SUBSCRIPTION AGREEMENT FOR SHARES
OF GOLD RUN INC.
November 7, 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") 266,667 shares of the Company's common stock, par value $.000001 per
share ("Share"),at a price of $0.75 per Share for a total purchase price of
$200,000, the actual number of Shares being purchased hereunder to be calculated
in accordance with paragraph 7 hereof. Instructions on how to subscribe are set
forth at Appendix I.
In order to induce the Company to sell you the Shares, the Undersigned,
for himself and for his 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, and (e) Current Report
on Form 8-K on November 1, 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 he has
not been provided with an offering memorandum or any other offering literature
relating to this private offering of the Company's Shares and is relying solely
on the items set forth in paragraph 1 hereof in making his investment decision.
November 7, 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 himself and his professional advisors, if any, for such
advice.
4. The Undersigned has relied solely upon his own independent
investigation in making a decision to purchase the Shares. The Shares 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 Shares
may become worthless. The Undersigned acknowledges that the Shares are
restricted securities for which there is no market. The Undersigned acknowledges
that he must therefore be prepared to bear the economic risks for an indefinite
period, and the total loss of his investment.
5. The Undersigned acknowledges that this offer of sale of the Shares are
not being registered under the laws of any jurisdiction, 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 Shares. The Undersigned has no contract,
undertaking, agreement or arrangement with any person to sell, transfer or
pledge to such person, or anyone else, the Shares, or any interest therein, and
the Undersigned has no plans to enter into any such contract, undertaking,
agreement or arrangement. The Undersigned understands that he may not dispose of
the Shares, 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 Shares are
non-transferable, that the Shares will bear legends describing the limitations
on transfers, and that it will not be possible for the Undersigned to liquidate
his investment in case of an emergency. The Undersigned agrees to only resell
such Shares 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.
November 7, 2007
Gold Run Inc. Page 3
6. The Undersigned understands that the Company is planning to file an
amendment to its Registration Statement. The Company will include for resale in
such amended Registration Statement, at no cost to the Undersigned, fifty (50%)
of the Shares being purchased hereunder, as such Share amount may be adjusted
and increased pursuant to paragraph 7 hereof. The Undersigned acknowledges and
understands that although the Company shall use its best efforts to cause such
amendment to become effective as soon as possible and to file such further
amendments and supplements to such amendment and any prospectus used in
connection therewith as may be necessary to maintain the effectiveness of such
amendment, there can be no assurance the SEC will declare any post-effective
amendment effective.
7. The Undersigned understands that if the offering price of Shares being
offered to the public pursuant to such amended Registration Statement is LESS
than $0.75 per Share, then the actual number of Shares being purchased hereunder
will be automatically adjusted and increased (without the payment of any
additional funds by the Undersigned). The adjusted and increased number of
Shares being purchased by the Undersigned hereunder will be calculated pursuant
to the following formula:
X = [$200,000/($0.75 x Y)] where
X = the actual number of Shares being purchased hereunder by the
Undersigned, and
Y = the price per Share at which Shares are offered to the public in
such amended Registration Statement.
8. The Undersigned represents that he is knowledgeable and experienced in
making and evaluating investments. The investments of the Undersigned in, and
his commitments to, all non-liquid investments (including an investment in the
Company) are reasonable in relation to his net worth, and the Undersigned has
the ability to bear the financial risk of an investment in the Company.
9. The Undersigned represents, warrants, and acknowledges that (a) the
Shares 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) he did not attend any seminars or meetings regarding this
offering, in which the attendees were invited by any general solicitation or
general advertising.
November 7, 2007
Gold Run Inc. Page 4
10. 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.
11. 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 shall 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.
12. The Undersigned represents that he 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
Shares 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.
November 7, 2007
Gold Run Inc. Page 5
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,
_________________________
Print Name
_________________________
Signature
Date: ___________________
_________________________
Address
_________________________
Address
November 7, 2007
Gold Run Inc. Page 6
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 Shares 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: 02100002 1
November 7, 2007
Gold Run Inc. Page 7
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
Section202(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;
November 7, 2007
Gold Run Inc. Page 8
_____ 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.
_________________________
Name of Investor
By: _____________________
Name:
Title:
Date: ___________________