exv10w8



 





Exhibit 10.8




FUNDS ESCROW AGREEMENT




     This Agreement is dated as of the 30th day of November, 2004 among
Goldspring, Inc., a Florida corporation (the “Company”), the Subscribers
identified on Schedule A hereto (each a “Subscriber” and collectively
“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):



W I T N E S S E T H:




     WHEREAS, the Company and Subscribers have entered into a Subscription
Agreement calling for the sale by the Company to the Subscribers of Convertible
Notes in the aggregate principal amount of up to $12,000,000 and Warrants in
the denominations set forth on Schedule A hereto; and



     WHEREAS, the parties hereto require the Company to deliver the Notes and
Warrants against payment therefor, with such Notes, Warrants and the Escrowed
Payment to be delivered to the Escrow Agent to be held in escrow and released
by the Escrow Agent in accordance with the terms and conditions of this
Agreement; and



     WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant to
the terms and conditions of this Agreement;



     NOW THEREFORE, the parties agree as follows:



ARTICLE I




INTERPRETATION




     1.1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Subscription Agreement shall have the meanings given to
such terms in the Subscription Agreement. Whenever used in this Agreement, the
following terms shall have the following respective meanings:



          (a) “Agreement” means this Agreement and all amendments made hereto and
thereto by written agreement between the parties;



          (b) “Closing Date” shall have the meaning set forth in Section 14(b) of
the Subscription Agreement;



          (c) “Escrowed Payment” means the Common Stock, Class A Warrants and Green
Shoe Warrants set forth on Schedule A hereto;



          (d) “Legal Fees” shall have the meaning set forth in Section 8(b) of the
Subscription Agreement;



          (e) “Legal Opinion” means the original signed legal opinion referred to in
Section 6 of the Subscription Agreement;



          (f) “Notes” shall have the meaning set forth in the Subscription
Agreement;



          (g) “Subscription Agreement” means the Subscription Agreement (and the
exhibits thereto) entered into or to be entered into by the parties in
reference to the sale and purchase of the Notes and Warrants;



 









 





          (h) “Warrants” shall have the meaning set forth in Section 3 of the
Subscription Agreement;



          (i) Collectively, the executed Subscription Agreement, Notes, Legal
Opinion, and Warrants are referred to as “Company Documents”; and



          (j) Collectively, the Escrowed Payment and the executed Subscription
Agreement are referred to as “Subscriber Documents”.



     1.2. Entire Agreement. This Agreement along with the Company Documents
and the Subscriber Documents constitute the entire agreement between the
parties hereto pertaining to the Company Documents and Subscriber Documents and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties. There are no warranties,
representations and other agreements made by the parties in connection with the
subject matter hereof except as specifically set forth in this Agreement, the
Company Documents and the Subscriber Documents.



     1.3. Extended Meanings. In this Agreement words importing the singular
number include the plural and vice versa; words importing the masculine gender
include the feminine and neuter genders. The word “person” includes an
individual, body corporate, partnership, trustee or trust or unincorporated
association, executor, administrator or legal representative.



     1.4. Waivers and Amendments. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by all parties, or, in the
case of a waiver, by the party waiving compliance. Except as expressly stated
herein, no delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any right, power or privilege hereunder preclude any
other or future exercise of any other right, power or privilege hereunder.



     1.5. Headings. The division of this Agreement into articles, sections,
subsections and paragraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.



     1.6. Law Governing this Agreement. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action brought by either party
against the other concerning the transactions contemplated by this Agreement
shall be brought only in the state courts of New York or in the federal courts
located in the state of New York. Both parties and the individuals executing
this Agreement and other agreements on behalf of the Company agree to submit to
the jurisdiction of such courts and waive trial by jury. The prevailing party
(which shall be the party which receives an award most closely resembling the
remedy or action sought) shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this
Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement.



     1.7. Specific Enforcement, Consent to Jurisdiction. The Company and
Subscriber acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injuction or
injunctions to prevent or cure breaches of the provisions of this


(Funds Escrow Agreement)


2









 







Agreement and to enforce specifically the terms and provisions hereof or
thereof, this being in addition to any other remedy to which any of them may be
entitled by law or equity. Subject to Section 1.6 hereof, each of the Company
and Subscriber hereby waives, and agrees not to assert in any such suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction
of such court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or proceeding is
improper. Nothing in this Section shall affect or limit any right to serve
process in any other manner permitted by law.



ARTICLE II




DELIVERIES TO THE ESCROW AGENT




     2.1. Company Deliveries. On or before December 6, 2004, the Company shall
deliver the Legal Fees and Company Documents to the Escrow Agent. The Legal
Fees will be delivered pursuant to the following wire transfer instructions:



Citibank, N.A.

1155 6th Avenue

New York, NY 10036, USA

ABA Number: 0210-00089

For Credit to: Grushko & Mittman, IOLA Trust Account

Account Number: 45208884




     2.2. Subscriber Deliveries. On or before December 6, 2004, each
Subscriber shall deliver to the Escrow Agent such Subscriber’s portion of the
Escrow Payment and the executed Subscription Agreement.



     2.3. Intention to Create Escrow Over Company Documents and Subscriber
Documents. The Subscriber and Company intend that the Company Documents and
Subscriber Documents shall be held in escrow by the Escrow Agent pursuant to
this Agreement for their benefit as set forth herein.



     2.4. Escrow Agent to Deliver Company Documents and Subscriber Documents.
The Escrow Agent shall hold and release the Company Documents and Subscriber
Documents only in accordance with the terms and conditions of this Agreement.



ARTICLE III




RELEASE OF COMPANY DOCUMENTS AND SUBSCRIBER DOCUMENTS




     3.1. Release of Escrow. Subject to the provisions of Section 4.2, the
Escrow Agent shall release the Company Documents and Subscriber Documents as
follows:



          (a) On the Closing Date, the Escrow Agent will simultaneously release the
Company Documents to the Subscriber and release the Subscriber Documents to the
Company except that the Legal Fees will be released to the Subscriber’s
attorneys.



          (b) All funds to be delivered to the Company shall be delivered pursuant
to the wire instructions to be provided in writing by the Company to the Escrow
Agent.



          (c) Notwithstanding the above, upon receipt by the Escrow Agent of joint
written instructions (“Joint Instructions”) signed by the Company and the
Subscriber, it shall deliver the Company Documents and Subscriber Documents in
accordance with the terms of the Joint Instructions.


(Funds Escrow Agreement)



3









 





          (d) Notwithstanding the above, upon receipt by the Escrow Agent of a final
and non-appealable judgment, order, decree or award of a court of competent
jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Company
Documents and Subscriber Documents in accordance with the Court Order. Any
Court Order shall be accompanied by an opinion of counsel for the party
presenting the Court Order to the Escrow Agent (which opinion shall be
satisfactory to the Escrow Agent) to the effect that the court issuing the
Court Order has competent jurisdiction and that the Court Order is final and
non-appealable.



     3.2. Acknowledgement of Company and Subscriber; Disputes. The Company and
the Subscriber acknowledge that the only terms and conditions upon which the
Company Documents and Subscriber Documents are to be released are set forth in
Sections 3 and 4 of this Agreement. The Company and the Subscriber reaffirm
their agreement to abide by the terms and conditions of this Agreement with
respect to the release of the Company Documents and Subscriber Documents. Any
dispute with respect to the release of the Company Documents and Subscriber
Documents shall be resolved pursuant to Section 4.2 or by agreement between the
Company and Subscriber.



ARTICLE IV




CONCERNING THE ESCROW AGENT




     4.1. Duties and Responsibilities of the Escrow Agent. The Escrow Agent’s
duties and responsibilities shall be subject to the following terms and
conditions:



          (a) The Subscriber and Company acknowledge and agree that the Escrow Agent
(i) shall not be responsible for or bound by, and shall not be required to
inquire into whether either the Subscriber or Company is entitled to receipt of
the Company Documents and Subscriber Documents pursuant to, any other agreement
or otherwise; (ii) shall be obligated only for the performance of such duties
as are specifically assumed by the Escrow Agent pursuant to this Agreement;
(iii) may rely on and shall be protected in acting or refraining from acting
upon any written notice, instruction, instrument, statement, request or
document furnished to it hereunder and believed by the Escrow Agent in good
faith to be genuine and to have been signed or presented by the proper person
or party, without being required to determine the authenticity or correctness
of any fact stated therein or the propriety or validity or the service thereof;
(iv) may assume that any person believed by the Escrow Agent in good faith to
be authorized to give notice or make any statement or execute any document in
connection with the provisions hereof is so authorized; (v) shall not be under
any duty to give the property held by Escrow Agent hereunder any greater degree
of care than Escrow Agent gives its own similar property; and (vi) may consult
counsel satisfactory to Escrow Agent, the opinion of such counsel to be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by Escrow Agent hereunder in good faith and in accordance
with the opinion of such counsel.



          (b) The Subscriber and Company acknowledge that the Escrow Agent is acting
solely as a stakeholder at their request and that the Escrow Agent shall not be
liable for any action taken by Escrow Agent in good faith and believed by
Escrow Agent to be authorized or within the rights or powers conferred upon
Escrow Agent by this Agreement. The Subscriber and Company, jointly and
severally, agree to indemnify and hold harmless the Escrow Agent and any of
Escrow Agent’s partners, employees, agents and representatives for any action
taken or omitted to be taken by Escrow Agent or any of them hereunder,
including the fees of outside counsel and other costs and expenses of defending
itself against any claim or liability under this Agreement, except in the case
of gross negligence or willful misconduct on Escrow Agent’s part committed in
its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe
a duty only to the Subscriber and Company under this Agreement and to no other
person.



(Funds Escrow Agreement)



4









 





          (c) The Subscriber and Company jointly and severally agree to reimburse
the Escrow Agent for outside counsel fees, to the extent authorized hereunder
and incurred in connection with the performance of its duties and
responsibilities hereunder.



          (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by
giving five (5) days prior written notice of resignation to the Subscriber and
the Company. Prior to the effective date of the resignation as specified in
such notice, the Subscriber and Company will issue to the Escrow Agent a Joint
Instruction authorizing delivery of the Company Documents and Subscriber
Documents to a substitute Escrow Agent selected by the Subscriber and Company.
If no successor Escrow Agent is named by the Subscriber and Company, the Escrow
Agent may apply to a court of competent jurisdiction in the State of New York
for appointment of a successor Escrow Agent, and to deposit the Company
Documents and Subscriber Documents with the clerk of any such court.



          (e) The Escrow Agent does not have and will not have any interest in the
Company Documents and Subscriber Documents, but is serving only as escrow
agent, having only possession thereof. The Escrow Agent shall not be liable
for any loss resulting from the making or retention of any investment in
accordance with this Escrow Agreement.



          (f) This Agreement sets forth exclusively the duties of the Escrow Agent
with respect to any and all matters pertinent thereto and no implied duties or
obligations shall be read into this Agreement.



          (g) The Escrow Agent shall be permitted to act as counsel for the
Subscriber in any dispute as to the disposition of the Company Documents and
Subscriber Documents, in any other dispute between the Subscriber and Company,
whether or not the Escrow Agent is then holding the Company Documents and
Subscriber Documents and continues to act as the Escrow Agent hereunder.



          (h) The provisions of this Section 4.1 shall survive the resignation of
the Escrow Agent or the termination of this Agreement.



     4.2. Dispute Resolution: Judgments. Resolution of disputes arising under
this Agreement shall be subject to the following terms and conditions:



          (a) If any dispute shall arise with respect to the delivery, ownership,
right of possession or disposition of the Company Documents and Subscriber
Documents, or if the Escrow Agent shall in good faith be uncertain as to its
duties or rights hereunder, the Escrow Agent shall be authorized, without
liability to anyone, to (i) refrain from taking any action other than to
continue to hold the Company Documents and Subscriber Documents pending receipt
of a Joint Instruction from the Subscriber and Company, or (ii) deposit the
Company Documents and Subscriber Documents with any court of competent
jurisdiction in the State of New York, in which event the Escrow Agent shall
give written notice thereof to the Subscriber and the Company and shall
thereupon be relieved and discharged from all further obligations pursuant to
this Agreement. The Escrow Agent may, but shall be under no duty to, institute
or defend any legal proceedings which relate to the Company Documents and
Subscriber Documents. The Escrow Agent shall have the right to retain counsel
if it becomes involved in any disagreement, dispute or litigation on account of
this Agreement or otherwise determines that it is necessary to consult counsel.



          (b) The Escrow Agent is hereby expressly authorized to comply with and
obey any Court Order. In case the Escrow Agent obeys or complies with a Court
Order, the Escrow Agent shall not be liable to the Subscriber and Company or to
any other person, firm, corporation or entity by reason of such compliance.


(Funds Escrow Agreement)


5









 





ARTICLE V




GENERAL MATTERS




     5.1. Termination. This escrow shall terminate upon the release of all of
the Company Documents and Subscriber Documents or at any time upon the
agreement in writing of the Subscriber and Company.



     5.2. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile,
addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon
hand delivery or delivery by facsimile, with accurate confirmation generated by
the transmitting facsimile machine, at the address or number designated below
(if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:




	(a)	 	If to the Company, to:




Goldspring, Inc.

8585 E. Hartford Drive, Suite 400

Scottsdale, AZ 85255

Attn: Robert T. Faber, President & CEO

Fax: (480) 505-4044




	 	 	With a copy by telecopier only, to:




Greenberg Traurig LLP

2375 E. Camelback Road, Suite 700

Phoenix, AZ 85016

Attn: Robert S. Kant, Esq.

Fax: (602)445-8100




	(b)	 	If to the Subscribers, to: the addresses and fax numbers listed on
Schedule A hereto






	(c)	 	If to the Escrow Agent, to:




Grushko & Mittman, P.C.

551 Fifth Avenue, Suite 1601

New York, New York 10176

Fax: 212-697-3575



or to such other address as any of them shall give to the others by notice made
pursuant to this Section 5.2.



     5.3. Interest. No portion of the Escrowed Payment shall be held in an
interest bearing account nor will interest be payable in connection therewith.


(Funds Escrow Agreement)


6









 





     5.4. Assignment; Binding Agreement. Neither this Agreement nor any right
or obligation hereunder shall be assignable by any party without the prior
written consent of the other parties hereto. This Agreement shall enure to the
benefit of and be binding upon the parties hereto and their respective legal
representatives, successors and assigns.



     5.5. Invalidity. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal, or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.



     5.6. Counterparts/Execution. This Agreement may be executed in any number
of counterparts and by different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. This Agreement
may be executed by facsimile transmission and delivered by facsimile
transmission.



(Funds Escrow Agreement)




7









 





     5.7. Agreement. Each of the undersigned states that he has read the
foregoing Funds Escrow Agreement and understands and agrees to it.



	 	 	 	 	 
	 	 	GOLDSPRING, INC.

the “Company”
	 
	 	 	 	 
	

	 	By:	 	/s/ Robert T. Faber
	

	 	 	 	
 
	

	 	 	 	Robert T. Faber, President







	 	 	 	 	 	 	 	 	 	 	 
	GAMMA OPPORTUNITY CAPITAL PARTNERS, LP	 	LONGVIEW FUND LP	 	LONGVIEW EQUITY FUND, LP
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	 
	 	/s/ Jonathan P. Knight	 	 	 	/s/ S. Michael Rudolph	 	 	 	/s/ Wayne Coleson
	
 	 	
 	 	
 
	Print Name:

	 	Jonathan P. Knight	 	Print Name:	 	S. Michael Rudolph	 	Print Name:	 	Wayne Coleson
	

	 	
 
	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	LONGVIEW INTERNATIONAL EQUITY FUND, LP	 	ALPHA CAPITAL AKTIENGESELLSCHAFT	 	CAPITAL VENTURES INTERNATIONAL
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	 
	 	/s/ Wayne Coleson	 	 	 	/s/ Konrad Ackermann	 	 	 	/s/ Martin Kobinger
	
 	 	
 	 	
 
	Print Name:

	 	Wayne Coleson	 	Print Name:	 	Konrad Ackermann	 	Print Name:	 	Martin Kobinger
	

	 	
 
	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	PORTSIDE GROWTH AND OPPORTUNITY FUND	 	ENABLE GROWTH PARTNERS L.P.	 	WHALEHAVEN FUNDS LIMITED
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	 
	 	/s/ Jeffrey Smith	 	 	 	/s/ Mitch Levine	 	 	 	/s/ Evan Schemenauer
	
 	 	
 	 	
 
	Print Name:

	 	Jeffrey Smith

	 	Print Name:
	 	Mitch Levine	 	Print Name:	 	Evan Schemenauer - Director
	

	 	Authorized Signatory	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	STONESTREET LIMITED PARTNERSHIP	 	SMITHFIELD FIDUCIARY LLC	 	TCMP3 PARTNERS LLP
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	 
	 	/s/ Michael Finkelstein	 	 	 	/s/ Adam J. Chill	 	 	 	/s/ Steven E. Slawson
	
 	 	
 	 	
 
	Print Name:

	 	Michael Finkelstein	 	Print Name:
	 	Adam J. Chill

	 	Print Name:	 	Steven E. Slawson
	

	 	
 
	 	 	 	Authorized Signatory	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	BRISTOL INVESTMENT FUND, LTD.	 	VERTICAL VENTURES, LLC	 	MERRIMAN CURHAN FORD CORPORATION
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	 
	 	/s/ Paul Kessler	 	 	 	/s/ Joshua Silverman	 	 	 	/s/ D. Jonathan Merriman
	
 	 	
 	 	
 
	Print Name:

	 	Paul Kessler, Director	 	Print Name:
	 	Joshua Silverman	 	Print Name:	 	Merriman
	

	 	
 
	 	 	 	
 
	 	 	 	
 







	 	 	 
	

	 	ESCROW AGENT:
	 
	 	/s/ Edward Grushko
	

	 	
 
	

	 	GRUSHKO & MITTMAN, P.C.





(Funds Escrow Agreement)


8









 






     5.7. Agreement. Each of the undersigned states that he has read the
foregoing Funds Escrow Agreement and understands and agrees to it.



	 	 	 	 	 
	 	 	GOLDSPRING, INC.

the “Company”
	 
	 	 	 	 
	

	 	By:	 	/s/ Robert T. Faber
	

	 	 	 	
 
	

	 	 	 	Robert T. Faber, President







	 	 	 	 	 	 	 	 	 	 	 
	A. TOD HINDIN	 	KENNETH R. WERNER REV TST 
DTD 7/20/96	 	THOMAS P. O’SHEA, JR.
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	/s/ A. Tod Hindin	 	/s/ Kenneth Werner	 	/s/ Thomas P. O’Shea, Jr.
	
 	 	
 	 	
 
	Print Name:
	 	A. Tod Hindin	 	Print Name:	 	Kenneth Werner	 	Print Name:	 	Thomas P. O’Shea, Jr.
	

	 	
 
	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	D. JONATHAN MERRIMAN	 	BROCK GANELES	 	ELISE STERN
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	/s/ D. Jonathan Merriman	 	/s/ Brock Ganeles	 	/s/ Elise Stern
	
 	 	
 	 	
 
	Print Name:
	 	D. Jonathan Merriman	 	Print Name:	 	Brock Ganeles	 	Print Name:	 	Elise Stern
	

	 	
 
	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	CRAIG E. SULTAN	 	CARL FRANKSON	 	JON M. PLEXICO
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	/s/ Craig E. Sultan	 	/s/ Carl Frankson	 	/s/ Jon M. Plexico
	
 	 	
 	 	
 
	Print Name:
	 	Craig E. Sultan	 	Print Name:	 	Carl Frankson	 	Print Name:	 	Jon M. Plexico
	

	 	
 
	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	PETE MARCIL	 	DAVID BAIN	 	STEVEN R. SARRACINO
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	/s/ Peter C. Marcil	 	/s/ David Bain	 	/s/ Steven R. Sarracino
	
 	 	
 	 	
 
	Print Name:
	 	Peter C. Marcil	 	Print Name:	 	David Bain	 	Print Name:	 	Steven R. Sarracino
	

	 	
 
	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	GREGORY S. CURHAN	 	JOHN HIESTAND	 	ROBERT E. FORD
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	/s/ Gregory S. Curhan	 	/s/ John Hiestand	 	/s/ Robert E. Ford
	
 	 	
 	 	
 
	Print Name:
	 	Gregory S. Curhan	 	Print Name:	 	John Hiestand	 	Print Name:	 	Robert E. Ford
	

	 	
 
	 	 	 	
 
	 	 	 	
 







	 	 	 
	

	 	ESCROW AGENT:
	 
	 	/s/ Edward Grushko
	

	 	
 
	

	 	GRUSHKO & MITTMAN, P.C.






(Funds Escrow Agreement)


9









 






     5.7. Agreement. Each of the undersigned states that he has read the
foregoing Funds Escrow Agreement and understands and agrees to it.



	 	 	 	 	 
	 	 	GOLDSPRING, INC.

the “Company”
	 
	 	 	 	 
	

	 	By:	 	/s/ Robert T. Faber
	

	 	 	 	
 
	

	 	 	 	Robert T. Faber, President







	 	 	 	 	 	 	 	 	 	 	 
	ERIC WOLD	 	CHRISTOPHER AGUILAR	 	PETER A. BLACKWOOD
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	 
	 	/s/ Eric Wold	 	 	 	/s/ Christopher Aguilar	 	 	 	/s/ Peter A. Blackwood
	
 	 	
 	 	
 
	Print Name:

	 	Eric Wold	 	Print Name:
	 	Christopher Aguilar	 	Print Name:	 	Peter A. Blackwood
	

	 	
 
	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	GENESIS MICROCAP INC.	 	JOHN V. WINFIELD	 	JOHN V. WINFIELD IRA-1
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	 
	 	/s/ Larry Gibbons	 	 	 	/s/ John V. Winfield	 	 	 	/s/ John V. Winfield
	
 	 	
 	 	
 
	Print Name:

	 	Lawrence S. Gibbons 	 	Print Name:
	 	John V. Winfield 	 	Print Name:	 	John V. Winfield
	

	 	
 
	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	JOHN V. WINFIELD IRA-2	 	SANTA FE FINANCIAL CORP.	 	PORTSMOUTH SQUARE, INC.
	“Subscriber”

	 	 	 	“Subscriber”
	 	 	 	“Subscriber”	 	 
	 
	 	/s/ John V. Winfield	 	 	 	/s/ John V. Winfield	 	 	 	/s/ John V. Winfield
	
 	 	
 	 	
 
	Print Name:

	 	John V. Winfield	 	Print Name:
	 	John V. Winfield	 	Print Name:	 	John V. Winfield 
	

	 	
 
	 	 	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 	 	 	 	 
	INTERGROUP CORP.	 	ERIK FRANKLIN	 	 	 	 
	“Subscriber”

	 	 	 	“Subscriber”	 	 	 	 	 	 
	 
	 	/s/ John V. Winfield	 	 	 	/s/ Erik Franklin	 	 	 	 
	
 	 	
 	 	 	 	 
	Print Name:

	 	John V. Winfield	 	Print Name:	 	Erik Franklin	 	 	 	 
	

	 	
 
	 	 	 	
 	 	 	 	 







	 	 	 
	

	 	ESCROW AGENT:
	 
	 	/s/ Edward Grushko 
	

	 	
 
	

	 	GRUSHKO & MITTMAN, P.C.






(Funds Escrow Agreement)



10









 





SCHEDULE A TO FUNDS ESCROW AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	GREEN SHOE
	 	 	 	 	 	 	 	 	 	 	COMMON STOCK	 	CLASS A WARRANT	 	WARRANT
	 	 	NOTE PRINCIPAL	 	CLASS B	 	COMPONENT OF	 	COMPONENT OF	 	COMPONENT OF
	 SUBSCRIBER
	 	AMOUNT
	 	WARRANTS
	 	PURCHASE PRICE
	 	PURCHASE PRICE
	 	PURCHASE PRICE

	GAMMA OPPORTUNITY CAPITAL PARTNERS, LP

605 Crescent Executive Court, Suite 416

Lake Mary, Florida 32746

Fax:
	 	$	832,550	 	 	 	2,081,375	 	 	 	1,630,435	 	 	 	815,218	 	 	 	815,218	 
	LONGVIEW FUND LP

600 Montgomery Street, 44th Floor

San Francisco, CA 94111

Fax: (415) 981-5302
	 	$	832,550	 	 	 	2,081,375	 	 	 	1,630,435	 	 	 	815,218	 	 	 	815,218	 
	LONGVIEW EQUITY FUND, LP

600 Montgomery Street, 44th Floor

San Francisco, CA 94111

Fax: (415) 981-5302
	 	$	1,248,825	 	 	 	3,122,063	 	 	 	2,445,652	 	 	 	1,222,826	 	 	 	1,222,826	 
	LONGVIEW INTERNATIONAL EQUITY FUND, LP

600 Montgomery Street, 44th Floor

San Francisco, CA 94111

Fax: (415) 981-5302
	 	$	416,275	 	 	 	1,040,688	 	 	 	815,217	 	 	 	407,609	 	 	 	407,609	 
	ALPHA CAPITAL AKTIENGESELLSCHAFT

Pradafant 7

9490 Furstentums

Vaduz, Lichtenstein

Fax: 011-42-32323196
	 	$	555,033	 	 	 	1,387,583	 	 	 	1,086,957	 	 	 	543,479	 	 	 	543,479	 
	CAPITAL VENTURES INTERNATIONAL

401 City Lane Avenue, Suite 220

Bala Cynwyd, PA 19004

Fax:
	 	$	1,110,066	 	 	 	2,775,165	 	 	 	2,173,913	 	 	 	1,086,957	 	 	 	1,086,957	 
	PORTSIDE GROWTH AND OPPORTUNITY FUND

C/o Ramius Capital Group, LLC

666 Third Avenue, 26th Floor

New York, NY 10017

Fax: (212) 845-7999
	 	$	277,516	 	 	 	693,790	 	 	 	543,478	 	 	 	271,739	 	 	 	271,739	 






(Funds Escrow Agreement)




11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	GREEN SHOE
	 	 	 	 	 	 	 	 	 	 	COMMON STOCK	 	CLASS A WARRANT	 	WARRANT
	 	 	NOTE PRINCIPAL	 	CLASS B	 	COMPONENT OF	 	COMPONENT OF	 	COMPONENT OF
	 SUBSCRIBER
	 	AMOUNT
	 	WARRANTS
	 	PURCHASE PRICE
	 	PURCHASE PRICE
	 	PURCHASE PRICE

	ENABLE GROWTH PARTNERS L.P.

One Ferry Building, Suite 255

San Francisco, CA 94111

Fax: (415) 677-1580
	 	$	222,013	 	 	 	555,033	 	 	 	434,783	 	 	 	217,392	 	 	 	217,392	 
	WHALEHAVEN FUNDS LIMITED 

3rd Floor, 14 Par-Laville Road

Hamilton, Bermuda HM08

Fax: (441) 292-1373

By:
	 	$	166,510	 	 	 	416,275	 	 	 	326,087	 	 	 	163,044	 	 	 	163,044	 
	STONESTREET LIMITED PARTNERSHIP

C/o Canaccord Capital Corporation

320 Bay Street, Suite 1300

Toronto, Ontario M5H 4A6, Canada

Fax: (416) 956-8989
	 	$	388,523	 	 	 	971,308	 	 	 	760,870	 	 	 	380,435	 	 	 	380,435	 
	SMITHFIELD FIDUCIARY LLC

C/o Highbridge Capital

9 West 57th Street, 27th Floor

New York, NY 10019

By: Adam Chill

Fax:
	 	$	277,516	 	 	 	693,790	 	 	 	543,478	 	 	 	271,739	 	 	 	271,739	 
	TCMP3 PARTNERS LLP

C/o Titan Capital Management

7 Century Drive, Suite 201

Parsippany, NJ 07054

Fax: (973) 540-0702
	 	$	111,006	 	 	 	277,515	 	 	 	217,391	 	 	 	108,696	 	 	 	108,696	 
	BRISTOL INVESTMENT FUND, LTD.

Caledonia House, Jennett Street

George Town, Grand Cayman

Cayman Islands

Fax: (323) 468-8307
	 	$	333,020	 	 	 	832,550	 	 	 	652,174	 	 	 	326,087	 	 	 	326,087	 
	VERTICAL VENTURES, LLC

641 Lexington Avenue, 26th Floor

New York, NY 10022

Fax: (212) 207-3452
	 	$	277,516	 	 	 	693,790	 	 	 	543,478	 	 	 	271,739	 	 	 	271,739	 
	MERRIMAN CURHAN FORD CORPORATION

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	139,313	 	 	 	348,283	 	 	 	272,826	 	 	 	136,413	 	 	 	136,413	 






(Funds Escrow Agreement)



12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	GREEN SHOE
	 	 	 	 	 	 	 	 	 	 	COMMON STOCK	 	CLASS A WARRANT	 	WARRANT
	 	 	NOTE PRINCIPAL	 	CLASS B	 	COMPONENT OF	 	COMPONENT OF	 	COMPONENT OF
	 SUBSCRIBER
	 	AMOUNT
	 	WARRANTS
	 	PURCHASE PRICE
	 	PURCHASE PRICE
	 	PURCHASE PRICE

	A. TOD HINDIN

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	55,503	 	 	 	138,758	 	 	 	108,696	 	 	 	54,348	 	 	 	54,348	 
	KENNETH R. WERNER REV TST DTD 7/20/96

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	55,503	 	 	 	138,758	 	 	 	108,696	 	 	 	54,348	 	 	 	54,348	 
	THOMAS P. O’SHEA, JR.

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	33,302	 	 	 	83,255	 	 	 	65,217	 	 	 	32,609	 	 	 	32,609	 
	D. JONATHAN MERRIMAN

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	33,302	 	 	 	83,255	 	 	 	65,217	 	 	 	32,609	 	 	 	32,609	 
	BROCK GANELES

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	27,751	 	 	 	69,378	 	 	 	54,348	 	 	 	27,174	 	 	 	27,174	 
	ELISE STERN

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	27,751	 	 	 	69,378	 	 	 	54,348	 	 	 	27,174	 	 	 	27,174	 
	CRAIG E. SULTAN

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	27,751	 	 	 	69,378	 	 	 	54,348	 	 	 	27,174	 	 	 	27,174	 
	CARL FRANKSON

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	27,751	 	 	 	69,378	 	 	 	54,348	 	 	 	27,174	 	 	 	27,174	 
	JON M. PLEXICO

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	22,201	 	 	 	55,503	 	 	 	43,478	 	 	 	21,739	 	 	 	21,739	 
	PETE MARCIL

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	22,201	 	 	 	55,503	 	 	 	43,478	 	 	 	21,739	 	 	 	21,739	 






(Funds Escrow Agreement)



13









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	GREEN SHOE
	 	 	 	 	 	 	 	 	 	 	COMMON STOCK	 	CLASS A WARRANT	 	WARRANT
	 	 	NOTE PRINCIPAL	 	CLASS B	 	COMPONENT OF	 	COMPONENT OF	 	COMPONENT OF
	 SUBSCRIBER
	 	AMOUNT
	 	WARRANTS
	 	PURCHASE PRICE
	 	PURCHASE PRICE
	 	PURCHASE PRICE

	DAVID BAIN

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	22,201	 	 	 	55,503	 	 	 	43,478	 	 	 	21,739	 	 	 	21,739	 
	STEVEN R. SARRACINO

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	21,646	 	 	 	54,115	 	 	 	42,391	 	 	 	21,196	 	 	 	21,196	 
	GREGORY S. CURHAN

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	11,100	 	 	 	27,750	 	 	 	21,739	 	 	 	10,870	 	 	 	10,870	 
	JOHN HIESTAND

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	11,100	 	 	 	27,750	 	 	 	21,739	 	 	 	10,870	 	 	 	10,870	 
	ROBERT E. FORD

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	11,100	 	 	 	27,750	 	 	 	21,739	 	 	 	10,870	 	 	 	10,870	 
	ERIC WOLD

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	11,100	 	 	 	27,750	 	 	 	21,739	 	 	 	10,870	 	 	 	10,870	 
	CHRISTOPHER AGUILAR

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	11,100	 	 	 	27,750	 	 	 	21,739	 	 	 	10,870	 	 	 	10,870	 
	PETER A. BLACKWOOD

601 Montgomery Street, Suite 1800

San Francisco, CA 94111

Fax: (415) 248-5692
	 	$	11,100	 	 	 	27,750	 	 	 	21,739	 	 	 	10,870	 	 	 	10,870	 
	GENESIS MICROCAP INC.

483 Green Lanes

London N13 4BS, England

By: Lawrence S. Gibbons

Fax: 011-087-0127-5687
	 	$	111,006	 	 	 	277,515	 	 	 	217,391	 	 	 	108,696	 	 	 	108,696	 





(Funds Escrow Agreement)




14









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	GREEN SHOE
	 	 	 	 	 	 	 	 	 	 	COMMON STOCK	 	CLASS A WARRANT	 	WARRANT
	 	 	NOTE PRINCIPAL	 	CLASS B	 	COMPONENT OF	 	COMPONENT OF	 	COMPONENT OF
	 SUBSCRIBER
	 	AMOUNT
	 	WARRANTS
	 	PURCHASE PRICE
	 	PURCHASE PRICE
	 	PURCHASE PRICE

	JOHN V. WINFIELD

820 Moraga Drive

Los Angeles, CA 90049

Fax: (310) 889-2525
	 	$	832,550	 	 	 	2,081,375	 	 	 	1,630,435	 	 	 	815,218	 	 	 	815,218	 
	JOHN V. WINFIELD IRA-1

820 Moraga Drive

Los Angeles, CA 90049

Fax: (310) 889-2525
	 	$	555,033	 	 	 	1,387,583	 	 	 	1,086,957	 	 	 	543,479	 	 	 	543,479	 
	JOHN V. WINFIELD IRA-2

820 Moraga Drive

Los Angeles, CA 90049

Fax: (310) 889-2525
	 	$	277,516	 	 	 	693,790	 	 	 	543,478	 	 	 	271,739	 	 	 	271,739	 
	SANTA FE FINANCIAL CORP.

820 Moraga Drive

Los Angeles, CA 90049

Fax: (310) 889-2525
	 	$	277,516	 	 	 	693,790	 	 	 	543,478	 	 	 	271,739	 	 	 	271,739	 
	PORTSMOUTH SQUARE, INC.

820 Moraga Drive

Los Angeles, CA 90049

Fax: (310) 889-2525
	 	$	277,516	 	 	 	693,790	 	 	 	543,478	 	 	 	271,739	 	 	 	271,739	 
	INTERGROUP CORP.

820 Moraga Drive

Los Angeles, CA 90049

Fax: (310) 889-2525
	 	$	1,110,066	 	 	 	2,775,165	 	 	 	2,173,913	 	 	 	1,086,957	 	 	 	1,086,957	 
	ERIK FRANKLIN

534 Openaki Road

Denville, NJ 07834

Fax:
	 	$	27,751	 	 	 	69,378	 	 	 	54,348	 	 	 	27,174	 	 	 	27,174	 






(Funds Escrow Agreement)




15