FOUNDERS AGREEMENT
This Agreement made as of the 5th
day of October 2006, among and between GOLD RUN INC., a Delaware corporation, having offices c/o Berns &
Xxxxx, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Company”), and Xxxxxxx Xxxxx, an
individual having an address c/o Berns & Xxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“X.
Xxxxx”), Xxxxx Xxxxx, an individual having an address c/o Berns & Xxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (“X. Xxxxx”), Xxxx Xxxxx, an individual having an address c/o Osprey Capital, 00
Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx (“X. Xxxxx”), Xxxxxx Xxxxx, an individual having an address c/o
Osprey Capital, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, (“X. Xxxxx”), and Xxxxxx Xxxxxxx, an
individual having an address c/o Osprey Capital, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx (“T.
Xxxxxxx”) (collectively, the “Founders”).
WHEREAS, the Founders have
taken the initiative of founding the Company, and
WHEREAS X. Xxxxx and T.
Xxxxxxx have arranged for financing of the Company to date, and made other contributions to the development of
the Company, and
WHEREAS X. Xxxxx and X.
Xxxxx have arranged for the Company to lease gold mining prospects in Nevada, and enter into an agreement with
a geologist to oversee the Company’s exploration activities, and made other contributions to the
development of the Company, and
WHEREAS the Founders have
previously subscribed for (i) a total of 9,900,000 Units of the Company, each Unit being comprised of one (1)
Share of the Company and one (1) share purchase warrant, and (ii) a total of 12,500,000 Shares, and
WHEREAS the resales of the
9,900,000 Shares comprising of a portion of the Units are subject to substantial restrictions in accordance
with a certain Seed Investor Agreement dated as of October 5, 2006 (“SIA”), among and between the
Company, each of the “Founders”, and each of the “Seed Investors”, as defined in the SIA,
and
WHEREAS the Founders desire
to place resale restrictions on said 12,500,000 Shares in order to facilitate funding of the Company and
facilitate an orderly and stable public market for the Company’s securities in the future.
NOW THEREFORE, in
consideration of One ($1.00) Dollar and other good and valuable consideration, the Founders agree, and they
understand and acknowledge, as follows:
1. The resale limitations and
conditions set forth herein only apply to the 12,500,000 Shares purchased by the Founders on May 8,
2006.
2. These Shares as well as all
other securities previously subscribed for by the Founders, have been paid for, and are vested.
3. All resales of these Shares are
subject to the laws, rules and regulations of the United States, and applicable state laws.
4. These Shares are restricted as
to sale, assignment, transfer or hypothetication until May 9, 2008. Thereafter, the Founders shall each be
permitted to sell these Shares in accordance with applicable securities laws, rules and regulations in an
amount of Shares equal to five (5%) of the respective shareholdings covered by this Agreement of each Founder
every six (6) months until May 9, 2009, at which time all Shares covered by this Agreement may be freely dealt
with in accordance with applicable federal and state securities laws, rules and regulations.
5. In the event the Company elects
to file a Registration Statement with the SEC for resale of any of the Shares owned by the Founders covered by
this agreement, or otherwise eliminates, reduces or diminishes any of the restrictions on resale, transfer or
hypothecation of the Shares owned by the Founders covered by this agreement, the Company shall ensure that all
Founders, and their permitted assignees, will have the same added, increased or enlarged rights, privileges
and opportunities respecting their respective Shares, calculated on a pro-rata basis.
6. Notwithstanding anything herein
to the contrary, the Parties shall have the right to transfer any Shares covered by this agreement to a spouse
or other family member, or to an entity which is controlled by either them or such person, provided that the
resale restrictions set forth herein shall continue. In the event of any such transfer, any permitted
transferee shall have and hold any and all rights granted hereunder to the transferring party.
7. This agreement and the SIA, are
the only agreements, understandings and arrangements among and between the Company and each of the Founders
respecting their respective shareholdings, the Company, ownership of other Company securities or any other
matter.
8. 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 REGULATION S 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 “FOUNDERS AGREEMENT” DATED AS OF OCTOBER 5, 2006 AMONG AND BETWEEN TRE COMPANY AND CERTAIN
OF ITS SHAREHOLDERS.
9. This agreement is governed by
U.S. federal securities laws and the laws of New York for securities issued and sold in New York, and for
contracts executed and to be performed in New York. The Founders consent to the exclusive jurisdiction of the
U.S. federal courts sitting in New York City.
10. This agreement may be signed
in counterparts.
11. This agreement may only be
modified in writing signed by the party against whom enforcement is sought.
| GOLD RUN INC. | |||
| By: | |||
| /s/ Xxxx Xxxxxxxxx | |||
| Xxxx Xxxxxxxxx, CEO | |||
| /s/ Xxxxxx Xxxxxxx | |||
| Xxxxxx Xxxxxxx | |||
| /s/ Xxxx Xxxxx | |||
| Xxxx Xxxxx | |||
| /s/ Xxxxxx Xxxxx | |||
| Xxxxxx Xxxxx | |||
| /s/ Xxxxx Xxxxx | |||
| Xxxxx Xxxxx | |||
| /s/ Xxxxxxx Xxxxx | |||
| Xxxxxxx Xxxxx |
