BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT
THIS
BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT
(this “Agreement”) is made this [insert] day of June 22, 2007, by and among
XXXXXXXX URANIUM HOLDINGS, INC., an Arizona corporation (“Borrower”), Xxxxxx
XxXxxxxx (the “Stockholder”), and XXXXXXXX
URANIUM CORP., a Nevada corporation (“Lender”).
WITNESSETH:
WHEREAS,
Lender and Borrower have agreed upon certain of the terms and conditions of
a
merger (the “Merger”) and related transactions (collectively, the
“Transactions”), as set forth in the Term Sheet attached hereto as Exhibit A
(the “Term Sheet”);
WHEREAS,
subsequent to the closing of the Merger herewith Lender will be engaged in
a
private placement offering (the “PPO”) of its securities, which PPO will be
conducted pursuant to the exemptions from registration provided by Rule 506
of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)
and/or Section 4(2) of the Securities Act and/or Regulation S under the
Securities Act;
WHEREAS,
to provide Borrower with sufficient working capital to enable Borrower to
fulfill its obligations under certain contractual agreements incident to its
oil
and gas exploration business while Lender and Borrower prepare the documentation
necessary and appropriate to consummate the Transactions and obtain all
necessary approvals from stockholders and third parties, Lender has agreed
to
utilize a portion of the proceeds of the PPO to provide Borrower with a
temporary loan;
WHEREAS,
in order to secure the Borrower’s obligations under such loan including, but not
limited to, the Borrower’s obligations under the Note, dated as of even date
herewith, the Stockholder has agreed to pledge to the Lender 100 shares of
Borrower’s common stock (the “Borrower Control Shares”) which will constitute
100% of the outstanding capital stock of Borrower, on a fully-diluted
basis;
NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Borrower and the Lender, intending to be legally bound, agree as
follows:
ARTICLE
I
- LOAN
1.1.
Loan.
Lender
agrees, on the terms and conditions of this Agreement, to make a loan to
Borrower in the amount of Five Hundred Forty Five Thousand Dollars ($545,000)
(the “Loan”). Upon the execution and delivery of this Agreement, the Lender
shall disburse the full amount of the Loan to Borrower, net of Lender’s expenses
(the date of such disbursement hereinafter referred to as the “Loan Date”).
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1.2.
The
Note.
Borrower has authorized the issuance of a promissory note (the “Note”) made in
favor of Lender by Borrower, which shall be in the form set forth in Exhibit
B
attached hereto. The Loan shall bear interest at the rate of nine percent (9%)
per annum, and shall be due and payable to the order of Lender on
or
before the earlier of October 23, 2007 and the date of the Merger (the
“Due Date”); provided, however, that from and after an Event of Default, as
defined in Article VI hereof, such interest rate shall increase to fifteen
percent (15%) per annum.
1.3.
Payments.
Borrower will begin making consecutive monthly interest only payments on the
Loan of accrued interest commencing thirty (30) days after the date hereof
and
continuing through the Due Date, at which time Borrower shall repay the unpaid
principal amount of the Loan, together with accrued and unpaid interest;
provided, that upon the closing of the Merger, all amounts outstanding under
the
Loan shall be forgiven, and the Note shall be deemed repaid in
full.
ARTICLE
II - SECURITY
As
collateral security for Borrower’s obligations hereunder and under the Note, and
as an inducement to Lender to make the Loan hereunder, the Stockholder will
pledge the Borrower Control Shares, as provided for below. All certificates
representing the Borrower Control Shares shall be deposited into escrow pursuant
to the Pledge and Escrow Agreement (the “Escrow Agreement”) being executed
simultaneously herewith
ARTICLE
III - BORROWER CONTROL SHARES
3.1
Rights
Relating to Borrower Control Shares.
Prior
to the occurrence of an Event of Default (as defined herein), (i) the Lender
shall have no right to vote the Borrower Control Shares at any meeting of the
Borrower’s stockholders, and (ii) the Lender shall have no right to assign or
transfer the Borrower Control Shares. Upon the occurrence of such an Event
of
Default, the Lender shall be entitled (X) to vote the Borrower Control Shares,
and (Y) to assign or transfer such Borrower Control Shares, and to enjoy all
other rights and privileges incident to the ownership of the Borrower Control
Shares. Lender shall credit against the amounts owed on the Loan, any dividends
or distributions received with respect to the Borrower Control Shares, and
any
proceeds received from the sale or disposition of the Borrower Control
Shares.
3.2 Release
of Pledged Shares from Pledge and Borrower Control Shares from
Escrow.
Upon
the payment of all amounts due to the Lender under the Loan Documents by
repayment in accordance with the terms of the Note, the parties hereto shall
notify the Escrow Agent, as such term is defined in the Escrow Agreement, to
such effect in writing. Upon receipt of such written notice, the Escrow Agent
shall return to the party designated in the notice the Transfer Documents and
the certificates representing the Borrower Control Shares. Notwithstanding
anything to the contrary contained herein, upon full payment of all amounts
due
to the Lender under the Loan Documents, by
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repayment
in accordance with the terms of the Note, this Agreement and Lender’s security
interest and rights in and to the Borrower Control Shares shall
terminate.
ARTICLE
IV - REPRESENTATIONS AND WARRANTIES OF BORROWER
Borrower
(together with the Stockholder, with respect to Section 4.11 below) represents
and warrants to Lender as follows:
4.1.
Organization.
Borrower is a corporation duly existing under the laws of its jurisdiction
of
incorporation and qualified and licensed to do business in any jurisdiction
in
which the conduct of its business or its ownership of property requires that
it
be so qualified, except where the failure to be so qualified would not have
a
material adverse effect on the business, operations, condition (financial or
otherwise), property or prospects of Borrower, or the ability of Borrower to
carry out their respective obligations under the Loan Documents (as defined
in
Section 4.2 below) (a “Company Material Adverse Effect”).
4.2.
Subsidiaries.
Borrower has no Subsidiaries. For purposes of this Agreement, a “Subsidiary”
means any corporation, partnership, joint venture or other entity in which
Borrower has, directly or indirectly, an equity interest representing 50% or
more of the capital stock thereof or other equity interests
therein.
4.3.
Authorization.
All
corporate action on the part of Borrower and its officers, directors and
stockholders necessary for the authorization, execution, delivery and
performance of all obligations of Borrower under this Agreement, the Note,
the
Security Agreement, the Escrow Agreement and all other documents necessary
or
desirable in connection with the Loan (collectively, the “Loan Documents”) to
which any of them may be a party have been taken. This Agreement, the Note,
the
Escrow Agreement and the Security Agreement, when executed and delivered by
Borrower, shall constitute legal, valid and binding obligations of Borrower,
enforceable against Borrower in accordance with their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium
or similar laws affecting creditors’ rights and the enforcement of debtors’
obligations generally and by general principles of equity, regardless of whether
enforcement is pursuant to a proceeding in equity or at law.
4.4.
Absence
of Conflicts.
The
execution, delivery and performance of this Agreement and each of the other
Loan
Documents is not in conflict with nor does it constitute a breach of any
provision contained in Borrower’s organizational documents, nor will it
constitute an event of default under any material agreement to which Borrower
is
a party or by which Borrower is bound.
4.5.
Consents
and Approvals.
Borrower has obtained all consents, approvals and authorizations of, made all
declarations or filings with, and given all notices to, all governmental
authorities and agencies that are necessary for the continued operation of
Borrower’s business as currently conducted, or are required by law.
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4.6
Capitalization.
The
authorized and outstanding share capital of Borrower consists of 100 shares
of
common stock, $0.01 par value, all of which is outstanding as of the date of
this Agreement. There are no subscriptions, convertible securities, options,
warrants or other rights (contingent or otherwise) currently outstanding to
purchase any of the authorized but unissued capital stock of Borrower. Borrower
has no obligation to issue shares of its capital stock, or subscriptions,
convertible securities, options, warrants, or other rights (contingent or
otherwise) to purchase any shares of its capital stock or to distribute to
holders of any of its equity securities, any evidence of indebtedness or asset.
No shares of Borrower capital stock are subject to a right of withdrawal or
a
right of rescission under any applicable securities law. There are no
outstanding or authorized stock appreciation, phantom stock or similar rights
with respect to the Borrower. To the Knowledge of the Borrower, except as
otherwise contemplated by this Agreement, there are no agreements to which
the
Borrower is a party or by which it is bound with respect to the voting
(including without limitation voting trusts or proxies), registration under
any
applicable securities laws, or sale or transfer (including without limitation
agreements relating to pre-emptive rights, rights of first refusal, co-sale
rights or “drag-along” rights) of any securities of the Borrower. To the
Knowledge of the Borrower, there are no agreements among other parties, to
which
the Borrower is not a party and by which it is not bound, with respect to the
voting (including without limitation voting trusts or proxies) or sale or
transfer (including without limitation agreements relating to rights of first
refusal, co-sale rights or “drag-along” rights) of any securities of the
Borrower.
4.7.
Litigation.
There
are no actions, suits, claims, investigations, arbitrations or other legal
or
administrative proceedings, to the Knowledge of Borrower, threatened against
Borrower at law or in equity, and to Borrower’s Knowledge, there is no basis for
any of the foregoing. There are no unsatisfied judgments, penalties or awards
against or affecting Borrower or its businesses, properties or assets. Borrower
is not in default, and no event has occurred which with the passage of time
or
giving of notice or both would constitute a default by Borrower with respect
to
any order, writ, injunction or decree known to or served upon Borrower of any
court or of any foreign, federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic
or
foreign. There is no action or suit by Borrower pending or threatened against
others. Borrower has complied with all laws, rules, regulations and orders
applicable to its current business, operations, properties, assets, products
and
services the violation of which would have a Company Material Adverse Effect.
There is no existing law, rule, regulation or order, and Borrower has no
Knowledge of any proposed law, rule, regulation or order, whether foreign,
federal or state, that would prohibit or materially restrict Borrower from,
or
otherwise materially adversely affect Borrower in, conducting its businesses
in
any jurisdiction in which it is now conducting business.
As
defined in this Agreement, “Knowledge” of Borrower means the actual knowledge by
a director or officer of Borrower of a particular fact or circumstance or such
knowledge as may reasonably be imputed to such person as a result of his actual
knowledge of other facts or circumstances as well as any other knowledge which
such
4
person
would have possessed had they made reasonable inquiry of appropriate employees
and agents of Borrower with respect to the matter in question.
4.8.
Absence
of Certain Events.
To the
Borrower’s Knowledge, there is no existing condition, event or series of events
which reasonably would be expected to have a Company Material Adverse
Effect.
4.9
Title
to Property and Assets.
Borrower does not own any real property. Borrower has good and marketable title
to all of its personal property and assets free and clear of any material
restriction, mortgage, deed of trust, pledge, lien, security interest or other
charge, claim or encumbrance which would have a Company Material Adverse Effect.
With respect to properties and assets it leases, Borrower is in material
compliance with such leases and holds a valid leasehold interest free of any
liens, claims or encumbrances which would have a Company Material Adverse
Effect.
4.10.
Governmental
Permits.
Borrower holds all licenses, franchises, permits and other governmental
authorizations which are required for the conduct of any aspect of Borrower’s
business, as presently conducted and as presently contemplated to be conducted,
including, but not limited to, all such business operations contemplated by,
or
incident to, the Transactions. All such licenses, franchises, permits and other
governmental authorizations are valid and current, and Borrower has not received
any notice that any governmental authority intends to cancel, terminate or
not
renew any such license, franchise, permit or other governmental authorization.
Borrower has conducted and is conducting its business in compliance with the
requirements, standards, criteria and conditions set forth in such licenses,
franchises, permits and other governmental authorizations, and all laws and
regulations applicable thereto, and is not in violation of any of the foregoing.
The consummation of the transactions contemplated hereunder will not alter
or
impair or require changes to any such license, franchise, permit or other
governmental authorization.
4.11
Borrower
Control Shares.
The
Borrower Control Shares have been duly and validly authorized for issuance
and
pledge pursuant to this Agreement and, when issued and delivered as provided
hereunder, will be duly authorized, validly issued, fully paid and
non-assessable and free and clear of all Liens imposed by the Borrower or any
other person other than restrictions on transfer provided for in the Loan
Documents. As used in this Agreement “Lien” means a lien, charge, security
interest, right of first refusal, preemptive right, mortgage, pledge, title
retention device, or other encumbrance or restriction.
ARTICLE
V
- COVENANTS OF BORROWER
So
long
as the Note is outstanding, Borrower agrees that, unless Lender shall give
its
prior consent in writing:
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5.1.
Ordinary
Course.
Borrower shall carry on its business in the ordinary course substantially as
conducted heretofore, and shall not engage in any transaction outside of the
ordinary course of business.
5.2.
Maintain
Properties.
Borrower shall maintain its properties and facilities in good working order
and
condition, reasonable wear and tear excepted.
5.3.
Performance
under Agreements.
Borrower shall perform all of its obligations under agreements relating to
or
affecting its assets, properties or rights.
5.5.
Cooperation
with Lender.
Borrower shall cooperate with Lender and shall use its reasonable best efforts
to complete and sign the merger agreement (the “Merger Agreement”) contemplated
by the Merger and shall use its reasonable best efforts to consummate the
Transactions contemplated thereby.
5.5.
Financial
Statements.
Borrower shall provide to Lender prior to the Due Date any such audited or
unaudited financial statements as may be required under applicable U.S.
Securities Exchange Commission (“SEC”) regulations for inclusion of such
statements in Lender’s SEC and other regulatory filings upon and following the
Closing of the Merger.
5.6.
Maintenance
of Business Organization.
Borrower shall maintain and preserve its business organization intact and use
its best efforts to retain its present key employees and relationships with
suppliers, customers and others having business relationships with Borrower.
5.7.
Compliance
with Permits.
Borrower shall maintain compliance with all permits, laws, rules and
regulations, consent orders and all other orders of applicable courts,
regulatory agencies, and similar governmental authorities.
5.8.
Leases.
Borrower shall maintain its present leases in accordance with their respective
terms, and shall not enter into new or amended lease instruments.
5.9.
Payments.
Except
with respect to fees due to attorneys, accountants, and investment bankers
relating to the Transactions, including with respect to the Loan, Borrower
shall
not make any payment, or incur any obligation to make any payment in the
ordinary course of business in excess of $25,000 without the prior written
consent of the Lender. Notwithstanding the foregoing, Borrower is hereby
permitted to make all such expenditures as are in compliance with (with respect
to both type of expense and amount thereof) the use of proceeds (the “Use of
Proceeds”) attached hereto as Exhibit C.
5.10.
Loan
Documents.
Borrower shall comply in all respects with the terms of all other Loan
Documents.
5.11.
Indebtedness.
Except
as contemplated by the Use of Proceeds, Borrower shall not incur any
indebtedness other than: (i) trade debt incurred in the ordinary course of
business, (ii) purchase money obligations in the ordinary course
6
of
business up to $25,000, or (iii) taxes and assessments not delinquent or
actively being contested in good faith by Borrower and for which Borrower has
adequate reserves.
5.12.
Liens.
Borrower shall not permit to exist against any of its assets any Lien except
for
(i) taxes and assessments not delinquent or actively being contested in good
faith by Borrower and for which Borrower has adequate reserves, or (iii)
deposits or pledges for goods or services made in the ordinary course of
business.
5.13.
Mergers.
Except
as contemplated by the Transactions, Borrower shall not merge or consolidate
with or into any other corporation, or sell, assign, lease or otherwise dispose
of or voluntarily part with the control (whether in one transaction or in a
series of related transactions) of assets (whether now owned or hereafter
acquired) having a fair market value of more than $25,000 at the time(s) of
transfer, or sell, assign or otherwise dispose of (whether in one transaction
or
in a series of transactions) any of its accounts receivable (whether now in
existence or hereafter created) at a discount or with recourse, to any person,
except sales or other dispositions of assets in the ordinary course of business.
5.14.
Issuance
of Capital Stock.
Except
as contemplated by the Transactions, Borrower shall not issue, or agree or
commit to issue, any shares of capital stock, or to issue or grant any option,
warrant, security or other rights (contingent or otherwise) to purchase or
acquire shares of its capital stock, or any bond, debenture or other instrument
or obligation which has the power to vote in respect to the corporate affairs
and management of Borrower.
5.15.
Charter
Documents.
Borrower shall not make any amendment to its Certificate of Incorporation or
its
By-Laws.
Within
three (3) business days following Borrower’s request for a waiver of any
provision of this Article V, the Lender shall provide Borrower with their
response to such request.
ARTICLE
VI - DEFAULTS AND REMEDIES
6.1.
An
“Event of Default” occurs if:
(a)
Borrower defaults in the payment of any principal or interest of the Note when
the same shall become due, either by the terms thereof or otherwise as herein
provided; or
(b)
Borrower defaults in the performance or observance of any other agreement,
term
or condition contained in the Note or the other Loan Documents; or
7
(c)
Borrower shall default in the payment of any principal of, or premium, if any,
or interest on, any other indebtedness in excess of $25,000 or obligation with
respect to borrowed money after expiration of any grace or cure period or shall
default in the performance of any material term of any instrument evidencing
such indebtedness or of any mortgage, indenture or agreement relating thereto
after expiration of any grace or cure period, and the effect of such default
is
to cause or to permit the holder or holders of such obligation to cause, such
indebtedness or obligation to become due and payable prior to its stated
maturity; or
(d)
The
Merger shall not have closed by the Due Date; or
(e)
Borrower pursuant to or within the meaning of any Bankruptcy Law:
(i)
commences a voluntary case,
(ii)
consents to the entry of an order for relief against it in an involuntary
case,
(iii)
consents to the appointment of a Custodian of it or for all or substantially
all
of its property,
(iv)
makes a general assignment for the benefit of its creditors, or
(v)
is
the debtor in an involuntary case which is not dismissed within thirty (30)
days
of the commencement thereof, or
(f)
A
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:
(i)
provides for relief against Borrower in an involuntary case,
(ii)
appoints a Custodian of Borrower for all or substantially all of its property,
or
(iii)
orders the liquidation of Borrower,
(g)
A
final judgment for the payment of money in an amount in excess of $25,000 shall
be rendered against Borrower (other than any judgment as to which a reputable
insurance company shall have accepted full liability in writing) and shall
remain undischarged for a period (during which execution shall not be
effectively stayed) of 20 days after the date on which the right to appeal
has
expired;
(h)
Any
representation or warranty made by Borrower in this Agreement, any other Loan
Document or in any other document or instrument furnished in
8
connection
with the transactions contemplated hereby shall prove to be materially false
or
incorrect on the date as of which such representation or warranty was made;
or
(i)
An
event shall occur or there exist facts or circumstances which create or result
in a Company Material Adverse Effect;
then
and
in any such case (x) upon the occurrence of any Event of Default described
in
paragraphs (e) or (f), the unpaid principal amount of and accrued interest
on
the Note shall automatically become due and payable, without presentment,
demand, protest or notice of any kind, all of which are hereby waived by
Borrower, and (y) upon the occurrence of any other Event of Default, in addition
to any other rights, powers and remedies permitted by law or in equity, the
Lender may, at its option, by notice in writing to Borrower, declare the Note
to
be, and the Note shall thereupon be and become, immediately due and payable,
together with interest accrued thereon and all other sums due hereunder, without
presentment, demand, protest or other notice of any kind, all of which are
waived by Borrower.
Upon
the
occurrence of any Event of Default, the holder of the Note may proceed to
protect and enforce its rights by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein or in the Note held by it, for an injunction against a
violation of any of the terms hereof or thereof, or for the pursuit of any
other
remedy which it may have by virtue of this Agreement or pursuant to applicable
law. Borrower shall pay to the holder of the Notes upon demand the reasonable
costs and expenses of collection and of any other actions referred to in this
Article, including without limitation reasonable attorneys’ fees, expenses and
disbursements.
No
course
of dealing and no delay on the part of the holder of the Note in exercising
any
of its rights shall operate as a waiver thereof or otherwise prejudice the
rights of such holders, nor shall any single or partial exercise of any right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. No right, power or remedy
conferred hereby or by the Note on the holder thereof shall be exclusive of
any
other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise.
6.2
Rights with Regard to the Borrower Control Shares.
(a)
If
any one or more of the Events of Default shall occur or shall exist, the Lender
may then or at any time thereafter, so long as such default shall continue,
foreclose the lien or security interest in the Borrower Control Shares in any
way permitted by law, or upon fifteen (15) days prior written notice to the
Borrower and the Stockholders, sell any or all Borrower Control Shares at
private sale at any time or place in one or more sales, at such price or prices
and upon such terms, either for cash
9
or
on
credit, as the Lender, in its sole discretion, may elect, or sell any or all
Borrower Control Shares at public auction, either for cash or on credit, as
the
Lender, in its sole discretion, may elect, and at any such sale, the Lender
may
bid for and become the purchaser of any or all such Borrower Control Shares.
Pending any such action the Lender may liquidate the Borrower Control Shares.
(b)
If
any one or more of the Events of Default shall occur or shall exist, the Lender
may then, or at any time thereafter, so long as such default shall continue,
grant extensions to, or adjust claims of, or make compromises or settlements
with, debtors, guarantors or any other parties with respect to Borrower Control
Shares or any securities, guarantees or insurance applying thereon, without
notice to or the consent of the Borrower or the Stockholders, without affecting
the Borrower’s or the Stockholder’s liability under this Agreement or the Notes.
Each of the Borrower and the Stockholder waives notice of acceptance, of
nonpayment, protest or notice of protest or any of its contract rights and
any
other notices to which the Borrower or the Stockholder may be
entitled.
(c)
If
any one or more of the Events of Default shall occur or shall exist and be
continuing, then in any such event, the Lender shall have such additional rights
and remedies in respect of the Borrower Control Shares or any portion thereof
as
are provided by the Uniform Commercial Code (the “Code”) as in effect in the
State of New York and such other rights and remedies in respect thereof which
it
may have at law or in equity or under this Agreement without demand or notice
and without prior judicial hearing or legal proceedings, which the Borrower
and
the Stockholder expressly waive.
(d)
The
Lender shall apply the Proceeds, as defined in the Code, of any sale or
liquidation of the Borrower Control Shares, first to the payment of the
reasonable costs and expenses incurred by the Lender in connection with such
sale or collection, including without limitation reasonable attorneys’ fees and
legal expenses, second to the payment of the Debt, whether on account of
principal or interest or otherwise as the Lender, in its sole discretion, may
elect, and then to pay the balance, if any, to the Borrower or as otherwise
required by law. If such Proceeds are insufficient to pay the amounts required
by law, the Borrower shall be liable for any deficiency.
6.3.
For
purposes of this Article, the following definitions shall apply:
“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors, or equivalent law of a non-U.S. jurisdiction.
“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under
any
Bankruptcy Law.
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ARTICLE
VII - NOTICES
All
notices, requests and demands shall be given to or made upon the respective
parties hereto in writing, such address as may be designated by it in a written
notice to the other party. All notices, requests, consents and demands hereunder
shall be effective when duly deposited in the mails (by overnight delivery
by a
nationally-recognized overnight courier service or by United States registered
or certified mail, postage prepaid, return receipt requested) with a copy via
facsimile. Unless the parties designate otherwise, notices should be addressed
as follows:
If
to
Borrower or to the Stockholders:
Xxxxxxxx
Uranium Holdings, Inc.
0000
Xxxx
Xxx Xx Xxxxxxx
Xxxxx
X0000
Xxxxxxxxxx,
XX 00000
Attn:
Xxxxxx XxXxxxxx, Chief Executive Officer
Facsimile:
[insert]
with
a
copy to:
[insert
counsel]
If
to
Lender:
Xxxxxxxx
Uranium Corp.
0000
Xxxxxxx Xxx
Xxxxxx
Xxxxx, XX 00000
Attn:
Xxxxx Xxxxxx, President and Chief Executive Officer
Facsimile:
(000) 000-0000
with
a
copy to:
Gottbetter
& Partners, LLP
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxx X. Xxxxxxxxxx, Esq.
Facsimile:
(000) 000-0000
ARTICLE
VIII - CONDITIONS TO THE LOAN
8.1
Conditions
to Borrowing.
The
obligation of the Lender to make the Loan is subject to the satisfaction of
such
of the following conditions as shall not have been expressly waived in writing
by the Lender:
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(a)
each
of the representations and warranties made by the Borrower in or pursuant to
the
Loan Documents shall be true and correct in all material respects on and as
of
the Loan Date;
(b)
immediately before and after the making of the Loan, no Event of Default shall
have occurred and be continuing;
(c)
receipt by the Lender of a certificate of the Chief Executive Officer of the
Borrower that, upon the Loan Date, no Event of Default shall have occurred
and
be continuing and that each of the representations and warranties made by the
Borrower in or pursuant to the Loan Documents are true and correct in all
material respects;
(d)
receipt by the Lender of an opinion of counsel to the Borrower, substantially
in
the form of Exhibit D hereto and covering such additional matters relating
to
the transactions contemplated hereby as the Lender may reasonably request;
and
(e)
receipt by the Lender of all documents it may reasonably request relating to
the
existence of the Borrower, the corporate authority for and the validity and
enforceability of the Loan Documents, and any other matters relevant hereto,
all
in form and substance reasonably satisfactory to the Lender.
ARTICLE
IX - MISCELLANEOUS
9.1.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without regard to conflicts of laws principles thereof.
9.2.
Amendment.
This
Agreement may be amended, modified or terminated only by an instrument in
writing signed by all parties.
9.3.
No
Assignment.
Neither
this Agreement nor any right or obligation provided for herein may be assigned
by any party without the prior written consent of the other
parties.
9.4.
Successors.
The
terms and provisions of this Agreement shall be binding upon and inure to the
benefit of, and be enforceable by, the respective successors and assigns of
the
parties hereto.
9.5.
Counterparts.
The
Agreement may be executed in any number of counterparts, with the same effect
as
if all parties had signed the same document. All such counterparts shall be
deemed an original, shall be construed together and shall constitute one and
the
same instrument. This Agreement may be executed by facsimile
signature.
12
9.6.
Construction.
The
language used in this Agreement shall be deemed to be the language chosen by
the
parties to express their mutual intent, and no rule of strict construction
shall
be applied against any party.
9.7.
Headings.
The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.
9.8.
Severability.
Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability
of
the remaining terms and provisions hereof or the validity or enforceability
of
the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the
parties agree that the court making the determination of invalidity or
unenforceability shall have the power to limit the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term
or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so
modified.
13
IN
WITNESS WHEREOF, the parties hereto have caused this Bridge Loan and Control
Share Pledge and Security Agreement to be duly executed as of the day and year
first above written.
|
LENDER:
ARBUTUS
RESOURCES, INC.
By:
/s/ Xxxxx Xxxxxx
Name: Xxxxx
Xxxxxx
Title: Chief
Executive Officer
STOCKHOLDER:
XXXXXX
XXXXXXXX
/s/
Xxxxxx XxXxxxxx
|
BORROWER:
XXXXXXXX
URANIUM HOLDINGS, INC.
By:
/s/ Xxxxxx XxXxxxxx
Name: Xxxxxx
XxXxxxxx
Title: Chief
Executive Officer
|
14
EXHIBIT
A
[Term
Sheet]
15
EXHIBIT
B
Promissory
Note
16
EXHIBIT
C
[Use
of
Proceeds of Bridge Financing]
17
EXHIBIT
D
Form
of
Opinion
18
