ESCROW AGREEMENT THIS AGREEMENT made as of the 29th day of July 2008 (the “Effective Date”).
EXHIBIT
4.17
THIS AGREEMENT made as of the
29th day of July 2008 (the “Effective Date”).
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A
M O N G:
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UNIVERSAL
URANIUM LTD.
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(“UUL”)
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OF
THE FIRST PART
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-
and -
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COMPUTERSHARE
INVESTOR SERVICES INC.
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(the
“Escrow
Agent”)
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OF
THE SECOND PART
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-
and -
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CROSSHAIR
EXPLORATION & MINING CORP.
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(“Crosshair”)
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OF
THE THIRD PART
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WHEREAS UUL and Crosshair have
entered into a purchase and sale agreement dated the date hereof (the “Purchase
Agreement”);
AND WHEREAS pursuant to the
terms of the Purchase Agreement, Crosshair has agreed to issue 10,000,000 common
shares (the “Crosshair
Shares”) and 7,500,000 common share purchase warrants (the “Crosshair Warrants”) (the
Crosshair Shares and Crosshair Warrants are, together, the “Subject Securities”) to
UUL;
AND WHEREAS it is a condition
of the closing of the transactions contemplated in the Purchase Agreement that
UUL and Crosshair execute this Agreement with respect to the Subject
Securities;
AND WHEREAS the Escrow Agent
has agreed to undertake and perform its duties according to the terms and
conditions hereof.
NOW THEREFORE this Agreement
witnesseth that in consideration of the aforesaid agreements, and of the sum of
one dollar ($1.00) now paid by the parties hereto, each to the
other
50620900.1
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(the
receipt and sufficiency of which sum the parties do hereby respectively
acknowledge each to the other), UUL covenants and agrees with Crosshair and with
the Escrow Agent, and Crosshair and the Escrow Agent jointly and severally
covenant and agree with each other and with UUL, as follows:
1. UUL
hereby places and deposits in escrow with the Escrow Agent the Subject
Securities which are represented by the certificates referred to in Exhibit “A”
hereto and hereby undertakes and agrees to immediately deliver or cause to be
delivered to the Escrow Agent any share certificates or other evidence of these
Subject Securities which it has or may later receive. If UUL receives any other
securities (“Additional Subject
Securities”):
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(a)
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as
a dividend or other distribution on the Subject
Securities;
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(b)
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on
the exercise of a right of purchase, conversion or exchange attaching to
the Subject Securities;
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(c)
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on
a subdivision or compulsory or automatic conversion or exchange of the
Subject Securities; or
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(d)
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from
a successor issuer in a business
combination;
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UUL will
deliver or cause to be delivered to the Escrow Agent any share certificates or
other evidence of Additional Subject Securities. For greater certainty, where
this Agreement refers to Subject Securities, it includes the Additional Subject
Securities.
2. During
the period in which the Subject Securities are held in escrow pursuant to the
terms hereof, the certificates representing the Subject Securities (including
any replacement securities or certificates) shall remain registered in the name
of UUL or any successor to UUL.
3. The
parties hereby agree that the Subject Securities and the beneficial ownership of
or any interest in them and the certificates representing them (including any
replacement securities or certificates) shall not be sold, assigned,
hypothecated, alienated, redeemed or retracted, released from escrow,
transferred within escrow, or otherwise dealt with in any manner, except in
accordance with the Release Schedule contained in paragraph 4 and according to a
Written Direction received by the Escrow Agent pursuant to paragraph
5.
4. The
parties hereby agree that the Subject Securities shall be released to UUL by the
Escrow Agent in accordance with the following schedule (the “Release
Schedule”):
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Release Dates
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Total
Number of
Crosshair
Shares to
be
Released
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Total
Number of
Crosshair
Warrants
to
be Released
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3
months following the Effective Date
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1,428,000
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1,071,000
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6
months following the Effective Date
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1,428,000
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1,071,000
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9
months following the Effective Date
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1,428,000
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1,071,000
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12
months following the Effective Date
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1,429,000
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1,071,000
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50620900.1
2
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Release Dates
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Total
Number of
Crosshair
Shares to
be
Released
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Total
Number of
Crosshair
Warrants
to
be Released
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15
months following the Effective Date
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1,429,000
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1,071,000
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18
months following the Effective Date
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1,429,000
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1,071,000
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24
months following the Effective Date
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1,429,000
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1,074,000
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TOTAL
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10,000,000
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7,500,000
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5. Notwithstanding
paragraph 2 and the Release Schedule contained in paragraph 4, the total number
of Subject Securities then subject to the escrow (the “Remaining Subject Securities”)
shall be released upon receipt by the Escrow Agent of a joint written direction
(a “Written Direction”)
signed by an authorized officer of Crosshair and an authorized officer of UUL
confirming that UUL has entered into a distribution arrangement with i-ts
shareholders with respect to the Remaining Subject Securities and irrevocably
authorizing the Escrow Agent to release the Remaining Subject Securities in
accordance with the terms of the Written Direction.
6. The
Escrow Agent will send to each security holder any share certificates or other
evidence of that security holder’s Subject Securities in the possession of the
Escrow Agent released from escrow as soon as reasonably practicable after the
release.
7. The
Escrow Agent will not be responsible or liable in any manner whatsoever for the
sufficiency, correctness, genuineness or validity of any Subject Security
deposited with it.
8. The
Escrow Agent is authorized to cancel any share certificate delivered to it and
hold such security holder’s Subject Securities in electronic or uncertificated
form only, pending release of such securities from escrow.
9. The
Escrow Agent will have no responsibility with respect to any Subject Securities
in respect of which no share certificate or other evidence of electronic or
uncertificated form of these securities has been delivered to it or otherwise
received by it.
10. The
Escrow Agent hereby accepts the duties placed on it hereby and the Subject
Securities and any share certificates or other evidence of these securities,
solely as custodian, bailee and agent. No trust is intended to be, or is or will
be created hereby and the Escrow Agent shall owe no duties hereunder as
trustee.
11. UUL
and Crosshair hereby jointly and severally agree to indemnify and hold harmless
the Escrow Agent, its affiliates and their current and former directors,
officers, employees and agents from and against all claims, demands, losses,
penalties, costs, expenses, fees and liabilities, including, without limitation,
legal fees and expenses, directly or indirectly arising out of, or in connection
with, or in respect of, this Agreement, except where the same result directly
and principally from gross negligence, willful misconduct or bad faith on the
part of the Escrow Agent. This indemnity survives the release of the Subject
Securities, the resignation or termination of the Escrow Agent and the
termination of this Agreement.
50620900.1
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12. The
Escrow Agent may consult or retain such legal counsel and advisors as it may
reasonably require for the purpose of discharging its duties or determining its
rights under this Agreement and may rely and act upon the advice of such counsel
or advisor. The Escrow Agent will give written notice to the parties as soon as
practicable that it has retained legal counsel or other advisors.
13. In
the event of any disagreement arising under the terms of this Agreement, the
Escrow Agent will be entitled, at its option, to refuse to comply with any and
all demands whatsoever until the dispute is settled either by a written
agreement among the parties or by a court of competent
jurisdiction.
14. If
the Escrow Agent should wish to resign, it shall give written notice to
Crosshair. Should Crosshair wish to terminate the Escrow Agent, it will give
written notice to the Escrow Agent. If the Escrow Agent resigns or is
terminated, Crosshair will be responsible for ensuring that the Escrow Agent is
replaced not later than the resignation or termination date by another escrow
agent that is acceptable to securities regulators having jurisdiction in the
matter and that has accepted such appointment, which appointment will be binding
on Crosshair and UUL. The resignation or termination of the Escrow Agent will be
effective, and the Escrow Agent will cease to be bound by this Agreement, on the
date that is 30 days after the date of receipt of the notices referred to above
by the Escrow Agent or Crosshair, as applicable, or such other
date which the Escrow Agent and Crosshair may agree upon, provided
that the resignation or termination date shall not be less than 10 business days
before a release date.
15.
If Crosshair has not appointed a successor escrow agent within 30 days of the
resignation or termination date, the Escrow Agent will apply, at Crosshair’s
expense, to a court of competent jurisdiction for the appointment of a successor
escrow agent and the duties and responsibilities of the Escrow Agent will cease
immediately upon such appointment. The new escrow agent shall assume and be
bound by the obligations of the Escrow Agent hereunder.
16. The
Escrow Agent shall not be liable for having acted in good faith upon any written
direction, notice, request, waiver, consent, receipt or other paper or documents
furnished in writing to the Escrow Agent by UUL or Crosshair or any other
person, firm or corporation that shall be legally entitled to deal with or
become the registered owner of the Subject Securities and purportedly signed by
UUL or Crosshair or such other person, firm or corporation, as shall
respectively be the case.
17. The
Escrow Agent will not be liable to any of the parties hereunder for any action
taken or omitted to be taken by it under or in connection with this Agreement,
except for losses directly, principally and immediately caused by its bad faith,
willful misconduct or gross negligence. Under no circumstances will the Escrow
Agent be liable for any special, indirect, incidental, consequential, exemplary,
aggravated or punitive losses or damages hereunder, including any loss of
profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or
any other provision of this Agreement, in no event will the collective liability
of the Escrow Agent under or in connection with this Agreement to any one or
more parties, except for losses directly caused by its bad faith, willful
misconduct or gross negligence, exceed the amount of its annual fees under this
Agreement or the amount of three thousand dollars ($3,000.00), whichever amount
shall be greater.
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18. The parties will pay the
Escrow Agent reasonable remuneration for its services under this Agreement,
which fees are subject to revision from time to time on 30 days' written
notice. The parties
will reimburse the Escrow Agent for its expenses and disbursements. Any
amount due under this section and unpaid 30 days after request for such payment,
will bear interest from the expiration of such period at a rate per annum equal
to the then current rate charged by the Escrow Agent, payable on
demand.
19. The
Escrow Agent shall have no duties except those which are expressly herein set
forth and shall not be bound by any notice, claim or demand with respect thereto
or waiver, modification, amendment, termination or rescission of this Agreement
unless received and agreed upon in writing by the Escrow Agent.
20. Any
notice, direction or other instrument required or permitted to be given under
this Agreement will be in writing and may be given by the delivery of the same
or by mailing the same by prepaid registered or certified mail or by sending the
same by telegram, telex, telecommunication, facsimile or other similar form of
communication, in each case addressed as follows:
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(a)
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If
to UUL at:
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Xxxxx
000-000 Xxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx,
X0X
0X0
Attention:
Xxx Atlas
Facsimile
No.: 000-000-0000
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(b)
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If
to Crosshair at:
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Suite
0000 - 0000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx,
XX
X0X
0X0
Attention: Xxxx
X. Xxxxxxxx
Facsimile
No.: 000 000-0000
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(c)
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If
the Escrow Agent at:
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3rd Floor-
000 Xxxxxxx Xxxxxx,
Xxxxxxxxx,
XX
X0X
0X0
Attention: General
Manager, Client Services
Facsimile
No.: 000 000-0000
21. Wherever
the singular is used throughout this Agreement, the same shall be construed as
being the plural where the context so requires.
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22. This
Agreement shall enure to the benefit of and be binding upon the Parties hereto
and each of their respective successors and assigns.
23. This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the laws of Canada applicable
therein.
24. This
Agreement may be executed in several counterparts in the same form and such
counterparts as so executed shall together form one original agreement, and such
counterparts, if more than one, shall be read together and construed as if all
the signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF the parties
hereto have executed this agreement as of the day and year first above
written.
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UNIVERSAL
URANIUM LTD.
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By:
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“William
Galine”
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Name:
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William
Galine
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Title:
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Executive
Vice-President
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COMPUTERSHARE
INVESTOR SERVICES INC.
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By:
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“Xxxxxx
Xxxxxxxxxx”
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Authorized
Signatory
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By:
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“Xxxxxx
Xxx”
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Authorized
Signatory
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CROSSHAIR
MINING & EXPLORATION CORP.
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By:
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“Xxxx
Xxxxxxxx”
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Name:
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Xxxx
Xxxxxxxx
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Title:
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Chief
Executive
Offier
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50620900.1
6
EXHIBIT
“A”
DESCRIPTION
OF SUBJECT SECURITIES
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Crosshair
Shares
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Number
of
Crosshair
Shares
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Certificate
Number
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10,000,000
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196
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Crosshair
Warrants
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Number
of
Crosshair Warrants
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Certificate
Number
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1,071,000
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1
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1,071,000
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2
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1,071,000
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3
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1,071,000
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4
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1,071,000
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5
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1,071,000
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6
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1,074,000
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7
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50620900.1
A-1
