CONVERTIBLE NOTEConvertible Note • August 15th, 2005 • Goldspring Inc • Gold and silver ores • New York
This Note has been entered into pursuant to the terms of a settlement agreement, dated March 19, 2005 (the “Settlement Agreement”) and a subscription agreement, dated November 30, 2004 (the “Subscription Agreement”), both between the Borrower and the Holder, (collectively, the “Transaction Documents”), and shall be subject to the terms of such Transaction Documents. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
SECURITY AGREEMENTSecurity Agreement • August 15th, 2005 • Goldspring Inc • Gold and silver ores • New York
THIS SECURITY AGREEMENT (this “Agreement”), is made as of March ___, 2005, by and between Goldspring, Inc., a Florida corporation, with its principal executive offices at 8585 East Hartford Drive, Suite 400, Scottsdale, AZ 85255 (the “Company”), and the secured parties identified on Schedule A hereto (each, a “Secured Party” and collectively, the “Secured Parties”). (The Company and the Secured Parties may hereinafter be referred to singularly as a “party,” and collectively as the “parties.”).
SECURITY AGREEMENTSecurity Agreement • August 15th, 2005 • Goldspring Inc • Gold and silver ores • New York
THIS SECURITY AGREEMENT (this “Agreement”), is made as of July 15, 2005, by and between GoldSpring, Inc., a Florida corporation, with its principal executive offices at 8585 East Hartford Drive, Suite 400, Scottsdale, AZ 85255 (the “Obligor” or “Company”), and the secured parties identified on Schedule A hereto (each, a “Secured Party” and collectively, the “Secured Parties”). (The Company and the Secured Parties may hereinafter be referred to singularly as a “party,” and collectively as the “parties.”).
SETTLEMENT AGREEMENTSettlement Agreement • August 15th, 2005 • Goldspring Inc • Gold and silver ores • New York
THIS SETTLEMENT AGREEMENT (the “Settlement Agreement”) is made as of March ____, 2005, by and between GoldSpring, Inc., a Florida corporation, with its principal executive offices at 8585 East Hartford Drive, Suite 400, Scottsdale, AZ 85255 (“GoldSpring”), and certain investors of GoldSpring as set forth on the signature page hereto (collectively, “Winfield”). (GoldSpring and Winfield may hereinafter be referred to singularly as a “party,” and collectively as the “parties.”)
AGREEMENTSubscription Agreement • August 15th, 2005 • Goldspring Inc • Gold and silver ores • New York
This Agreement (“Agreement”) is entered into this 29th day of March, 2005, by and between the parties identified on the signature pages hereto (each an “Investor” and collectively “Investors”) and GOLDSPRING, INC., a Florida corporation (the “Company”).
AGREEMENTConvertible Note Agreement • August 15th, 2005 • Goldspring Inc • Gold and silver ores • New York
This Agreement (“Agreement”) is entered into this 31sr day of March, 2005, by and between the parties identified on the signature pages hereto (each an “Investor” and collectively “Investors”) and GOLDSPRING, INC., a Florida corporation (the “Company”).
ESCROW AGREEMENTEscrow Agreement • August 15th, 2005 • Goldspring Inc • Gold and silver ores
THIS ESCROW AGREEMENT (the “Agreement”) is entered into and effective as of March ____, 2005, by and among Goldspring, Inc., a Florida corporation, with its principal executive offices at 8585 East Hartford Drive, Suite 400, Scottsdale, AZ 85255 (the “Company”), the parties identified on the signature page hereto (each, a “Recipient” and collectively, the “Recipients”), and Bondy & Schloss LLP (the “Escrow Agent”). Terms not defined herein shall have the meaning prescribed thereto in the Settlement Agreement executed simultaneously herewith (the “Settlement Agreement”).
LOAN AGREEMENTLoan Agreement • August 15th, 2005 • Goldspring Inc • Gold and silver ores • New York
AGREEMENT, dated as of the ____ day of July, 2005, by and between Goldspring, Inc., a Florida corporation having an address at 8585 East Hartford Drive, Suite 400, Scottsdale, AZ 85255 (the "Borrower") and (the "Lender").
