SEED INVESTOR AGREEMENT
This Agreement made as of the
5th day of October 2006, among and between GOLD RUN INC. (the “Company”), having an address
c/o Berns & Xxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the shareholder listed on the attached
Schedule A hereto as either a “Founder” or “Seed Investor”.
WHEREAS the
Founders and Seed Investors (sometimes referred to herein as “Shareholders”) have previously
subscribed for securities of the Company, and
WHEREAS
all Seed Investors’ subscriptions were subject to and contingent upon the Seed Investors, the Founders
and the Company subsequently entering into an agreement which would place substantial restrictions on their
respective abilities to sell a total of 19,450,000 Shares of the Company (“Shares”)
collectively owned by them, and
WHEREAS
the Company, the Founders, as to 9,900,000 Shares, and the Seed Investors, as to 9,550,000 Shares, desire to
enter into this agreement in order to comply with the provisions of the subscription agreements previously
executed by the Seed Investors, and to facilitate financing of the Company and xxxxxx an orderly and stable
public market for the Company’s securities in the future, and
WHEREAS the
Founders and the Seed Investors desire that they all should be subject to the same voluntary resale
restrictions and treatment, on a pro-rata basis, respecting the resale of said 19,450,000 Shares.
NOW
THEREFORE, in consideration of One ($1.00) Dollar and other good and valuable consideration, the
parties agree, and they understand and acknowledge, as follows:
1. All resales
of Shares are subject to the laws, rules and regulations of the United States, and applicable state
laws.
2. The
provisions of this agreement only apply to 19,450,000 Shares subscribed for by the Founders (9,900,000 Shares
on May 8, 2006) and the Seed Investors (9,550,000 Shares on May 10, 2006) and do not apply to any other Shares
or other securities of the Company which are now owned by either the Seed Investors or the Founders or which
may subsequently acquired by them in the future.
3. The maximum
amount of Shares each of the Founders and the Seed Investors will be permitted to sell in any Selling Window,
as defined herein, in accordance with applicable laws, is one (1%) percent of their respective holdings. This
limitation will expire on September 1, 2009; thereafter, resales will continue to be governed by the
provisions of U.S. and state securities laws, rules and regulations. Any Shares not sold by a selling
Shareholder in any Selling Window will not be able to be sold in a succeeding or other Selling Window in the
future. A Selling Window is defined as three (3) consecutive calendar months, which immediately follow
the preceding
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Selling
Window. The first Selling Window under this agreement shall commence June 1, 2007 and
expire August 31, 2007.
4. The
certificates evidencing ownership of the Shares will bear the following restrictive legend:
THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SHARES, AGREES FOR THE BENEFIT OF
THE COMPANY THAT SUCH SHARES MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED, SOLD, GIFTED, PLEDGED,
HYPOTHECATED, TRANSFERRED, ASSIGNED OR OTHERWISE DEALT WITH OR DISPOSED OF UNLESS TO: (A) TO THE COMPANY, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT, (C)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A
THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.
THE SHARES
REPRESENTED HEREBY ARE ALSO SUBJECT TO THE RESTRICTIONS ON RESALES, OR OTHER TRANSFERS, AS SET FORTH IN A
CERTAIN “SEED INVESTOR AGREEMENT” DATED AS OF OCTOBER 5, 2006 AMONG AND BETWEEN THE COMPANY AND
CERTAIN OF ITS SHAREHOLDERS.
5. The Seed
Investor acknowledges, understands and agrees that the Company is under no obligation to register for resale
any Shares owned by the Founders and Seed Investors, and that the inclusion of any Shares owned by them in any
SEC Registration Statement in the future would be at the sole discretion of the Company’s management. In
the event that the Company elects to file such a Registration Statement covering the
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resale of
Shares covered by this agreement, Shareholders shall have the right to have a pro-rata
portion of their Shares included in such Registration Statement at no cost to them.
6.
This agreement may be signed in counterparts.
7. This
agreement will be governed by the laws of New York for contracts executed and to be
performed in New York. The parties submit to the exclusive jurisdiction of the federal and
state courts sitting in New York, New York.
8. This
agreement may only be modified in writing signed by the party against whom enforcement is
sought.
9.
This agreement and the Subscription Agreement dated May 10, 2006 for the purchase of
Shares previously executed by the Seed Investor represent the only agreements,
understandings and arrangements between the Company and the Seed Investor respecting
Company securities or otherwise.
10. The
Seed Investor is unaware of any other agreement, understanding or arrangement among and
between any Founder and any Seed Investor and the Company respecting the securities of the
Company, or otherwise, except that the Seed Investor understands and acknowledges
that the Founders have entered into a separate agreement
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with the
Company, which such agreement imposes restrictions on the resale of Company securities
which are not subject to the provisions of this Seed Investor Agreement.
| By: | /s/ Xxxx Xxxxxxxxx, CEO | |||
| Xxxx Xxxxxxxxx, CEO | Xx Xxxx | |||
| Xx Xxxxxxxxxxx | ||||
| /s/ Xxxxxx Xxxxxxx | ||||
| Xxxxxx Xxxxxxx | Xxxxxx Xxxxxx | |||
| /s/ Xxxx Xxxxx | /s/ Xxxx Xxxxxxxx | |||
| Xxxx Xxxxx | Xxxx Xxxxxxxx | |||
| /s/ Xxxxxx Xxxxx | /s/ Xxxxxxx Xxxxx | |||
| Xxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| /s/ Xxxxx Xxxxx | ||||
| Xxxxx Xxxxx | Xxxxxx Xxxx | |||
| /s/ Xxxxxxx Xxxxx | ||||
| Xxxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| /s/ Xxxx Ternowetsky | ||||
| Xxxx Ternowetsky | ||||
| /s/ Xxxxxx Xxxxxxxx | ||||
| Xxxxxx Xxxxxxxx | ||||
| /s/ Xxxx Xxxx | ||||
| Xxxx Xxxx | ||||
| /s/ Xxx Xxxx | ||||
| Xxx Xxxx | ||||
| /s/ Xxx Xxxxx | ||||
| Xxx Xxxxx | ||||
| Xxxx Xxxxx Esbaitah |
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with the
Company, which such agreement imposes restrictions on the resale of Company securities
which are not subject to the provisions of this Seed Investor Agreement.
| By: | ||||
| Xxxx Xxxxxxxxx, CEO | Xx Xxxx | |||
| Xx Xxxxxxxxxxx | ||||
| /s/ Xxxxxx Xxxxxxx | /s/ Xxxxxx Xxxxxx | |||
| Xxxxxx Xxxxxxx | Xxxxxx Xxxxxx | |||
| /s/ Xxxx Xxxxx | /s/ Xxxx Xxxxxxxx | |||
| Xxxx Xxxxx | Xxxx Xxxxxxxx | |||
| /s/ Xxxxxx Xxxxx | /s/ Xxxxxxx Xxxxx | |||
| Xxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxxx Xxxxx | Xxxxxx Xxxx | |||
| Xxxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| /s/ Xxxx Ternowetsky | ||||
| Xxxx Ternowetsky | ||||
| /s/ Xxxxxx Xxxxxxxx | ||||
| Xxxxxx Xxxxxxxx | ||||
| /s/ Xxxx Xxxx | ||||
| Xxxx Xxxx | ||||
| /s/ Xxx Xxxx | ||||
| Xxx Xxxx | ||||
| /s/ Xxx Xxxxx | ||||
| Xxx Xxxxx | ||||
| Xxxx Xxxxx Esbaitah |
| 5 |
with the
Company, which such agreement imposes restrictions on the resale of Company securities
which are not subject to the provisions of this Seed Investor Agreement.
| By: | /s/ Xx Xxxx | |||
| Xxxx Xxxxxxxxx, CEO | Xx Xxxx | |||
| Xx Xxxxxxxxxxx | ||||
| Xxxxxx Xxxxxxx | Xxxxxx Xxxxxx | |||
| Xxxx Xxxxx | Xxxx Xxxxxxxx | |||
| Xxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxxx Xxxxx | Xxxxxx Xxxx | |||
| Xxxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxx Ternowetsky | ||||
| Xxxxxx Xxxxxxxx | ||||
| Xxxx Xxxx | ||||
| Xxx Xxxx | ||||
| Xxx Xxxxx | ||||
| Xxxx Xxxxx Esbaitah |
| 5 |
with the
Company, which such agreement imposes restrictions on the resale of Company securities
which are not subject to the provisions of this Seed Investor Agreement.
| By: | ||||
| Xxxx Xxxxxxxxx, CEO | Xx Xxxx | |||
| /s/ Xx Xxxxxxxxxxx | ||||
| Xx Xxxxxxxxxxx | ||||
| Xxxxxx Xxxxxxx | Xxxxxx Xxxxxx | |||
| Xxxx Xxxxx | Xxxx Xxxxxxxx | |||
| Xxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxxx Xxxxx | Xxxxxx Xxxx | |||
| Xxxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxx Ternowetsky | ||||
| Xxxxxx Xxxxxxxx | ||||
| Xxxx Xxxx | ||||
| Xxx Xxxx | ||||
| Xxx Xxxxx | ||||
| Xxxx Xxxxx Esbaitah |
| 5 |
with the
Company, which such agreement imposes restrictions on the resale of Company securities
which are not subject to the provisions of this Seed Investor Agreement.
| By: | ||||
| Xxxx Xxxxxxxxx, CEO | Xx Xxxx | |||
| Xx Xxxxxxxxxxx | ||||
| Xxxxxx Xxxxxxx | Xxxxxx Xxxxxx | |||
| Xxxx Xxxxx | Xxxx Xxxxxxxx | |||
| Xxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| /s/ Xxxxxx Xxxx | ||||
| Xxxxx Xxxxx | Xxxxxx Xxxx | |||
| Xxxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxx Ternowetsky | ||||
| Xxxxxx Xxxxxxxx | ||||
| Xxxx Xxxx | ||||
| Xxx Xxxx | ||||
| Xxx Xxxxx | ||||
| Xxxx Xxxxx Esbaitah |
| 5 |
with the
Company, which such agreement imposes restrictions on the resale of Company securities
which are not subject to the provisions of this Seed Investor Agreement.
| By: | ||||
| Xxxx Xxxxxxxxx, CEO | Xx Xxxx | |||
| Xx Xxxxxxxxxxx | ||||
| Xxxxxx Xxxxxxx | Xxxxxx Xxxxxx | |||
| Xxxx Xxxxx | Xxxx Xxxxxxxx | |||
| Xxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxxx Xxxxx | Xxxxxx Xxxx | |||
| /s/ Xxxxxxx Xxxxx | ||||
| Xxxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxx Ternowetsky | ||||
| Xxxxxx Xxxxxxxx | ||||
| Xxxx Xxxx | ||||
| Xxx Xxxx | ||||
| Xxx Xxxxx | ||||
| Xxxx Xxxxx Esbaitah |
| 5 |
with the
Company, which such agreement imposes restrictions on the resale of Company securities
which are not subject to the provisions of this Seed Investor Agreement.
| By: | ||||
| Xxxx Xxxxxxxxx, CEO | Xx Xxxx | |||
| Xx Xxxxxxxxxxx | ||||
| Xxxxxx Xxxxxxx | Xxxxxx Xxxxxx | |||
| Xxxx Xxxxx | Xxxx Xxxxxxxx | |||
| Xxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxxx Xxxxx | Xxxxxx Xxxx | |||
| Xxxxxxx Xxxxx | Xxxxxxx Xxxxx | |||
| Xxxx Ternowetsky | ||||
| Xxxxxx Xxxxxxxx | ||||
| Xxxx Xxxx | ||||
| Xxx Xxxx | ||||
| Xxx Xxxxx | ||||
| /s/ Xxxx Xxxxx Esbaitah | ||||
| Xxxx Xxxxx Esbaitah |
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SCHEDULE A
Founder
Xxxxxx Xxxxxxx
Xxxx Xxxxx
Xxxxxx Xxxxx Xxxxxxx Xxxxx
Xxxxx Xxxxx
Xxxxxx Xxxxxxx
Xxxx Xxxxx
Xxxxxx Xxxxx Xxxxxxx Xxxxx
Xxxxx Xxxxx
Seed Investor
Xx Xxxx
Xx Xxxxxxxxxxx
Xxxxxx Xxxxxx
Xxxx Xxxxxxxx
Xxxxxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxx Xxxxx
Xxxx Ternowetsky
Xxxxxx Xxxxxxxx
Xxxx Xxxx
Xxx Xxxx
Xxx Xxxxx
Xxxx Xxxxx Esbaitah
Xx Xxxx
Xx Xxxxxxxxxxx
Xxxxxx Xxxxxx
Xxxx Xxxxxxxx
Xxxxxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxx Xxxxx
Xxxx Ternowetsky
Xxxxxx Xxxxxxxx
Xxxx Xxxx
Xxx Xxxx
Xxx Xxxxx
Xxxx Xxxxx Esbaitah
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