SUBSCRIPTION AGREEMENT FOR WARRANTS
OF GOLD RUN INC.
November 19, 2007
GOLD RUN INC.
c/o Berns & Berns
767 Third Avenue
New York, New York 10017
Gentlemen:
The Undersigned hereby offers to purchase from Gold Run Inc. (the
"Company") warrants ("Warrants") to purchase 1,000,000 shares of the Company's
common stock at a price of $0.001 per Warrant for a total purchase price of $
1,000.00. The Warrants expire on November 30, 2012 and are exercisable at a
price which is equal to the price the Company's shares are first offered to the
public PLUS a 10% premium. Instructions on how to subscribe are set forth at
Appendix I.
In order to induce the Company to sell you the Warrants, the Undersigned,
for itself and for its legal representatives, successors and assigns, hereby
makes the following representations, warranties, acknowledgments and
certifications, intending that the Company rely hereon, to the Company, and
covenants with the Company, as follows:
1. The Undersigned acknowledges that the Company is a reporting issuer in
the United States, and files reports with the Securities and Exchange Commission
("SEC"), SEC file no. 333-139412. The Undersigned further acknowledges that the
Company has filed with the SEC a (a) Registration Statement on Form SB-2 which
was declared effective by the SEC on May 14, 2007 ("Registration Statement"),
(b) post-effective amendment to the Registration Statement on June 27, 2007, (c)
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 on August 20,
2007 , (d) Current Report on Form 8-K on October 1, 2007, (e) Current Report on
Form 8-K on November 1, 2007, and (f) Quarterly Report on Form 10-Q for the
period ended September 30, 2007, on November 19, 2007.
2. The Company has made available to the Undersigned all requested
documents and records in its possession, and has offered the Undersigned an
opportunity to discuss this investment with the Company and/or representatives
of the Company and obtain any additional information necessary to verify the
accuracy of any information furnished. The Undersigned acknowledges that it has
not been provided with an offering memorandum or any other offering literature
relating to this private offering of the Company's Warrants and is relying
solely on the items set forth in paragraph 1 hereof in making its investment
decision.
December 19, 2007
Gold Run Inc. Page 2
3. The Undersigned acknowledges that no information furnished by the
Company constitutes investment, accounting, legal or tax advice. The Undersigned
is relying solely upon itself and its professional advisors, if any, for such
advice.
4. The Undersigned has relied solely upon its own independent
investigation in making a decision to purchase the Warrants. The Warrants are a
speculative investment which involves a substantial degree of risk with no
assurance of any income from such investment and the possibility that the
Warrants may become worthless. The Undersigned acknowledges that the Warrants
are restricted securities for which there is no market. The Undersigned further
acknowledges that shares purchased pursuant to the exercise of the Warrants are
also restricted securities for which there is no market. The Warrants and shares
are sometimes referred to hereinafter collectively as the "Securities." The
Undersigned acknowledges that it must therefore be prepared to bear the economic
risks for an indefinite period, and the total loss of its investment.
5. The Undersigned acknowledges that this offer of sale of the Warrants is
not being registered under the laws of any jurisdiction. The Undersigned
represents that the Warrants are being acquired solely for the account of the
Undersigned, solely for investment purposes and not with a view to resale or
distribution, and that no other person has any direct or indirect interest in
the Securities. The Undersigned has no contract, undertaking, agreement or
arrangement with any person to sell, transfer or pledge to such person, or
anyone else, the Securities, or any interest therein, and the Undersigned has no
plans to enter into any such contract, undertaking, agreement or arrangement.
The Undersigned understands that it may not dispose of the Warrants, or any
interest therein, unless and until legal counsel for the Company shall have
determined that the intended disposition does not violate the law of any
jurisdiction. The Undersigned acknowledges that the Warrants are
non-transferable and will bear legends describing the limitations on transfers,
and that it will not be possible for the Undersigned to liquidate its investment
in case of an emergency. The Undersigned agrees to only resell the Securities
pursuant to registration under the Securities Act of 1933, as amended (the
"Securities Act"), or pursuant to an available exemption from registration, and
agrees not to engage in hedging transactions with regard to such Securities
unless in compliance with the Securities Act.
December 19, 2007
Gold Run Inc. Page 3
6. The Undersigned acknowledges that in addition to the restrictions on
transferability of the Securities described in paragraph 5 above, the Securities
purchased by the Undersigned will be subject to additional restrictions on
resale, hypothecations, pledges and transfers, as determined from time-to-time
by the Company's Board of Directors in its sole discretion.
7. The Undersigned represents that it is knowledgeable and experienced in
making and evaluating investments. The investments of the Undersigned in, and
its commitments to, all non-liquid investments (including an investment in the
Company) are reasonable in relation to its net worth, and the Undersigned has
the ability to bear the financial risk of an investment in the Company.
8. The Undersigned represents, warrants, and acknowledges that a) the
Warrants were not offered or distributed to the Undersigned through an
advertisement in printed media of general and regular paid circulation, radio or
television, and b) it did not attend any seminars or meetings regarding this
offering, in which the attendees were invited by any general solicitation or
general advertising.
9. The Undersigned acknowledges that no governmental authority, regulatory
body, stock exchange or any other entity has made any finding or determination
as to the merits of this investment.
10. The Undersigned acknowledges that the Company, in its sole discretion,
reserves the unconditional right to accept or reject, in whole or in part, this
subscription, with or without cause, and to waive any requirements of this
subscription. The Undersigned acknowledges that the Company has the
unconditional right to refund to the Undersigned all funds so tendered, or any
portion thereof, to the Company, within one hundred twenty days of receipt, even
if the Company has already utilized the funds. To the extent this subscription
may ultimately be rejected, subscriptions received by the Company will be
refunded without interest. The Undersigned acknowledges that the Company may
utilize the subscription funds received from the Undersigned immediately upon
receipt by the Company.
December 19, 2007
Gold Run Inc. Page 4
11. The Undersigned represents that it is an "accredited investor" as such
term is defined in Rule 501(a) under the Securities Act, as set forth at
Appendix II hereto, and has checked the applicable category of "accredited
investor" on Appendix II.
The Undersigned will indemnify and hold the Company, its affiliates, and
representatives, harmless from and against any and all loss, liability, cost,
damage, expense (including attorney's fees and expenses) and claims arising out
of, in connection with or resulting (i) from the sale or distribution of the
Securities by the Undersigned in violation of any applicable law, rule or
regulation, and (ii) any misrepresentation by the Undersigned or any breach of
any warranties herein or any covenants or agreements set forth herein.
The foregoing is not, and will not be, revocable by the Undersigned at any
time. The Undersigned gives this document to the Company intending to be legally
bound hereby.
Very truly yours,
_________________________
RAMPartners Intl. SA
By: ____________________
Name:
Title:
Date: ___________________
_________________________
Address
_________________________
Address
December 19, 2007
Gold Run Inc. Page 5
APPENDIX I
HOW TO SUBSCRIBE
1. This Subscription Agreement must be completed, signed, dated and
faxed to:
Gold Run Inc.
c/o Berns & Berns
767 Third Avenue
23rd Floor
New York, New York 10017
Telephone: (212) 332-3320
Telecopier: (212) 332-3315
2. Also, please mail an original signed copy to this address.
3. Payment for the Warrants must be made by wire transfer in U.S.
dollars to the following account:
ACCOUNT NAME: Gold Run Inc.
BANK: JP Morgan Chase
ADDRESS: 401 Madison Avenue, New York, NY 10017
ACCOUNT NUMBER: 907 0868385 65
ABA ROUTING NUMBER: 021000021
December 19, 2007
Gold Run Inc. Page 6
APPENDIX II
The Undersigned hereby certifies that it is an Accredited Investor as that term
is defined in Rule 501(a) of Regulation D, promulgated pursuant to the
Securities Act of 1933, as amended. THE SPECIFIC CATEGORY OF ACCREDITED INVESTOR
APPLICABLE TO THE UNDERSIGNED IS CHECKED BELOW. ALL REFERENCES TO DOLLAR AMOUNTS
IN THIS APPENDIX II ARE IN U.S. CURRENCY.
_____ a) Any bank as defined in Section 3(a)(2) of the Securities Act, or
any savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act whether acting in its
individual or fiduciary capacity; any broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934;
insurance company as defined in Section 2(13) of the Securities Act;
investment company registered under the Investment Company Act of
1940 or a business development company as defined in Section
2(a)(48) of the Securities Act; Small Business Investment Company
licensed by the U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958; any plan
established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has
total assets in excess of $5,000,000; employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security
Act of 1974, if the investment decision is made by a plan fiduciary,
as defined in Section 3(21) of such act, which is either a bank,
savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;
_____ b) Any private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
_____ c) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
December 19, 2007
Gold Run Inc. Page 7
_____ d) Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
_____ e) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds
$1,000,000;
_____ f) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income level
in the current year;
_____ g) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in
Section 230.506(b)(2)(ii); and
_____ h) Any entity in which all of the equity owners are accredited
investors.
_________________________
RAMPartners Intl. SA
By: ____________________
Name:
Title:
Date: ___________________