This Stock Assignment
is dated November ____ , 2006 and is made by and between David C. Mathewson, an
individual residing at 1265 Mesa Drive, Fernley, Nevada
89408 (Mathewson) and
Brion Theriault, an individual residing at 972 Blue Jay Drive, Spring Creek, Nevada
(Theriault). This Agreement is effective retroactively as of September 16,
Mathewson is President and Chief Geologist of Gold Run Inc.
, a Delaware
("Gold Run"); and
Mathewson owns 7,500,000 shares of common stock of Gold Run ("Common Stock");
the shares of Common Stock owned by Mathewson are subject to resale
restrictions set forth in his Amended and Restated Agreement with Gold Run dated
November 20, 2006; and
Mathewson wishes to assign Theriault 1,500,000 shares of Common Stock owned
by Mathewson in order to induce Theriault to work for Gold Run; and
Theriault wishes to accept such inducement; and
Gold Run consents to Mathwesons assignment of 1,500,000 of his shares
of Common Stock to Theriault.
THEREFORE, the parties hereto hereby agree as follows:
Consideration; Certificates. Upon the payment of One Hundred Fifty Dollars ($150)
from Theriault, Mathewson will sell and assign 1,500,000 of his shares of Common Stock
2. Mathewson's Right of
Notwithstanding the foregoing, Mathewson shall have the right to repurchase at a
price of one-one hundredth of a cent ($0.0001) per share a portion of the shares
of Common Stock now being sold to Theriault if Theriault shall leave Gold
Runs employ for any reason before September 16, 2009.
The number of shares of Common Stock which Mathewson may repurchase from
Theriault under this Section 2 shall equal the product of one thousand three
hundred sixty nine and 863/1000 (1,369.863) multiplied by the number of days
between the end of Theriaults employment and September 16, 2009. The
number of days shall include both the date that Theriaults employment
ceases and September 16, 2009. The number of shares subject to this right to
repurchase shall be rounded to the nearest whole number.
If Mathewson desires to repurchase shares of Common Stock from Theriault under
this Section 2, he must do so within thirty (30) days after Theriault ceases to
be employed by Gold Run.
If Mathewsons employment with Gold Run shall for any reason cease either
before or simultaneously with Theriaults cessation of employment with Gold
Run, then Gold Run shall succeed to Mathewsons rights under this Section
3. Restrictions on Resale.
Theriault acknowledges that the shares of Common Stock which he is purchasing
are being purchased for his own account, as an investment and not for the
purpose of resale.
Theriault may not sell, assign, pledge, transfer or hypothecate the shares of
Common Stock that he is purchasing until one (1) year after he has paid for his
shares in accordance with Section 1 hereof. Thereafter, Theriault may sell in
accordance with applicable U.S. Federal securities laws, including Rule 144
promulgated by the Securities and Exchange Commission, a number of shares equal
to five percent (5%) of his shareholdings every six (6) months until two (2)
years after he has paid for his shares in accordance with Section 1 hereof.
Thereafter, he may freely dispose of his shares in accordance with applicable
U.S. Federal securities laws. Notwithstanding anything else in this paragraph,
Theriault shall not dispose of and shall continue to hold that number of shares
of Common Stock sufficient to satisfy Mathewsons repurchase rights under
Section 2 hereof.
To help implement this provision, Theriault consents to Gold Run maintaining
custody of the stock certificates evidencing his shares of Common Stock until
one (1) year after he has paid in full for his stock.
The certificates evidencing Theriaults shares of Common Stock shall bear
appropriate restrictive legends indicating that his shares are subject to U.S.
Federal securities laws and to the terms of this Agreement.
4. Further Documents. The
parties agree to execute such further documents, deeds, and instruments as may be
necessary or advisable to effectuate the provisions of this Agreement.
5. Representations. The
parties each make the following representations and warranties to the other, and to Gold
Run: (i) the parties each have the authority to enter into this
Agreement; (ii) this Agreement
does not conflict with any other agreement to which Mathewson or Theriault are
respectively parties or to which either may be bound; (iii) the parties have each read and
understand this Agreement, and (iv) although this Agreement has been drafted at the
parties request by one of Gold Runs counsel, the parties have each had the
opportunity to consult with counsel of their respective choosing before signing this
Agreement and have not relied upon Gold Run or its counsel for legal advice with respect
to this Agreement.
6. Notices. All
notices, requests, and other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered or mailed, by certified mail, return receipt
requested, to the addresses of the parties set forth in the first paragraph of this
Agreement and/or to such other persons and addresses as either party shall have specified
in writing to the other by notice as aforesaid. Two copies of any notices, requests or
other communications hereunder shall be forwarded to Gold Run at 330 Bay Street, Suite
820, Toronto, Ontario M5H 2S8 Canada.
7. Captions. The
caption headings in this Agreement are for convenience only and are not intended to be
construed as defining or limiting the contents of any portion of this Agreement.
8. Governing Law.
dispute hereunder will be decided in accordance with the laws of the State of New York
the parties hereby submit to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York
for resolution of any disputes under this Agreement.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on November ___ , 2006.
Pritchard, Chief Executive Officer