AMENDED AND RESTATED AGREEMENT
AMENDED AND RESTATED AGREEMENT dated as of September 30, 2003 (this
"Agreement") by and between American Goldrush Corporation, a corporation
incorporated under the laws of Canada (the "Company"), and Scott Praill (the
"Shareholder").
RECITALS
WHEREAS, the Shareholder is an officer and director of the Company;
WHEREAS, the Shareholder and the Company entered into an agreement
dated as of September 30, 2004 with respect to the option described in Article I
hereof (the "Previous Agreement"), and the Company and the Shareholder wish to
amend and restate the Previous Agreement hereby;
WHEREAS, the Company will issue to the Shareholder an aggregate of
15,000,000 Common shares in the capital of the Company (the "Shares") in
consideration of services rendered by the Shareholder to the Company, on the
terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, agreements and undertakings contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Shareholder
hereby agree as follows:
ARTICLE I
PURCHASE OPTION
Section 1.1 Purchase Option. The Shareholder hereby grants the Company
the irrevocable right to purchase all or any portion of the Shares at a purchase
price of CDN$.01 per Share. In order to exercise such right, the Company shall
send the Shareholder written notice in accordance with Section 3.3 below of its
intention to exercise its right hereunder, indicating how many of the Shares it
is purchasing. The Company shall pay the applicable purchase price thereof no
later than 10 business days after the delivery of said notice and the
Shareholder shall delivery the stock certificate evidencing the Shares to the
Company for cancellation.
The right of the Company hereunder shall attach to all the Shares until
and unless terminated by the written agreement of the Company. Accordingly, if
the Company exercises its right to purchase a portion of the Shares, at any time
thereafter the Company can send subsequent notices to the Shareholder exercising
its right to purchase additional portions of the Shares. There is no minimum
amount of Shares which need to be purchased by the Company pursuant to its right
hereunder.
Section 1.2 Restricted Securities. The Shareholder agrees that he shall
not, directly or indirectly, sell, exchange, pledge, hypothecate, transfer,
gift, grant an irrevocable proxy with respect to, devise, assign or in any other
way dispose of, encumber or grant a security interest in, any of the Shares or
any interest therein. The Shareholder agrees and acknowledges that said
restriction is in addition to all applicable securities laws and regulations.
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Section 1.3 Legend. The certificates evidencing the Shares shall
contain a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the certificates for such
shares):
THE SECURITES REPRESENTED HEREBY ARE SUBJECT TO AN OPTION
PURSUANT TO THE AMENDED AND RESTATED AGREEMENT DATED AS OF
SEPTEMBER 30, 2003 BY AND BETWEEN AMERICAN GOLDRUSH
CORPORATION AND SCOTT PRAILL.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF,
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW OF ANY STATE
OR OTHER JURISDICTION OR THERE IS AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER, THAT AN EXEMPTION THEREFROM IS
AVAILABLE AND THAT SUCH DISPOSITION IS IN COMPLIANCE WITH
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Investment Intent. The Shareholder is an "accredited
investor", as that term is defined in Regulation D under the Securities Act of
1933, as amended (the "Securities Act"). The Shareholder acknowledges that he is
able to evaluate and has such knowledge and experience in financial or business
matters that he is capable of evaluating the merits and risks of accepting the
Shares. The Shareholder further acknowledges that the Shares are restricted
securities, and as such cannot be offered or sold unless they are subsequently
registered under the Securities Act and any applicable state securities laws or
an exemption therefrom is available. The Shareholder is receiving the Shares for
his own account and not with a present view towards the public sale or
distribution. The Shareholder understands that the Shares is being offered and
sold to him in reliance upon specific exemptions from the registration
requirements of United States federal and state securities laws and that the
Company is relying upon the truth and accuracy of, and the Shareholder's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Shareholder set forth herein in order to determine the
availability of such exemptions and the eligibility of the Shareholder to
acquire the Shares.
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Section 2.2 Counsel. The Shareholder represents that he has had the
opportunity to review and discuss this Agreement with counsel of his choosing,
that he knows and understands the legal effect of this Agreement and the
transactions contemplated hereby and that he is voluntarily executing and
delivering this Agreement to the Company.
ARTICLE III
GENERAL PROVISIONS
Section 3.1 Entire Agreement. This Agreement contains, and is intended
as, a complete statement of all of the terms of the arrangements and
understandings between the parties with respect to the matters provided for, and
supersedes any previous agreements and understandings between the parties with
respect to those matters.
Section 3.2 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of British Columbia applicable to
agreements made and to be performed wholly therein, without regard to conflict
of law rules applied in such Province.
Section 3.3 Notices. Any notice required or given with respect to this
Agreement shall be valid and effective when delivered (i) by registered or post
office stamped certified mail, (ii) by a nationally recognized overnight air
courier, or (iii) by hand, in all cases to:
If to the Company, to:
American Goldrush Corporation
Suite #708 - 1155 W. Pender Street
Vancouver, BC V6E.2P4
Canada
Attention: President
If to the Shareholder, to:
Scott Praill
Suite #708 - 1155 W. Pender Street
Vancouver, BC V6E.2P4
Canada
Any party hereto may change such address by notice given at least two (2) days
in advance to the other party in accordance with this Section.
Section 3.4 Binding Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and with respect to the Company, to
its successors and assigns and with respect to the Shareholder, his heirs and
representatives.
Section 3.5 Amendment. This Agreement may be amended or modified only
by a written instrument executed by each of the parties hereto.
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Section 3.6 No Waiver. The failure of a party at any time or times to
require performance of any provisions hereof shall in no manner be deemed to
affect the party's right at a later time to enforce the same. No waiver by any
party of the breach of any term contained in this Agreement, whether by conduct
or otherwise, in any one or more instances, shall be deemed to be or construed
as a further or continuing waiver of any such breach or of the breach of any
other term or provision of this Agreement.
Section 3.7 References. The headings in this Agreement are solely for
the convenience of the parties, and are not intended to and do not limit,
construe or modify any of the term and conditions hereof.
Section 3.8 Unenforceability. If any provision of this Agreement shall
be held to be invalid or unenforceable, such invalidity or unenforceability
shall attach only to such provision and only to the extent such provision shall
be held to be invalid or unenforceable and shall not in any way affect the
validity or enforceability of the other provisions hereof, all of which
provisions are hereby declared severable, and this Agreement shall be carried
out as if such invalid or unenforceable provision or portion thereof was not
embodied herein.
Section 3.9 Counterparts. This Agreement may be executed by facsimile
and in counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement.
Section 3.10 Further Assurances. The parties hereto will execute and
deliver such further instruments and documents and do such further acts and
things as may be reasonably required to carry out the intent and purposes of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement effective September 30, 2003.
AMERICAN GOLDRUSH CORPORATION
By: /s/ Ron Blomkamp
Name: Ron Blomkamp
Title: President
/s Scott Praill_________
Scott Praill
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