AMENDMENT DATED JUNE 21, 2007
TO
ESCROW AGREEMENT DATED FEBRUARY 20, 2007
This is an amendment dated June 21, 2007 to the Escrow Agreement dated
February 20, 2007 (the "Agreement") by and between The Bank of New York, a New
York banking corporation with its principal corporate trust office at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Escrow Agent")
and Gold Run Inc., a Delaware corporation with its principal office at ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (the "Company").
WHEREAS, the Company had originally retained the Escrow Agent pursuant to
the Agreement in connection with the Company's offer for sale of 8,000,000
shares of its Common Stock, par value $.000001 per share (the "Stock") in a
public offering on an all-or-none basis (the "Old Offering"); and
WHEREAS, the Company intends to file with the Securities and Exchange
Commission a post-effective amendment (the "Post-Effective Amendment") altering
the Old Offering so that it shall become an offer for sale of a minimum of
3,000,000 and a maximum of 8,000,000 shares of its Stock in a public offering on
a best efforts, minimum/maximum basis (the "New Offering"); and
WHEREAS, the Company and the Escrow Agent desire to amend Section 5 of the
Agreement for the purpose of reflecting the terms of the New Offering; and
WHEREAS, the Agreement shall in all other respects remain in full force
and effect. NOW, THEREFORE, it is agreed that Section 5 of the Agreement is
hereby amended as follows:
1. All references in Sections 5(a) and 5(b) to "8,000,000 shares" and
"$8,000,000.00" shall respectively be changed to "3,000,000 shares" and
"$3,000,000.00".
2. The following shall be inserted after the first sentence of Section
5(b): "After a minimum of $3,000,000.00 has been released to the Company, the
Company shall have the right to keep the offering open until July 13, 2007, and
may further extend the offering for up to an additional thirty (30) days
thereafter. The Company shall give the Escrow Agent written notice of any and
all changes to the term of the offering after the Escrow Agent has released at
least the minimum of $3,000,000.00 to the Company. If the Company elects to keep
the offering open after the Escrow Agent has released the minimum of at least
$3,000,000.00 to the Company, the Escrow Agent shall thereafter until the
offering has terminated release to the Company on a daily basis any additional
funds which have been deposited into the Escrow Account and which have cleared.
The Company shall thereupon instruct its transfer agent to issue and deliver the
appropriate stock certificates to the subscribers who have deposited funds after
the minimum of $3,000,000.00 has been released to the Company."
IN WITNESS WHEREOF, the Company and the Escrow Agent have executed this
Amendment as of the date first above written.
GOLD RUN INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: CEO
THE BANK OF NEW YORK
as Escrow Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
