Xxxxxx President and Chief Executive Officer. Dear Sir: Dundee Securities Ltd. (“Dundee”), Xxxxxxx Securities Inc. and Cantor Xxxxxxxxxx Canada Corporation (together with Dundee, the “Underwriters”) hereby offer to purchase, severally and not jointly, from Energy Fuels Inc. (the “Corporation”) (with the right to substitute purchasers), and the Corporation agrees to issue and sell to the Underwriters, 31,250,000 common shares of the Corporation (the “Initial Offered Shares”) at the price of $0.16 per Initial Offered Share (the “Offering Price”) for aggregate gross proceeds of $5,000,000 (the “Offering”). The Underwriters understand that the Corporation has prepared and, concurrently with or immediately after the execution hereof, will file a preliminary short form prospectus and all necessary documents relating thereto and will take all additional steps to qualify the Offered Shares (as defined below) for distribution in each of the provinces of Canada other than Quebec (collectively, the “Qualifying Jurisdictions”). The Offered Shares may also be sold to Qualified Institutional Buyers (as defined below) and Accredited Investors (as defined below) in the United States in accordance with the provisions of Schedule A of this Agreement. With respect to Offered Shares to be sold in the United States to Qualified Institutional Buyers in compliance with Rule 144A under the U.S. Securities Act the Underwriters, or a U.S. broker-dealer affiliate thereof, shall purchase such Offered Shares from the Corporation for resale in compliance with Rule 144A. With respect to Offered Shares to be sold in the United States to Accredited Investors in accordance with Rule 506 of Regulation D and/or section 4(a)(2) under the U.S. Securities Act, although this Agreement is presented on behalf of the Underwriters as purchasers of the Offered Shares, all Offered Shares sold to persons in the United States, if any, in accordance with Regulation D under the U.S. Securities Act shall be sold directly to such persons as substituted purchasers by the Corporation in accordance with Schedule A of this Agreement. In addition, the Corporation hereby grants an option (the “Over-Allotment Option”) to the Underwriters entitling the Underwriters to acquire from the Corporation, on and subject to the terms contained herein, up to 4,687,500 additional common shares (the “Optioned Shares” and, together with the Initial Offered Shares, the “Offered Shares”) at the Offering Price. If and to the extent that Dundee shall have determined to exercis...
Xxxxxx President and Chief Executive Officer. FB FINANCIAL CORPORATION
Xxxxxx President and Chief Executive Officer. “The Caisse has solid gas infrastructure experience, primarily in Québec with its significant stake in Gaz Métro but also in the U.S. and U.K. Our 33.5% stake in Interconnector, a company in which Fluxys also has a 15% interest, has allowed us to better understand the Fluxys Group and realize its potential value,” added Xx. Xxxxx.
Xxxxxx President and Chief Executive Officer. Agreed: -------------------------------- Xxxxx X. Xxxxx December 31, 2001 EXHIBIT A RELEASE I, Xxxxx X. Xxxxx, a resident of the State of Minnesota and employee or former employee of Transport Corporation of America, Inc. a Minnesota corporation ("Transport America"), do hereby release Transport America, its past and present affiliates, and its and their past and present officers, directors, agents, shareholders, employees, attorneys, insurers and indemnitors, acting in their capacity as such (collectively, the "Releasees") from any and all claims and causes of action, known or unknown, which I may have against any and all of them. Through this release, I extinguish all causes of action against the Releasees occurring up to the date hereof, including but not limited to any contract, compensation or benefit claims; intentional infliction of emotional distress, defamation or any other tort claims; all claims relating to my status as an employee or officer of Transport America and its past and present affiliates, including but not limited to any claims arising under Minnesota Statutes, Chapter 302A and common law (other than claims for indemnification otherwise available to me by Transport America or its insurance carriers which shall remain available) and all claims arising from any federal, state or municipal law or ordinance, including the Family and Medical Leave Act and the Fair Labor Standards Act and all Minnesota labor and employment law statutes. This release extinguishes any potential claims of employment discrimination arising from my employment with and resignation from Transport America and any of its past and present affiliates, including specifically any claims under the Minnesota Human Rights Act, the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Older Workers Benefit Protection Act, and the Age Discrimination in Employment Act. This release does not relinquish my claims with respect to (i) my salary or accrued vacation pay earned through the date hereof or as provided in Paragraph 1 of my letter agreement with Transport America dated December 31, 2001 (the "December 2001 Letter"), (ii) my vested accounts in Transport America's 401(k) Plan, Employee Stock Purchase Plan and Transport America's Flexible Benefit Plan, if I participated in such Plans, (iii) eligible claims under Transport America's health plan I have incurred on or before the date hereof and (v) claims for reimbursements of business expenses. This...
Xxxxxx President and Chief Executive Officer. If to Executive, at Executive’s home address listed on Schedule B.
Xxxxxx President and Chief Executive Officer. CMH PARTIES: CUMMER/XXXXXX HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Xxxxxxx X. Xxxxxx, President and Chief Executive Officer CUMMER/XXXXXX SECURITIES, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Xxxxxxx X. Xxxxxx, President [Signature Page to the Agreement and Plan of Reorganization] CUMMER/XXXXXX CAPITAL PARTNERS, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Xxxxxxx X. Xxxxxx, President CUMMER/XXXXXX CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Xxxxxxx X. Xxxxxx, President [Signature Page to the Agreement and Plan of Reorganization] JOINDER By their signatures appearing below, Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx hereby severally join in the execution of the foregoing Agreement and Plan of Reorganization to evidence their agreement to (i) deliver the respective New Employment Agreements to which they are to be parties as contemplated in Section 2.5 of the Agreement and Plan of Reorganization and to deliver a Release as contemplated in Section 8.4 of the Agreement and Plan of Reorganization, in each case upon the closing of the Reorganizations, and (ii) to be bound by and observe and perform all restrictions and obligations imposed on the members of the C/M Group by the Agreement and Plan of Reorganization. /s/ Xxxxxxx X. Xxxxxx ------------------------------------------ Xxxxxxx X. Xxxxxx, individually /s/ Xxxxxx X. Xxxxxx ------------------------------------------ Xxxxxx X. Xxxxxx, individually [Joinder to the Agreement and Plan of Reorganization] Exhibit A EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), dated as of October _________, 2000, between Xxxxxxx Xxxxxx Xxxxxx Inc., a Texas corporation (the "Company"), and Xxxxxxx X. Xxxxxx (the "Employee").
Xxxxxx President and Chief Executive Officer. If you mailed the proxy, please accept our thanks and disregard this request. For further information call (xxx) xxx-xxxx. --------------------------------------------------------------------------------
