THIS OFFER made
as of the 12th day of May, 2006
(hereinafter referred to as the
“Purchaser”)
OF THE FIRST PART;
(hereinafter
referred to as the “Vendor”),
OF THE SECOND PART.
The Purchaser and the Vendor
hereby agree as follows:
| 1.1 |
Agreement
to Purchase |
The Purchaser agrees to purchase
from the Vendor and the Vendor agrees to sell to the Purchaser, upon and subject to the terms, and conditions
hereof, 1,000,000 Common Shares in the capital of
Gold Run Inc. (hereinafter referred to as the
“Purchased Shares” and the “Corporation” respectively).
The parties agree that the
purchase price for the Purchased Shares shall be $10.00 and that this amount and other good and valuable
consideration has previously been transferred in consideration of the transfer of the Purchased Shares from
the Vendor to the Purchaser and the Vendor specifically acknowledges that no further consideration is
due.
| 3. |
REPRESENTATIONS
AND WARRANTIES |
| 3.1 |
Vendor
Representations and Warranties |
The Vendor
represents and warrants to the Purchaser that:
2
| |
3.1.1 |
the
Purchased Shares are owned by the Vendor with good title thereto, free and clear of all charges, liens,
pledges or other encumbrances and rights of others; |
| |
3.1.2 |
subject
to the articles and any unanimous shareholders’ agreement of the Corporation (and each of the parties
agree and acknowledge that there exists no shareholders’ agreement with respect to the Corporation or its
Shareholders as at the date hereof), the Vendor has full right, power and authority to sell, transfer and
deliver the Purchased Shares to the Purchaser; |
| |
3.1.3 |
the
Vendor is not a non-resident of Canada for the purposes of section 116 of the Income Tax Act (Canada) (the
“Act”) and the sale of the Purchased Shares by the Vendor is not a disposition of taxable Canadian
property by a non-resident person within the meaning of section 116 of the Act. |
| 3.2 |
Purchaser’s
Representations and Warranties |
The Purchaser represents and
warrants to the Vendor that the Purchaser is not a non-Canadian within the meaning of the Investment Canada
Act.
The representation and warranties
of the Vendor and the Purchaser contained in this Article shall survive the completion of the purchase and
sale of the Purchased Shares and shall continue in full force and effect.
| |
3.4.1 |
The
parties hereto covenant and agree to take all corporate actions necessary to consent to the transfer of the
Purchased Shares from the Vendor to the Purchaser. |
If the Vendor fails to fulfill any
covenant or agreement contained herein, the Purchaser shall have the right, if not in default under this
Agreement, without prejudice to any other rights which it may have, to execute and deliver, on behalf of and
in the name of the Vendor, such deeds, transfers, certificates, resignations or other documents that may be
necessary to complete the subject transaction and the Vendor hereby irrevocably appoints the Purchaser his or
her attorney in that behalf with full power of substitution, and the Vendor declares that this power of
attorney may be exercised during any subsequent legal incapacity of his or her part.
3
Each party shall from time to time
execute or procure such documents and other assurances as may be reasonable or advisable to give effect to the
provisions of this Agreement.
The failure of any party to insist
upon strict performance of any of the agreements, terms, covenants and conditions hereof shall not be deemed a
waiver of any rights or remedies that the party may have and shall not deemed a consent, acquiescence or
waiver of any subsequent breach or default in respect of any such agreements, terms, covenants and conditions
whether of the same or a different character.
No right or remedy conferred upon
or reserved to any party by this agreement is intended to be, nor shall be deemed, exclusive of any other
right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other
right or remedy. Nothing herein contained shall bar the each party a right to obtain injunctive relief against
threatened conduct that may cause it loss or damage, under the usual equity rules, including the applicable
rules for obtaining restraining orders and preliminary injunction.
A party’s consent to a
transfer or assignment of an interest in this agreement shall not constitute a waiver of any claims it may
have against the other nor shall it be deemed a waiver of the any party’s right to demand exact
compliance with any of the terms of this agreement by the other.
This agreement contains the only
agreement between the parties relating to the transactions and matters contemplated herein and no prior
warranties or representations collateral or otherwise, prior stipulations, agreement or understanding, verbal
or otherwise shall be valid or enforceable unless embodied in this agreement and same may be modified only in
writing executed by the parties hereto.
4
This Agreement shall be
interpreted and construed in accordance with and shall be governed by the laws of the Province of
Ontario and
the laws of Canada applicable therein.
Time is of
the essence of this Agreement.
This
Agreement and everything herein contained shall extend to and bind and enure to the
benefit of the respective heirs, executors, administrators, successors and assigns (as
the case may be) of each and every one of the parties hereto.
| |
4.9.1 |
In construing this document, the words “Vendor” and “Purchaser” and all
personal pronouns shall be read as the number and gender of the party or parties referred to herein require
and all necessary grammatical changes, as the context requires, shall be deemed to be made. |
| |
4.9.2 |
The insertion of headings in this agreement is for convenience of reference only and shall not
affect the construction or interpretation of this agreement. |
| |
4.9.3 |
Every provision of this agreement is intended to be severable. In the event that any term or
provision hereof is illegal or invalid for any reason whatsoever, such illegality shall not affect the
validity of the remainder of this agreement. |
| |
4.9.4 |
Offer and acceptance of this agreement may be performed by facsimile transmission, and if so
transmitted, such facsimile copy shall be deemed to be an original. |
This
Agreement may be executed in several counterparts, each of which so executed shall be
deemed to be an original, and such counterparts together shall constitute but one and
the same instrument.
5
IN WITNESS
WHEREOF the parties have made this agreement as of the date first above-written.
| SIGNED, SEALED AND DELIVERED |
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| in the presence of: |
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| /s/ X X Xxxxxx |
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/s/ Xxxxxx Xxxxxx |
| Witness |
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Xxxxxx Xxxxxx |
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| /s/ Xxxxxx Xxxxxxx |
) |
/s/ Xxxxxx Xxxxxxx |
| Witness |
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Xxxxxx Xxxxxxx |
