Common use of Acquisition Consideration Clause in Contracts

Acquisition Consideration. Each of the Selling Stockholders hereby agrees to assign, sell and transfer all of their respective Purchased Shares in exchange for the following consideration in the following manner: (a) to the Pacific Road Funds (or any other Pacific Road Entity following completion of the PR Pre-Closing Reorganization): (i) the issuance of an aggregate of 14,000,000 restricted common shares of UEC’s Common Stock (collectively the “Acquisition Shares”), which the Parties acknowledge and agree shall be valued at a deemed issuance price of US$1.406 per Acquisition Share (the “Deemed Issuance Price per Acquisition Share”), and which Acquisition Shares shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; (ii) the issuance of warrants (collectively, the “Acquisition Warrants”) to purchase an aggregate of 11,000,000 shares of UEC’s Common Stock (collectively, the “Warrant Shares”, and together with the Acquisition Shares, collectively, the “UEC Shares”), in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for a period of five years from the Closing Date (the “Warrant Exercise Period”). The Acquisition Warrants shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and (iii) at the election of the Pacific Road Funds, either: (A) grant to the Pacific Road Funds a net profits interest royalty that, in the aggregate as to all of the Pacific Road Funds, equals 0.50% of the net profits on the Reno Creek Project (the “NPI Royalties”), as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC to the Pacific Road Funds under the NPI Royalties, in the aggregate, capped at US$2,500,000, at all times; or (B) pay to the Pacific Road Funds an aggregate of US$100,000 at the Closing Date by wire transfer of immediately available funds to an account of the Pacific Road Funds (which account details must be provided to UEC at least three business days prior to the Closing Date). For certainty, the Pacific Road Funds confirm their election to take the NPI Royalties to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and (b) to BHI: (i) the issuance of an aggregate of 392,927 Acquisition Shares, which the Parties acknowledge and agree shall be valued at the Deemed Issuance Price per Acquisition Share, and which Acquisition Shares shall be issued in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; (ii) the issuance of Acquisition Warrants to purchase an aggregate of 308,728 Warrant Shares, in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for the Warrant Exercise Period. The Acquisition Warrants shall be issued to BHI in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; and (iii) at BHI’s election (delivered to UEC in writing prior to the Closing Date), either: (A) grant to BHI a net profits interest royalty that equals 0.01403% of the net profits on the Reno Creek Project (the “BHI NPI Royalty”), as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC under the BHI NPI Royalty, in the aggregate, capped at US$70,165.50, at all times; or (B) pay to BHI an aggregate of US$2,807 at the Closing Date by wire transfer of immediately available funds to an account of BHI (which account details must be provided to UEC at least three business days prior to the Closing Date), (and each of the Acquisition Shares, the Acquisition Warrants and the NPI Royalty being, collectively, the “Acquisition Consideration” herein).

Acquisition Consideration. Each of the Selling Stockholders hereby agrees to assign, sell and transfer all of their respective Purchased Shares in exchange for the following consideration in the following manner: (a) (i) At the Closing, the Company shall receive (A) the Base Cash Consideration and (B) 2,582,911 shares of Buyer Common Stock that equals the Base Buyer Share Value divided by the Average Closing Price (rounded up to the Pacific Road Funds nearest whole share) as of the date hereof. The parties acknowledge that, following the Closing and subject to compliance with applicable securities Laws, the Company intends to distribute the Buyer Common Stock to certain designees, including but not limited to, the holders of the Company Stock (the “Company Stockholders”) and the Entitled Optionees as set forth herein. Seller shall be responsible for and shall bear all costs associated with any subsequent distribution of Buyer Common Stock to any Company Stockholder or Entitled Optionee. (ii) At the Closing, Buyer shall retain the Holdback Consideration (the “Holdback”). Subject to satisfaction of the terms and conditions set forth in Section 2.04 and the Holdback Release Agreement, promptly following the end of thirty-six (36) months after the Closing Date, Buyer shall provide the Holdback Consideration to the Company. The Holdback Consideration is payable in cash or, at Buyer’s election, 1,291,456 shares of Buyer Common Stock, or any combination thereof, provided that (i) each of the conditions set forth in Section 7.03(g) is fully satisfied as of the proposed date of issuance of such Buyer Common Stock; (ii) such additional shares (A) shall be issued pursuant to an effective registration statement under the Securities Act or a valid exemption from registration pursuant to Section 3(a)(10) of the Securities Act or (B) immediately resalable pursuant to Rule 144 under the Securities Act (or any other Pacific Road Entity following completion successor rule); (iii) such additional shares shall be, when issued, duly authorized, validly issued, fully paid and non-assessable; and (iv) there has not occurred a Change in Control of Buyer. If any of the PR Pre-Closing Reorganization): conditions set forth in this Section 2.01(a)(ii) are not met, then the Holdback Consideration will be paid in cash. The Holdback Consideration shall not accrue interest. Notwithstanding anything else contained herein, if any Buyer Shares are issued as part of the Holdback Consideration, the cash portion of the Holdback Consideration shall be increased or decreased, as the case may be, by an amount equal to the product of (i) the issuance number of an aggregate of 14,000,000 restricted common shares of UEC’s Common Stock (collectively the “Acquisition Shares”), which the Parties acknowledge Buyer Shares so issued and agree shall be valued at a deemed issuance price of US$1.406 per Acquisition Share (the “Deemed Issuance Price per Acquisition Share”), and which Acquisition Shares shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; (ii) the issuance of warrants (collectively, difference between the “Acquisition Warrants”) to purchase an aggregate of 11,000,000 shares of UEC’s Common Stock (collectively, the “Warrant Shares”, and together with the Acquisition Shares, collectively, the “UEC Shares”), in substantially the form attached hereto Average Closing Price calculated as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for a period of five years from the Closing Date (the “Warrant Exercise Period”). The Acquisition Warrants shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior date hereof and the Average Closing Price as of the date of delivery of the shares to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and (iii) at the election of the Pacific Road Funds, either: (A) grant to the Pacific Road Funds a net profits interest royalty that, in the aggregate as to all of the Pacific Road Funds, equals 0.50% of the net profits on the Reno Creek Project (the “NPI Royalties”), as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC to the Pacific Road Funds under the NPI Royalties, in the aggregate, capped at US$2,500,000, at all times; or (B) pay to the Pacific Road Funds an aggregate of US$100,000 at the Closing Date by wire transfer of immediately available funds to an account of the Pacific Road Funds (which account details must be provided to UEC at least three business days prior to the Closing Date). For certainty, the Pacific Road Funds confirm their election to take the NPI Royalties to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; andCompany. (b) to BHI: (i) the issuance of an aggregate of 392,927 Acquisition Shares, which the Parties acknowledge and agree shall be valued at the Deemed Issuance Price per Acquisition Share, and which Acquisition Shares shall be issued As used in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; (ii) the issuance of Acquisition Warrants to purchase an aggregate of 308,728 Warrant Shares, in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for the Warrant Exercise Period. The Acquisition Warrants shall be issued to BHI in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; and (iii) at BHI’s election (delivered to UEC in writing prior to the Closing Date), either: (A) grant to BHI a net profits interest royalty that equals 0.01403% of the net profits on the Reno Creek Project (the “BHI NPI Royalty”), as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC under the BHI NPI Royalty, in the aggregate, capped at US$70,165.50, at all times; or (B) pay to BHI an aggregate of US$2,807 at the Closing Date by wire transfer of immediately available funds to an account of BHI (which account details must be provided to UEC at least three business days prior to the Closing Date), (and each of the Acquisition Sharesthis Agreement, the Acquisition Warrants and following terms have the NPI Royalty being, collectively, the “Acquisition Consideration” herein).following meanings: