CONSULTING AGREEMENT
AGREEMENT,
made this day ____ of __________, 2006
by and between Uranium Energy Corp., having its principal place of business
at
#000 000 Xxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0 (hereinafter the "Company")
and
EurXchange Consulting Ltd., having its principal place of business at #000,
00X-0000 Xxxxxxxx Xxx, Xxxx Xxxxxxxxx, X.X., X0X 0X0, Xxxxxx (hereinafter
the
"Consultant).
WHEREAS,
the Company desires to retain the
Consultant for consulting services in connection with financial and investor
public relations and related matters in the Federal Republic of Germany
and the
Consultant desires to provide such services as set forth herein.
NOW,
THEREFORE, in consideration of the premises
and mutual covenants and agreements set forth herein and for other good
and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
A. CONSULTATION
1. Consultant.
The Company hereby retains the
Consultant to render to the Company the consulting services as described
in
Section B hereof, and the Consultant hereby accepts such assignment upon
the
terms and conditions hereinafter set forth.
2. Independent
Relationship. The Consultant shall
provide the consulting services required to be rendered by it hereunder
solely
as an independent contractor and nothing contained herein shall be construed
as
giving rise to an employment or agency relationship, joint venture, partnership
or other form of business relationship.
3. No
Authority to Obligate the Company. Without the
consent of the board of directors or appropriate officer of the Company,
the
Consultant shall have no authority to take, nor shall it take, any action
committing or obligating the Company in any manner, and it shall not represent
itself to others as having such authority.
4. Term.
The term of the
Consultant's consultation to the Company hereunder shall commence as of
the date
hereof and shall extend for a term of one (1) year.
B. OBLIGATIONS
OF
THE CONSULTANT
1. Consulting
Services. During the term of this
Agreement, Consultant will render advice and assistance to the Company
on public
and investor relations related matters, and in connection therewith the
Consultant shall perform and render the consulting services enumerated
in
Schedule A hereto.
1
ALL
OF THE FOREGOING CONSULTANT PREPARED DOCUMENTATION CONCERNING
THE COMPANY, INCLUDING, BUT NOT LIMITED TO, DUE DILIGENCE REPORTS, CORPORATE
PROFILE, FACT SHEETS, AND QUARTERLY NEWSLETTERS, SHALL BE PREPARED BY THE
CONSULTANT FROM MATERIALS SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED
BY
THE COMPANY IN WRITING PRIOR TO DISSEMINATION BY THE CONSULTANT.
2. Nonexclusive
Engagement; Extent of Services.
a.
The parties agree that the consultation contemplated by this
Agreement is a nonexclusive engagement and that the Consultant now renders
and
may continue to render consulting services to other companies which may
or may
not conduct activities similar to those of the Company.
b.
The Consultant will devote such time and effort to the affairs
of the Company as the Consultant deems reasonable and adequate to render
the
consulting services contemplated by this Agreement. The Consultant's work
will
not include any services that constitute the rendering of any legal opinions
or
performance of work that is in the ordinary purview of certified public
accountants.
3. Confidentiality.
The Consultant will not, either
during its engagement by the Company pursuant to this Agreement or at any
other
time thereafter, disclose, use or make known for its or another's benefit,
any
confidential information, knowledge, or data of the Company or any of its
affiliates in any way acquired or used by the Consultant during its engagement
by the Company. Confidential information, knowledge or data of the Company
and
its affiliates shall not include any information which is or becomes generally
available to the public other than as a result of a disclosure by the Consultant
or its representatives.
C. OBLIGATIONS
OF THE
COMPANY.
1. Compensation.
a.
Cash
Retainer. The Company will pay according to
Schedule A the amount of 290,000 EUR in total. The first installment of
130,000
EUR is due on the date hereof. The second and third installment of each
80,000
EUR are payable on the 30th day of April and May 2006.
2
b.
Issuance of Stock. Subject to the provisions of Section
b, below, in consideration of the services to be rendered by the Consultant
hereunder, the Company shall issue to the Consultant or his designees an
aggregate of 200,000 fully paid and non-assessable shares (the “Shares”) of the
common stock of the Company, par value $0.01 per share.
b.
In connection with, and in consideration of,
the issuance of the Shares to the Consultant, the Consultant hereby agrees
with
and represents and warrants to the Company as follows:
i.
The Consultant is acquiring the Shares for
the undersigned's own account, for investment purposes only and not with
a view
toward their resale or distribution.
ii.
The Consultant understands that the Shares
are not freely transferable and will not be freely transferable for an
extended
period of time and that, as a consequence thereof, the undersigned may
have
extremely limited opportunities to dispose of the Shares. The Consultant
understands that Rule 144 of the Securities Act of 1933, as amended (the
“Act”)
permits the transfer of "restricted securities" of the type herein involved
under certain conditions, but the Company may not in the future meet the
conditions to the application of Rule 144, including, inter alia, the condition
that current detailed information concerning the Company be publicly
available.
iii.
The Consultant will not transfer any of
the Shares either (a) in the absence of an effective registration under
the Act
and state securities laws (“Laws”), or (b) without obtaining an opinion of an
counsel reasonably acceptable to the Company, which opinion shall be addressed,
and satisfactory in form and substance, to the Company and its counsel,
stating
that the transaction is exempt from the registration requirements of the
Act and
Laws.
iv.
Until freely transferable, the Company may
refuse to authorize any transfer by the Consultant of any of the Shares
if the
proposed transferee does not make written representations and agreements
to the
Company and the undersigned in form and substance similar to those contained
herein, or if any circumstances are present which reasonably indicate that
such
transferee's representations are not accurate.
v.
A stop transfer order will be entered on the
Company's records respecting the Shares and a restrictive legend will be
affixed
to the certificate evidencing the Shares substantially in the following
form:
| (A) |
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH
APPLICABLE STATE SECURITIES LAWS."
|
3
(B)
In addition, the Company shall be entitled
to imprint the certificate evidencing the Shares with any State legend,
if
required.
vi.
The Consultant agrees to save, hold
harmless, defend and indemnify the Company from any claims, liabilities,
or
nonperformance by the undersigned of any representation, warranty or agreement
contained in this letter.
vii.
The Consultant understands and acknowledges that the Company is
under no obligation to prepare a registration statement covering the public
resale of the Shares nor does the undersigned have a right to include the
Shares
in any registration statement that the Company may prepare in the future.
2. Reimbursement
of Expenses.
a.
Out-of-Pocket
Expenses. The Company
shall reimburse the Consultant for actual out-of-pocket expenses including,
but
not limited to, facsimile, postage, printing, photocopying, and entertainment,
incurred by the Consultant without the prior consent of the Company and
in
connection with the performance by the Consultant of its duties hereunder
in
amounts up to one-thousand dollars (S1,000) per month. The prior consent
of the
Company shall be required for reimbursement of expenses in excess of
one-thousand dollars ($1,000) per month.
b.
Travel
and Related Expenses. The
Company shall reimburse the Consultant for the costs of all travel and
related
expenses incurred by the Consultant in connection with the performance
of its
services hereunder, provided that all such costs and expenses have been
authorized, in advance, by the Company.
c.
General.
Expenses shall be due and
payable when billed and after they have been incurred.
D. MISCELLANEOUS.
1. Entire
Agreement. This Agreement contains the
entire agreement between the parties with respect to the engagement of
Consultant by the Company as a consultant and supersedes and replaces any
and
all prior understandings, agreements or correspondence between the parties
relating to the subject matter hereof.
4
2. Modification
and Waiver. No supplement,
modification or amendment of this Agreement shall be binding unless executed
in
writing by both the parties hereto. No waiver of any other provisions hereof
(whether or not similar) shall be binding unless executed in writing by
both the
parties hereto nor shall such waiver constitute a continuing waiver.
3. Governing
Law. This Agreement has been made in and
shall be interpreted according to the laws of the State of _________________
without any reference to the conflicts of laws rules thereof. The parties
hereto
submit to the jurisdiction of the courts of the State of ______________
for the
purpose of any actions or proceedings which may be required to enforce
any of
the provisions of this agreement.
4. Successors
and Assigns. This Agreement shall inure
to the benefit of and be binding upon the Company and its successors and
assigns
and upon the Consultant and the Consultant's successors and assigns.
5. Severability.
If any provision or provisions of
this agreement shall be held to be invalid, illegal or unenforceable for
any
reason whatsoever:
a.
the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion
of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired
thereby;
and
b.
to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of
this
agreement containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
6. Further
Assurances. From and after the execution
and delivery of this Agreement, upon request of either party, the other
shall
do, execute, acknowledge and deliver all such further acts, assurances
and other
instruments and papers as may be required to carry out the transactions
contemplated by this agreement.
7. Headings.
The headings of the paragraphs of this
agreement are inserted for convenience only and shall not be deemed to
constitute part of this agreement or to affect the construction hereof.
8. Notices.
Any notice to be given hereunder shall be
given in writing. All notices under this Agreement shall be either hand
delivered receipt acknowledged, or sent by registered or certified mail,
return
receipt requested as follows:
5
|
(a)
If to the Company, to:
|
#000
- 000 Xxxxx Xxxxxx.
Xxxxxxxxx,
X.X., X0X 0X0
Attn.: Xx. Xxxxxx
Facsimile No.: (000) 000-0000
|
||
| (b) If to the Consultant, to: |
EurXchange Consulting Ltd.
#000, 00X-0000 Xxxxxxxx Xxx
Xxxx Xxxxxxxxx, X.X, X0X 0X0
Facsimile
No.: (000) 000-0000
Attn:
Xx. Xxx Xxxxxx
|
All
such notices shall be deemed given when delivered, if
personally delivered as aforesaid, or within five business days after mailing,
as aforesaid.
9. Execution.
This Agreement may be executed in two or
more counterparts, all of which when taken together shall be considered
one and
the same agreement and shall become effective when counterparts have been
signed
by each party and delivered to the other party, it being understood that
both
parties need not sign the same counterpart. In the event that any signature
is
delivered by facsimile transmission, such signature shall create a valid
and
binding obligation of the party executing (or on whose behalf such signature
is
executed) the same with the same force and effect as if such facsimile
signature
page were an original thereof.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first written above.
By: _______________________
Xxxx
Xxxxxx, President
EURXCHANGE
CONSULTING,
LTD.
By: _______________________
Xxx
Xxxxxx,
Director
SCHEDULE
“A”
6
Investor
Awareness Program for URANIUM ENERGY
CORP.
The
Consultant is responsible for the program coordination within
the six month term. The Consultant will arrange in addition to the suggested
program elements Face-to-Face-Meetings with European specialists and strategic
investors, arranged to generate a substantial interest for the Client’s stock in
major European equity markets. Maximizing results will be achieved by
handpicking the audience for each meeting, thus ensuring the best possible
fit
between the investor attendees and the Client. (Focus on GERMANY and
SWITZERLAND)
Corporate
finance consulting in connection with a debt or equity
financing in order to raise funds for the Client including introduction
to the
Consultant’s investors’ network and their investment advisors plus various
potential private investors capable of financing public companies.
Information
on loans, credit lines, debts and other forms of
financing or funding against equity as an asset which could function as
a bridge
financing in connection with the aforementioned fund raising services.
Introduction
to various journalist of the leading press in Germany
such as Focus Money, Financial Times Germany, Euro am Xxxxxxx and reporters
from
CNBC, Bloomberg TV and N-TV, wholly owned subsidiary of CNN.
It
shall be expressly understood that the Consultant shall have no
power to bind Client to any contract or obligation or to transact any business
in Client’s name or on behalf of Client in any manner.
| Listing on Frankfurt Exchange and electronic Xetra System |
10,000
EUR
|
In
order to get listed in Germany, the Client needs a “Makler”
(equivalent to a market maker) who applies to the exchanges for a listing
on
behalf of Client. The listing procedure takes somewhere between 4 and 6
weeks.
The above mentioned costs cover the fees for the exchanges and the costs
for the
market maker for his work. There are no additional costs and no annual
fees as
this is a secondary listing.
| Market Making contract with Xxxxxxxxxxxx XX |
20,000
EUR
|
Xxxxxxxxxxxxx
XX guarantees for a period of 1 year an active market making program which
results in a very narrow spread between “bid” and “ask”. The market maker
guarantees a minimum bid size of 5,000 shares rising to 20,000 shares depending
on the liquidity of the stock. Deutsche Börse automatically groups the shares
into one out of five liquidity classes each month based on the actual trading
behavior.
| Translations of Webpage, Business Plan and News Releases |
15,000
EUR
|
All
of Client ´s materials made available to the public will be
translated into German. Primarily there is the website (powered by EquityStory
AG and available on over 25 financial portals), the business plan and various
brochures which should be combined in a professional investors package
(see
below).The text would be not just translated but also be transformed in
an
easy-to-understand German to introduce Client to potential German investors.
Corporate news will be sent out in German using the state-of-the-art services
of
DGAP (now a subsidiary of EquityStory AG)
7
| Phone & Location Service |
20,000
EUR
|
In
order to establish communication during central European
business hours, Client would have a German business address and active
phone
& fax lines. German investors have therefore an opportunity to speak in
German with someone representing the Client, without any time difference.
Therefore,
Consultant offers the following services for a six
month term:
|
·
|
answering
of phone calls, faxes and mailings on Client´s
behalf
|
|
·
|
e-mail
response center;
|
|
·
|
building
a data-base of all persons and institutions
inquiring regarding the company;
|
|
·
|
sending
out information brochures/mailings/investor packages
upon request (costs w/o packing &
postage);
|
|
·
|
preparing
&
updating
an investors package based on the
existing investors package (max. 2,000
pieces)
|
| Chat line Coordination |
5,000
EUR
|
The
Consultant offers the service of two professional “chat line
hackers” specialized in coordinating and streamlining the chat lines. We suggest
a one month term boosting the corporate story.
| Telephone Hotline |
50,000
EUR
|
We
are affiliated with Germany’s most successful “Stock Hotline”.
The Stock Hotline will produce a five minute spot which will be posted
in the
1-900 Call-In-Center which advertises regularly on German TV and German
press.
The
program lasts for four months upon signing with regular
updates in case of important Corporate news.
| Web Portal Presence through Wallstreet Online |
40,000
EUR
|
The
Client will receive the marketing support of Germany’s most
powerful web portal for stock related information, xxxxxxxxxx-xxxxxx.xx.
They
have some 500,000 registered users who can sign up for areas of special
interest. With five of their newsletters we will have a tremendous reach
into
the German financial community. Wallstreet Online guarantees a 3 month
coverage
of client’s story in their various stock letters, banners, stock-tickers and
recommendation features. Furthermore the client will be posted as stock
of the
month, including the cover story. The average coverage will be twice a
week. We
suggest Mondays and Thursdays.
| MIDAS Research Report |
20,000
EUR
|
This
service will include production and distribution of:
|
·
|
1
basic research report (minimum 12 pages)
(German/English)
|
|
·
|
1
update (minimum 5 pages)
|
|
·
|
up
to 4 research flashes (1-2 pages) covering news releases
and filings during the following 6 months
|
|
·
|
1
analyst interview featuring the Client using the “Analyst
Corner” format on Cortal Consors (the leading German Online
Broker)
|
|
·
|
1
CEO interview
|
|
·
|
All
research (except CEO interview) will be published on the
website of Cortal Consors and will be sent out via email to our
own
database of 600 institutions and private asset managers in Germany
and
Switzerland. This will be published in German and available as
PDF or HTML
file.
|
8
| Xxxxx Stock Report |
50,000
EUR
|
This
service will include production and distribution of:
|
·
|
1
basic research report 4
pages)
|
|
·
|
3
update (2 pages)
|
|
·
|
6
HTML research flashes (1-2 pages) covering news releases
and filings during the following 6 months.
|
All
research will be published on Xxxxx Stock Report’s website and
disseminated via email to over 400,000 opt-in email addresses for each
report,
including updates and research flashes.
| Additional News Letter Presence |
30,000
EUR
|
The
Consultant offers a wide range of very efficient News Letters
throughout the whole German-speaking area (Germany, Austria and Switzerland).
We
recommend Der Goldreport, Oberbayerischer Boersenbrief, Frankfurt Finance
and
Money Radar. All of these news letters come with their own proprietary
data
base.
The
12 weeks package contains:
|
§
|
one
recommendation in one of the next issues of the above
stock-letters
|
|
§
|
one
retrospect two weeks after the first
recommendation
|
| Hard Copy Mailer by EURAMS |
30,000
EUR
|
EURAMS
(EURO AM XXXXXXX) is a weekly financial newspaper issued
each Sunday. EURAMS has 160,000 subscribers and is Germany’s leading stock
magazine for venture capital. The Consultant suggests the creation of a
company
flyer, which will be added to the magazine when the trading volume peaks
during
the program.
Summary
of Expenditures:
|
10,000
|
EUR
|
|
|
Market
Making, Xxxxxxxxxxxxx
|
20,000
|
EUR
|
|
Translations
/ Web Site / News releases
|
15,000
|
EUR
|
|
Phone
& Location Service
|
20,000
|
EUR
|
|
Chat-Line
Coordination
|
5,000
|
EUR
|
|
Telephone
Hotline
|
50,000
|
EUR
|
|
w:o
Web Portal Presence
|
40,000
|
EUR
|
|
MIDAS
Research Report
|
20,000
|
EUR
|
|
Xxxxx
Stock Report
|
50,000
|
EUR
|
|
Additional
News Letters
|
30,000
|
EUR
|
|
EURAMS
(Newspaper sublement)
|
30,000
|
EUR
|
|
Total
costs
|
290,000
|
EUR
|
Conclusion
From
our experience, for each EUR spent on IR (specifically with this
type of program) for such a great story as Uranium Energy Corp., up to
50 EUR of
buying should be created. We recommend that the initial offering should
be at
1.25 EUR per share, which has the possibility to be doubled until the end
of our
program, if conducted as outlined above.
Since
most of the indicated costs are up-front costs for us, we
have to ask to be paid in several installments up front as part of our
contract
following the attached timeline. Once the money is in the bank for each
program
segment we can commence immediately.
9
