Common use of Consideration Shares Clause in Contracts

Consideration Shares. (a) Following execution of this Agreement, if required by the ASX Listing Rules, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue of the Consideration Shares. (b) On or immediately following the Closing Date, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation of the Consideration Shares on the ASX, including: (i) applying for official quotation of the Consideration Shares on the ASX by lodging an Appendix 2A, (ii) lodging with the ASX a cleansing notice in accordance with section 708A(5)(e) of the Corporations Act in respect of the Consideration Shares, (iii) causing its share registry to enter the Consideration Shares in the share register of the Parent; and (iv) requesting its share registry to issue to each Vendor a holding statement in respect of the relevant Consideration Shares. (c) If the number of Consideration Shares to be issued to a Vendor is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is less than 0.5 will be rounded down to the nearest whole number of Consideration Shares. Any difference in the Purchase Price resulting from such rounding will be reflected in accordance with the post-Closing adjustments pursuant to Section 2.7. (d) That portion of the Purchase Price payable in Consideration Shares which are issued to Insiders will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(D), hereto. (e) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three (3) months from Closing (“Investor Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Investor and the Parent (the “Investor Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(E), hereto. (f) During the period of the Insider Share Escrow or Investor Share Escrow, as applicable, and subject to the terms of the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable, the applicable Vendor shall not do any of the following: (i) dispose of, or agree or offer to dispose of, any of the Consideration Shares; (ii) create or agree or offer to create, any Encumbrance over the Consideration Shares; or (iii) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the Consideration Shares. (g) The obligations set out in Sections 2.5.3(d), 2.5.3(e) and 2.5.3(f) do not apply if the disposal arises as a result of or pursuant to: (i) the acceptance of a bona fide takeover bid made under chapter 6 of the Corporations Act in respect of the Consideration Shares; (ii) the transfer or cancellation of the Consideration Shares held in escrow pursuant to the Insider Share Escrow and Investor Share Escrow as part of a scheme of arrangement under Part 5.1 of the Corporations Act; (iii) participation in an equal access share buy-back, equal capital return or equal capital reduction, in each case, made in accordance with the Corporations Act; or (iv) if the disposal is required by applicable Law. all of which shall be as set forth in the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable. (h) The Parent shall, not less than five (5) Business Days (as defined in the ASX Listing Rules) before the end of the period of the Insider Share Escrow or Investor Share Escrow, as applicable, notify the ASX of the release from escrow of the applicable Consideration Shares in accordance with the ASX Listing Rule 3.10A. (i) Each Vendor shall execute all agreements as may be reasonably requested by the ASX or the Purchaser solely to give effect to this Section 2.5.3. (j) Execution of this Agreement by each of the Vendors constitutes: (i) an application by such Vendor to subscribe for the Consideration Shares, and confirmation that it will not be necessary for the Vendor to provide a separate application form to the Parent for the Consideration Shares; and (ii) such Vendor’s agreement to become a member of the Parent for the purposes of section 231(b) of the Corporations Act and to be bound by the constitution of the Parent upon the issue of the Consideration Shares. (k) Upon the expiry of the respective Insider Share Escrow and Investor Share Escrow, the Parent shall direct its share registry to release the Holding Lock on the Consideration Shares and the Parent agrees to take any and all such other steps or actions as may be required to ensure such Consideration Shares are released from the Holding Lock so they may be freely tradeable by the respective Vendor or its appointed broker. (l) For the avoidance of doubt, nothing in this Agreement is intended to prevent the disposal of the Consideration Shares by the applicable Vendor following the release of such Vendor’s Consideration Shares from escrow upon expiry of the Insider Share Escrow or Investor Share Escrow, as applicable.

Consideration Shares. 5.1 Subject to the provisions of Clause 5.2, without the prior written consent of the Buyer (in its absolute discretion), none of the Sellers shall: (a) Following execution during the six month period from the date of this AgreementCompletion, if required by the ASX Listing Rulesdispose of, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue charge or otherwise encumber 50 per cent. of the Consideration Shares.Shares legally or beneficially owned by that Seller from time to time or other securities for the time being representing or derived from those shares (whether by way of consolidation, sub-division, capitalisation or rights issue or otherwise); (b) On or immediately following during the Closing Datesix month period from the date of Completion, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation make any disposal of 50 per cent. of the Consideration Shares on legally or beneficially owned by that Seller from time to time or other securities for the ASXtime being representing or derived from those shares (whether by way of consolidation, including: sub-division, capitalisation or rights issue or otherwise) except through the Buyer’s broker (i“Broker”) applying in order to ensure an orderly market in the share capital of the Company, provided that if the Broker is unable to arrange for official quotation the disposal of such Consideration Shares concerned at a price which is acceptable to the Seller within 10 Business Days (or, where the disposal is of 3% or less of the Consideration Shares on legally or beneficially owned by the ASX by lodging an Appendix 2Arelevant Seller at that time, (ii) lodging with the ASX a cleansing notice in accordance with section 708A(5)(e5 Business Days) of being formally instructed in connection with such disposal, the Corporations Act in respect disposal of the Consideration Shares, (iii) causing its share registry to enter the such Consideration Shares in the share register of the Parent; and (iv) requesting its share registry to issue to each Vendor concerned may be effected through a holding statement in respect of the relevant Consideration Shares. (c) If the number of Consideration Shares to be issued to a Vendor third party broker but only if it is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is less than 0.5 will be rounded down to the nearest whole number of Consideration Shares. Any difference in the Purchase Price resulting from such rounding will be reflected in accordance with the post-Closing adjustments pursuant to Section 2.7. (d) That portion of the Purchase Price payable in Consideration Shares which are issued to Insiders will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(D), hereto. (e) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three (3) months from Closing (“Investor Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Investor and the Parent (the “Investor Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(E), hereto. (f) During the period of the Insider Share Escrow or Investor Share Escrow, as applicable, and subject to the terms of the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable, the applicable Vendor shall not do any of the following:effected:- (i) dispose of, or agree or offer to dispose of, any at a price in excess of the Consideration Shares; (ii) create or agree or offer to create, any Encumbrance over the Consideration Shares; or (iii) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the Consideration Shares. (g) The obligations set out in Sections 2.5.3(d), 2.5.3(e) and 2.5.3(f) do not apply if the disposal arises as a result of or pursuant to: (i) the acceptance of a bona fide takeover bid made under chapter 6 of the Corporations Act in respect of the Consideration Shares; (ii) the transfer or cancellation of the Consideration Shares held in escrow pursuant to the Insider Share Escrow and Investor Share Escrow as part of a scheme of arrangement under Part 5.1 of the Corporations Act; (iii) participation in an equal access share buy-back, equal capital return or equal capital reduction, in each case, made in accordance with the Corporations Act; or (iv) if the disposal is required by applicable Law. all of which shall be as set forth in the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable. (h) The Parent shall, not less than five (5) Business Days (as defined in the ASX Listing Rules) before the end of the period of the Insider Share Escrow or Investor Share Escrow, as applicable, notify the ASX of the release from escrow of the applicable Consideration Shares in accordance with the ASX Listing Rule 3.10A. (i) Each Vendor shall execute all agreements as may be reasonably requested by the ASX or the Purchaser solely to give effect to this Section 2.5.3. (j) Execution of this Agreement by each of the Vendors constitutes: (i) an application by such Vendor to subscribe for the Consideration Sharesprice quoted by, and confirmation that it will not be necessary for otherwise on terms no less favourable than those offered by, the Vendor to provide a separate application form to the Parent for the Consideration SharesBroker; and (ii) such Vendor’s agreement to become within a member further 10 Business Days (or where the disposal is of 3% or less of the Parent for the purposes of section 231(brelevant Seller’s Consideration Shares, 5 Business Days) of the Corporations Act and to be bound by the constitution of the Parent upon the issue of the Consideration Shares. (k) Upon the expiry of the respective Insider Share Escrow period of 10 Business Days (or 5 Business Days as the case may be) referred to above. For the purposes of this Clause “disposal” includes directly or indirectly, unconditionally or conditionally, mortgaging, pledging, charging, swapping, assigning, selling, transferring, creating an adverse interest over, granting options or other rights over, subscribing, encumber or otherwise disposing, including agreeing to do the same, and Investor Share Escrowthe expression “dispose of” shall be construed accordingly. 5.2 The restrictions contained in Clause 5.1 shall not prohibit any of the Sellers from disposing of Consideration Shares: (a) in acceptance of a general offer for the whole of the issued equity share capital of the Buyer (other than any equity share capital held by or committed to the offeror and/or persons acting in concert with the offeror) which has either been recommended by the directors of the Buyer or has become unconditional as to acceptances; or (b) by the execution of an irrevocable commitment to accept a general offer for the whole of the issued equity share capital of the Buyer other than equity share capital held by or committed to the offeror (and/or persons acting in connection with the offeror) which has been or is recommended by the directors of the Buyer or where the irrevocable commitment is expressed to be conditional upon such general offer being so recommended; or (c) pursuant to any compromise or arrangement providing for the acquisition by any person (or group of persons acting in concert) of 50% or more of the equity share capital of the Buyer and which compromise or arrangement has been sanctioned by the courts; or (d) where the disposal is to raise funds for a Seller to satisfy his liability to the Buyer pursuant to any Claim in accordance with Clause 6.17. 5.3 The provisions of Clause 5 are without prejudice to any restrictions on dealings in securities of the Company to which the Seller may be subject pursuant to the Company’s code of dealings in the Company's securities (adopted in compliance with Rule 21 of the AIM Rules) or pursuant to other applicable law or regulation, including but not limited to, the Parent shall direct its share registry to release AIM Rules, the Holding Lock on Criminal Justice Act 1993, the Consideration Shares Financial Services and the Parent agrees to take any Markets Act 2000 and all such other steps or actions as may be required to ensure such Consideration Shares are released from the Holding Lock so they may be freely tradeable by the respective Vendor or its appointed brokerMAR. (l) For 5.4 Notwithstanding the avoidance of doubtRelationship Agreement, nothing in this Agreement is intended to prevent the disposal any other Seller holding, directly or indirectly and together with its Connected Persons, more than 20% of the Consideration Common Shares by the applicable Vendor following the release of such Vendor’s Consideration Shares from escrow upon expiry of the Insider Share Escrow or Investor Share EscrowBuyer shall, as applicableat the request of the Buyer, enter into a relationship agreement with the Buyer in a form similar to the Relationship Agreement.

Consideration Shares. 4.1 The Consideration Shares shall be credited as fully paid, issued to the Seller free from all Encumbrances and rank pari passu in all respects with the existing Class A ordinary shares of US$0.10 each in the capital of the Buyer, including the right to receive all dividends declared, made or paid after the Completion Date (a) Following execution save that they shall not rank for any dividend or other distribution of the Buyer declared made, or paid by reference to a record date before the Completion Date). 4.2 For the purposes of this Agreement, if required by the ASX Listing Rules, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue of the Consideration Shares. (b) On or immediately following the Closing Date, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation of the Consideration Shares on the ASX, including: (i) applying for official quotation of the Consideration Shares on the ASX by lodging an Appendix 2A, (ii) lodging with the ASX a cleansing notice in accordance with section 708A(5)(e) of the Corporations Act in respect aggregate number of the Consideration Shares, (iii) causing its share registry to enter as well as the number comprising each of the Completion Consideration Shares, the Application Integration Shares and the Integration Consideration Shares in shall be calculated by the share register Buyer at Completion, based on the calculation of [***], provided that, with respect to the Parent; and (iv) requesting its share registry to issue to each Vendor a holding statement in respect of the relevant Integration Consideration Shares. (c) If , such number shall be adjusted after Completion for any stock split, combination, recapitalization or similar event that occurs after Completion but before the Integration Consideration Shares are allotted and issued to the Seller. Following such calculation, and in any event not later than [***], the Buyer shall notify the Seller in writing of the number of Consideration Shares, as well as the number comprising each of the Completion Consideration Shares, the Application Integration Shares and the Integration Consideration 4.3 The Buyer shall not be under any obligation to issue a fraction of a Consideration Share and accordingly the number of the Consideration Shares to be issued to a Vendor is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is less than 0.5 will Seller shall be rounded down to the nearest whole number in order to give effect to this Clause ‎4.3. 4.4 The Seller undertakes to the Buyer that notwithstanding any release of the Seller from its lock-up obligations in respect of the Consideration Shares. Any difference Shares set out in the Purchase Price resulting from such rounding will be reflected SHA Supplemental Deed: 4.4.1 it shall not, until [***] (the “Initial Lock-in Period”), Transfer [***] of the Consideration Shares (or any interest in them) to, or enter into any agreement to do so with, any Third Party; 4.4.2 following the Initial Lock-in Period, it shall not, until [***] (the “Second Lock-in Period”), Transfer [***]of the Consideration Shares (or any interest in them) to, or enter into any agreement to do so with, any Third Party; and 4.4.3 following the Second Lock-in Period, it shall not, until [***] (the “Third Lock-in Period” and, together with the Initial Lock-in Period and the Second Lock-in Period, the “Lock-in Periods”), Transfer [***] of the Consideration Shares (or any interest in them) to, or enter into any agreement to do so with, any Third Party, in each case, except in accordance with the post-Closing adjustments pursuant to Section 2.7Clause ‎4.5. (d) That 4.5 Nothing in Clause ‎4.4 shall prevent the Seller from Transferring all or a portion of the Purchase Price payable in Consideration Shares (or any interest in them) which are issued to Insiders will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(D), hereto. (e) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three (3) months from Closing (“Investor Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Investor and the Parent (the “Investor Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(E), hereto. (f) During the period of the Insider Share Escrow or Investor Share Escrow, as applicable, and subject to the terms undertaking not to Transfer pursuant to Clause ‎4.4 during the relevant Lock-in Period: 4.5.1 in acceptance of a general offer made by any Third Party for all of the Insider Share Escrow Agreements voting shares comprising the share capital of the Buyer (other than any ordinary share capital owned by the offeror or Investor Share Escrow Agreements, any concert party of the offeror) which is recommended by a majority of the Supervisory Board of the Buyer; 4.5.2 pursuant to an irrevocable commitment to accept any offer made for all of the voting shares comprising the share capital of the Buyer (other than any share capital owned by the offeror or any concert party of the offeror) which is recommended by a majority of the Supervisory Board of the Buyer; 4.5.3 where such disposal is made pursuant to an offer by the Buyer to purchase its own shares which is made on identical terms to all holders of voting shares in the Buyer and otherwise complies with Applicable Law; 4.5.4 pursuant to any scheme of reconstruction in relation to the Buyer in connection with its insolvency; 4.5.5 pursuant to any compromise or arrangement which is agreed by the requisite majority of the members of the Buyer and sanctioned by the court; 4.5.6 in the event of an intervening final and non-appealable court order or otherwise as applicablerequired by Applicable Law; 4.5.7 to satisfy a Claim under this Agreement in accordance with Clause ‎7.4; 4.5.8 in connection with [***]; or 4.5.9 with the prior written consent of the Buyer. 4.6 For the purposes of Clause ‎4.4, the applicable Vendor Consideration Shares shall not do include: 4.6.1 any shares held by the Seller arising out of the following: (i) dispose ofconsolidation, conversion or agree or offer to dispose of, subdivision of any of the Consideration Shares;; and (ii) create or agree or offer 4.6.2 any shares acquired by reference to create, any Encumbrance over the Consideration Shares; or (iii) do, whether by way of a bonus or rights issue, pre-emption right or otherwise, or omit to do, in exchange or substitution for any act if the act or omission would have the effect of transferring effective ownership or control of the Consideration Shares. (g) The obligations set out in Sections 2.5.3(d), 2.5.3(e) and 2.5.3(f) do not apply if the disposal arises as a result of or pursuant to4.7 [***]. 4.8 [***]: (i) the acceptance of a bona fide takeover bid made under chapter 6 of the Corporations Act in respect of the Consideration Shares; (ii) the transfer or cancellation of the Consideration Shares held in escrow pursuant to the Insider Share Escrow and Investor Share Escrow as part of a scheme of arrangement under Part 5.1 of the Corporations Act; (iii) participation in an equal access share buy-back, equal capital return or equal capital reduction, in each case, made in accordance with the Corporations Act; or (iv) if the disposal is required by applicable Law. all of which shall be as set forth in the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable4.9 [***]. (h) The Parent shall, not less than five (5) Business Days (as defined in the ASX Listing Rules) before the end of the period of the Insider Share Escrow or Investor Share Escrow, as applicable, notify the ASX of the release from escrow of the applicable Consideration Shares in accordance with the ASX Listing Rule 3.10A. (i) Each Vendor shall execute all agreements as may be reasonably requested by the ASX or the Purchaser solely to give effect to this Section 2.5.3. (j) Execution of this Agreement by each of the Vendors constitutes: (i) an application by such Vendor to subscribe for the Consideration Shares, and confirmation that it will not be necessary for the Vendor to provide a separate application form to the Parent for the Consideration Shares; and (ii) such Vendor’s agreement to become a member of the Parent for the purposes of section 231(b) of the Corporations Act and to be bound by the constitution of the Parent upon the issue of the Consideration Shares. (k) Upon the expiry of the respective Insider Share Escrow and Investor Share Escrow, the Parent shall direct its share registry to release the Holding Lock on the Consideration Shares and the Parent agrees to take any and all such other steps or actions as may be required to ensure such Consideration Shares are released from the Holding Lock so they may be freely tradeable by the respective Vendor or its appointed broker. (l) For the avoidance of doubt, nothing in this Agreement is intended to prevent the disposal of the Consideration Shares by the applicable Vendor following the release of such Vendor’s Consideration Shares from escrow upon expiry of the Insider Share Escrow or Investor Share Escrow, as applicable.

Consideration Shares. (a) Following execution For the purposes of clause 3.1(b) the value of each Consideration Share shall be US$1.7921 (GBP£1.4337). (b) In the event that: (i) 2017 EBITDA (as defined in, and as may be adjusted in accordance with, Schedule 9) is less than £2,400,000 as determined by an audit of the Company conducted by the accountants of the Buyer; or (ii) 2018 EBITDA (as defined in, and as may be adjusted in accordance with, Schedule 9) is less than £2,400,000 as determined by an audit of the Company conducted by the accountants of the Buyer, the Buyer shall send a written notice to the Sellers, upon receipt of which the Sellers shall forfeit and return to WTG the Clawback Consideration Shares in accordance with the Clawback Escrow Agreement. (c) In connection with the issue of the Consideration Shares each Seller hereby severally warrants to WTG that each of the following statements are true and correct on the date hereof: (i) he is aware that the Consideration Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and that the Consideration Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). He also understands that the Consideration Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon each Seller’s warranties contained in this clause 3.2; (ii) he is obtaining the Consideration Shares for his own account and has no present intention of distributing or selling the Consideration Shares except as permitted under the Securities Act, applicable state securities Laws and the Lock Up Agreement; (iii) he has sufficient knowledge and experience in business and financial matters to evaluate WTG, its proposed activities and the risks and merits of this Agreementinvestment. He has the ability to accept the high risk and lack of liquidity inherent in this type of investment; (iv) he had an opportunity to discuss the WTG’s business, management and financial affairs with directors, officers and management of WTG. He has also had the opportunity to ask questions of and receive answers from WTG and its management regarding the terms and conditions of this investment. He understands the significant risks of this investment; (v) each Seller has the capacity to protect its own interests in connection with the issuance of the Shares by virtue of its business or financial expertise; (vi) he understands that the Consideration Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. He has been advised or is aware of the provisions of Rule 144, as in effect from time to time, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about WTG, the resale occurring following the required holding period under Rule 144, and the number of shares being sold during any three month period not exceeding specified limitations; (vii) hereby confirms that he has satisfied himself as to the full observance of the Laws of his jurisdiction of residence in connection with the receipt of the Consideration Shares including (i) the legal requirements within his jurisdiction for the receipt of the Consideration Shares (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any government or other consents that may need to be obtained in connection with such acquisition, and (iv) the income tax and other tax consequences, if required by any, that may be relevant to the ASX Listing Rulespurchase, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue holding, redemption, sale or transfer of the Consideration Shares. (bviii) On or immediately following he is a certified high net worth individual within the Closing Date, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation meaning of article 48 of the Consideration Shares on the ASX, including: Financial Services and Markets Xxx 0000 (iFinancial Promotion) applying for official quotation of the Consideration Shares on the ASX by lodging an Appendix 2A, Order 2005 (ii) lodging with the ASX a cleansing notice in accordance with section 708A(5)(e) of the Corporations Act in respect of the Consideration Shares, (iii) causing its share registry to enter the Consideration Shares in the share register of the Parent; and (iv) requesting its share registry to issue to each Vendor a holding statement in respect of the relevant Consideration Shares. (c) If the number of Consideration Shares to be issued to a Vendor is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is less than 0.5 will be rounded down to the nearest whole number of Consideration Shares. Any difference in the Purchase Price resulting from such rounding will be reflected in accordance with the post-Closing adjustments pursuant to Section 2.7. (d) That portion of the Purchase Price payable in Consideration Shares which are issued to Insiders will be escrowed (i.e., prohibited from tradingas amended), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(D), hereto. (e) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three (3) months from Closing (“Investor Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Investor and the Parent (the “Investor Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(E), hereto. (f) During the period of the Insider Share Escrow or Investor Share Escrow, as applicable, and subject to the terms of the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable, the applicable Vendor shall not do any of the following: (i) dispose of, or agree or offer to dispose of, any of the Consideration Shares; (iiix) create or agree or offer to create, any Encumbrance over he resides at the Consideration Shares; or (iii) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the Consideration Shares. (g) The obligations set out in Sections 2.5.3(d), 2.5.3(e) and 2.5.3(f) do not apply if the disposal arises as a result of or pursuant to: (i) the acceptance of a bona fide takeover bid made under chapter 6 of the Corporations Act in respect of the Consideration Shares; (ii) the transfer or cancellation of the Consideration Shares held in escrow pursuant to the Insider Share Escrow and Investor Share Escrow as part of a scheme of arrangement under Part 5.1 of the Corporations Act; (iii) participation in an equal access share buy-back, equal capital return or equal capital reduction, in each case, made in accordance with the Corporations Act; or (iv) if the disposal is required by applicable Law. all of which shall be as address set forth next to his name in the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable. (h) The Parent shall, not less than five (5) Business Days (as defined in the ASX Listing Rules) before the end of the period of the Insider Share Escrow or Investor Share Escrow, as applicable, notify the ASX of the release from escrow of the applicable Consideration Shares in accordance with the ASX Listing Rule 3.10A. (i) Each Vendor shall execute all agreements as may be reasonably requested by the ASX or the Purchaser solely to give effect to this Section 2.5.3. (j) Execution of this Agreement by each of the Vendors constitutes: (i) an application by such Vendor to subscribe for the Consideration Shares, and confirmation that it will not be necessary for the Vendor to provide a separate application form to the Parent for the Consideration SharesSchedule 1 hereto; and (iix) following execution of this Agreement, he has an individual net worth, or a joint net worth with his spouse, in excess of $1,000,000; excluding the value of his primary residence and any indebtedness secured by such Vendor’s agreement residence (except to become a member the extent that the indebtedness exceeds the estimated fair market value of the Parent for residence, in which case such excess shall be included in the purposes determination of section 231(b) his net worth); or has had an individual income in excess of $200,000 in each of the Corporations Act two most recent years; or a joint income with his spouse in excess of $300,000 in each of those years, and to be bound by has a reasonable expectation of reaching the constitution of same income level in the Parent upon the issue of the Consideration Sharescurrent year. (k) Upon the expiry of the respective Insider Share Escrow and Investor Share Escrow, the Parent shall direct its share registry to release the Holding Lock on the Consideration Shares and the Parent agrees to take any and all such other steps or actions as may be required to ensure such Consideration Shares are released from the Holding Lock so they may be freely tradeable by the respective Vendor or its appointed broker. (l) For the avoidance of doubt, nothing in this Agreement is intended to prevent the disposal of the Consideration Shares by the applicable Vendor following the release of such Vendor’s Consideration Shares from escrow upon expiry of the Insider Share Escrow or Investor Share Escrow, as applicable.

Consideration Shares. The Parties acknowledge and agree that the issuance of the Consideration Shares and Consideration Warrants pursuant to Section 2.2 above is subject to the following: (a) Following execution of this Agreementall Consideration Shares, if required by the ASX Listing RulesPrivate Placement Shares, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue Consideration Warrants and First Majestic Shares issued upon exercise of the Consideration Warrants will be subject to a hold period under applicable Securities Laws and TSX and NYSE policies during which time they may not be re-sold, transferred or otherwise disposed of except in accordance with applicable Securities Laws and TSX and NYSE policies, and the share certificates representing the Consideration Shares, Private Placement Shares, Consideration Warrants and First Majestic Shares issued upon exercise of the Consideration Warrants will be required to bear the legend substantially as follows: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE CLOSING DATE]. (b) On or immediately following The Vendor acknowledges that the Closing Date, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation of the Consideration Shares on the ASX, including: (i) applying for official quotation of the Consideration Shares on the ASX by lodging an Appendix 2A, (ii) lodging with the ASX a cleansing notice in accordance with section 708A(5)(e) of the Corporations Act in respect of Purchaser is issuing the Consideration Shares, (iii) causing its share registry Private Placement Shares and Consideration Warrants under exemptions from the prospectus requirements of applicable Securities Laws and, as a consequence, certain protections, rights and remedies provided by applicable Securities Laws, including statutory rights of rescission or damages, will not be available to enter the Consideration Shares in the share register of the Parent; and (iv) requesting its share registry to issue to each Vendor a holding statement in respect of the relevant Consideration Shares.Vendor; (c) If Until such time as the number of Consideration Shares to be issued to a Vendor is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is holds less than 0.5 will be rounded down to the nearest whole number of Consideration Shares. Any difference in the Purchase Price resulting from such rounding will be reflected in accordance with the post-Closing adjustments pursuant to Section 2.7. (d) That portion 5% of the Purchase Price payable in Consideration outstanding First Majestic Shares which are issued to Insiders will be escrowed (i.e., prohibited from tradingon a non-diluted basis), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(D), hereto. (e) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three (3) months from Closing (“Investor Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Investor and the Parent (the “Investor Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(E), hereto. (f) During the period of the Insider Share Escrow or Investor Share Escrow, as applicable, and subject to the terms of the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable, the applicable Vendor shall not do assign, deal in, sell, trade or transfer any First Majestic Shares other than through the facilities of an exchange and not more than that number of First Majestic Shares that is greater than 20% of the following: (i) dispose of, or agree or offer to dispose of, any average daily trading volume of the Consideration First Majestic Shares; , on either the TSX or NYSE (ii) create or agree or offer to createsuch other stock exchange the First Majestic Shares are then listed), any Encumbrance over for the Consideration Shares; or (iii) do, or omit to do, any act if five preceding trading-days without the act or omission would have the effect of transferring effective ownership or control prior written approval of the Consideration Shares. Purchaser (g) The obligations set out in Sections 2.5.3(d), 2.5.3(e) and 2.5.3(f) do not apply if the disposal arises as a result of or pursuant to: (i) the acceptance of a bona fide takeover bid made under chapter 6 of the Corporations Act in respect of the Consideration Shares; (ii) the transfer or cancellation of the Consideration Shares held in escrow pursuant to the Insider Share Escrow and Investor Share Escrow as part of a scheme of arrangement under Part 5.1 of the Corporations Act; (iii) participation in an equal access share buy-back, equal capital return or equal capital reductionwhich approval may be conditional upon transferee acknowledging, in each casewriting, made in accordance with the Corporations Act; or (iv) if the disposal is required by applicable Law. all of which shall be as set forth in the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable. (h) The Parent shall, not less than five (5) Business Days (as defined in the ASX Listing Rules) before the end of the period of the Insider Share Escrow or Investor Share Escrow, as applicable, notify the ASX of the release from escrow of the applicable Consideration Shares in accordance with the ASX Listing Rule 3.10A. (i) Each Vendor shall execute all agreements as may be reasonably requested by the ASX or the Purchaser solely to give effect to this Section 2.5.3. (j) Execution of this Agreement by each of the Vendors constitutes: (i) an application by such Vendor to subscribe for the Consideration Shares, and confirmation that it will not be necessary for the Vendor to provide a separate application form to the Parent for the Consideration Shares; and (ii) such Vendor’s agreement to become a member of the Parent for the purposes of section 231(b) of the Corporations Act and to be bound by the constitution terms of the Parent upon the issue Section 2.7 of the Consideration Sharesthis Agreement). (k) Upon the expiry of the respective Insider Share Escrow and Investor Share Escrow, the Parent shall direct its share registry to release the Holding Lock on the Consideration Shares and the Parent agrees to take any and all such other steps or actions as may be required to ensure such Consideration Shares are released from the Holding Lock so they may be freely tradeable by the respective Vendor or its appointed broker. (l) For the avoidance of doubt, nothing in this Agreement is intended to prevent the disposal of the Consideration Shares by the applicable Vendor following the release of such Vendor’s Consideration Shares from escrow upon expiry of the Insider Share Escrow or Investor Share Escrow, as applicable.

Consideration Shares. (a) Following execution of this Agreement, if required by 3.2.1 On the ASX Listing Rules, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue of the Consideration Shares. (b) On or immediately following the Closing Completion Date, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation of the Consideration Shares on the ASX, including: (i) applying in consideration for official quotation of the Consideration Shares on the ASX by lodging an Appendix 2A, (ii) lodging with the ASX a cleansing notice in accordance with section 708A(5)(e) of the Corporations Act in respect of the Consideration Shares, (iii) causing its share registry to enter the Consideration Shares in the share register of the Parent; and (iv) requesting its share registry to issue to each Vendor a holding statement in respect of the relevant Consideration Shares. (c) If the number of Consideration Xx. Xxxxxx tendering his Exchange Shares to be issued to a Vendor is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is less than 0.5 will be rounded down to the nearest whole number of Consideration Shares. Any difference in the Purchase Price resulting from such rounding will be reflected in accordance with the post-Closing adjustments pursuant to Section 2.7. (d) That portion of the Purchase Price payable in Consideration Shares which are issued to Insiders will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(D), hereto. (e) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three (3) months from Closing (“Investor Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Investor and the Parent (the “Investor Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(E), hereto. (f) During the period of the Insider Share Escrow or Investor Share Escrow, as applicable, and subject to the terms of the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable, the applicable Vendor shall not do any of the following: (i) dispose of, or agree or offer to dispose of, any of the Consideration Shares; (ii) create or agree or offer to create, any Encumbrance over the Consideration Shares; or (iii) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the Consideration Shares. (g) The obligations set out in Sections 2.5.3(d), 2.5.3(e) and 2.5.3(f) do not apply if the disposal arises as a result of or pursuant to: (i) the acceptance of a bona fide takeover bid made under chapter 6 of the Corporations Act in respect of the Consideration Shares; (ii) the transfer or cancellation of the Consideration Shares held in escrow pursuant to the Insider Share Escrow and Investor Share Escrow as part of a scheme of arrangement under Part 5.1 of the Corporations Act; (iii) participation in an equal access share buy-back, equal capital return or equal capital reduction, in each case, made in accordance with the Corporations Act; or (iv) if the disposal is required by applicable Law. all of which shall be as set forth in the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable. (h) The Parent shall, not less than five (5) Business Days (as defined in the ASX Listing Rules) before the end of the period of the Insider Share Escrow or Investor Share Escrow, as applicable, notify the ASX of the release from escrow of the applicable Consideration Shares in accordance with the ASX Listing Rule 3.10A. (i) Each Vendor shall execute all agreements as may be reasonably requested by the ASX or the Purchaser solely to give effect to this Section 2.5.3. (j) Execution of this Agreement by each of the Vendors constitutes: (i) an application by such Vendor to subscribe exchanged for the Consideration Shares, the latter shall be allotted to Xx. Xxxxxx credited as fully paid and confirmation that it free from all Encumbrances and shall rank in full for all dividends and in all other respects carry the same rights as the existing ordinary share capital of the Purchaser in issue on the Completion Date albeit issued pursuant to an exemption from registration (such as a private placement to accredited investors or an offshore placement pursuant to Regulation S of the 1933 Securities Act). 3.2.2 The Consideration Shares will be restricted securities and will not be necessary freely tradable in the public market for the Vendor to provide a separate application form to the Parent for the Consideration Shares; and (ii) such Vendor’s agreement to become a member of the Parent for the purposes of section 231(b) of the Corporations Act and to be bound by the constitution of the Parent upon the issue of the Consideration Shares. (k) Upon the expiry of the respective Insider Share Escrow and Investor Share Escrow, the Parent shall direct its share registry to release the Holding Lock on the Consideration Shares time period between Completion and the Parent agrees to take any and all such other steps or actions as may be required to ensure such Consideration Shares are released from the Holding Lock so they may be freely tradeable by the respective Vendor or its appointed broker. (l) For the avoidance of doubt, nothing in this Agreement is intended to prevent the disposal actual registration of the Consideration Shares by as per the applicable Vendor following provisions hereunder. Subject to certain limitations, an exemption from registration is generally available to allow the release public re-sale of restricted securities one year after the date the shares are issued. The Purchaser agrees to file for registration of the shares for resale on a Form S-3 resale registration statement with the United States Securities and Exchange Commission (“SEC”) within 120 days of Completion (provided that in the event the resale registration becomes effective, the Purchaser does not promise to maintain the effectiveness of such Vendor’s registration under all circumstances as it may allow it to lapse if its business would be harmed). The Purchaser represents that whenever the registration will have become effective, Xx. Xxxxxx will have an unrestricted to sell his Consideration Shares from escrow upon expiry on the Nasdaq. Xx Xxxxxx agrees to pay for the registration costs of such filing up to a maximum amount of USD 15,000. 3.2.3 If and when Xx. Xxxxxx desires to sell the Consideration Shares, Xx. Xxxxxx and the Purchaser shall act in good faith with one another to the extent permitted by law and so as to comply with the Purchaser’s xxxxxxx xxxxxxx policy, to facilitate block trades or similar negotiated placements of the Insider Share Escrow or Investor Share EscrowConsideration Shares in order, as applicablenotably, to minimize market disruption resulting from offering large numbers of shares to the market at the same time.

Consideration Shares. 2.5.1 In addition to any statutory hold periods under Applicable Laws, UEC covenants and agrees that it will not sell, transfer or otherwise dispose of any Consideration Shares (directly or indirectly) until the date that is: (a) Following execution six (6) months after the IPO Date, in respect of this Agreement, if required by the ASX Listing Rules, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue 4,000,000 of the Consideration Shares.Shares issued to it pursuant to this Agreement; (b) On or immediately following the Closing Date, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation of the Consideration Shares on the ASX, including: (i) applying for official quotation of the Consideration Shares on the ASX by lodging an Appendix 2A, (ii) lodging with the ASX a cleansing notice in accordance with section 708A(5)(e) of the Corporations Act in respect of the Consideration Shares, (iii) causing its share registry to enter the Consideration Shares in the share register of the Parent; and (iv) requesting its share registry to issue to each Vendor a holding statement in respect of the relevant Consideration Shares. (c) If the number of Consideration Shares to be issued to a Vendor is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is less than 0.5 will be rounded down to the nearest whole number of Consideration Shares. Any difference in the Purchase Price resulting from such rounding will be reflected in accordance with the post-Closing adjustments pursuant to Section 2.7. (d) That portion of the Purchase Price payable in Consideration Shares which are issued to Insiders will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) the IPO Date, in respect of an additional 4,000,000 of the Consideration Shares issued to it pursuant to this Agreement; and (c) eighteen (18) months after the terms IPO Date, in respect of the balance of the Consideration Shares issued to it pursuant to this Agreement. 2.5.2 UEC covenants and agrees that, subject to compliance with Section 2.5.1 of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”)Agreement, substantially in the form attached as Schedule 2.5.3(D), hereto.it shall not: (ea) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three thirty-six (336) months from Closing after Closing, sell or otherwise dispose of any Consideration Shares (“Investor Share Escrow”directly or indirectly) pursuant it holds, in any single or series of related transactions, without first providing the Purchaser ten (10) Business Days to privately place such Consideration Shares at market prices (after which it may sell such Consideration Shares for a period of thirty (30) days for no less than the terms price set out in any offer obtained by the Purchaser and, for the sake of clarity, after such 30-day period, UEC must provide notice in accordance with this Section 2.5.2(a) for any future proposed dispositions); (b) subject to prior compliance with Section 2.5.2(a) of this Agreement and an escrow restriction deed entered into between each Investor and Agreement, sell or otherwise dispose of any Consideration Shares, representing more than 10% of the Parent volume of the Consideration Shares traded on the Exchange (or such other exchange or quotation service which is the “Investor Share Escrow Agreements”), substantially primary exchange or quotation service for the Consideration Shares from time to time) in the form attached as Schedule 2.5.3(E), hereto.any given day; and (fc) During the for a period of the Insider Share Escrow or Investor Share Escrow, as applicable, and subject to the terms of the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable, the applicable Vendor shall not do any of the followingforty-eight (48) months after Closing: (i) dispose of, or agree or offer to dispose of, vote any of the Consideration Shares; (ii) create or agree or offer to create, any Encumbrance over the Consideration Shares; or (iii) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the Consideration Shares. (g) The obligations set out in Sections 2.5.3(d), 2.5.3(e) and 2.5.3(f) do not apply if the disposal arises as a result of or pursuant to: (i) the acceptance of a bona fide takeover bid made under chapter 6 of the Corporations Act in respect of the Consideration Shares; (ii) the transfer or cancellation of the its Consideration Shares held in escrow pursuant to the Insider Share Escrow and Investor Share Escrow as part against management recommendations at any meeting of a scheme holders of arrangement under Part 5.1 of the Corporations Act; (iii) participation in an equal access share buy-back, equal capital return or equal capital reduction, in each case, made in accordance with the Corporations Act; or (iv) if the disposal is required by applicable Law. all of which shall be as set forth in the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable. (h) The Parent shall, not less than five (5) Business Days (as defined in the ASX Listing Rules) before the end of the period of the Insider Share Escrow or Investor Share Escrow, as applicable, notify the ASX of the release from escrow of the applicable Consideration Shares in accordance with the ASX Listing Rule 3.10A. (i) Each Vendor shall execute all agreements as may be reasonably requested by the ASX or the Purchaser solely to give effect to this Section 2.5.3. (j) Execution of this Agreement by each of the Vendors constitutes: (i) an application by such Vendor to subscribe for the Consideration Shares, and confirmation that it will not be necessary for the Vendor to provide a separate application form to the Parent for the Consideration Shares; and (ii) such Vendor’s agreement to become a member solicit proxies in connection with any meeting of holders of Consideration Shares, initiate any shareholder proposal or takeover bid for securities of the Parent for the purposes Purchaser or otherwise attempt to cause a change of section 231(b) Control of the Corporations Act Purchaser. 2.5.3 UEC covenants and agrees that it will only deposit and hold its Consideration Shares in a separate and segregated account and shall provide the Purchaser with copies of all statements and transaction records related to be bound such account immediately upon receipt of same and such other reasonable documentation required by the constitution of Purchaser in order to confirm compliance with the Parent upon the issue of the Consideration Sharesabove restrictions. 2.5.4 UEC acknowledges and agrees that: (ka) Upon the expiry of the respective Insider Share Escrow and Investor Share Escrowin addition to any legend required under Applicable Law, the Parent shall direct its share registry certificates or other document delivered to release the Holding Lock on UEC pursuant to this Agreement that evidence the Consideration Shares and the Parent agrees issued to take any and all such other steps or actions as it hereunder may be required to ensure include a legend indicating that such Consideration Shares are released from subject to the Holding Lock so they restrictions set forth in this Section 2.5; (b) until the IPO, in addition to the other restrictions set forth herein or under Applicable Law, the Consideration Shares cannot be transferred without the previous consent of the board of directors of the Purchaser, expressed by resolution of the Purchaser's board of directors, at the sole discretion of such board of directors; (c) the IPO or any transaction pursuant to which the common shares of the Purchaser are listed on an Exchange, including by way of reverse take-over, amalgamation, plan of arrangement of similar transaction, may require the Consideration Shares to become subject to standard hold periods applicable under applicable securities Laws, and may additionally require that such securities be pooled or escrowed pursuant to the policies of a stock exchange or trading system. UEC agrees to sign any such pooling or escrow agreement and abide by any such restrictions as may be freely tradeable by the respective Vendor or its appointed broker.so imposed; (ld) For the avoidance Consideration Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of doubtany state of the United States and that the Consideration Shares may not be offered or sold, nothing directly or indirectly, in this Agreement the United States without registration under the U.S. Securities Act and applicable state securities laws or compliance with the requirements of an exemption from registration therefrom and UEC acknowledges that the Purchaser has no present intention of filing a registration statement under the U.S. Securities Act or applicable state securities laws in respect of such securities; (e) it understands and acknowledges that the Consideration Shares are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and, without limiting the generality or application of the foregoing, if UEC decides to sell, pledge or otherwise transfer any of the securities purchased hereunder, it will not offer, sell or otherwise transfer any such Consideration Shares directly or indirectly, unless: (i) the sale is intended to prevent the disposal Purchaser; (ii) the sale is made outside the United States in accordance with Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; (iii) the sale is made pursuant to Rule 144 under the U.S. Securities Act and in accordance with any applicable state securities or "blue sky" Laws, and it has prior to such sale, furnished to the Purchaser an opinion of counsel to that effect, which opinion and counsel shall be satisfactory to the Purchaser; (iv) the Consideration Shares are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities or "blue sky" Laws governing the offer and sale of securities, and it has prior to such sale, furnished to the Purchaser an opinion of counsel to that effect, which opinion and counsel shall be satisfactory to the Purchaser; or (v) the Consideration Shares are registered under the U.S. Securities Act and any applicable state Laws governing the offer and sale of such securities, and UEC understands and agrees that the Purchaser may instruct its registrar and transfer agent not to record any transfer of the Consideration Shares without first being notified by the Purchaser that it is satisfied, acting reasonably, that such transfer is exempt from or not subject to registration requirements of the U.S. Securities Act and applicable Vendor following state securities Laws; and (f) in addition to any other legend contemplated in this Section 2.5.4 of this Agreement, the release of such Vendor’s share certificates or other document evidencing the Consideration Shares from escrow upon expiry will bear the following legends and/or notations under Applicable Laws: (i) UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF: (I) [CLOSING DATE TO BE INSERTED] and (ii) the date the issuer became a reporting issuer in any province or territory"; and (ii) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF URANIUM ROYALTY CORP. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, IN TRANSACTIONS UNDER (C) AND (D), PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL TO THAT EFFECT, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA", provided that if the Consideration Shares are being sold by UEC (subject to compliance with the terms of this Agreement and Applicable Laws) outside of the Insider Share Escrow United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act, and the Consideration Shares were acquired when the Purchaser qualified as a "foreign issuer" (as defined in Rule 902 of Regulation S), the legend set forth in Section 2.5.4(f)(ii) above may be removed by UEC providing to the Purchaser a declaration to the Purchaser (or Investor Share Escrowits transfer agent, as if applicable) in the form set forth at Schedule "H" of this Agreement.

Consideration Shares. Each Seller represents, subject to Section 2.5(b) and Xxxxxx'x obligations under Section 6.15: (a) Following execution of this Agreement, if required by the ASX Listing Rules, the Parent shall lodge an Appendix 3B with the ASX to announce the proposed issue of That the Consideration Shares.Shares have not been registered under the Securities Act and are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the representations of each Seller contained herein; (b) On That such Seller knows of no public solicitation or immediately following the Closing Date, the Parent shall do all such acts, matters and things that are necessary to procure the official quotation advertisement of the Consideration Shares on the ASX, including: (i) applying for official quotation of the Consideration Shares on the ASX by lodging an Appendix 2A, (ii) lodging offer in connection with the ASX a cleansing notice in accordance with section 708A(5)(e) of the Corporations Act in respect of the Consideration Shares, (iii) causing its share registry to enter the Consideration Shares in the share register of the Parent; and (iv) requesting its share registry to issue to each Vendor a holding statement in respect of the relevant Consideration Shares. (c) If the number of Consideration Shares to be issued to a Vendor is not a whole number, then: (i) any fractional entitlement to Consideration Shares which is 0.5 or greater will be rounded up to the nearest whole number of Consideration Shares and (ii) any fractional entitlement to Consideration Shares which is less than 0.5 will be rounded down to the nearest whole number of Consideration Shares. Any difference in the Purchase Price resulting from such rounding will be reflected in accordance with the post-Closing adjustments pursuant to Section 2.7. (d) That portion of the Purchase Price payable in Consideration Shares which are issued to Insiders will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of twelve (12) months after Closing (“Insider Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Insider and the Parent (the “Insider Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(D), hereto. (e) That portion of the Purchase Price payable in Consideration Shares which are issued to Investors will be escrowed (i.e., prohibited from trading), held on the Issuer Sponsored Subregister and subject to a Holding Lock for a period of three (3) months from Closing (“Investor Share Escrow”) pursuant to the terms of this Agreement and an escrow restriction deed entered into between each Investor and the Parent (the “Investor Share Escrow Agreements”), substantially in the form attached as Schedule 2.5.3(E), hereto. (f) During the period of the Insider Share Escrow or Investor Share Escrow, as applicable, and subject to the terms of the Insider Share Escrow Agreements or Investor Share Escrow Agreements, as applicable, the applicable Vendor shall not do any of the following: (i) dispose of, or agree or offer to dispose of, any proposed allotment of the Consideration Shares; (iic) create That such Seller is familiar with Section 4(2) of the Securities Act; (d) That such Seller has received and reviewed such information concerning Xxxxxx which such Seller deems necessary or agree or offer advisable to create, any Encumbrance over review in order to evaluate the risks and merits of entering into the transactions contemplated herein and acquiring the Consideration Shares; orShares to be issued under this Agreement; (iiie) do, That such Seller is either an "accredited investor" (as that term is defined in Rule 501(a) under the Securities Act) or omit to do, any act if has such knowledge and experience in financial and business matters that such Seller is capable of evaluating the act or omission would have the effect merits and risks of transferring effective ownership or control of the Consideration Shares. (g) The obligations set out in Sections 2.5.3(d), 2.5.3(e) and 2.5.3(f) do not apply if the disposal arises as a result of or pursuant to: (i) the acceptance of a bona fide takeover bid made under chapter 6 of the Corporations Act in respect of acquiring the Consideration Shares; (iif) the transfer or cancellation of That the Consideration Shares held in escrow pursuant to have not been registered with the Insider Share Escrow and Investor Share Escrow as part of a scheme of arrangement Commission under Part 5.1 of the Corporations ActSecurities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available; (iiig) participation Xxxxxx has made available to Sellers the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated in an equal access share buy-back, equal capital return this Agreement and to obtain additional information which Xxxxxx possesses or equal capital reduction, in each case, made in accordance with could acquire without unreasonable effort or expense that is necessary to verify the Corporations Actaccuracy of information furnished to Sellers; orand (ivh) if the disposal is required by applicable Law. all of which shall be Except as set forth in the Insider Share Escrow Agreements or Investor Share Escrow AgreementsSection 2.5(b), as applicable. (h) The Parent shall, not less than five (5) Business Days (as defined in the ASX Listing Rules) before the end of the period of the Insider Share Escrow or Investor Share Escrow, as applicable, notify the ASX of the release from escrow of the applicable Consideration Shares in accordance with the ASX Listing Rule 3.10A. (i) Each Vendor shall execute all agreements as may be reasonably requested by the ASX or the Purchaser solely to give effect to this Section 2.5.3. (j) Execution of this Agreement by each of the Vendors constitutes: (i) an application by such Vendor to subscribe for the Consideration Shares, and confirmation that it will not be necessary for the Vendor to provide a separate application form to the Parent for the Consideration Shares; and (ii) such Vendor’s agreement to become a member of the Parent for the purposes of section 231(b) of the Corporations Act and to be bound by the constitution of the Parent upon the issue of the Consideration Shares. (k) Upon the expiry of the respective Insider Share Escrow and Investor Share Escrow, the Parent shall direct its share registry to release the Holding Lock on Seller is acquiring the Consideration Shares to be issued and the Parent agrees to take any and all such other steps or actions as may be required to ensure such Consideration Shares are released from the Holding Lock so they may be freely tradeable by the respective Vendor sold hereunder for his or its appointed brokerown account for investment and not as a nominee and not with a view to the distribution thereof. (l) For the avoidance of doubt, nothing in this Agreement is intended to prevent the disposal of the Consideration Shares by the applicable Vendor following the release of such Vendor’s Consideration Shares from escrow upon expiry of the Insider Share Escrow or Investor Share Escrow, as applicable.