SIDE LETTER
SIDE
LETTER
July
August 1, 2008
This
is a
side letter to the agreements to be entered into between Thorium Power, Ltd.
(“Thorium Power”) and the Abu Dhabi Executive Affairs Authority (EAA) which are
intended to become agreements between Thorium Power and the Federal Authority
for Nuclear Regulation, an entity of the United Arab Emirates (“FANR”) and
Thorium Power and the Emirates Nuclear Energy Corporation, an entity of the
Emirate of Abu Dhabi (“ENEC”), upon the formation of FANR and ENEC as described
below, ENEC
and
FANR are entities that have not yet been formed. It is expected that ENEC and
FANR will be formed in the near future.
Thorium
Power and FANR are to enter into a Consulting and Strategic Advisory Agreement
(“FANR Agreement”) to provide services to FANR, which are described in more
detail in the FANR Agreement and attachments thereto.
Thorium
Power and ENEC are to enter into a Consulting and Strategic Advisory Agreement
(“ENEC Agreement”) to provide services to ENEC, which are described in more
detail in the ENEC Agreement and attachments thereto.
This
letter confirms the agreement between Thorium Power and the EAA to sign the
FANR
and ENEC Agreements, as negotiated as of the date of this letter, subject to
the
following provisions of this side letter without change on the basis that until
the formation of FANR and ENEC respectively each of those agreement shall
operate as an agreement between Thorium Power and EAA so that Thorium Power
shall provide the services to be provided under those agreements to EAA in
place
of FANR and ENEC. Upon the formation of FANR the FANR Agreement shall become
an
agreement between Thorium Power and FANR and upon the formation of ENEC the
ENEC
Agreement shall be become an agreement between Thorium Power and ENEC.
At
the
time that the FANR Agreement becomes an agreement between Thorium Power and
FANR, the EAA shall cease to have any liability under that agreement and FANR
shall be liable under and shall be entitled to the benefit of that agreement
and
all services provided under that agreement whether before on or after that
date
as if FANR had made the payments made by EAA under that agreement. At the time
that the ENEC Agreement becomes an agreement between Thorium Power and ENEC,
the
EAA shall cease to have any liability under that agreement and ENEC be liable
under and shall be entitled to the benefit of that agreement and all services
provided under that agreement whether before on or after that date as if ENEC
had made the payments made by EAA under that agreement.
In
addition to the language contained in the ENEC and FANR Agreements (and
notwithstanding any whole agreement clause in either of those agreements),
the
parties agree to the following:
· The
ENEC
and FANR Agreements in aggregate call for a $17,408,000 prepayment to Thorium
Power upon the execution of the ENEC and FANR Agreements.
· Upon
the
execution of the ENEC and FANR Agreements, EAA will provide to Thorium Power
via
wire transfer $10,000,000 -which shall consist of- $5,000,000 in respect of
the
ENEC Agreement and $5,000,000 in respect of the FANR Agreememnt.
· The
remaining balance of $7,408,000 will not be due to Thorium Power until and
shall
paid as to $3,704,000 by ENEC and $3,704,000 by FANR respectively upon their
formation, which will occur as soon as the formation processes that are underway
in the United Arab Emirates and Abu Dhabi governments are complete.
Agreed
and Accepted by:
|
EMIRATES
NUCLEAR ENERGY CORPORATION
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By:
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/s/ ▇▇▇▇ ▇▇▇▇ |
By:
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/s/ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ | |
|
Name:
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▇▇▇▇ ▇▇▇▇ |
Name:
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▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ | |
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Title:
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President and CEO |
Title:
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Chairman, Executive Affairs Authority | |