Common use of Acquisition Consideration Clause in Contracts

Acquisition Consideration. Each of the Selling Stockholders hereby agrees to assign, sell and transfer all of their respective Purchased Shares in exchange for the following consideration in the following manner: (a) to the Pacific Road Funds (or any other Pacific Road Entity following completion of the PR Pre-Closing Reorganization): (i) the issuance of an aggregate of 14,000,000 restricted common shares of UEC’s Common Stock (collectively the “Acquisition Shares”), which the Parties acknowledge and agree shall be valued at a deemed issuance price of US$1.406 per Acquisition Share (the “Deemed Issuance Price per Acquisition Share”), and which Acquisition Shares shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; (ii) the issuance of warrants (collectively, the “Acquisition Warrants”) to purchase an aggregate of 11,000,000 shares of UEC’s Common Stock (collectively, the “Warrant Shares”, and together with the Acquisition Shares, collectively, the “UEC Shares”), in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for a period of five years from the Closing Date (the “Warrant Exercise Period”). The Acquisition Warrants shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and (iii) at the election of the Pacific Road Funds, either: (A) grant to the Pacific Road Funds a net profits interest royalty that, in the aggregate as to all of the Pacific Road Funds, equals 0.50% of the net profits on the Reno Creek Project (the “NPI Royalties”), as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC to the Pacific Road Funds under the NPI Royalties, in the aggregate, capped at US$2,500,000, at all times; or (B) pay to the Pacific Road Funds an aggregate of US$100,000 at the Closing Date by wire transfer of immediately available funds to an account of the Pacific Road Funds (which account details must be provided to UEC at least three business days prior to the Closing Date). For certainty, the Pacific Road Funds confirm their election to take the NPI Royalties to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and (b) to BHI: (i) the issuance of an aggregate of 392,927 Acquisition Shares, which the Parties acknowledge and agree shall be valued at the Deemed Issuance Price per Acquisition Share, and which Acquisition Shares shall be issued in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; (ii) the issuance of Acquisition Warrants to purchase an aggregate of 308,728 Warrant Shares, in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for the Warrant Exercise Period. The Acquisition Warrants shall be issued to BHI in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; and (iii) at BHI’s election (delivered to UEC in writing prior to the Closing Date), either: (A) grant to BHI a net profits interest royalty that equals 0.01403% of the net profits on the Reno Creek Project (the “BHI NPI Royalty”), as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC under the BHI NPI Royalty, in the aggregate, capped at US$70,165.50, at all times; or (B) pay to BHI an aggregate of US$2,807 at the Closing Date by wire transfer of immediately available funds to an account of BHI (which account details must be provided to UEC at least three business days prior to the Closing Date), (and each of the Acquisition Shares, the Acquisition Warrants and the NPI Royalty being, collectively, the “Acquisition Consideration” herein).

Acquisition Consideration. Each of the Selling Stockholders hereby agrees to assign, sell and transfer all of their respective Purchased Shares in exchange for the following consideration in the following manner: (a) (i) At the Closing, the Company shall receive (A) the Base Cash Consideration and (B) 2,582,911 shares of Buyer Common Stock that equals the Base Buyer Share Value divided by the Average Closing Price (rounded up to the Pacific Road Funds nearest whole share) as of the date hereof. The parties acknowledge that, following the Closing and subject to compliance with applicable securities Laws, the Company intends to distribute the Buyer Common Stock to certain designees, including but not limited to, the holders of the Company Stock (the “Company Stockholders”) and the Entitled Optionees as set forth herein. Seller shall be responsible for and shall bear all costs associated with any subsequent distribution of Buyer Common Stock to any Company Stockholder or Entitled Optionee. (ii) At the Closing, Buyer shall retain the Holdback Consideration (the “Holdback”). Subject to satisfaction of the terms and conditions set forth in Section 2.04 and the Holdback Release Agreement, promptly following the end of thirty-six (36) months after the Closing Date, Buyer shall provide the Holdback Consideration to the Company. The Holdback Consideration is payable in cash or, at Buyer’s election, 1,291,456 shares of Buyer Common Stock, or any combination thereof, provided that (i) each of the conditions set forth in Section 7.03(g) is fully satisfied as of the proposed date of issuance of such Buyer Common Stock; (ii) such additional shares (A) shall be issued pursuant to an effective registration statement under the Securities Act or a valid exemption from registration pursuant to Section 3(a)(10) of the Securities Act or (B) immediately resalable pursuant to Rule 144 under the Securities Act (or any other Pacific Road Entity following completion successor rule); (iii) such additional shares shall be, when issued, duly authorized, validly issued, fully paid and non-assessable; and (iv) there has not occurred a Change in Control of Buyer. If any of the PR Pre-Closing Reorganization): conditions set forth in this Section 2.01(a)(ii) are not met, then the Holdback Consideration will be paid in cash. The Holdback Consideration shall not accrue interest. Notwithstanding anything else contained herein, if any Buyer Shares are issued as part of the Holdback Consideration, the cash portion of the Holdback Consideration shall be increased or decreased, as the case may be, by an amount equal to the product of (i) the issuance number of an aggregate of 14,000,000 restricted common shares of UEC’s Common Stock (collectively the “Acquisition Shares”), which the Parties acknowledge Buyer Shares so issued and agree shall be valued at a deemed issuance price of US$1.406 per Acquisition Share (the “Deemed Issuance Price per Acquisition Share”), and which Acquisition Shares shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; (ii) the issuance of warrants (collectively, difference between the “Acquisition Warrants”) to purchase an aggregate of 11,000,000 shares of UEC’s Common Stock (collectively, the “Warrant Shares”, and together with the Acquisition Shares, collectively, the “UEC Shares”), in substantially the form attached hereto Average Closing Price calculated as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for a period of five years from the Closing Date (the “Warrant Exercise Period”). The Acquisition Warrants shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior date hereof and the Average Closing Price as of the date of delivery of the shares to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and (iii) at the election of the Pacific Road Funds, either: (A) grant to the Pacific Road Funds a net profits interest royalty that, in the aggregate as to all of the Pacific Road Funds, equals 0.50% of the net profits on the Reno Creek Project (the “NPI Royalties”), as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC to the Pacific Road Funds under the NPI Royalties, in the aggregate, capped at US$2,500,000, at all times; or (B) pay to the Pacific Road Funds an aggregate of US$100,000 at the Closing Date by wire transfer of immediately available funds to an account of the Pacific Road Funds (which account details must be provided to UEC at least three business days prior to the Closing Date). For certainty, the Pacific Road Funds confirm their election to take the NPI Royalties to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; andCompany. (b) to BHI: (i) the issuance of an aggregate of 392,927 Acquisition Shares, which the Parties acknowledge and agree shall be valued at the Deemed Issuance Price per Acquisition Share, and which Acquisition Shares shall be issued As used in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; (ii) the issuance of Acquisition Warrants to purchase an aggregate of 308,728 Warrant Shares, in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for the Warrant Exercise Period. The Acquisition Warrants shall be issued to BHI in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; and (iii) at BHI’s election (delivered to UEC in writing prior to the Closing Date), either: (A) grant to BHI a net profits interest royalty that equals 0.01403% of the net profits on the Reno Creek Project (the “BHI NPI Royalty”), as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC under the BHI NPI Royalty, in the aggregate, capped at US$70,165.50, at all times; or (B) pay to BHI an aggregate of US$2,807 at the Closing Date by wire transfer of immediately available funds to an account of BHI (which account details must be provided to UEC at least three business days prior to the Closing Date), (and each of the Acquisition Sharesthis Agreement, the Acquisition Warrants and following terms have the NPI Royalty being, collectively, the “Acquisition Consideration” herein).following meanings:

Acquisition Consideration. Each of the Selling Stockholders hereby agrees to assign, sell and transfer all of their respective Purchased Shares in exchange for the following consideration in the following manner: (a) to the Pacific Road Funds (or any other Pacific Road Entity following completion The Acquisition Consideration shall consist of the PR Pre-Closing Reorganization): (i) a "Closing Payment" the issuance amount of an aggregate of 14,000,000 restricted common shares of UEC’s Common Stock (collectively the “Acquisition Shares”), which the Parties acknowledge and agree shall be valued at a deemed issuance price of US$1.406 per Acquisition Share (the “Deemed Issuance Price per Acquisition Share”), and which Acquisition Shares shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; (ii) the issuance of warrants (collectively, the “Acquisition Warrants”) to purchase an aggregate of 11,000,000 shares of UEC’s Common Stock (collectively, the “Warrant Shares”, and together with the Acquisition Shares, collectively, the “UEC Shares”), in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for a period of five years from the Closing Date (the “Warrant Exercise Period”). The Acquisition Warrants shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and (iii) at the election of the Pacific Road Funds, either: (A) grant to the Pacific Road Funds a net profits interest royalty that, in the aggregate as to all of the Pacific Road Funds, equals 0.50% of the net profits on the Reno Creek Project (the “NPI Royalties”), as calculated determined and paid in accordance with subsection (b) below and (ii) an "Earn-Out Payment" the terms amount of the NPI Royalty attached hereto as Schedule Kwhich, if any, shall be contingent upon Revenue and Pre-Tax Operating Margin in accordance with the total amount payable by UEC to the Pacific Road Funds under the NPI Royalties, procedures set forth in the aggregate, capped at US$2,500,000, at all times; or subsection (Bc) pay to the Pacific Road Funds an aggregate of US$100,000 at the Closing Date by wire transfer of immediately available funds to an account of the Pacific Road Funds (which account details must be provided to UEC at least three business days prior to the Closing Date). For certainty, the Pacific Road Funds confirm their election to take the NPI Royalties to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; andbelow. (b) The Closing Payment shall be an amount equal to BHI: (i) FIVE MILLION DOLLARS ($5,000,000) (the issuance of an aggregate of 392,927 Acquisition Shares"Base Price"), which the Parties acknowledge and agree shall be valued at the Deemed Issuance Price per Acquisition Share, and which Acquisition Shares shall be issued in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; less (ii) the issuance of Acquisition Warrants to purchase an aggregate of 308,728 Warrant Shares, in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for the Warrant Exercise PeriodAdjustments. The term "Acquisition Warrants shall be issued Adjustments" means the sum of (v) any amounts payable to BHI participants in accordance the Company Value Participation Plan pursuant to the terms thereof upon consummation of the Acquisition; (w) the amount of all indebtedness of the Company outstanding as of the Closing Date to Banco Popular FSB, the Principal Shareholders and Marlxxx Xxxxxxx xxx other third parties ("Indebtedness") other than Indebtedness which constitutes trade payables, accrued expenses incurred in the ordinary course of business and equipment lease obligations set forth in the Company Disclosure Schedule; and (x) the amount of all attorney and other professional and finder's fees (other than the professional fees set forth on the Company Disclosure Schedule and which are not considered Acquisition Adjustments) including, without limitation, (A) the fee of The Platinum Group ("Platinum") based on the Closing Payment, and (B) the fees incurred by the Company and the Principal Shareholders in connection with the registration instructions of BHI delivered Acquisition up to UEC in writing prior to and including the Closing Date. The Closing Payment shall be paid to the Shareholders at Closing based upon each Shareholder's Pro Rata Share thereof; and provided, however, that from the Closing Payment otherwise payable to each Shareholder who acquired shares upon the exercise of options pursuant to the Company's 1996 Incentive and Non-Qualified Stock Option Plan (iii"Option Holder"), there shall be withheld from the amount otherwise due to such Option Holder (i) at BHI’s election an amount (delivered the "Aggregate Exercise Price") equal to UEC the product of (A) the number of shares acquired by such Option Holder upon exercise of the options and (B) the exercise prices of such options, and (ii) the amount of taxes, as determined by Purchaser in writing prior its discretion, attributable to that amount which is considered compensation includable in the Option Holder's gross income by reason of the exercise of such options. The term "Pro Rata Share" shall be a fraction the numerator of which is the number of Shares owned by such Shareholder as of the Closing Date and the denominator of which is the number of Shares owned by all Shareholders as of the Closing Date). At the Closing, either: (A) grant Purchaser shall cause to BHI a net profits interest royalty that equals 0.01403% of the net profits on the Reno Creek Project (the “BHI NPI Royalty”), as calculated and be paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC under the BHI NPI Royalty, in the aggregate, capped at US$70,165.50, at all times; or (B) pay to BHI an aggregate of US$2,807 at the Closing Date by wire transfer of immediately available funds all Acquisition Adjustments which have been deducted from the Base Price upon presentation of invoices satisfactory to an account Purchaser and, with respect to Indebtedness, evidence satisfactory to Purchaser that, upon payment of BHI (which account details must be provided to UEC at least three business days prior to the Closing Date), (and each of the Acquisition Sharessuch Indebtedness, the Acquisition Warrants Company's and the NPI Royalty being, collectively, the “Acquisition Consideration” herein)Principal Shareholders' obligations to such creditors shall be discharged in full without penalty or further obligation.