US URANIUM INC. RESTRICTED STOCK PURCHASE AGREEMENT
THIS
RESTRICTED STOCK PURCHASE AGREEMENT is made as of November 12, 2007 by and
between US Uranium Inc., a Nevada corporation (the “Company”), and Xxxxx X.
Xxxxxxxx (the “Purchaser”).
A. The
Company wishes to retain the Purchaser as its President and Chief Executive
Officer and as a director, and the Purchaser is willing to serve in such
capacities.
B. The
Purchaser has previously made advances to, and incurred expenses on behalf
of,
the Company, which advance and expenses (collectively, the “Loan”) exceeded
$31,000.00 in aggregate principal amount.
C. The
Company is willing to issue shares of its common stock, $0.001 par value per
share (“Common Stock”), to the Purchaser in repayment of the Loan.
Now,
therefore, the parties agree as follows:
1. Sale
of Stock.
The
Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees
to purchase an aggregate of 31,000,000 shares of Common Stock (the “Shares”),
for an aggregate purchase price of $31,000.
2. Payment
of Purchase Price. The
issuance of the Shares shall be deemed repayment in full of the Loan, and the
parties acknowledge that the purchase price for the Shares has been paid in
full
by virtue of such repayment of the Loan.
3. Repurchase
Option. In
the
event of any voluntary or involuntary termination of the Purchaser’s services to
the Company for any or no reason before all of the Shares are released from
the
Company’s Repurchase Option (as defined below), the Company shall, upon the date
of such termination (as reasonably fixed and determined by the Company), have
an
irrevocable, exclusive option, but not the obligation, for a period of 90 days
from such date to repurchase all or any portion of the Unreleased Shares (as
defined below in Section 4) at such time (the “Repurchase Option”) at the
original purchase price per share, payable in cash (the “Repurchase Price”). The
Repurchase Option shall be exercisable by the Company by written notice to
the
Purchaser or the Purchaser’s executor (with a copy to the Escrow Holder, as
defined below in Section 6) and shall be exercisable, at the Company’s option,
(i) by delivery to the Purchaser or the Purchaser’s executor with such
notice of a check in the amount of the purchase price for the Shares being
repurchased, or (ii) by cancellation by the Company of an amount of the
Purchaser’s indebtedness, if any, to the Company equal to the purchase price for
the Shares being repurchased, or (iii) by a combination of (i) and
(ii) so that the combined payment and cancellation of indebtedness equals
the Repurchase Price times the number of shares to be repurchased (the
“Aggregate Repurchase Price”). Upon delivery of such notice and the payment of
the Aggregate Repurchase Price in any of the ways described above, the Company
shall become the legal and beneficial owner of the Shares being repurchased
and
all rights and interests therein or relating thereto, and the Company shall
have
the right to retain and transfer to its own name the number of Shares being
repurchased by the Company. The Repurchase Option set forth in this Section
may
be assigned by the Company in whole or in part in its sole and unfettered
discretion.
4. Release
of Shares from Repurchase Option.
a. The
Shares shall be released from the Company’s Repurchase Option pursuant to the
following schedule:
i. 10,333,333
Shares shall be released from the Company’s Repurchase Option on December 31,
2008;
ii. 10,333,333
Shares shall be released from the Company’s Repurchase Option on December 31,
2009; and
iii. 10,333,334
Shares shall be released from the Company’s Repurchase Option on December 31,
2010.
b. Any
of
the Shares which, from time to time, have not yet been released from the
Repurchase Option are referred to herein as “Unreleased Shares.”
5. Restriction
on Transfer. The
sale, transfer, assignment, pledge, hypothecatation, gift or other disposition
by any means (“Transfer”) (other than upon the Purchaser’s death pursuant to the
Purchaser’s will or the laws of descent and distribution) of any Unreleased
Shares is prohibited, and any such purported Transfer shall be void and shall
be
given no force or effect. Following the lapse of the Company’s Repurchase Option
with respect to Shares, such Shares shall continue to remain subject to any
restrictions on transfer imposed by applicable state and federal securities
laws.
6. Escrow
of Shares.
a. To
ensure
the performance of the Purchaser’s obligations hereunder, the Purchaser hereby
appoints the Secretary of the Company (or such Secretary’s designee) (the
“Secretary”) as escrow agent for the Unreleased Shares and as the Purchaser’s
attorney-in-fact to sell, assign and transfer to the Company, all of the Shares
which the Company may repurchase pursuant to its exercise of the Repurchase
Option. Upon execution of this Agreement, the Purchaser shall duly endorse
and
deliver to the Secretary in blank the stock power attached hereto, medallion
signature guaranteed. Promptly following execution of this Agreement, the share
certificates representing the Unreleased Shares shall be delivered to the
Secretary. The Unreleased Shares and the stock power shall be held by the
Secretary in escrow, until the earlier of (i) the closing of the exercise by
the
Company of the Repurchase Option with respect thereto, or (ii) subject to the
proviso set forth in the following sentence, the vesting of Unreleased Shares
in
accordance with the vesting schedule set forth in Section 4 of this Agreement.
The Secretary shall release or cause the release of Shares from the escrow
established hereunder as such Shares vest pursuant to the vesting schedule;
provided, however, that the Secretary shall have the discretion to effect such
release in the manner he deems appropriate, and shall have no obligation to
deliver certificates for Shares which have vested at any particular time or
more
frequently than once every year. Upon any such release, and as a condition
thereto, the Purchaser shall deliver to the Secretary in accordance with this
Section 3(a), any replacement certificates representing Unreleased Shares,
with
a stock power duly endorsed in blank, medallion signature guaranteed, to
represent the continuing escrow of such Unvested Shares in accordance
herewith.
2
b. Neither
the Company nor any of its officers, directors, employees or agents, shall
be
liable for any act it or any of them may do or omit to do with respect to
holding or releasing the Shares which are subject to the escrow provisions
hereof.
c. This
Agreement shall not affect in any way the ownership, voting rights or other
rights or duties of the Purchaser relating to the Shares, except as specifically
provided in this Agreement.
7. Investment
Representations. In
connection with the purchase of the Shares, the Purchaser represents to the
Company the following:
a. The
Purchaser is aware of the Company’s business affairs and financial condition and
has acquired sufficient information about the Company to reach an informed
and
knowledgeable decision to acquire the Shares. The Purchaser is purchasing the
Shares for investment for the Purchaser’s own account only and not with a view
to, or for resale in connection with, any “distribution” thereof within the
meaning of the Securities Act of 1933, as amended (the “Securities Act”).
b. The
Purchaser understands that the Shares have not been registered under the
Securities Act by reason of a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent as expressed herein. In this connection, the Purchaser
understands that, in view of the Securities and Exchange Commission (the “SEC”),
the statutory basis for such exemption may not be present if the Purchaser’s
representations meant that the Purchaser’s present intention was to hold the
Shares for a minimum capital gains period under applicable tax statutes, for
a
deferred sale, for a market rise, for a sale if the market does not rise, or
for
a year or any other fixed period in the future.
c. The
Purchaser further acknowledges and understands that the Shares must be held
indefinitely unless they are subsequently registered under the Securities Act
or
an exemption from such registration is available. The Purchaser further
acknowledges and understands that the Company is under no obligation to register
the Shares. The Purchaser understands that the certificate evidencing the Shares
will be imprinted with a legend which prohibits the transfer of the Shares
unless they are registered or such registration is not required in the opinion
of counsel satisfactory to the Company.
3
8. Stock
Certificate Legends. The
share certificate evidencing the Shares issued hereunder shall be endorsed
with
the following legends:
a. THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH
SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
b. THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE OPTION IN
FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS
OF
AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON
FILE
WITH THE SECRETARY OF THE COMPANY.
c. Any
legend required by any applicable state securities laws.
9. Market
Stand-Off Agreement. The
Purchaser hereby agrees, if so requested by the managing underwriters or the
Company in connection with a public offering of the Company’s Common Stock,
that, without the prior written consent of such managing underwriters, the
Purchaser will not offer, sell, contract to sell, grant any option to purchase,
make any short sale or otherwise dispose of, assign any legal or beneficial
interest in or make a distribution of any capital stock of the Company held
by
or on behalf of the Purchaser or beneficially owned by the Purchaser in
accordance with the rules and regulations of the SEC for a period of up to
180 days after the date of the final prospectus relating to the Company’s
initial public offering.
10. Adjustment
for Stock Split. All
references to the number of Shares and the purchase price of the Shares in
this
Agreement shall be appropriately adjusted to reflect any stock split, reverse
stock split or stock dividend or other similar change in the Shares which may
be
made by the Company after the date of this Agreement.
11. Tax
Consequences. The
Purchaser has reviewed with the Purchaser’s own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. The Purchaser is relying solely on such advisors
and not on any statements or representations of the Company or any of its
agents. The Purchaser understands that the Purchaser (and not the Company)
shall
be responsible for the Purchaser’s own tax liability that may arise as a result
of this investment or the transactions contemplated by this Agreement. The
Purchaser understands that Section 83 of the Internal Revenue Code of 1986,
as amended (the “Code”), taxes as ordinary income both (i) the difference
between the fair market value of the Shares when the Company granted the
Purchaser the right to purchase the Shares and the fair market value of the
Shares on the date of this Agreement, and (ii) the difference between the
amount paid for the Shares and the fair market value of the Shares as of the
date any restrictions on the Shares lapse. In this context, “restriction”
includes the right of the Company to buy back the Shares pursuant to its
repurchase option. The Purchaser understands that the Purchaser may elect to
be
taxed at the time the Shares are purchased rather than when and as the Company’s
repurchase option or 16(b) period expires by filing an election under
Section 83(b) of the Code with the I.R.S. within 30 days from the date
of purchase.
4
THE
PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT
THE COMPANY’S TO TIMELY FILE ANY ELECTION UNDER SECTION 83(b), EVEN IF THE
PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
THE
PURCHASER’S BEHALF.
12. General
Provisions.
a. This
Agreement shall be governed by the laws of the State of New York. This Agreement
represents the entire agreement between the parties with respect to the purchase
of the Shares by the Purchaser and may only be modified or amended in writing
signed by both parties.
b. Any
notice, demand or request required or permitted to be given by either the
Company or the Purchaser pursuant to the terms of this Agreement shall be in
writing and shall be deemed given when delivered personally or deposited in
the
U.S. mail, First Class with postage prepaid, and addressed to the parties at
the
addresses of the parties set forth at the end of this Agreement or such other
address as a party may request by notifying the other in writing.
c. The
rights and benefits of the Company under this Agreement shall be transferable
to
any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors
and assigns. The rights and obligations of the Purchaser under this Agreement
may only be assigned with the prior written consent of the Company and any
purported transfer otherwise shall be null and void.
d. Either
party’s failure to enforce any provision or provisions of this Agreement shall
not in any way be construed as a waiver of any such provision or provisions,
nor
prevent that party thereafter from enforcing each and every other provision
of
this Agreement. The rights granted both parties herein are cumulative and shall
not constitute a waiver of either party’s right to assert all other legal
remedies available to it under the circumstances.
e. The
Purchaser agrees upon request to execute any further documents or instruments
necessary or desirable to carry out the purposes or intent of this Agreement.
f. THE
PURCHASER ACKNOWLEDGES AND AGREES THAT THE LAPSING OF THE REPURCHASE OPTION
PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN “AT
WILL” EMPLOYEE OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR
PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE REPURCHASE
OPTION SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE
OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR SUCH PERIOD, FOR ANY PERIOD, OR
AT
ALL, AND SHALL NOT INTERFERE WITH THE COMPANY’S RIGHT TO TERMINATE PURCHASER’S
EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE
5
g. Purchaser
has reviewed this Agreement in its entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Agreement and fully understands
all provisions of this Agreement.
[SIGNATURE
PAGE TO FOLLOW]
6
IN
WITNESS WHEREOF, the parties have duly executed this Restricted Stock Purchase
Agreement as of the day and year first set forth above.
| US URANIUM INC. |
PURCHASER:
|
|||
| a Nevada corporation | ||||
|
By:
|
/s/ Xxxxx Xxxxxx | /s/ Xxxxx X. Xxxxxxxx | ||
|
Xxxxx Xxxxxx |
Xxxxx X. Xxxxxxxx |
|||
|
Director
|
||||
|
Address:
0000
Xxx Xxxxxx
XxXxxx,
XX 00000
|
Address:
0000
Xxxx Xxxxxx Xxxxx
XxXxxx,
XX 00000
|
|||
7
