Re: Securities Purchase Agreement, dated as of November 30, 2007 (the “Purchase Agreement”), between Bancroft Uranium Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
Exhibit
10.7
November
30, 2007
Each
Purchaser referenced below:
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Re:
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Securities
Purchase Agreement, dated as of November 30, 2007 (the “Purchase
Agreement”), between Xxxxxxxx Uranium Inc., a Nevada corporation
(the “Company”) and the purchasers signatory thereto (each, a
“Purchaser” and, collectively, the
“Purchasers”)
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Ladies
and Gentlemen:
Defined
terms not otherwise defined in this letter agreement (the “Letter
Agreement”) shall have the meanings set forth in the Purchase
Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and
in satisfaction of a condition of the Company’s obligations under the Purchase
Agreement, the undersigned irrevocably agrees with the Company that, from the
date hereof until the 12 month anniversary of the Effective Date (such period,
the “Restriction Period”), the undersigned will not offer,
sell, contract to sell, hypothecate, pledge or otherwise dispose of
(or enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the
undersigned or any Affiliate of the undersigned or any person in privity with
the undersigned or any Affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration
statement with the Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Exchange Act (each, a “Transfer”) with
respect to, any shares of Common Stock or Common Stock Equivalents beneficially
owned, held or hereafter acquired by the undersigned (the
“Securities”). Beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act. In order to
enforce this covenant, the Company shall impose irrevocable stop-transfer
instructions preventing the Transfer Agent from effecting any actions in
violation of this Letter Agreement.
Notwithstanding
the foregoing, the undersigned shall be permitted to make the following
Transfers of the shares of the Company’s Common Stock held by the undersigned
during the Restriction Period expressly in accordance with the following
(collectively, “Permitted Transfers”).
For
the
purposes of this letter agreement, “Permitted Transfer” means, with
respect to any Person, (i) a Transfer of Common Stock Equivalents to an
immediate family member or Affiliate of such Person, (ii) if such Person is
a
limited or general partnership, a Transfer of Common Stock Equivalents to its
partners in connection with a distribution of securities held by such Person
to
its partners or (iii) a Transfer of Common Stock Equivalents with the prior
written consent of the Company in a private transaction exempt from the
registration requirements of the Securities Act of 1933, as amended;
provided, that each such receiving party to a Permitted Transfer in
clauses (i) through (iii), prior to any such Transfer, executes and delivers
the
Company, its Transfer Agent and each Purchaser a letter agreement agreeing
to be
bound in the same manner as the signatory hereto as to the transferred
Securities.
The
undersigned acknowledges that the execution, delivery and performance of this
Letter Agreement is a material inducement to each Purchaser to complete the
transactions contemplated by the Purchase Agreement and that each Purchaser
(which shall be a third party beneficiary of this Letter Agreement) and the
Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the
undersigned has the power and authority to execute, deliver and perform this
Letter Agreement, that the undersigned has received adequate consideration
therefor and that the undersigned will indirectly benefit from the closing
of
the transactions contemplated by the Purchase Agreement.
This
Letter Agreement may not be amended or otherwise modified in any respect without
the written consent of each of the Company, each Purchaser and the
undersigned. This Letter Agreement shall be construed and enforced in
accordance with the laws of the State of New York without regard to the
principles of conflict of laws. The undersigned hereby irrevocably submits to
the
exclusive jurisdiction of the United States District Court sitting in the
Southern District of New York and the courts of the State of New York located
in
Manhattan, for the purposes of any suit, action or proceeding arising out of
or
relating to this Letter Agreement, and hereby waives, and agrees not to assert
in any such suit, action or proceeding, any claim that (i) it is not personally
subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action
or
proceeding is improper. The undersigned hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by receiving a copy thereof sent to the Company
at
the address in effect for notices to it under the Purchase Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. The undersigned hereby waives any right to a trial by
jury. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. The
undersigned agrees and understands that this Letter Agreement does not intend
to
create any relationship between the undersigned and each Purchaser and that
each
Purchaser is not entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by virtue
of this Letter Agreement.
By
its
signature below, the Company’s Transfer Agent hereby acknowledges and agrees
that, reflecting this Letter Agreement, it has placed an irrevocable stop
transfer instruction on all Securities beneficially owned by the undersigned
until the end of the Restriction Period. This Letter Agreement shall
be binding on successors and assigns of the undersigned with respect to the
Securities and any such successor or assign shall enter into a similar agreement
for the benefit of the Purchasers.
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SIGNATURE PAGE FOLLOWS***
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This
Letter Agreement may be executed in two or more counterparts, all of which
when
taken together may be considered one and the same agreement.
/s/
P.
Xxxxxx Xxxxxxx
Signature
Xxxx
Xxxxxx Xxxxxxx
Print
Name
President
and CEO
Position
in Company
Address
for Notice:
0000
Xxxx Xxx Xx Xxxxxxx, Xxxxx X000
Xxxxxxxxxx,
XX
00000
23,972,000
Number
of
shares of Common Stock
n/a___________________________________________________________________________
Number
of
shares of Common Stock underlying subject to warrants, options, debentures
or
other convertible securities
By
signing below, the Company agrees to enforce the restrictions on transfer set
forth in this Letter Agreement.
Xxxxxxxx
Uranium Inc.
By:
/s/
P. Xxxxxx Xxxxxxx
Name:
P.
Xxxxxx Xxxxxxx
Title:
President and CEO
Acknowledged
and agreed to
as
of the
date set forth above:
[insert
name of transfer agent]
By:
Name:
Title:
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