Common use of The Closing Clause in Contracts

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at remotely by the offices exchange of D▇documents and signatures (whether original, fax or PDF) and other Closing deliverables no later than the second (2nd) Business Day on which the conditions to the Closing set forth herein are satisfied or waived, or such other date as is mutually agreed to by the Seller and B▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place ). The transfer of the Acquired Assets by Seller to Buyer and the assumption of Assumed Liabilities by Buyer shall be deemed to occur as of 11:59 p.m., New York time on such other date as may June 30, 2026. The transfer of the Acquired Assets shall be mutually agreed effected by the Buyers execution and delivery by Seller of bills of sale and instruments of assignment, and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as assumption of the close Assumed Liabilities shall be effected by the execution and delivery by B▇▇▇▇ of business on the Closing Dateinstruments of assumption, as set forth below. (b) Subject At the Closing, Seller shall deliver (or shall cause to the conditions set forth in this Agreement, on the Closing Datebe delivered) to Buyer: (i) An Assignment and Assumption Agreement, substantially in the Sellers will deliver to form attached hereto as Exhibit A (the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied“Assignment and Assumption Agreement”), executed by Seller; (Bii) an updated version of An Intellectual Property Assignment Agreement in recordable form, substantially in the Disclosure Schedule form attached hereto as Exhibit B (the “Closing UpdateIP Assignment Agreement”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Dateexecuted by Seller; (Ciii) for each A Bill of Sale, substantially in the form attached hereto as Exhibit C (the “Bill of Sale”), executed by Seller; (iv) A Non-Competition and Non-Solicitation Agreement, executed by certain key employees, contractors officers and sellers, substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreements”); (v) An Employment Agreement, executed by certain key employees, substantially in the form attached hereto as Exhibit E (the “Key Employment Agreement”); (vi) An Employment Agreement, executed by certain key employees, substantially in the form attached hereto as Exhibit F (the “Essential Employment Agreement” and with the Key Employment Agreement, the “Employment Agreements”); (vii) A Contractor Agreement, executed by certain key contractors, substantially in the form attached hereto as Exhibit G (the “Contractor Agreement”); (viii) A Shared Services Agreement, executed by Seller, substantially in the text form attached hereto as Exhibit H (the “Shared Services Agreement”), executed by Seller; (ix) A Registration Rights Agreement (the “Registration Rights Agreement”), substantially in the form attached hereto as Exhibit L, executed by the Seller; (x) The Earnout Agreement, substantially in the form attached hereto as Exhibit M, executed by the Seller; (xi) The Leak-Out Agreement, substantially in the form attached hereto as Exhibit N, executed by the Seller; (xii) A Conditions Precedent Agreement (the “Conditions Precedent Agreement”), outlining any and all outstanding conditions which must be satisfied in order to close and effectuate this Asset Purchase Agreement, substantially in the form attached hereto as Exhibit P, executed by Seller; (xiii) Copies of all consents listed on Schedule 2.3; (xiv) A certificate of the Secretary of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this AgreementAgreement and the Seller Ancillary Agreements to which it is a party, certified by an appropriate officer of and the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (xv) A certificate signed by an authorized executive officer of Seller certifying (i) the representations and warranties of Seller contained in this Agreement (disregarding any exception or qualification of such representations and warranties that are qualified by the terms “material”, “in all material respects”, “Material Adverse Effect”, or similar words or phrases) shall be true and correct as of the date of this Agreement and as of the Closing as if made as of the Closing (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date), in all certificatesmaterial respects; (ii) since the date of this Agreement, opinionsthere shall have been no Material Adverse Effect with respect to the Acquired Assets or Business that has occurred and is continuing; (xvi) Any and all payoff letters and releases necessary to evidence that Seller has paid in full any outstanding indebtedness affecting the Acquired Assets, instruments executed by all applicable parties; and (xvii) The Seller shall use its best efforts to obtain tax clearance certificate as is customarily issued by the taxing authorities of the State of Nevada has been ordered (regarding the payment by Seller of franchise, withholding, income and other documents required sales taxes, as applicable). (c) At the Closing, Buyer shall deliver (or cause to effect be delivered) to Seller, the transactions contemplated following documents: (i) The Assignment and Assumption Agreement, executed by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.B▇▇▇▇; (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USEThe IP Assignment Agreement, acting as agent for the Sellersexecuted by B▇▇▇▇; (iii) The Bill of Sale, executed by B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose▇▇▇▇; (Civ) for Cash Payment of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00); (v) The Non-Competition and Non-Solicitation Agreements, each Buyer Partyexecuted by B▇▇▇▇ and Seller; (vi) The Employment Agreements, the text each executed by B▇▇▇▇; (vii) The Contractor Agreement, each executed by B▇▇▇▇; (viii) The Shared Services Agreement, executed by B▇▇▇▇; (ix) The Secured Promissory Note, executed by B▇▇▇▇; (x) The Security Agreement, executed by B▇▇▇▇; (xi) The Warrant Agreement to purchase Common Stock, executed by B▇▇▇▇; (xii) The Registration Rights Agreement, executed by B▇▇▇▇; (xiii) The Earnout Agreement, executed by B▇▇▇▇; (xiv) The Leak-Out Agreement, executed by B▇▇▇▇; (xv) The Conditions Precedent Agreement, executed by B▇▇▇▇; (xvi) A certificate of the Secretary of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this AgreementAgreement and the Buyer Ancillary Agreements to which it is a party, certified by an appropriate officer of Buyer Party; (D) and the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (xvii) A certificate signed by an authorized executive officer of Buyer certifying the representations and warranties of Buyer contained in this Agreement (disregarding any exception or qualification of such representations and warranties that are qualified by the terms “material”, “in all material respects”, “Material Adverse Effect”, or similar words or phrases) shall be true and correct as of the date of this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at as of the Closing will as if made as of the Closing (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be deemed to have been delivered simultaneouslytrue and correct as of such date), and no items will be deemed delivered or waived until in all have been deliveredmaterial respects. (d) Notwithstanding any investigation made by or on behalf The obligations of any Buyer under this Agreement and the Buyer Ancillary Agreements shall be subject to the approval of the parties to Board of Directors of Buyer of this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party inAgreement, the Closing, Buyer Ancillary Agreements and the representations, warranties transactions contemplated hereby and agreements in this Agreement will survive thereby. In the Closing. (e) The Confidentiality Agreement will terminate effective as of event such approval has not been obtained on or prior to the Closing Date. (f) , Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of terminate this Agreement or the transactions contemplated by this Agreementupon written notice to Seller without liability, except for obligations that expressly survive termination.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (bi) Subject to the terms and conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver Company shall issue and sell to the Buyers: (A) a certificate Purchaser and the Purchaser shall purchase from the Company the Debentures for an aggregate purchase price of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version $3,000,000. The closing of the Disclosure Schedule purchase and sale of the Debentures (the “Closing Update”), prepared as though this Agreement has been dated as "Closing") shall take place at the offices of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & Wolosky LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ("OGFR&W"), immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to the Purchaser: (1) Debentures registered in the forms approved name of the Purchaser in the aggregate principal amount indicated below the Purchaser's name on the signature page to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty this Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q2) a FIRPTA certificate Common Stock purchase warrant, in the form of Exhibit GD, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USEthe Purchaser, acting as pursuant to which the Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of OGFR&W, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchaser, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent for (the Sellers; "Transfer Agent Instructions"), and (B) payment of the UPC-Related Payment, Purchaser will deliver to the Reimbursable Expenses and Company: (1) the Property Acquisition Expenses purchase price indicated below the Purchaser's name on the signature page to USE, acting as agent for the Sellers, this Agreement in United States dollars in immediately available funds by check or wire transfer to the an account designated in writing by the USE Company for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d2) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this an executed Registration Rights Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇LLP in Indianapolis, in Indiana commencing at 9:00 a.m. local time on the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2Closing Date. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.: (ei) The Confidentiality Agreement will terminate effective as of the Closing Date.Seller shall deliver to the Buyer the various certificates, instruments, and documents referred to in Section 5.1; (fii) the Buyer shall deliver to the Seller the various certificates, instruments, and documents referred to in Section 5.2; (iii) the Seller shall each be responsible for their own salesexecute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A, useand such other instruments of conveyance (such as assigned certificates or documents of title) as the Buyer may reasonably request in order to effect the sale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit B and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Seller, payable by wire transfer or other delivery of immediately available funds to an account designated by the Seller at least two days prior to the Closing Date, the Closing Payment Amount; (vi) the Seller shall deliver to the Buyer, or otherwise on account put the Buyer in possession and control of, all of this Agreement or the Acquired Assets of a tangible nature; (vii) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions contemplated by this Agreement.referred to above; and (viii) the Buyer and the Seller shall execute and deliver to each other a license agreement in substantially the form attached hereto as Exhibit C.

The Closing. (a) The Unless the Buyer and the Seller otherwise agree in writing, the closing of the transactions contemplated by this Agreement (the “Closing”) will take place be held as soon as practicable, but no later than the second business day after the satisfaction or waiver of the conditions set forth in Articles 5 and 6 other than the conditions that will be satisfied by delivery of documents at the Closing (the “Closing Date”). The Closing will be held at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at DenverLLP, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J. ▇▇▇▇▇▇▇ ▇▇▇Street, Eighth Floor, Chicago, Illinois at 10:00 a.m. or at such other place as the Buyer and the Seller may mutually agree. Subject to the terms and conditions of this Agreement, at the Closing the following transactions will take place: (a) The Seller will deliver to the Buyer an instrument of assignment transferring all Membership Interests (which are uncertificated) representing all of the Membership Interests, together with separate powers duly executed in blank. (b) The Buyer will pay the Initial Purchase Price by wire transfer of immediately available funds as follows: (i) $5,000,000.00 (the “Escrow Funds”) to an account maintained pursuant to an agreement in the form set forth as Exhibit A (the “Escrow Agreement”) with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Fargo Bank, in National Association (the forms approved “Escrow Agent”) to Buyers;satisfy any indemnification claims made pursuant to Article 8, and (ii) the balance to an account or accounts designated by the Seller on behalf of the Seller, the Company and/or the Lenders. (Mc) appropriate instruments Seller will pay all of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed Transaction Expenses incurred by the Sellers, including, without limitation, counterpart forms of transfer Seller and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken Company in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required that have not been paid prior to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Closing or otherwise accrued as a component of Closing Net Working Capital; (iid) The Buyer will, or will cause the Buyers Company to, pay in full all Indebtedness of the Company as of immediately prior to the Closing pursuant to the payoff letters delivered pursuant to Section 5.6; and (e) Each party will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for other such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions as are contemplated by this Agreement will hereby or as may reasonably be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered requested by the parties at the Closing will be deemed other party to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection evidence compliance with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreementterms hereof.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at DenverMonterey, Colorado Mexico, commencing at 9:00 a.m. local time on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or . All transactions at such other the Closing shall be deemed to take place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be simultaneously effective as of the close of business on the Closing DateEffective Time), and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 5.2; (ii) the Buyers will Buyer shall deliver to the Sellers: (A) Sellers the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 5.3; (Biii) payment the Sellers shall execute and deliver to the Buyer the corresponding invoices in substantially the form attached hereto as Exhibits A-1 and A-2 and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership/lessorship of the UPC-Related PaymentAcquired Assets; (iv) Buyer shall execute and deliver to Sellers an instrument of assumption in substantially the form attached hereto as Exhibit B, and such other instruments as the Reimbursable Expenses and Sellers may reasonably request in order to effect the Property Acquisition Expenses to USE, acting as agent for assumption by the SellersBuyer of the Assumed Liabilities; (v) the Buyer shall pay, by check or wire transfer or other delivery of immediately available funds to the an account designated by Sellers, the USE for such purposeInitial Purchase Price as set forth in Section 1.3(b); (Cvi) for each Sellers shall deliver to the Buyer, or otherwise put the Buyer Partyin possession and control of, the text all of the resolutions adopted by Acquired Assets of a tangible nature; * Information omitted pursuant to a request for confidential treatment and filed separately with the board of directors of Buyer Party authorizing the execution, delivery Securities and performance of this Agreement, certified by an appropriate officer of Buyer Party;Exchange Commission. (Dvii) the Royalty Buyer and the Sellers shall execute and deliver a modification to that certain contract by and between the parties or their affiliates pursuant to which Sellers sells and Buyer purchases certain products manufactured by Sellers (the “Manufacturing Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers”); and (Fviii) if not contained in the Assignment Buyer and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of Sellers shall execute and deliver cross-receipts evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of DFrost Brown Todd LLC in Louisvill▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ y ▇▇▇▇▇▇▇▇mmencing at 9:00 a.m. local time on the Closing Date, in or at such other place as the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2parties may mutually agree. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.: (ei) The Confidentiality Agreement will terminate effective as of the Closing Date.Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (fii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Buyer shall execute and deliver to the Seller the Secured Promissory Note in substantially the form attached hereto as Exhibit A; (iv) the Buyer and the Seller shall execute and deliver to each be responsible for their own sales, useother the Security Agreement in substantially the form attached hereto as Exhibit B; (v) the Seller shall execute and deliver to the Buyer a bill of sale in substantially th▇ ▇▇rm attached hereto as Exhibit C and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, conveyance and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyer of valid ownership of the Acquired Assets, or otherwise on account ; (vi) the Buyer shall execute and deliver to the Seller an instrument of this Agreement or assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (vii) the Buyer shall deliver to the Seller a stock certificate registered in the name of the Seller representing a number of shares of Buyer Common Stock as is equal to the number of Shares; and (viii) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions contemplated by this Agreementreferred to above.

The Closing. (a) The closing of the transactions contemplated by this Agreement purchase and sale of the Assets (the “Closing”) will shall take place via facsimile or electronic transmission in portable document format with executed originals delivered pursuant to Section 9.2 hereof or at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or such place as soon thereafter as reasonably possible following satisfaction may be mutually agreeable to each of the parties after all closing conditions set forth in Article VIII have been met or such later date as the parties may mutually agree (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers ). The transfer of Assets and the Sellers, in which case Closing Date means assumption of the date so agreed. The Closing will Assumed Liabilities shall be effective as of the close of business 12:01 a.m., Massachusetts time, on the Closing Date. (b) Subject Deliveries of Sellers and the Company at Closing: The Sellers and the Company shall deliver or cause to be delivered to Buyer at the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will deliver Necessary Consents, as identified on Schedule 2.7(a), substantially in the form to be agreed by the parties; (ii) certificates representing the Assets, endorsed for transfer to the Buyers:Buyer; (Aiii) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version legal existence and a tax good standing certificate of the Disclosure Schedule Company dated not earlier than ninety (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five 90) Business Days prior to the Closing Date, issued by the Commonwealth of Massachusetts and certificates of legal existence of the Company dated not earlier than ninety (90) Business Days prior to the Closing Date, issued by those jurisdictions where the Company is qualified to do business as a foreign corporation; (Civ) for each Seller, the text a certificate of an executive officer of the Company certifying as to the resolutions adopted by of the board of directors and shareholders of the Seller (or Company and the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer incumbency of the Sellerofficers of the Company executing this Agreement or any Transaction Document; (Dvi) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, A duly executed by each Seller; (G) special warranty deeds for all of Escrow Agreement and Employment Agreement between the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights Company and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇Seller ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyersform of Exhibit C hereto (the “Employment Agreement”); (Mvii) appropriate instruments Duly executed releases or terminations of transfer for Acquired Assets subject financing statements, or other evidence satisfactory to certificate Buyer that all liens on and security interests in the assets of titlethe Company (the “Assets”), duly executed by each Seller; (N) the Royalty Agreementother than Permitted Liens, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellershave been released and terminated, including, without limitation, counterpart forms those set forth on Schedule 1.5(b)(viii) hereto (collectively, the “Releases of transfer and assignment required by Governmental EntitiesLiens”); (Pviii) duly executed copies A certificate of all agreementsSeller certifying that each of the conditions set forth in Sections 1.6(a) and (b) has been satisfied or waived as of the time of the Closing; (ix) Such other documents, instruments, votes and certificates as the Buyer may reasonably request to carry out and other documents necessary or appropriate to release any effectuate the purposes and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form terms of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of this Agreement and the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellershereby; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement the Transaction Documents (the “Closing”) will shall take place (i) at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ Procter LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or electronically, at 12:01 a.m. (local time), on July 28, 2015, or at such other place or on such other date as is mutually acceptable to Buyer, the Company and the Seller Stockholder. The date of the Closing is herein referred to as the “Closing Date.” All transactions shall be deemed to occur at 12:01 a.m. on the Closing Date, and the Closing shall be effective as of 12:02 a.m. on the Closing Date. (b) Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties, covenants and agreements set forth herein, and in the forms approved to Buyers;following order: (Mi) At the Closing, the initial purchase price (the “Purchase Price”) to be paid by Buyer for the Purchased Assets shall be Eight Million One Hundred Sixty Six Thousand Dollars ($8,166,000) (on a debt-free basis), plus (A) the aggregate amount of any Assumed Liabilities, less (B) the Operating Expense Amount, (C) less the Client Payable Amount less (D) the Holdback Amount (as defined below). Buyer shall be entitled to deduct from the Purchase Price at Closing any amounts payable by the Company and required to be withheld and deducted under the Code or other applicable Tax law. Any amount so deducted shall be remitted by Buyer to the appropriate Governmental Entity. To the extent such amounts are withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the relevant recipient. The Purchase Price shall be paid as provided in Section 1.4(b)(ii). (ii) At the Closing, Buyer shall deliver, in exchange for the Purchased Assets, the Purchase Price to the Company in immediately available funds by wire transfer to an account designated by the Company by notice to Buyer, which notice shall be delivered not later than two (2) Business Days prior to the Closing Date (the “Seller Account”). (c) In addition to the foregoing, as applicable, the Company shall deliver to Buyer or one or more of its designees such deeds, bills of sale, endorsements, Consents (as defined below), assignments and other good and sufficient instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer conveyance and assignment required by Governmental Entities; (P) duly executed copies as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all agreements, instruments, certificates Liens and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, Buyer shall deposit the representationsamount of Eight Hundred and fifty-four thousand dollars ($854,000) (the “Holdback Amount”) in immediately available funds by wire transfer in the Holdback Fund. The Holdback Amount will serve as one source, warranties and agreements in this Agreement will survive but not the Closing. exclusive source, for the satisfaction of any indemnification or other claims of any Buyer Party (eas defined below) The Confidentiality Agreement will terminate effective as of pursuant to Article 6. On the date that is twelve (12) months following the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, usesubject to Section 6.9 hereof, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers remaining Holdback Amount shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect delivered by Buyer to the purchase and sale of Company from the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this AgreementHoldback Fund in accordance with Section 6.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇LLP in Washington, in D.C., commencing at noon Eastern Time on the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2Closing Date. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of At the parties Closing: (i) the Seller shall deliver to this Agreement or the results of any such investigation Buyer the various certificates, instruments and notwithstanding documents referred to in Section 5.1; (ii) the fact ofBuyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Seller shall execute and deliver, or cause to be executed and delivered, to the participation Buyer a ▇▇▇▇ of sale and/or assignment in substantially the form attached hereto as Exhibit C, to the extent required by the Buyer one or more Intellectual Property assignments in substantially the form attached hereto as Exhibit D, to the extent required by the Buyer one or more domain name assignments in substantially the form attached hereto as Exhibit E, and such party in, other instruments of conveyance (such as assignments of Lease as the Closing, Buyer may reasonably request in order to effect the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, usesale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, conveyance and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit F and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Seller, payable by wire transfer or other delivery of immediately available funds to an account designated by the Seller, the Purchase Price, as adjusted pursuant to Sections 2.4 (c) and 2.4(d) on the basis of the Preliminary Balance Sheet, reduced by the Escrow Amount; and (vi) the Seller shall deliver to the Buyer, or otherwise on account put the Buyer in possession and control of, all of this Agreement or the transactions contemplated by this AgreementAcquired Assets of a tangible nature.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP Seller in Germantown, Maryland commencing at Denver, Colorado at 9:00 10:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business local time on the Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will Seller shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 5.1; (ii) the Buyers will Buyer shall deliver to the Sellers: (A) Seller the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 5.2; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit B, one or more intellectual property assignments in substantially the form attached hereto as Exhibit C, and such other instruments of conveyance (such as real estate deeds, assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) payment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the UPC-Related PaymentAcquired Assets; (iv) the Buyer shall pay to the Seller, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, payable by check or wire transfer or other delivery of immediately available funds to the an account designated by the USE for such purposeSeller, the Purchase Price set forth in Section 1.3 and shall execute and deliver to the Seller an assumption agreement in substantially the form attached hereto as Exhibit B; (Cv) for each the Seller shall deliver to the Buyer, or otherwise put the Buyer Partyin possession and control of, the text all of the resolutions adopted by the board Acquired Assets of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Partya tangible nature; (Dvi) the Royalty Agreement, duly Seller shall deliver to the Buyer the executed by Uranium One Utah; Employment Agreements (Exhibit E) and the Assignment and Assumption Agreement, duly executed by BuyersConsulting Agreement (Exhibit D); and (Fvii) if not contained in the Assignment Buyer and Assumption, assumptions of leases or the Seller shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place Closing shall occur at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in Park Avenue Tower, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 2:00 p.m. on the forms approved twelfth Trading Day after the Execution Date, time being of the essence. The Parties agree to Buyers;deliver the following at the Closing: (Ma) appropriate instruments of transfer for Acquired Assets subject This Agreement constitutes “Instructions” by both Fushi and ▇▇▇▇▇ to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by Escrow Agent under the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate 2007 Escrow Agreement to release any and all Encumbrances against deliver the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation stock component of the transactions contemplated by this Agreement Escrow Assets comprised of 100,000 shares of Fushi Common Stock and all certificates, opinions, instruments and other documents required a stock power to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counselFushi. (iib) the Buyers will Fushi shall deliver to ▇▇▇▇▇ 100,000 shares of Fushi Common Stock (the Sellers: (A) the Purchase Price “Initial Shares”). The Shares registered shall be issued in the name of USE“▇▇▇▇▇ Brothers, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselInc.” The shares shall bear customary restrictive legends. (c) All items delivered by The foregoing consideration, along with the parties at Initial Deliveries in paragraph 2, is referred to herein as the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been deliveredInitial Settlement Payment. (d) Notwithstanding any investigation made by or on behalf Fushi shall deliver a notice of any discontinuance of its appeal in the parties Action, without costs to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closingeither party. (e) The Confidentiality Fushi shall deposit a certificate for 2,200,000 shares of Fushi Common Stock in escrow (the “Escrow Shares”) with Continental Stock Transfer as Escrow Agent (the “Escrow Agent”) along with an executed stock power in blank, all to be held pursuant to the Escrow Agreement will terminate effective annexed as of Exhibit A (the Closing Date“Escrow Agreement”). Fushi, ▇▇▇▇▇ and the Escrow Agent shall all execute the Escrow Agreement. (f) Buyer Fushi shall issue to its transfer agent and Seller shall each be responsible for their own salesthe Escrow Agent, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers Irrevocable Transfer Agent Instructions annexed hereto as Exhibit B. (g) At the Closing the Judgment shall be responsible for all recording reduced to seven million ($7,000,000) and then further reduced by (i) the amount of the Escrow Payment; and (ii) the Initial Share Value (as described below). The Judgment shall thereafter be reduced by (i) the amounts received by ▇▇▇▇▇ from sales of the Escrow Shares, or filing fees, notarial fees and other similar costs of Closing their delivery to ▇▇▇▇▇ as Restricted Shares (as defined below) in accordance with respect Section 4(g); (ii) any reduction arising from a change to the purchase and sale of Initial Share Value upon Fushi obtaining timely registration for the Acquired AssetsInitial Shares; and/or (iii) any other payments made to ▇▇▇▇▇ by Fushi. The amount due under the Judgment is referred to here as “Current Judgment Amount.” ▇▇▇▇▇ shall continue to have all rights as a Judgment creditor, or otherwise on account of this Agreement or subject to its forbearance obligations in paragraph 9, until the transactions contemplated by this AgreementJudgment is satisfied.

The Closing. (a) 4.1 The closing of the transactions contemplated by this Agreement Closing (the “Closing”) will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII purchase and sale of the Purchased Assets shall be held on or before August 1, 2003 (the “Closing Date”) or ), at such other a date, place and on such other date as may time to be mutually agreed by the Buyers and parties, unless the Sellers, parties mutually agree in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject writing to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of extend the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted or unless extended by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance other provisions of this Agreement. 4.2 At the Closing, certified by an Seller shall deliver to Purchaser such documents as may be necessary or appropriate officer to carry out the intent of this Agreement and sufficient to sell, convey, transfer, assign and deliver to Purchaser all right, title and interests of Seller in and to the Seller;Purchased Assets, including, but not limited to: (Da) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property A Bill ▇▇ ▇ale in the form of Exhibit BC attached hereto and by this reference made a part hereof, together with the originals of those assets enumerated therein; (b) An Assignment of Miscellaneous Property, duly executed and acknowledged by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed attached hereto and by each Sellerthis reference made a part hereof, providing for the assignment of those assets enumerated in Section 1(a)(ii) through 1(a)(vi) of this Agreement, together with the originals of those assets enumerated therein; (Ic) quitclaims for all An Affidavit of the Water Rights Seller in the form of Exhibit E duly executed attached hereto and by each Sellerthis reference made a part hereof; (Jd) assignments Certificates of Acquired Assets that are intangible rights Good Standing of Seller and property (including Acquired Contracts andStockholder, to together with appropriate corporate resolutions of the extent assignableBoard of Directors of Seller and Stockholder, Governmental Authorizations) in approved by the form Shareholders of Exhibit F, duly executed by each Stockholder and Seller, which assignments shall also contain authorizing the Buyers’ assumption execution of their respective Assumed Liabilities pursuant to Schedule 2.3 (this Agreement and the “Assignment and Assumption Agreement”);subject sale contemplated by it; and (Ke) assignments The originals of agreements, instruments, certificates no less than five (5) leases and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; no more than three (L3) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; sublease (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellersfee simple owner or landlord of each respective property and witnessed and notarized, includingcontaining terms and conditions, without limitationand otherwise in form and substance, counterpart forms of transfer and assignment required by Governmental Entities; (Pacceptable to Purchaser) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate for the lease to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation Purchaser of the transactions contemplated by this Agreement real property at each of the Locations, the terms and conditions of which Leases shall in all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will respects be in form and substance reasonably satisfactory acceptable to Buyers and Buyers’ counsel. Purchaser in its absolute discretion (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Paymentcollectively, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date“Leases”). (f) Buyer and Seller shall each Such other documents as may reasonably be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added requested by Purchaser or other similar Tax that may be imposed by any Governmental Entity its counsel in connection with order to effectuate the provisions of this Agreement. 4.3 At the Closing, and Buyers Purchaser shall deliver to Seller such documents as may be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect reasonably requested by Seller in order to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or consummate the transactions contemplated by this Agreement. 4.4 At the Closing, Purchaser shall deliver to Seller the Purchase Price pursuant and subject to the terms and conditions of this Agreement. 4.5 [Intentionally deleted]. 4.6 At or subsequent to the Closing, the parties shall execute and deliver any other instruments and take any actions, which may be reasonably required for the implementation of this Agreement and the transactions contemplated hereby. The provisions of this Section 4.6 shall survive the closing of the transaction contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP in Waltham, in Massachusetts commencing at 9:00 a.m. local time on the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2Closing Date. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneouslyuntil all other transactions are completed and all other documents and certificates are delivered. At the Closing: the Sellers shall deliver to the Buyers the various certificates, instruments and documents referred to in Section 5.1; the Buyers shall deliver to the Sellers the various certificates, instruments and documents referred to in Section 5.2; Each Seller shall execute and deliver to the Buyers one or more trademark assignments in substantially the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable, and no items will be deemed delivered such other instruments of conveyance (such as real estate deeds, assigned certificates or waived until all have been delivered. (ddocuments of title, assigned negotiable instruments and stock transfer powers) Notwithstanding any investigation made by or on behalf of any of as the parties Buyers may reasonably request in order to this Agreement or effect the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, usesale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, conveyance and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyers of valid ownership of the Acquired Assets; each Buyer shall execute and deliver to the Sellers an instrument of assumption in substantially the form attached hereto as Exhibit D-1 or Exhibit D-2, as applicable, and such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyers of the Assumed Liabilities; the Buyers shall pay to the Sellers, payable by wire transfer or other delivery of immediately available funds to an account designated by the Sellers, the Purchase Price set forth in Section 1.3, less the amount to be deposited in escrow pursuant to Section 1.4, in accordance with the allocation set forth on Schedule 1.3 attached hereto; the Buyers, the Sellers and the Escrow Agent shall execute and deliver the Escrow Agreement and the Buyers shall deposit the Escrow Amount, by wire or other delivery of immediately available funds, with the Escrow Agent in accordance with Section 1.4; the Sellers shall deliver to the Buyers, or otherwise on account put the Buyers in possession and control of, all of this Agreement or the Acquired Assets of a tangible nature; and the Buyers and the Sellers shall execute and deliver to each other a cross-receipt evidencing the transactions contemplated by this Agreementreferred to above.

The Closing. (a) The closing of the transactions contemplated by this Agreement shall occur in two stages (the each, a “Closing”) will ). Each Closing shall take place at the offices of D▇▇▇▇▇ ▇▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver▇, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇▇ and J▇▇▇▇▇▇▇ , ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇ or such other place as the Sellers and the Buyer shall agree in the forms approved to Buyers;writing. (Ma) appropriate instruments of transfer for Acquired Assets subject to certificate of titleAt the first Closing (the “First Closing”), duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by Parties shall consummate the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies purchase of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, Purchased Assets (other than Permitted Encumbrances; and the Topanga Purchased Assets) and assumption of all Assumed Liabilities (Qother than the Topanga Assumed Liabilities). The First Closing is expected to occur effective as of 12:01 A.M. on June 17, 2007, but shall occur within (5) a FIRPTA certificate five days of the satisfaction or waiver of the conditions set forth in the form of Exhibit G, duly executed Article VI and Article VII (disregarding for this purpose any such conditions to be satisfied by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken at the First Closing), or such other date as the Sellers and the Buyer shall agree in connection with consummation writing. Subject to Section 5.12 and the terms of the transactions contemplated by this Agreement Management Agreement, Buyer shall be entitled to immediate possession of, and to exercise all certificatesrights arising under, opinionsthe Purchased Assets (including the Topanga Purchased Assets) and shall assume all Assumed Liabilities (other than the Topanga Assumed Liabilities) from and after 12:01 A.M. on the First Closing Date, instruments and other documents required the operation of the Restaurants shall transfer at such time. The date on which the First Closing occurs shall be referred to effect as the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel“First Closing Date”. (iib) At the Buyers will deliver to second Closing (the Sellers: (A) “Second Closing”), the Purchase Price Shares registered in Parties shall consummate the name of USE, acting as agent for the Sellers; (B) payment purchase of the UPC-Related Payment, the Reimbursable Expenses Topanga Purchased Assets and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text assumption of the resolutions adopted Designated Assumed Liabilities. The Second Closing shall occur within (5) five days of the satisfaction or waiver of the conditions set forth in Article VI and Article VII (disregarding for this purpose any such conditions to be satisfied by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of at the transactions contemplated by this Agreement and all certificatesSecond Closing), opinions, instruments and or such other documents required to effect date as the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at Buyer shall agree in writing. The date on which the Second Closing will occurs shall be deemed referred to have been delivered simultaneously, as the “Second Closing Date”. Buyer shall be entitled to exercise all rights arising under the Topanga Purchased Assets and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or shall assume the Topanga Assumed Liabilities from and after 12:01 A.M. on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Second Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at concurrently with the offices execution of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII this Agreement by all parties hereto (the “Closing Date”) ). The Closing will occur at, or be coordinated from, the offices of Holland & ▇▇▇▇ LLP, 5441 Kietzke Lane, Second Floor, Reno, Nevada, or at such other place and on such other date and time as may be is mutually agreed by the Buyers agreeable to Buyer and the Sellers, in which case Closing Date means the date so agreedSeller. The Closing will be effective as of the close of business on the Closing Date. (b) Subject The parties agree to consummate the conditions set forth in this Agreement, following transactions/make the following deliveries on the Closing Date: (i) the Sellers Seller will assign and transfer to Buyer merchantable title in and to Seller’s Membership Interests, free and clear of all liens, and shall deliver to Buyer an assignment of membership interest substantially in the Buyers:form attached hereto as Exhibit A and incorporated herein by this reference; (ii) Any Person (including Seller) that is a manager or managing member of the Company shall deliver a resignation to the Company substantially in the form attached hereto as Exhibit B and incorporated herein by this reference; (iii) The Company and Buyer shall deliver a release of Seller substantially in the form attached hereto as Exhibit C and incorporated herein by this reference, releasing Seller for (A) a certificate of an appropriate officer of each Seller dated any obligations owed to or due the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of Company through and including the Closing Date, a good faith draft and (B) any liability associated with the operation of which will have been submitted to Buyers no later than five Business Days prior to the Company from and after the Closing Date;; and (Civ) for each SellerBuyer shall deliver to Seller the Purchase Price by delivery to Seller by wire transfer of immediately available funds, the text to an account designated by Seller to Buyer prior to Closing, of the resolutions adopted by the board sum of directors of the Seller Nine Million Three Thousand Dollars (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”$9,003,000.00); (Kv) assignments Buyer shall deliver to Seller either a limited liability company resolution confirming that all necessary corporate action was taken by Buyer in entering into this Agreement and proceeding to Closing or a certificate of agreements, instruments, certificates Buyer’s managing member confirming that Buyer was authorized to enter into this Agreement and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, proceed to assign all of the Sellers’ rights and interests in and to the SoftwareClosing; (Lvi) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved Buyer shall pay to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes by wire transfer of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions immediately available funds, to be taken in connection with consummation of an account designated by Seller to Buyer prior to Closing, the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellersfollowing amounts: (A) the Purchase Price Shares registered sum of Twenty-Five Thousand Dollars ($25,000.00), in consideration of Company’s up-front payment to NRC Environmental Services, Inc. (“NRC”) of all funds necessary to settle NRC’s mechanic’s lien against the name of USE, acting as agent for the SellersLand; (B) payment the sum of One Hundred Ninety-Seven Thousand Five Hundred Dollars ($197,500.00), which sum represents Buyer’s portion of the UPC-Related Payment, settlement funds Company provided to NRC in order to settle NRC’s mechanic’s lien against the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purposeLand; (C) for each Buyer Partythe sum of Forty One Thousand Dollars ($41,000), which sum represents payment of various agreed upon Seller transaction expenses incurred in connection with the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery transactions contemplated hereby and performance of this Agreement, certified by an appropriate officer of Buyer Party;in connection with certain related matters; and (D) the Royalty Agreementsum of Twenty-Four Thousand Four Hundred Dollars ($24,400.00), duly executed by Uranium One Utah; (E) which sum represents an unintended shortfall of January 2016 rent under the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselLease. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”"CLOSING") will shall take place commencing at 10:00 a.m. local time on or before the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the fifth (5th) business day after all conditions to closing set forth in Article VIII (the “Closing Date”) IV hereof shall have been satisfied or at such other place and waived, or on such other date and at such place and by such means as may be mutually agreed by the Buyers and parties shall agree (the Sellers, in which case Closing Date means "CLOSING DATE"). (b) Immediately prior to the date so agreed. The Closing will be effective as of Closing: (i) the close of business on Company shall distribute to the Seller the Company's profits accrued to the Closing Date. (bii) Subject the Buyer and the Company shall execute the Asset Purchase Agreement (Inventory/Accounts Receivable), and consummate the transactions contemplated thereby, and the Company shall distribute to the conditions set forth Seller the proceeds from such transaction and the right or obligation of the Company, as the case may be, to receive a Positive Adjustment Amount or pay a Negative Adjustment Amount, each as defined in this Agreement, on and pursuant to the Closing DateAsset Purchase Agreement (Inventory/Accounts Receivable). (c) At the Closing: (i) the Sellers will Seller shall deliver the Units to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfiedBuyer; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will Seller shall deliver to the Sellers: (A) Buyer the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 4.2; (Biii) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer Buyer shall deliver to the account designated by Seller the USE for such purposevarious certificates, instruments and documents referred to in Section 4.3; (Civ) for each the Buyer Partyshall pay the Initial Purchase Price, less the text of Holdback Amount, in the resolutions adopted by amount and the board of directors of manner specified in Section 1.3; (v) the Buyer Party authorizing shall deposit the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer PartyHoldback Amount with the Escrow Agent; (Dvi) the Royalty AgreementSeller shall deliver to the Buyer, duly executed by Uranium One Utah; (E) or otherwise put the Assignment Buyer in possession and Assumption Agreementcontrol of, duly executed by Buyersall of the company and other records of the Company; and (Fvii) if not contained in the Assignment Buyer and Assumption, assumptions of leases or the Seller shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing (the "Closing") shall take place simultaneously with the execution and delivery of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of DO'Sullivan LLP, 30 Rockefeller Plaza, New York, New York 10112. (▇) The o▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇ ▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇y for the New Debentures to be purchased hereunder at the Closing is subject to the delivery by the Issuers of the following items (unless waived by such Purchaser): (i) the New Debentures, which New Debentures shall have been duly authorized, executed and delivered by the Issuers and shall be in full force and effect and enforceable against the Company in accordance with their terms; (ii) the Warrants, which Warrants shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Issuer in accordance with their terms; (iii) the opinion of Bingham Dana LLP, counsel to the Company, addressed to the ▇▇▇▇▇▇▇▇▇▇, dated as of the closing, in substantially the forms approved form attached hereto as Exhibit G; and (iv) evidence satisfactory to Buyersthe Purchasers that the Company has reserved the New Debenture Shares for issuance upon conversion of the New Debentures; (Mv) appropriate instruments evidence satisfactory to the Purchasers that the Company has reserved the Warrant Shares for issuance upon exercise of transfer for Acquired Assets subject to certificate of title, duly executed by each Sellerthe Warrants; (Nvi) the Royalty Fifth Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit C (the "Fifth Amended and Restated Registration Rights Agreement"), which Fifth Amended and Restated Registration Rights Agreement shall have been duly authorized, executed and delivered by USEthe Company and shall be in full force and effect and enforceable against the Company in accordance with its terms; (Ovii) any other instruments the Security Agreement in substantially the form attached hereto as Exhibit D (the "Security Agreement") and the Collateral Agency and Intercreditor Agreement in substantially the form attached hereto as Exhibit E (the "Collateral Agency and Intercreditor Agreement"), each of transfer reasonably requested by Buyerswhich shall have been duly authorized, duly executed and delivered by the SellersCompany and shall be in full force and effect and enforceable against the Company in accordance with its terms; (viii) the Subordination Agreement in substantially the form attached hereto as Exhibit F (the "Subordination Agreement"), which Subordination Agreement shall have been duly authorized, executed and delivered by SVB and shall be in full force and effect and enforceable against SVB in accordance with its terms; (ix) all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation, counterpart forms the consent and authorization of transfer and assignment required by Governmental Entitiesthe NASD; (Px) duly executed copies receipt of all agreementsrevised cash flow budget through December 31, instruments2001, certificates and other documents necessary or appropriate acceptable to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; andPurchasers; (Qxi) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance evidence reasonably satisfactory to Buyers and Buyers’ counselthe Purchasers that the Company has made arrangements to provide notice to the Company's shareholders pursuant to NASD Rule 4350(i)(2). (iixii) the Buyers will deliver evidence satisfactory to the Sellers:Purchasers of the filings of all UCC-1 Financing Statements and any other required security interest filings, which Financing Statements and other filings provide the Purchasers with a perfected security interest in the Collateral (as defined in the Security Agreement); (xiii) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing and certifying on behalf of the Company: (A) that attached thereto is a true, correct and complete copy of each of the Purchase Price Shares registered Fundamental Documents of the Company as in effect on the name date of USE, acting as agent for the Sellers; such certification; (B) payment that attached thereto is a true, correct and complete copy of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the all resolutions adopted by the board Board of directors Directors (and any committees thereof) of Buyer Party the Company authorizing (1) the execution, delivery and performance of this Agreementthe Financing Documents, certified by an appropriate officer (2) the issuance, sale and delivery of Buyer Partythe New Debentures, and (3) the reservation of the New Debenture Shares for issuance upon conversion of the New Debentures, and that all such resolutions in (1), (2) and (3), are in full force and effect; and (C) the incumbency and specimen signature of all officers of the Company executing the Financing Documents, and any certificate or instrument furnished pursuant hereto; (Dxiv) a certification by another officer of the Royalty Agreement, duly executed by Uranium One UtahCompany as to the incumbency and signature of the officer signing the certificate referred to in clause (xiii); (Exv) a duly authorized, executed and delivered copy of each of the Assignment other Financing Documents, if any, which shall be in full force and Assumption Agreementeffect and shall be enforceable against the Issuers or the Company, duly executed by Buyersas the case may be, and such parties in accordance with their respective terms; (xvi) a telegram, telex or other acceptable method of confirmation from the Secretaries of State of the States of Delaware and Massachusetts dated on the Closing as to the continued good standing of the Company and from the Secretaries of State of the State of Washington as to the due incorporation and good standing of eXstatic, as applicable; and (Fxvii) if not contained in such additional supporting documents and other information with respect to the Assignment operations and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation affairs of the transactions contemplated by this Agreement Company and all certificates, opinions, instruments and other documents required to effect its Subsidiaries as the transactions contemplated by this Agreement will be in form and substance Purchasers may reasonably satisfactory to Sellers and Sellers’ counselrequest. (c) All items delivered by The obligation of the parties Issuers to issue, deliver and sell the New Debentures at the Closing will is subject to the delivery by the Purchasers of the following items (unless waived by the Company): (i) a duly authorized, executed and delivered copy of each of the other Financing Documents which shall be deemed in full force and effect and shall be enforceable against the Purchasers and such parties in accordance with their respective terms; and (ii) each Purchaser shall deliver or cause to be delivered to the Company by wire transfer of immediately available funds the Wire Amount set forth opposite such Purchaser's name on Schedule I hereto to such bank account as the Issuers shall designate to each Purchaser in writing on or prior to the day immediately preceding the Closing; and (iii) all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been delivered simultaneouslyobtained, made or given and shall be in full force and effect, including, without limitation the (A) consent of SVB, and no items will be deemed delivered or waived until all have been delivered(B) consent and authorization of the NASD. (d) Notwithstanding The New Debentures do not constitute a revolving loan and any investigation made by amounts repaid or on behalf of any of prepaid under the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the ClosingNew Debentures may not be reborrowed. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ Proskauer Rose LLP in New York, NY at Denver, Colorado at 9:00 10:00 a.m. New York City time on the later date that is two Business Days after the satisfaction or waiver in writing of April 30all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery at the Closing of any of the documents set forth in Section 1.6(b) and Section 1.6(c)), 2007 or such other place, time or date as soon thereafter may be mutually agreeable to the Parties (the “Closing Date”). Except as reasonably possible otherwise set forth herein, all transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions contemplated by this Agreement to be completed at the Closing are completed and all other documents and certificates contemplated by this Agreement to be delivered at the Closing are delivered. (b) At the Closing, the Seller shall deliver or cause to be delivered the following to the Buyer: (i) the UK Stock Purchase Agreement, duly executed by the UK Sellers; (ii) the US Asset Purchase Agreement, duly executed by the Seller; (iii) the Australia Asset Purchase Agreement, duly executed by EDI Australia; (iv) the Germany Asset Purchase Agreement, duly executed by EDI Germany; (v) the France Asset Purchase Agreement, duly executed by EDI France; (vi) the Mexico Asset Purchase Agreement, duly executed by EDI Mexico; (vii) the Argentina Asset Purchase Agreement, duly executed by EDI Argentina; (viii) the Spain Asset Purchase Agreement, duly executed by EDI-Spain; (ix) a duly executed counterpart of the Data License Agreement substantially in the form attached hereto as Exhibit C (the “Data License Agreement”); (x) a duly executed counterpart of the Transition Services Agreement, in the form attached hereto as Exhibit D (the “Transition Services Agreement”); (xi) the share certificates, if any, representing the Shares together with a stock transfer form(s), in the form to be agreed upon by the Parties, in respect of the Shares; (xii) the resignations, effective as of the Closing Date, of each director and officer of the Stock Company and cancellation of all powers of attorney and mandates relating to the Stock Company; (xiii) the certificates of good standing (or their equivalent) of the Stock Company in its jurisdiction of organization and the foreign jurisdictions in which it is qualified, and certified Organizational Documents for the Stock Company; (xiv) a certificate, duly executed by an officer of the Seller, as to the satisfaction of the conditions set forth in Article VIII Section 5.1(b) and (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date.c); and (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (Axv) a certificate of an appropriate officer of each Seller dated Nielsen Seller, certifying as to (i) the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version incumbencies with respect to each Person executing a document or instrument on behalf of the Disclosure Schedule (the “Closing Update”)such Nielsen Seller, prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (Cii) for each Seller, the text of the resolutions adopted by of the board of directors of such companies authorizing the Seller (sale of capital stock or the management committee in Acquired Assets owned by such Nielsen Seller, as the case may be, as contemplated by this Agreement and (iii) if necessary, valid powers of USE/CCattorney as shall be necessary to effect the transactions contemplated hereby with respect to such Nielsen Seller. (c) authorizing At the executionClosing, delivery and performance the Buyer shall deliver or cause to be delivered, the following to the Seller: (i) payment of this Agreement, certified the Purchase Price by an appropriate officer wire transfer of immediately available funds to one or more accounts designated by the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (Eii) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty UK Stock Purchase Agreement, duly executed by USEthe Rentrak UK Buyer; (Oiii) any other instruments of transfer reasonably requested the US Asset Purchase Agreement, duly executed by BuyersRentrak; (iv) the Australia Asset Purchase Agreement, duly executed by Rentrak Australia Buyer; (v) the Germany Asset Purchase Agreement, duly executed by Rentrak Germany Buyer; (vi) the France Asset Purchase Agreement, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental EntitiesRentrak France Buyer; (Pvii) the Mexico Asset Purchase Agreement, duly executed by the Rentrak Mexico Buyer; (viii) the Argentina Asset Purchase Agreement, duly executed by the Rentrak Argentina Buyer; (ix) the Spain Asset Purchase Agreement, duly executed by the Rentrak Spain Buyer; (x) duly executed copies counterparts of all agreementsthe Data License Agreement; (xi) duly executed counterparts of the Transition Services Agreement; (xii) certificates of good standing of each Rentrak Buyer in its jurisdiction of organization and certified Organizational Documents of each Rentrak Buyer; (xiii) a certificate, instrumentsduly executed by an officer of the Buyer, certificates as to the satisfaction of the conditions set forth in Section 5.2(b) and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances(c); and (Qxiv) a FIRPTA certificate in of an authorized officer of each Rentrak Buyer certifying as to (i) the form incumbencies with respect to each Person executing a document or instrument on behalf of Exhibit Geach Rentrak Buyer, duly executed by dated as of the Closing Date, (ii) the resolutions of the board of directors and equity holders of each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of Rentrak Buyer authorizing the transactions contemplated by this Agreement and all certificates(iii) if necessary, opinions, instruments and other documents required valid powers of attorney as shall be necessary to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing hereby with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreementsuch Rentrak Buyer.

The Closing. (a) The closing (the "Closing") shall take place simultaneously with the execution and delivery of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at DenverO'Sullivan LLP, Colorado at 9:00 a.m. on the later of April 3030 Rockefeller Plaza, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the SellersNew York, in which case Closing Date means the date so agreedNew York 10112. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ and pay for the Convertible Debentures to be purchased hereunder at the Closing is subject to the delivery by the Issuer of the following items (unless waived by such Purchaser): the Convertible Debentures, which Convertible Debentures shall have been duly authorized, executed and delivered by the Issuer and shall be in full force and effect and enforceable against the Issuer in accordance with their terms; evidence satisfactory to the Purchasers that the Company has reserved the Convertible Debenture Shares for issuance upon conversion of the Convertible Debentures; the favorable opinion of Bingham Dana LLP, counsel to the Company, addressed to th▇ ▇▇▇▇▇▇▇▇▇▇, dated as of the Closing, in substantially the forms approved to Buyers; form attached hereto as Exhibit C; the Fourth Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit D (M) appropriate instruments of transfer for Acquired Assets subject to certificate of titlethe "Fourth Amended and Restated Registration Rights Agreement"), which Fourth Amended and Restated Registration Rights Agreement shall have been duly authorized, executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed and delivered by the SellersCompany and shall be in full force and effect and enforceable against the Company in accordance with its terms; the Security Agreement in substantially the form attached hereto as Exhibit E (the "Security Agreement"), which Security Agreement shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms; the Subordination Agreement in substantially the form attached hereto as Exhibit F (the "Subordination Agreement"), which Security Agreement shall have been duly authorized, executed and delivered by SVB and shall be in full force and effect and enforceable against SVB in accordance with its terms; all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation, counterpart forms the (A) consent of transfer SVB and assignment required by Governmental Entities; the confirmation of SVB that the Company shall be able to borrow additional funds pursuant to the terms of the SVB Facility (P) duly executed copies of all agreements, instruments, certificates which consent and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate confirmation shall be contained in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation Subordination Agreement) and (B) consent and authorization of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance NASD; evidence reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver Purchasers that the Company has made arrangements to provide notice to the Sellers: (A) Company's shareholders pursuant to NASD Rule 4350(i)(2); receipt of revised cash flow budget through December 31, 2001, acceptable to the Purchase Price Shares registered Purchasers; evidence satisfactory to the Purchasers of the filings of all UCC-1 Financing Statements and any other required security interest filings, which Financing Statements and other filings provide the Purchasers with a perfected security interest in the name of USE, acting Collateral (as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained defined in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Security Agreement.);

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place Closing shall occur at the offices of DCravath, Swaine & ▇▇▇▇▇ & WLLP, ▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, in ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m., New York City time on the forms approved to Buyers; later of (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (Na) the Royalty Agreement, duly executed by USE; (O) any other instruments fifth business day following the satisfaction or waiver of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer conditions contained in Sections 2.02 and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets2.03, other than Permitted Encumbrances; andthose conditions that by their nature can be satisfied only on the Closing Date and (b) January 20, 2004. The date on which the Closing occurs shall be called the “Closing Date”. At the Closing: (Qa) The parties or their respective Affiliates, as the case may be, shall execute and deliver (i) a FIRPTA certificate license agreement substantially in the form of Exhibit GA (the “WBE Trademark License”), duly executed by each Seller(ii) a license agreement substantially in the form of Exhibit B (the “WCI Trademark License” and, together with the WBE Trademark License, the “Seller Trademark Licenses”), (iii) an administrative services agreement substantially in the form of Exhibit C (the “Seller Services Agreement”), (iv) an administrative services agreement substantially in the form of Exhibit D (the “Purchaser Services Agreement”), (v) a warrant, the terms of which are set forth in Exhibit E (“Warrant A”), and (vi) a warrant, the terms of which are set forth in Exhibit F (“Warrant B” and, together with Warrant A, the “Warrants” and, together with the Seller Trademark Licenses, the Seller Services Agreement and the Purchaser Services Agreement, the “Ancillary Agreements”). (b) Purchaser shall: (i) in consideration for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions the Acquired Companies and the Acquired Assets, pay or cause to be taken paid to Seller or its designees, in connection with consummation of immediately available funds by wire transfer to one or more bank accounts designated in writing by Seller at least two business days prior to the transactions contemplated by this Agreement and all certificatesClosing Date, opinions, instruments and other documents required cash in U.S. dollars in an amount equal to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Closing Payment; (ii) the Buyers will deliver to Seller a receipt for the Sellers:Shares and the Acquired Assets; (iii) deliver to Seller a certificate of the Secretary or an Assistant Secretary of Purchaser, dated as of the Closing Date and certifying on behalf of Purchaser: (A) that attached thereto is a true, correct and complete copy of the Purchase Price Shares registered certificate of incorporation and by-laws (or comparable constitutive documents) of Purchaser as in effect on the name date of USE, acting as agent for the Sellers; such certification; (B) payment that attached thereto is a true, correct and complete copy of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the all resolutions adopted by the board of directors or comparable governing body (and any committees thereof) of Buyer Party authorizing Purchaser authorizing, to the extent applicable, the execution, delivery and performance of this Agreement and the Ancillary Agreements and the purchaser of the Shares, and that all such resolutions are still in full force and effect; and (C) the incumbency and specimen signature of all officers of Purchaser executing this Agreement, certified any Ancillary Agreement or the share certificates representing the Shares, and any certificate or instrument furnished pursuant hereto or thereto, and a certification by an appropriate another officer of Buyer PartyPurchaser as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii); (Div) deliver to Seller certificates of the Royalty AgreementSecretary of State (or other applicable office) in the jurisdiction in which Purchaser is organized, duly executed by Uranium One Utahdated as of the Closing Date (or as close thereto as reasonably practicable), certifying as to the good standing (to the extent such concept is recognized in such jurisdiction) and non-delinquent status of Purchaser; (Ev) the Assignment and Assumption Agreement, duly deliver to Seller instruments of assumption appropriately executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be Purchaser in form and substance reasonably satisfactory acceptable to Sellers and Sellers’ counselPurchaser; and (vi) deliver to Seller the certificate required to be delivered pursuant to Section 2.03(a). (c) All items delivered by the parties at the Closing will be deemed Seller shall deliver to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered.Purchaser: (di) Notwithstanding any investigation made by in respect of the Companies, stock certificates evidencing the Shares registered in the name of Purchaser or on behalf its nominee, in form reasonably satisfactory to Purchaser, with all required stock transfer Tax stamps affixed and free and clear of all Encumbrances other than Encumbrances arising as a result of any action taken by Purchaser or any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.its Affiliates; (eii) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, such documents as Purchaser may reasonably require to effect the transfer to Purchaser of the Asset Sellers’ interests therein free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances arising as a result of any action taken by Purchaser or otherwise any of its Affiliates; (iii) a receipt for the Closing Payment; (iv) a certificate of the Secretary or an Assistant Secretary of Seller and each Share Seller and Asset Seller, dated as of the Closing Date and certifying on account behalf of Seller or such Share Seller or Asset Seller, as applicable: (A) that attached thereto is a true, correct and complete copy of the certificate of incorporation and by-laws (or comparable constitutive documents) of Seller or such Share Seller or Asset Seller as in effect on the date of such certification; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the board of directors or comparable governing body (and any committees thereof) of Seller or such Share Seller or Asset Seller authorizing, to the extent applicable, the execution, delivery and performance of this Agreement and the Ancillary Agreements and the sale and delivery of the Shares and the Acquired Assets, and that all such resolutions are still in full force and effect; and (C) the incumbency and specimen signature of all officers of Seller or such Share Seller or Asset Seller executing this Agreement, any Ancillary Agreement or the transactions contemplated share certificates representing the Shares, and any certificate or instrument furnished pursuant hereto or thereto, and a certification by another officer of Seller or such Share Seller or Asset Seller as to the incumbency and signature of the officer signing the certificate referred to in this Agreementclause (iv); (v) certificates of the Secretaries of State (or other applicable office) in each jurisdiction in which Seller and each Share Seller and Asset Seller is organized, dated as of the Closing Date (or as close thereto as reasonably practicable), certifying as to the good standing (to the extent such concept is recognized in such jurisdiction) and non-delinquent status of such entities; (vi) corporate minute books and stock register/transfer ledgers (or equivalents) of each of the Acquired Companies; and (vii) the certificate required to be delivered pursuant to Section 2.02(a).

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP in Boston, in Massachusetts commencing at 9:00 a.m. local time on the forms approved Closing Date. All transactions at the Closing shall be deemed to Buyers;take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (Mb) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller;At the Closing: (Ni) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by Sellers shall deliver to the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against Buyers the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 5.2; (ii) the Buyers will shall deliver to the Sellers: (A) Sellers the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 5.3; (Biii) payment each Parent shall deliver to SkillSoft PLC certificate(s) evidencing all of the UPC-Related PaymentStock owned by such Parent, duly endorsed in blank or with stock powers duly executed by the Reimbursable Expenses Parent; (iv) each Asset Seller shall execute and deliver a ▇▇▇▇ of Sale in substantially the Property Acquisition Expenses form attached hereto as Exhibit A; (v) each Asset Seller shall execute and deliver a Patent Assignment in substantially the form attached hereto as Exhibit B; (vi) each Asset Seller shall execute and deliver a Trademark Assignment in substantially the form attached hereto as Exhibit C; (vii) each Asset Seller shall execute and deliver a Copyright Assignment in substantially the form attached hereto as Exhibit D; (viii) each Asset Seller shall execute and deliver such other instruments of conveyance as the Buyers may reasonably request in order to USEeffect the sale, acting transfer, conveyance and assignment to the Buyers of valid ownership of the Acquired Assets owned by the Asset Seller; (ix) each Buyer shall execute and deliver to each Asset Seller an instrument of assumption in substantially the form attached hereto as agent for Exhibit E and such other instruments as such Asset Seller may reasonably request in order to effect the assumption by the appropriate Buyer of the Assumed Liabilities; (x) the Asset Sellers shall transfer to the Buyers all the books, records, files and other data (or copies thereof) within the possession or control of such Asset Sellers relating to the Acquired Assets; (xi) the Parents shall deliver (or shall cause to be delivered) to SkillSoft PLC the minute books, stock books, ledgers and registers, corporate seals and other similar corporate records of the Business Subsidiaries; (xii) the Buyers shall pay to the Sellers, payable by check or wire transfer or other delivery of immediately available funds to the an account designated by the USE for such purposeSellers, the cash portion of the Purchase Price pursuant to Section 1.4; (Cxiii) for each SkillSoft PLC shall, if applicable, deliver the Buyer Party, ADSs to the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery Parents and performance of this Agreement, certified by an appropriate officer of Buyer PartyTGR; (Dxiv) the Royalty AgreementAsset Sellers shall deliver to the Buyer, duly executed by Uranium One Utah; (E) or otherwise put the Assignment Buyer in possession and Assumption Agreementcontrol of, duly executed by Buyersall of the Acquired Assets of a tangible nature; and (Fxv) if not contained in the Assignment Buyers and Assumption, assumptions of leases or the Sellers shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing Consummation of the transactions contemplated by this Agreement Article I (the “"Closing”") will take place shall occur at the offices of D▇▇▇North Castle Partners, ▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ (or such other location as Buyer and Seller may mutually determine), commencing at 11:00 a.m. local time on June 11, 2001, or at such other time and on such other date as Buyer and Seller may mutually determine (the "Closing Date"). At the Closing, (a) Buyer shall (i) escrow $350,000 of the Closing Purchase Price pursuant to the Escrow and Security Agreement, which shall constitute the Escrowed Amount (as defined in the forms approved Escrow and Security Agreement) and (ii) deliver the remainder of the Closing Purchase Price to BuyersSeller by wire transfer in immediately funds to an account designated by Seller in writing to Buyer at least two Business Days prior to Closing; (Mb) appropriate instruments Seller shall deliver to Buyer an opinion, substantially in the form attached hereto as Exhibit B, from ▇▇▇▇▇▇ Godward LLP counsel to Seller, addressed to Buyer and dated as of transfer for Acquired Assets subject to certificate of title, duly executed by each Sellerthe Closing Date; (Nc) Seller shall execute and deliver the Royalty Agreement, duly executed by USE▇▇▇▇ of Sale; (Od) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer Buyer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates Seller shall execute and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyersthe Transition Services Agreement, the Escrow and Security Agreement, the Most Favored Customer Agreement, the Noncompetition Agreement and all other Related Agreements to which they are a party; and (Fe) if not contained in the Assignment and Assumption, assumptions of leases or Seller shall deliver such other appropriate documents reasonably satisfactory to Buyer as Buyer may reasonably request for the Acquired Assets under leasespurpose of (i) evidencing the accuracy of any representation or warranty made by Seller, duly executed (ii) evidencing the compliance by each Buyer. All actions to be taken Seller with, or the performance by Seller of, any covenant or obligation set forth in connection with this Agreement or any Related Agreement, (iii) evidencing the satisfaction of the conditions set forth in Section 1.6, or (iv) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Datehereby. (f) Seller and Buyer shall execute and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity deliver a License Agreement substantially in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.form attached hereto as Exhibit C.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place (i) at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇LLP in Boston, Massachusetts, commencing at 9:00 a.m. local time on the third business day following the satisfaction or waiver of all conditions set forth in Article V(other than conditions that by their nature are to be satisfied at the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets Closing, but subject to certificate the fulfillment or waiver of titlethose conditions), duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) at such other place, date and time as the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses Sellers and the Property Acquisition Expenses to USE, acting as agent for Buyer may agree (the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer“Closing Date”). All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.: (ei) The Confidentiality Agreement will terminate effective as of the Closing Date.Sellers shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (fii) the Buyer shall deliver to the Parent the various certificates, instruments and Seller documents referred to in Section 5.2; (iii) the Sellers shall each be responsible for their own salesexecute and deliver to the Buyer the additional agreements specified in Schedule 1.7(b)(iii) hereto (the “Ancillary Agreements”), useincluding the Escrow Agreement and the Registration Rights Agreement; (iv) the Sellers shall execute and deliver to the Buyer a b▇▇▇ of sale in substantially the form attached hereto as Exhibit A, one or more trademark assignments in substantially the form attached hereto as Exhibit B-1, one or more patent assignments in substantially the form attached hereto as Exhibit B-2, one or more copyright assignments in substantially the form attached hereto as Exhibit B-3, licenses permitting the Buyer to use intellectual property and software retained by the Sellers that is material to the Business, and such other instruments of conveyance (such as assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) as the Buyer may reasonably request in order to effect the sale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, conveyance and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyer of valid ownership of the Acquired Assets; (v) the Parent shall execute and deliver to the Escrow Agent a standing instruction letter instructing the Escrow Agent to transfer shares from the Escrowed Shares to the name of the Buyer when required to pursuant to the terms of the Escrow Agreement to be held by the Escrow Agent pursuant to the Escrow Agreement; (vi) the Buyer shall execute and deliver to the Sellers an instrument of assumption in substantially the form attached hereto as Exhibit C and such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (vii) the Buyer shall execute and deliver to the Sellers the Ancillary Agreements, including the Escrow Agreement and the Registration Rights Agreement; (viii) the Buyer shall pay to the Seller, payable by wire transfer or other delivery of immediately available funds to an account designated by the Seller, the Closing Payment set forth in Section 1.3(a); (ix) the Buyer shall issue and deliver or cause to be issued and delivered to Parent the number of shares of Buyer Stock set forth in Section 1.3(b); (x) the Buyer shall issue and deliver or cause to be issued and delivered to the Escrow Agent the number of shares of Buyer Stock set forth in Section 1.3(c) duly registered in the name of the Parent to be held by the Escrow Agent pursuant to the Escrow Agreement in book-entry form on the stock transfer books of the Buyer with a stop-transfer order; (xi) the Sellers shall deliver to the Buyer, or otherwise on account put the Buyer in possession and control of, all of this Agreement or the Acquired Assets of a tangible nature; and (xii) the Buyer and the Sellers shall execute and deliver to each other a cross-receipt evidencing the transactions contemplated by this Agreementreferred to above.

The Closing. (a) The closing of the transactions contemplated by this Agreement Sale (the “Closing”"CLOSING") will take place at shall, subject to the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 satisfaction or as soon thereafter as reasonably possible following satisfaction waiver of the conditions set forth in Article VIII VII, be held at the offices of Cravath, Swaine & Moore in New York, New York (the “Closing Date”) or at such other place and on or places as the pa▇▇▇▇▇ may mutually agree, including, without limitation, with respect to sales of the Controlled Foreign Subsidiary Shares, such places outside of the United States as the parties may mutually agree), as soon as practicable after the date of this Agreement upon (A) the second Business Day after all the conditions precedent set forth in Article VII are satisfied or waived or (B) such other date time as the parties may be mutually agreed by agree; PROVIDED that the Buyers and the Sellers, in which case Closing Date means shall not be extended beyond the date so agreedon which this Agreement terminates pursuant to Section 8.1(b) hereof. The Closing will be effective as of the close of business date on which the Closing Dateactually occurs is hereinafter referred to as the "CLOSING DATE." (b) Subject to the conditions set forth in this Agreement, on On the Closing Date: (i) , DuPont shall deliver or cause to be delivered to Buyer the Sellers will deliver to the Buyersfollowing: (A) a certificate of an appropriate officer of Certificates representing the DCI Shares, the DPRL Shares and the DPL Shares, each Seller dated the Closing Date stating that the conditions set forth duly endorsed and in Section 8.1 have been satisfied;form for transfer to Buyer Sub 1. (B) an updated version Certificates representing the Controlled Foreign Subsidiary Shares, each duly endorsed and in form for transfer to the applicable Foreign Buyer Sub. (C) A duly executed instrument of transfer of the Disclosure Schedule DPC Interests being assigned and transferred to Buyer Sub 1 and Buyer Sub 2 in a form to be reasonably agreed upon by the parties. (D) A duly executed bill of sale and assignment and such other instruments o▇ ▇▇cuments as may be reasonably requested by Buyer to evidence its purchase of the “Closing Update”)Transferred Equipment hereunder or otherwise necessary to provide for the transactions contemplated hereby. (E) The stock books, prepared as though this Agreement has been dated stock ledgers, minute books and corporate seals of the Transferred Business Companies and the Controlled Foreign Subsidiaries as of the Closing Date, a good faith draft ; PROVIDED that any of which will the foregoing items shall be deemed to have been submitted delivered pursuant to Buyers no later than five this Section 2.3(b)(E) if such item has been delivered to or is otherwise certified to Buyer to be located at any of the Transferred Business Companies as of the Closing Date or any of their respective offices. (F) The Related Agreements, duly executed by DuPont or its Subsidiaries (to the extent that each is a party thereto), to the extent not executed and delivered to Buyer prior to the Closing; a duly executed instrument of assumption of all Retained Liabilities, to the extent such Retained Liabilities are Liabilities of any Transferred Business Company on the Closing Date, being assumed by DuPont in a form to be reasonably agreed upon by the parties; and all other documents required to be delivered by DuPont or its Subsidiaries on or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required by Buyer in connection herewith. (c) On the Closing Date, Buyer, Buyer Sub 1, Buyer Sub 2 and the Foreign Buyer Subs shall deliver or cause to be delivered to DuPont or its designee the following: (A) the Closing Purchase Price in immediately available funds by wire transfer to an account or accounts at such bank or banks specified by DuPont at least two Business Days prior to the Closing Date;Date (such amount to be exclusive of any amounts required to be paid at the Closing pursuant to the Related Agreements). (B) A duly executed instrument acknowledging acceptance of the DPC Interests being transferred to Buyer Sub 1 and Buyer Sub 2 and the admission of Buyer Sub 1 and Buyer Sub 2 to DPC as partners in a form to be reasonably agreed upon by the parties. (C) for each Seller, the text A duly executed instrument of assumption of the resolutions adopted Assumed Liabilities being assumed by Buyer Sub 1 in a form to be reasonably agreed upon by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller;parties. (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit BThe Related Agreements, duly executed by each Seller; Buyer (G) special warranty deeds for all of to the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets extent that are intangible rights and property (including Acquired Contracts andit is a party thereto), to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly not executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant and delivered to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and DuPont prior to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any Closing; and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated be delivered by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver Buyer on or prior to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties Date pursuant to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed otherwise reasonably required by any Governmental Entity DuPont in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreementherewith.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP WilmerHale in Boston, Massachusetts commencing at Denver, Colorado at 9:00 10:00 a.m. local time on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) Date or at such other place and on such other date time as the Parties may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreedagree. The Closing will be effective as of the close of business on All transactions at the Closing Dateshall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will Seller shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 5.1; (ii) the Buyers will Buyer shall deliver to the Sellers: (A) Seller the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 5.2; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A, one or more trademark assignments in substantially the form attached hereto as Exhibit B) payment , and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the UPC-Related PaymentAcquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit C and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall deliver to the Seller the Warrant; (vi) the Buyer and the Seller shall execute and deliver to each other the Transition Services Agreement, the Reimbursable Expenses Non-Exclusive License Agreement, the Registration Rights Agreement, the Services Agreement and the Property Acquisition Expenses Sublease Agreement; (vii) the Buyer shall pay to USEthe Seller, acting as agent for the Sellers, payable by check or wire transfer or other delivery of immediately available funds to the an account designated by the USE for such purposeSeller, the Cash Purchase Price; (Cviii) for each the Seller shall deliver to the Buyer, or otherwise put the Buyer Partyin possession and control of, the text all of the resolutions adopted by the board Acquired Assets of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyersa tangible nature; and (Fix) if not contained in the Assignment Buyer and Assumption, assumptions of leases or the Seller shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement sale and purchase (the “"Closing”") will shall take place at the principal offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denverthe Purchaser on Tuesday, Colorado at 9:00 a.m. on the later of April 30December 14, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) 1999 or at such other place date and on such other date time thereafter as may be the parties hereto shall mutually agreed by agree in writing (the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the "Closing Date"). (b) Subject At the Closing, Sellers shall deliver or cause to be delivered to the conditions set forth in this Agreement, on the Closing Date:Purchaser; (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills duly executed ▇▇▇▇ of sale for the Acquired Assets that are Tangible Personal Property substantially in the form of Exhibit BSchedule C hereto ("▇▇▇▇ of Sale") and other good and sufficient instruments of transfer and conveyance, duly executed by each Sellerincluding assignments if appropriate, as shall vest in Purchaser all of Sellers' rights, title and interest in and to the Assets, free from all encumbrances; (Gii) special warranty deeds for a duly executed assignment to Purchaser of the exclusive right to use of all of Sellers' registered and unregistered patents, trademarks and tradenames including the Fee Property in right to the form of Exhibit C, duly executed by each Sellername "Right Body Foods"; (Hiii) quitclaim deeds for all of an employment agreement (the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations"Employment Agreement") in the form of Exhibit FSchedule D hereto, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ; (iv) a non-competition agreement (the "Non-Competition Agreement") in the form of Schedule E hereto, duly executed by ▇▇▇▇▇▇▇; (v) a duly executed assignment of the lease of the Premises in Syosset, Long Island, New York utilized by RBF in the operation of the Health Food Business to Purchaser and a duly executed consent from the Landlord with respect to such assignment; (vi) an investment representation letter substantially in the form of Schedule F hereto, with respect to the shares of BRLI common stock to be issued at the Closing, duly executed by the recipient(s) of such shares; and (vii) all such other duly executed assignments and consents, satisfactory in form and content to the Purchaser, as the Purchaser may reasonably require in order to effectuate transfer of the Assets to the Purchaser. (c) At the Closing, the Purchaser shall deliver or cause to be delivered to RBF and/or ▇▇▇▇▇▇▇, in as the forms approved to Buyerscase may be; (Mi) appropriate instruments of transfer for Acquired Assets subject to certificate of title, a duly executed by each Sellerassumption of certain liabilities agreement substantially in the form of Schedule G hereto ("Assumption of Certain Liabilities Agreement") as shall be binding upon both BRLI and the Purchaser with respect to those liabilities of RBF specifically enumerated on Schedule B; (Nii) an aggregate 180,000 shares of BRLI's authorized but unissued common stock to RBF, or if RBF so designates in writing, to ▇▇▇▇▇▇▇, registered in the recipient's name, in full payment (together with the Assumption of Certain Liabilities Agreement) for the Assets; (iii) the Royalty Employment Agreement, duly executed by USEBRLI; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (iiiv) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPCNon-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Competition Agreement, duly executed by Uranium One UtahBRLI and the Purchaser; (Ev) an aggregate 20,000 shares of BRLI's authorized but unissued common stock to ▇▇▇▇▇▇▇, registered in ▇▇▇▇▇▇▇'▇ name, in full payment for her execution and delivery of the Assignment Non-Competition Agreement; (vi) an assumption by Purchaser of the lease for the Premises in Syosset, Long Island, New York and Assumption Agreement, duly a guarantee of the Purchaser's obligations thereunder executed by BuyersBRLI; and (Fvii) if not contained in the Assignment and Assumption, assumptions of leases or all such other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement consents and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be assumptions satisfactory in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect content to the purchase and sale of Sellers, as the Acquired Assets, or otherwise on account of this Agreement or Sellers may reasonably require in order to consummate the transactions contemplated by this Agreementdescribed herein.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at DenverFrost Brown Todd LLC in Louisville, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇mencing at 9:00 a.m. local time on the Closing Date, in or at such other place as the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2parties may mutually agree. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.: (ei) The Confidentiality Agreement will terminate effective as of the Closing Date.Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (fii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Buyer shall execute and deliver to the Seller the Secured Promissory Note in substantially the form attached hereto as Exhibit A; (iv) the Buyer and the Seller shall execute and deliver to each be responsible for their own sales, useother the Security Agreement in substantially the form attached hereto as Exhibit B; (v) the Seller shall execute and deliver to the Buyer a bill of sale in substantially the ▇▇▇m attached hereto as Exhibit C and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, conveyance and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyer of valid ownership of the Acquired Assets; (vi) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (vii) the Buyer shall pay to the Seller, payable by wire transfer, bank draft, or other delivery of immediately available U.S. funds to an account designated by the Seller, the Cash Consideration; (viii) the Buyer shall deliver the Shares to Seller; (ix) the Buyer, the Seller and the Escrow Agent shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit E and the Buyer shall deposit the Excess Net Working Capital, if any, with the Escrow Agent in accordance with Section 1.4; (x) the Seller shall deliver to the Buyer, or otherwise on account put the Buyer in possession and control of, all of this Agreement or the Acquired Assets of a tangible nature; and (xi) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions contemplated by this Agreementreferred to above.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will shall take place at the offices of DHall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver▇▇▇▇▇▇, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇▇ ▇▇▇ and J▇, ▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, in commencing at 11:00 a.m. as of the forms approved date hereof (the “Closing Date”); provided, the Closing shall be deemed to Buyers;have been consummated at 12:01 a.m. Tulsa, Oklahoma time on the Closing Date (the “Effective Time”). (Mb) appropriate instruments of transfer for Acquired Assets subject At the Closing, Seller will deliver the following documents and deliverables to certificate of title, duly executed by each Seller;Buyer: (Ni) one or more properly executed and acknowledged special warranty deeds (the Royalty Agreement“Deeds”) conveying to Buyer good and marketable title to the Real Property, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate each such Deed to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate be substantially in the form of Exhibit GF. The Deeds shall be in recordable form for recording the Deeds in the county in which the Real Property is located; (ii) a duly executed counterpart by Seller of the Assignment and Assumption of Leases and Rights-of-Way substantially in the form of Exhibit B conveying to Buyer all of Seller’s right, title and interest in the Leases and the Rights-of-Way; (iii) a duly executed counterpart by Seller of the Assignment and Assumption Agreement substantially in the form of Exhibit A conveying to Buyer the Material Contracts; (iv) a duly executed counterpart by Seller of the ▇▇▇▇ of Sale substantially in the form of Exhibit C attached hereto, conveying to Buyer the Personal Property; (v) a duly executed counterpart of Omnibus Agreement Amendment, substantially in the form of Exhibit D attached hereto, duly executed by each SellerParent, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement SemManagement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the SellersSemMaterials; (Bvi) payment a duly executed counterpart of the UPC-Related PaymentThroughput Agreement Amendment, substantially in the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text form of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty AgreementExhibit E attached hereto, duly executed by Uranium One UtahSeller, Parent and Eaglwing; (Evii) certificates of good standing and existence from the Assignment and Assumption Agreement, duly executed by BuyersSecretary of State of Delaware as of a recent date with respect to Seller; and (Fviii) if not contained in the Assignment and Assumption, assumptions of leases or such other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments of conveyance and other documents required as may be reasonably requested by Buyer prior to effect the transactions contemplated by Closing Date to carry out the intent and purposes of this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselAgreement. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, Buyer will deliver the representations, warranties following documents and agreements in this Agreement will survive the Closing.deliverables to Seller: (ei) The Confidentiality Agreement will terminate effective as an amount equal to the Purchase Price; (ii) a duly executed counterpart by Buyer of the Closing Date.Assignment and Assumption of Leases and Rights-of-Way substantially in the form of Exhibit B conveying to Buyer all of Seller’s right, title and interest in the Leases and the Rights-of-Way; (fiii) a duly executed counterpart by Buyer of the Assignment and Assumption Agreement substantially in the form of Exhibit A conveying to Buyer the Material Contracts; (iv) a duly executed counterpart by Buyer of the ▇▇▇▇ of Sale substantially in the form of Exhibit C attached hereto, conveying to Buyer the Personal Property; (v) a duly executed counterpart of the Throughput Agreement Amendment, substantially in the form of Exhibit E attached hereto, duly executed by Buyer and Seller shall each be responsible for their own salesMLP; (vi) a duly executed counterpart of Omnibus Agreement Amendment, usesubstantially in the form of Exhibit D attached hereto, transferduly executed by MLP, vehicle transferMLP GP and SMEP; and (vii) such other certificates, stamp, conveyance, value added or other similar Tax that instruments and documents as may be imposed reasonably requested by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect Seller prior to the purchase Closing Date to carry out the intent and sale purposes of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The execution and delivery of the Related Agreements (as defined in Section 9.3) and the closing of the transactions contemplated by this Agreement hereby (the “Closing”"CLOSING") will shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at DenverPurchaser, Colorado at 9:00 a.m. in New York, New York, on the later of April August 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed2000. The date on which the Closing will occurs is referred to as the "CLOSING DATE". The parties agree that the Closing shall be deemed to be effective as of the close of business 12:01 a.m. on the Closing DateDate (the "CLOSING TIME"). (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will deliver Seller shall sell, transfer and assign to Purchaser all right, title and interest to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfiedAssets; (Bii) Purchaser shall deliver to Seller an updated version of amount equal to the Disclosure Schedule Cash Consideration (the “Closing Update”as adjusted pursuant to Section 2.5(c)), prepared less the Cash Escrow Amount (as though this Agreement has been dated as defined in Section 2.2(c)), by bank wire transfer of the Closing Date, a good faith draft of which will have been submitted immediately available funds to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted an account designated by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (Diii) for each Seller shall deliver to Purchaser executed forms of Old Plateau and New Plateau, assignment directing Purchaser to transfer the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such SellerStock Consideration to Shareholders; (Eiv) Purchaser shall deliver to Shareholders certificates representing the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted EncumbrancesStock Consideration; and (Qv) a FIRPTA certificate in each party shall execute and deliver the form of Exhibit G, duly executed Related Agreements which require execution and delivery by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselparty. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representationsPurchaser shall place in escrow with an escrow agent mutually agreeable to the Purchaser and the Seller (the "ESCROW AGENT") one Million Dollars ($1,000,000) in cash (the "CASH ESCROW AMOUNT"), warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller Shareholders shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection deposit with the Closing, Escrow Agent certificates representing 133,332 shares of Common Stock. The Cash Escrow Amount and Buyers such shares of Common Stock shall be responsible for all recording or filing feesplaced in a single escrow account (the "ESCROW ACCOUNT") and shall be held and delivered by the Escrow Agent in accordance with the terms and provisions of a certain escrow agreement which shall be executed and delivered by the Purchaser, notarial fees the Shareholders, the Seller and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.Escrow Agent

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP Buyer, at Denver, Colorado at 9:00 a.m. 2:30 p.m. on the later fifth (5th) business day following full satisfaction or due waiver of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction all of the closing conditions set forth in Article VIII 7 (other than those to be satisfied at the “Closing Date”Closing) or at such other place and on such other date as may be is mutually agreed by agreeable to the Buyers Buyer and a majority of the Sellers, in which case Closing Date means the date so agreedStockholders. The Closing will be effective as date of the close of business on Closing is referred to herein as the “Closing Date.” (b) Subject Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Dateparties hereto shall consummate the following transactions as of the Closing: (i) the Sellers will each Stockholder shall deliver to the Buyers: (A) a certificate Buyer all of an appropriate officer the stock certificates representing the Shares held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers or other form of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfiedassignment and transfer; (Bii) an updated version the Buyer shall deliver to each Stockholder, by wire transfer of immediately available funds to the account designated by such Stockholder, cash-in-an-amount-equal to the Estimated Purchase Price multiplied by such Stockholder’s Allocation Percentage; (iii) the Buyer shall deposit, for the benefit of the Disclosure Schedule Stockholders, the Escrow Amount, which will be available to satisfy any amounts owed to the Buyer pursuant to Section 2.04 and Section 9.02(a), in an escrow account (the “Closing UpdateEscrow Account”) established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”), prepared as though this Agreement has been dated as of by and among the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each SellerEscrow Agent, the text of Buyer and the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property Stockholders substantially in the form of Exhibit BA hereto. (iv) the Buyer shall pay on behalf of itself or the Company, duly executed by each Selleror cause the Company to repay, all Indebtedness of the Company set forth on Schedule 2.03(b)(iv) in accordance with the terms thereof; (Gv) special warranty deeds for all the Stockholders shall deliver to the Buyer copies of the Fee Property in charter and bylaws of the form Company, certified by an officer of Exhibit C, duly executed by each Sellerthe Company; (Hvi) quitclaim deeds for all the Stockholders shall deliver to the Buyer copies of resolutions of the Unpatented Mining Claims in Company’s board of directors, certified by an officer of the form of Exhibit D duly executed by each SellerCompany, authorizing the agreements contemplated hereby; (Ivii) quitclaims for all the Stockholders shall deliver to the Buyer certificates of good standing with respect to the Water Rights in the form Company issued by such entity’s jurisdiction of Exhibit E duly executed by each Sellerorganization; (Jviii) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, the Stockholders shall deliver to the extent assignable, Governmental AuthorizationsBuyer copies of signed resignations (to be effective upon the Closing) in the form of Exhibit F, duly executed by from each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment officer and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all director of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted EncumbrancesCompany; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (iiix) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses Buyer and the Property Acquisition Expenses to USE, acting Stockholders shall make such other deliveries as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents are required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselhereby. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The parties shall hold the closing of the transactions contemplated by this Agreement (the “"Closing”") will take place on or before June 30, 1998 at 9:00 a.m., Minneapolis, Minnesota time, at the offices of D▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇▇▇▇▇▇ LLP at DenverLLP, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇ ▇▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or whatever other time, date or place the parties shall mutually agree (the "Closing Date"); unless this Agreement is terminated and the transactions contemplated hereby abandoned pursuant to Section 14 hereof. At the Closing, the Seller shall execute and deliver to the Purchaser a ▇▇▇▇ of sale in the forms approved to Buyers; form attached hereto as Exhibit 3.1, (Mthe "▇▇▇▇ of Sale"), a Lease Termination Agreement between HHC and CBC terminating the Business Lease in the form attached hereto as Exhibit 3.2, (the "Lease Termination Agreement"), an Easement Termination Agreement by and among CBC, GC1 and HHC in the form attached hereto as Exhibit 3.3 (the "Easement Termination Agreement") appropriate instruments of transfer for Acquired Assets subject to certificate of titleand a Mutual Release by and among Seller, duly executed by each Seller; purchaser, GCI and Casino Property Management, Inc. (N"CPMI") in the Royalty Agreementform attached hereto as Exhibit 3.4 (the "Mutual Release"), duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of together with all agreements, instruments, certificates and other documents or instruments as may reasonably be deemed necessary or appropriate by the Purchaser or its counsel in order to release any effectively transfer title to the Purchased Assets to the Purchaser in accordance- with the provisions of this Agreement; the Purchaser shall deliver to the Seller the Cash Purchase Price, an Assignment and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate Assumption Agreement in the form of attached hereto as Exhibit G3.5 evidencing the assignment to, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related PaymentPurchaser's assumption of, the Reimbursable Expenses and Assumed Liabilities (the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the "Assignment and Assumption Agreement"), duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneouslyLease Termination Agreement, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.the

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) Closing will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado remotely commencing at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business Eastern Daylight Savings Time on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered take place simultaneously, and no items transaction will be deemed to have been completed and no documents or certificates will be deemed to have been delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf At the Closing: (i) the Seller will deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (ii) the Buyer will deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Seller will execute and deliver to the Buyer a ▇▇▇▇ of any sale substantially in the form of the parties ▇▇▇▇ of sale attached as Exhibit A, and such other instruments of conveyance (such as assigned certificates or documents of title) as the Buyer may reasonably request in order to this Agreement or effect the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, usesale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyer of valid ownership of the Acquired Assets; (iv) the Buyer will execute and deliver to the Seller an assignment and assumption agreement substantially in the form of the agreement attached as Exhibit B and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer will pay the cash portion of the Purchase Price to the Seller, payable by wire transfer or otherwise on other delivery of immediately available funds to an account designated by the Seller; (vi) the Buyer will pay the Share portion of this Agreement or the transactions contemplated Purchase Price by this Agreementdelivery of stock certificates representing the Shares; and (vii) the Buyer will execute and deliver to the Seller the Promissory Note.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP Buyer in New York, New York, at Denver, Colorado at 9:00 a.m. 10:00 A.M. on the later third Business Day following full satisfaction or due waiver of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction all of the closing conditions set forth in Article VIII II hereof (other than those to be satisfied at the “Closing Date”Closing) or at such other place and on such other date as may be is mutually agreeable to Buyer and Seller. The date of the Closing is herein referred to as the “Closing Date.” Unless otherwise mutually agreed by the Buyers and parties in writing, the Sellers, in which case Closing Date means the date so agreed. The Closing will shall be effective for economic purposes hereunder as of the close of business (such time, the “Effective Time”) on July 31, 2006 (such date, the Closing “Effective Date”). (b) Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date: (i) the Sellers will Seller shall deliver to Buyer stock certificates (or their substitute for non-stock entities), if any, representing the Buyers:Shares duly endorsed for transfer or accompanied by duly executed stock powers; (ii) Buyer shall deliver: (A) a certificate of an appropriate officer of each to Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version amount of the Disclosure Schedule (Purchase Price less the “Closing Update”), prepared as though this Agreement has been dated as WCA Escrow Amount by wire transfer of the Closing Date, a good faith draft of which will have been submitted immediately available funds to Buyers one or more accounts designated by Seller to Buyer in writing no later than five two Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of to the UPC-Related Payment, escrow agent the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, WCA Escrow Amount by check or wire transfer of immediately available funds to the an account designated by the USE for such purposeescrow agent pursuant to Section 1.04; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (fiii) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or make such other similar Tax that may be imposed deliveries as are required by any Governmental Entity and in connection accordance with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this AgreementArticle II hereof.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at DenverWilmerHale in Boston, Colorado Massachusetts commencing at 9:00 a.m. local time on the later date of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII this Agreement (the “Closing Date”) or ). All transactions at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Dateshall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will Seller shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 4.1; (ii) the Buyers will Buyer shall deliver to the Sellers: (A) Seller the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 4.2; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A, one or more patent assignments in substantially the form attached hereto as Exhibit B) payment , and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purposeAcquired Assets; (Civ) for each the Buyer Party, shall execute and deliver to the text Seller an instrument of assumption in substantially the form attached hereto as Exhibit C and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer PartyAssumed Liabilities; (Dv) the Royalty Agreement, duly executed by Uranium One UtahBuyer and the Seller shall execute and deliver a termination of the Collaboration Agreements effective as of the Closing; (Evi) the Assignment Buyer and Assumption Agreementthe Seller shall execute a joint instruction mutually agreeable to the parties to Iron Mountain Intellectual Property Management, duly executed Inc. to terminate the Preferred Escrow Agreement dated as of April 20, 2004, as amended, by Buyersand among the Seller, the Buyer and Iron Mountain Intellectual Property Management, Inc. and directing the deposit materials held in escrow be delivered to the Buyer; (vii) the Buyer shall pay to the Seller the Closing Date Payment; (viii) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature; and (Fix) if not contained in the Assignment Buyer and Assumption, assumptions of leases or the Seller shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions transaction contemplated by this Agreement (the “"Closing”") will shall take place at the offices of DEpstein, Becker & Green, P.C. at ▇▇ ▇▇▇▇▇ & We S▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30Boston, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the SellersMA 02109, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇.▇., in ▇▇▇ Purchaser's lender, at 10:00 AM on August 31, 1998 or at such other place or on such other date as may be mutually agreeable to the forms approved Seller and the Purchaser. The time and date of the Closing are referred to Buyers;herein as the "Closing Date." At the Closing: (Ma) appropriate instruments Each of transfer for Acquired Assets subject the Seller and the Purchaser will execute and deliver to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate Contract Manufacturing Agreement in the form of attached hereto as Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of B (the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel"Manufacturing Agreement"). (iib) Each of the Buyers Seller and the Purchaser will execute and deliver to the Sellers: (A) the Purchase Price Shares registered other a Proprietary Rights Agreement in the name of USE, acting form attached hereto as agent for Exhibit C (the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this "Proprietary Rights Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel". (c) All items delivered by Each of the parties at Seller and the Closing Purchaser will be deemed execute and deliver to have been delivered simultaneouslythe other a Transition Services Agreement in the form attached hereto as Exhibit D (the "Transition Services Agreement," and together with this Agreement, the Manufacturing Agreement, and no items will be deemed delivered or waived until all have been deliveredthe Proprietary Rights Agreement, the "Transactional Documents"). (d) Notwithstanding any investigation made by or on behalf of any Each of the parties Seller and the Purchaser will execute and deliver to the other a certificate of its Secretary certifying (i) attached copies of its Certificate of Incorporation and by-laws, (ii) copies of the resolutions of its Board of Directors and (if required) stockholders, respectively, authorizing this Agreement or and the results other Transactional Documents and the transactions contemplated hereby and thereby, and (iii) the incumbency and signatures of its officers executing any such investigation and notwithstanding the fact ofagreement, instrument, certificate, or the participation of such party in, the Closing, the representations, warranties and agreements other document in this Agreement will survive connection with the Closing. (e) The Confidentiality Agreement Purchaser will terminate effective deliver to the Seller a written legal opinion of the Purchaser's in-house legal counsel, addressed to the Seller, dated as of the Closing Date., and substantially in the form attached hereto as Exhibit E. (f) Buyer The Seller will deliver to the Purchaser a written legal opinion of the Seller's in-house legal counsel, addressed to the Purchaser and Seller shall each be responsible for their own salesits senior lender, useBankBoston, transferN.A., vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with dated as of the ClosingClosing Date, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to substantially in the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.form attached hereto as Exhibit F.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denverthe Buyer in Reston, Colorado Virginia commencing at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business local time on the Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will Seller shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 5.2; (ii) the Buyers will Buyer Parent and the Buyer shall deliver to the Sellers: (A) Seller the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 5.3; (Biii) payment the Seller shall execute and deliver to the Buyer a bill of sale in substant▇▇▇▇y the form attached hereto as Exhibit C, one or more trademark assignments in substantially the form attached hereto as Exhibit D, and such other instruments of conveyance (such as real estate deeds, assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the UPC-Related Payment, Acquired Assets; (iv) the Reimbursable Expenses Buyer shall execute and deliver to the Property Acquisition Expenses Seller an instrument of assumption in substantially the form attached hereto as Exhibit E and such other instruments as the Seller may reasonably request in order to USE, acting as agent for effect the Sellersassumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to or at the direction of the Seller, by check or wire transfer of immediately available funds to the an account or accounts designated by the USE for such purposeSeller, the Closing Payment set forth in Section 1.3, less the amounts to be deposited in escrow pursuant to Section 1.4; (Cvi) for each Buyer Partythe Buyer, the text Seller and the Escrow Agent shall execute and deliver each of the resolutions adopted by Closing Working Capital Escrow Agreement and the board of directors of Buyer Party authorizing the execution, delivery and performance of this Indemnification Escrow Agreement, certified by an appropriate officer of and the Buyer Partyshall deposit funds with the Escrow Agent in accordance with Section 1.4; (Dvii) the Royalty AgreementSeller shall deliver to the Buyer, duly executed by Uranium One Utah; (E) or otherwise put the Assignment Buyer in possession and Assumption Agreementcontrol of, duly executed by Buyersall of the Acquired Assets of a tangible nature; and (Fviii) if not contained in the Assignment Buyer and Assumption, assumptions of leases or the Seller shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing (the "Closing") shall take place simultaneously with the execution and delivery of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and JO'S▇▇▇▇▇▇▇ ▇▇P, 30 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (b) The obligation of each Purchaser to purchase and pay for the New Debentures to be purchased hereunder at the Closing is subject to the delivery by the Issuers of the following items (unless waived by such Purchaser): (i) the New Debentures, which New Debentures shall have been duly authorized, executed and delivered by the Issuers and shall be in full force and effect and enforceable against the forms approved to BuyersCompany in accordance with their terms; (Mii) appropriate instruments of transfer for Acquired Assets subject to certificate of titlethe Warrants, which Warrants shall have been duly authorized, executed and delivered by each Sellerthe Company and shall be in full force and effect and enforceable against the Issuer in accordance with their terms; (Niii) the Royalty Agreementopinion of Bin▇▇▇▇ ▇▇▇▇ ▇▇P, duly executed by USEcounsel to the Company, addressed to the Purchasers, dated as of the closing, in substantially the form attached hereto as Exhibit G; and (iv) evidence satisfactory to the Purchasers that the Company has reserved the New Debenture Shares for issuance upon conversion of the New Debentures; (Ov) any other instruments evidence satisfactory to the Purchasers that the Company has reserved the Warrant Shares for issuance upon exercise of transfer reasonably requested by Buyersthe Warrants; (vi) the Fifth Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit C (the "Fifth Amended and Restated Registration Rights Agreement"), which Fifth Amended and Restated Registration Rights Agreement shall have been duly authorized, executed and delivered by the SellersCompany and shall be in full force and effect and enforceable against the Company in accordance with its terms; (vii) the Security Agreement in substantially the form attached hereto as Exhibit D (the "Security Agreement") and the Collateral Agency and Intercreditor Agreement in substantially the form attached hereto as Exhibit E (the "Collateral Agency and Intercreditor Agreement"), each of which shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms; (viii) the Subordination Agreement in substantially the form attached hereto as Exhibit F (the "Subordination Agreement"), which Subordination Agreement shall 11 12 have been duly authorized, executed and delivered by SVB and shall be in full force and effect and enforceable against SVB in accordance with its terms; (ix) all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation, counterpart forms the consent and authorization of transfer and assignment required by Governmental Entitiesthe NASD; (Px) duly executed copies receipt of all agreementsrevised cash flow budget through December 31, instruments2001, certificates and other documents necessary or appropriate acceptable to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; andPurchasers; (Qxi) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance evidence reasonably satisfactory to Buyers and Buyers’ counselthe Purchasers that the Company has made arrangements to provide notice to the Company's shareholders pursuant to NASD Rule 4350(i)(2). (iixii) the Buyers will deliver evidence satisfactory to the Sellers:Purchasers of the filings of all UCC-1 Financing Statements and any other required security interest filings, which Financing Statements and other filings provide the Purchasers with a perfected security interest in the Collateral (as defined in the Security Agreement); (xiii) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing and certifying on behalf of the Company: (A) that attached thereto is a true, correct and complete copy of each of the Purchase Price Shares registered Fundamental Documents of the Company as in effect on the name date of USE, acting as agent for the Sellers; such certification; (B) payment that attached thereto is a true, correct and complete copy of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the all resolutions adopted by the board Board of directors Directors (and any committees thereof) of Buyer Party the Company authorizing (1) the execution, delivery and performance of this Agreementthe Financing Documents, certified by an appropriate officer (2) the issuance, sale and delivery of Buyer Partythe New Debentures, and (3) the reservation of the New Debenture Shares for issuance upon conversion of the New Debentures, and that all such resolutions in (1), (2) and (3), are in full force and effect; and (C) the incumbency and specimen signature of all officers of the Company executing the Financing Documents, and any certificate or instrument furnished pursuant hereto; (Dxiv) a certification by another officer of the Royalty Agreement, duly executed by Uranium One UtahCompany as to the incumbency and signature of the officer signing the certificate referred to in clause (xiii); (Exv) a duly authorized, executed and delivered copy of each of the Assignment other Financing Documents, if any, which shall be in full force and Assumption Agreementeffect and shall be enforceable against the Issuers or the Company, duly executed by Buyersas the case may be, and such parties in accordance with their respective terms; (xvi) a telegram, telex or other acceptable method of confirmation from the Secretaries of State of the States of Delaware and Massachusetts dated on the Closing as to the continued good standing of the Company and from the Secretaries of State of the State of Washington as to the due incorporation and good standing of eXstatic, as applicable; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the terms and conditions set forth in this Agreement, the initial closing shall occur on the sale by the Company of at least the Minimum Amount under this Agreement and shall take place at such time and place as the Company and Maxim Group LLC, as placement agent (“Maxim”) may designate (the “Initial Closing,” and the date on which the Initial Closing occurs, the “Initial Closing Date:”). Following the Initial Closing Date, and up to May 31, 2007 (the “Termination Date”), the Company may hold additional closings (each, with the Initial Closing, a “Closing”, and each such date, with the Initial Closing Date, a “Closing Date”) until the earlier of: (i) such time as the Company has sold up to the Maximum Amount or (ii) the Termination Date. The Termination Date shall be subject to extension by agreement between the Company and Maxim for up to an additional 30 days without notice to investors. Each Purchaser acknowledges that no assurances can be given that either the Minimum Amount or the Maximum Amount will be sold. (b) At or prior to the Closing, the Company shall deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) copies of the Sellers will deliver to executed instruments evidencing the Buyers: (A) a certificate Convertible Debenture and Warrants being purchased by such Purchaser, registered in the name of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfiedsuch Purchaser; (Bii) this Agreement duly executed by the Company; (iii) a certificate, executed by an updated version authorized officer of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been Company and dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days Date in the form previously provided on or prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted date hereof by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, counsel to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted EncumbrancesPurchasers; and (Qiv) a FIRPTA certificate in the form legal opinion of Exhibit G, duly executed by each Seller, counsel for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions the Company addressed to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be Purchasers in form and substance reasonably satisfactory to Buyers and Buyers’ counselcounsel to the Purchasers. (c) At or prior to the Closing, each Purchaser shall deliver or cause to be delivered the following (the “Purchaser Deliverables”): (i) the payment of the aggregate purchase price for the Units by check or wire transfer, as specified in Exhibit A, delivered to the Escrow Agent; (ii) this Agreement duly executed by such Purchaser and delivered to the Buyers will Company. The parties hereto acknowledge and agree that the Company Deliverables and the Purchaser Deliverables may be delivered prior to the Closing via facsimile or other electronic copy and shall be held in escrow by the parties hereto until Closing. Promptly following the applicable Closing, the Company shall deliver to each of the Sellers: (A) Purchasers an original instrument evidencing the Purchase Price Shares Convertible Debenture and Warrants being purchased by such Purchaser, registered in the name of USE, acting as agent for such Purchaser. Each Purchaser hereby authorizes and directs the Sellers; (B) payment of Company to deliver the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses Securities to USE, acting as agent for the Sellers, by check or wire transfer be issued to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions Purchaser pursuant to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required directly to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory residential or business address indicated on the signature page hereto or to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or Maxim on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the ClosingPurchaser. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement sale and transfer of the Stock hereunder (the “"Closing”") will shall take place at the offices of Dthe Company, at 10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and the Seller shall mutually agree. The Closing shall be effectuated as follows: (a) Seller shall cause to be delivered to each Buyer, via Federal Express: (i) a stock power, executed by the applicable Subsidiary, transferring to such Buyer the number of shares of the Stock to be sold to it hereunder and a letter of instruction to the Company's transfer agent to effectuate such transfer of the Stock on the stock books of the Company. Each share certificate issued to a Buyer hereunder shall only be issued in the name of the Buyer (as set forth beneath the Buyer's signature on page 3 hereof); and (ii) an opinion of ▇▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel to the Seller, to the effect that this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of Seller enforceable in accordance with its terms, and Seller has the forms approved full requisite power and authority to Buyers;transfer and deliver (through the Subsidiaries) the Stock to the Buyers pursuant hereto. (Mb) appropriate instruments The Company and Buyers shall have executed and delivered a Put Agreement, in form and substance satisfactory to each party, providing the option to the Buyers to sell to the Company, at a price of transfer for Acquired Assets subject to certificate $6.00 per share, the Stock acquired hereunder, which option must be exercised, if at all, during the 20 day period following the date of title, duly executed by each Seller;the Closing. (Nc) Seller shall cause to be delivered to the Royalty Agreement, duly executed by USE; (O) any other instruments Escrow Agent a certified copy of transfer reasonably requested by Buyers, duly executed resolutions adopted by the Sellers, including, without limitation, counterpart forms Board of transfer and assignment required by Governmental Entities; (P) duly executed copies Directors of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of Company approving the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required authorizing the Company to effect file a Registration Statement on Form S-3 to register the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment shares of the UPC-Related PaymentStock purchased hereunder under the Securities Act of 1933, as amended (the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered"Securities Act"). (d) Notwithstanding any investigation Seller shall cause to be delivered to the Escrow Agent a certification confirming that (i) the deliveries specified in subparagraph 2(a) above have been made and (ii) the agreement specified in subparagraph (b) above has been executed and delivered by or on behalf of any of the parties thereto, and authorizing the Escrow Agent to release all monies being held pursuant to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closingto Seller. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇WilmerHale at ▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ commencing at 9:00 a.m. local time on the Closing Date, provided that all transactions at the Closing shall be deemed to take place simultaneously as of 12:01 a.m. local time on the Closing Date, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing, the Seller shall deliver to the Buyer: (i) the ▇▇▇▇ of Sale attached hereto as Exhibit B, duly executed by the Seller; (ii) the Trademark Assignment attached hereto as Exhibit C, duly executed by the Seller; (iii) the Key Personnel Arrangements, duly executed by each Person (other than the Buyer) party thereto; (iv) the Escrow Agreement, duly executed by the Seller; (v) an acknowledgement, in form and substance satisfactory to the Buyer, duly executed by Upswing CRM, LLC and the Seller; (vi) a certificate executed by the Manager of the Seller certifying that attached thereto are (A) a true, complete and correct copy of the certificate of formation of the Seller, as amended or restated, as in effect on the Closing Date, as certified by the Secretary of State of the State of Delaware as of a date no more than five (5) business days prior to the Closing Date, (B) a true, complete and correct copy of the limited liability company operating agreement of the Seller, as amended or restated, as in effect on the Closing Date, (C) true, complete and correct copies of resolutions of the sole manager of the Seller and the members of the Seller entitled to vote, in each case authorizing the Seller’s execution and delivery of this Agreement and each Ancillary Agreement to which the Seller is a party, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby, which resolutions have not been modified, rescinded or revoked and remain in full force and effect as of the Closing Date, (D) specimen signatures of the officers or manager of the Seller authorized to sign this Agreement and each Ancillary Agreement to which the Seller is a party and (E) a certificate issued by the Secretary of State of the State of Delaware (and the appropriate authority of each other jurisdiction in which the Seller is qualified to do business), certifying as of a date no more than five (5) business days prior to the Closing Date that the Seller is in good company and tax standing under the laws of such jurisdiction; (vii) evidence satisfactory to the Buyer that the Consulting Agreements have been terminated in accordance with their respective terms (other than with respect to the rights of the Seller that survive such termination); (viii) evidence that the Lease (as amended) provides for a month-to-month tenancy on terms and conditions reasonably satisfactory to the Buyer; (ix) a certificate, in form and substance acceptable to the Buyer, duly executed by the Seller certifying that the Seller is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code; (x) duly executed written instruments, in form and substance satisfactory to the Buyer, releasing any Security Interest on any Acquired Asset, and authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any Security Interest so released; (xi) evidence satisfactory to the Buyer that Seller has complied with all applicable bulk transfer laws; (xii) evidence that all consents, waivers, approvals or authorizations of and filings or notices of or with any Person necessary or advisable in connection with the consummation by the Seller of the transactions contemplated by this Agreement have been obtained or made, as applicable; (xiii) a Certificate of Amendment to Certificate of Formation (the “Certificate of Amendment”), changing the company name of the Seller to “Goat Town Ventures, LLC” or another name that does not include the word “BANTAM” or any name confusingly similar thereto, duly executed by the Seller; (xiv) a certificate of insurance satisfying the applicable requirements of the Lease with respect to the period prior to the Closing; (xv) (A) wire transfer instructions for the payment of all Seller Transaction Expenses owing to any Person as of the Closing (such amount payable to such Persons, as reflected in such instructions, the “Seller Transaction Expenses Payoff Amount”), (B) pay-off letters executed by each Person to whom any Seller Indebtedness is owed (whether or not due) as of the Closing and wire transfer instructions for the payment of such Seller Indebtedness to such Persons (such amount payable to such Persons, as reflected in such instructions, the “Seller Indebtedness Payoff Amount”), and (C) wire transfer instructions for the delivery to the Seller of the Initial Payment; (xvi) all of the Acquired Assets of a tangible nature (or otherwise put the Buyer in possession and control of such Acquired Assets); (xvii) a Receipt and Acknowledgment acknowledging the Buyer’s delivery of each of the deliverables of the Buyer described in Section 2.3(c), duly executed by the Seller; and (xviii) a Receipt and Acknowledgment, duly executed by each of Next Level Ventures, LLC and ▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers;. (Mc) appropriate instruments of transfer for Acquired Assets subject At the Closing, the Buyer shall: (i) deliver to certificate of titlethe Seller, the Assumption Agreement attached hereto as Exhibit D, duly executed by each Sellerthe Buyer; (Nii) deliver to the Royalty Seller copies of the Key Personnel Arrangements, duly executed by the Buyer; (iii) deliver to the Seller, the Escrow Agreement, duly executed by USEthe Buyer and the Escrow Agent; (Oiv) any other instruments of transfer reasonably requested by Buyersdeposit with the Escrow Agent the Escrow Amount, duly executed to be held by the SellersEscrow Agent in escrow pursuant to the Escrow Agreement as the initial but non-exclusive source for the payment and satisfaction of the Seller’s indemnification obligations under Article VI, including, without limitation, counterpart forms of transfer to be disbursed as and assignment required by Governmental Entitiesto the extent provided in the Escrow Agreement; (Pv) duly executed copies of all agreementspay, instrumentsin accordance with the wire transfer instructions delivered to the Buyer pursuant to Section 2.3(b)(xv)(A), certificates the Seller Transaction Expenses Payoff Amount; (vi) pay, in accordance with the wire transfer instructions and other documents necessary or appropriate payoff letters delivered to release any and all Encumbrances against the Acquired AssetsBuyer pursuant to Section 2.3(b)(xv)(B), other than Permitted Encumbrancesthe Seller Indebtedness Payoff Amount; and (Qvii) a FIRPTA certificate in pay to the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection accordance with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver wire transfer instructions delivered to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related PaymentBuyer pursuant to Section 2.3(b)(xv)(C), the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselInitial Payment. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement sale and purchase of the Assets (the “Closing”) will shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30(i) sixty (60) days after the Effective Date and (ii) three (3) Business Days after the date on which the Shareholder Approval is obtained (the “Initial Closing Date”); provided, 2007 or however, Seller shall have the right to adjourn the Initial Closing Date as soon thereafter provided in Section 8.3(a) hereto (the Initial Closing Date, as reasonably possible following satisfaction of the conditions set forth in Article VIII (same may be extended pursuant to this Section 2.3(a) and/or Section 8.3(a), being hereinafter referred to as the “Closing Date”) or at ). TIME SHALL BE OF THE ESSENCE WITH RESPECT TO BUYER’S AND SELLER’S OBLIGATIONS UNDER THIS AGREEMENT (subject to such other place and on such other date as may be mutually agreed by adjournments of the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Dateare expressly permitted by this Agreement). (b) Subject to Notwithstanding the conditions set forth foregoing, in this Agreementthe event that Shareholder Approval is not obtained before August 19, on 2018 (the “Outside Closing Date: ”), Buyer shall have the right to terminate this Agreement upon written notice to Seller and upon such termination (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Money shall be immediately returned to Buyer, in (ii) Seller shall pay to Buyer within five (5) Business Days of the forms approved Outside Closing Date an amount equal to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed all out-of-pocket costs and expenses incurred by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer Buyer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken its Affiliates in connection with consummation of the transactions contemplated by this Agreement hereunder (the “Reimbursement Amount”) and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (iiiii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses parties shall not have any further rights or obligations hereunder except such rights and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance obligations that expressly survive termination of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at The Closing shall be held on the Closing will Date at 3:00 P.M. (New York Time) by mutually acceptable escrow arrangements. There shall be deemed to have been delivered simultaneously, no requirement that Seller and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with physically attend the Closing, and Buyers all funds and documents to be delivered at the Closing shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect delivered to the purchase Escrow Agent unless the parties hereto mutually agree otherwise. Buyer and sale of Seller hereby authorize their respective attorneys to execute and deliver to the Acquired Assets, Escrow Agent any additional or otherwise on account supplementary instructions as may be necessary or convenient to implement the terms of this Agreement or and facilitate the closing of the transactions contemplated by hereby, provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

The Closing. (a) The closing consummation of the transactions contemplated by this Agreement shall constitute the closing (the “"Closing”") will which shall take place at a time and on a date mutually agreed upon by the parties which shall not be later than the date that is the second business day after all the conditions set forth in Article VII shall have been satisfied or waived, unless another time and/or date is agreed to in writing by the parties (the "Closing Date"). The Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, in Boston, Massachusetts, or at such other place as the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2parties may mutually determine. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.: (ei) The Confidentiality Agreement will terminate effective as of BMR shall deliver to Buyer the Closing Date.various certificates, instruments and documents referred to in Section 7.01; (fii) Buyer shall deliver to BMR the various certificates, instruments and Seller documents referred to in Section 7.02; (iii) BMR shall each be responsible for their own salesexecute and deliver to Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A (the "▇▇▇▇ of Sale") and such other instruments of conveyance (such as assigned certificates or documents of title, useassigned negotiable instruments and stock transfer powers) as Buyer may reasonably request in order to effect the sale, transfer, vehicle transferconveyance and assignment to Buyer of valid ownership of the BMR Assets; (iv) Buyer shall execute and deliver to BMR an instrument of assumption in substantially the form attached hereto as Exhibit B (the "Instrument of Assumption") and such other instruments as BMR may reasonably request in order to effect the assumption by Buyer of the Assumed Obligations; (v) Buyer shall pay to BMR, stamp, conveyance, value added payable by wire transfer or other similar Tax that may be imposed delivery of immediately available funds to an account designated by any Governmental Entity BMR, the Unadjusted Consideration set forth in connection Section 2.06 (subject to adjustment pursuant to the provisions of Section 2.07(a) above), less (i) the Escrow Amount and (ii) the CT Management, Inc. Payment; (vi) Buyer shall pay to CT Management, Inc., payable by wire transfer or other delivery of immediately available funds to an account designated by BMR, the CT Management, Inc. Payment; (vii) Buyer, BMR and the Escrow Agent shall execute and deliver an escrow agreement substantially in the form attached hereto as Exhibit C (the "Escrow Agreement"), and Buyer shall deposit funds with the Closing, and Buyers Escrow Agent in accordance with Section 2.09; (viii) BMR shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect deliver to the purchase and sale of the Acquired AssetsBuyer, or otherwise on account put Buyer in possession and control of, all of this Agreement or the transactions contemplated by this Agreement.BMR Assets of a tangible nature;

The Closing. (a) The closing of the transactions contemplated by this Section 1.1 of this Agreement and the agreements and documents referred to in this Section 1.1 (the “First Closing”) will shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP Global in Raleigh, North Carolina, by mail, courier and/or fax, commencing at Denver4:00 p.m. local time on July 15, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) 2005 or at such other place date and on such other date time as may be mutually agreed upon by Global and Timeline (the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the “First Closing Date. (b) Subject to ”). At the conditions set forth in this Agreement, on the Closing DateFirst Closing: (i) the Sellers will Timeline shall execute and deliver to the Buyers: Buyer a ▇▇▇▇ of sale in the form attached hereto as Exhibit A-1 (A) the “First Acquisition ▇▇▇▇ of Sale”), transfers of the Shares in favor of the Buyer, or a certificate nominee specified by the Buyer for the purpose, in the form attached hereto as Exhibit A-2 (the “Share Transfers”), and such other instruments of an appropriate officer conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of each Seller dated valid ownership of the Closing Date stating that the conditions set forth in Section 8.1 have been satisfiedFirst Acquisition Acquired Assets; (Bii) an updated version Timeline shall deliver to the Buyer, or otherwise shall put the Buyer in possession and control of, all of the Disclosure Schedule First Acquisition Acquired Assets of a tangible nature; (iii) Timeline shall execute and deliver to the Buyer, and the Buyer shall execute and deliver to Timeline, the Source Code License; (iv) The Buyer shall deliver to Timeline the First Acquisition Cash Consideration; (v) The Buyer shall execute and deliver to Timeline the First Acquisition Note; (vi) Global shall execute and deliver to Timeline the Guaranty in the form attached hereto as Exhibit E (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption AgreementGlobal First Acquisition Guaranty”); (Kvii) assignments of agreements, instruments, certificates Counsel to Timeline shall execute and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and deliver to the SoftwareBuyer a legal opinion in form and substance reasonably acceptable to Buyer and Timeline (the “First Closing Legal Opinion”); (Lviii) Timeline and the UK Subsidiary shall deliver to the Buyer, and the Buyer and Global shall deliver to Timeline, the various other certificates, instruments and documents referred to in Section 6.1; (ix) Timeline shall deliver to the Buyer the share certificates representing the Shares, or affidavits of lost certificates; (x) Timeline shall deliver to the Buyer the resignation of the officers and directors of the U.K. Subsidiary; (xi) Timeline shall deliver to the Buyer all consents and waivers needed pursuant to the UK Subsidiary’s articles of association or otherwise for the valid sale of the Shares to the Buyer and the registration of the Buyer as the holder of the Shares in accordance with this Agreement; (xii) Timeline shall deliver to the Buyer a ratification power of mining lease and a ratification attorney in favor of surface owner’s agreementthe Buyer in the form attached hereto (together with the form of share transfers) as Exhibit A-2, duly executed by ETimeline as a deed; (xiii) Timeline shall deliver to the Buyer validly adopted resolutions of itself as the sole shareholder and member of the UK Subsidiary approving the election of an additional director to the UK Subsidiary’s Board of Directors (the “Additional Timeline-Designated Director”), and waivers or consents necessary to allow the transfer of the Shares in a manner not in conflict with the articles of association or other governing documents of the UK Subsidiary; (xiv) If required by Buyer, Timeline shall deliver to the Buyer a completed and executed Form 288A for the Additional Timeline-Designated Director; (xv) Timeline shall deliver to the Buyer validly adopted resolutions of the directors of the UK Subsidiary approving the entering into of the Timeline Assignment and Assumption Agreement; (xvi) That certain Security Agreement dated June 1, 2005 executed by Timeline in favor of Global shall be terminated, and the Bridge Note shall be cancelled, and Global shall authorize Timeline to take all necessary action to terminate the security interests granted thereby, including filing termination statements with the appropriate filing offices. The First Acquisition ▇▇▇▇ ▇▇▇ of Sale, the Share Transfers, the Source Code License, the First Acquisition Note, the Global First Acquisition Guaranty and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested documents executed or delivered by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate any Party pursuant to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken this Agreement in connection with consummation of the First Closing or in connection with the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of First Closing shall be referred to as the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement“First Acquisition Ancillary Documents.”

The Closing. (a) The Subject to the terms and conditions set forth herein, the closing (the "Closing") of the transactions contemplated by purchase, sale, assignment and conveyance of the Assets and the assumption of the Liabilities pursuant to this Agreement (the “Closing”) will shall take place at the offices of D▇▇Sidley & Austin, ▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ on August 25, in 1998, or, if the forms approved conditions pursuant to Buyers;Section 9.01 are not satisfied by such date then on the date five (5) business days after such conditions are satisfied, or on such other date as the parties may agree (the "Closing Date"). Sellers and Purchaser shall communicate with each other regarding the status and completion of the conditions that are to be satisfied pursuant to Section 9.01. (Mb) appropriate instruments At the Closing, Purchaser shall pay to MobileMedia Communications on behalf of Sellers an amount equal to the Purchase Price in immediately available federal funds by wire transfer for Acquired Assets subject to certificate of title, duly executed by each Seller;such account as MobileMedia Communications shall designate. (Nc) At the Royalty AgreementClosing, duly executed by USE;MobileMedia Communications (or one or more successors, assigns or Affiliates of MobileMedia Communications as applicable) and Purchaser shall execute and deliver the Master Lease. (Od) any other instruments of transfer reasonably requested by BuyersAt the Closing, duly executed by the Sellers, including, without limitation, counterpart forms of transfer Sellers and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates Purchaser shall execute and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) deliver a FIRPTA certificate General Assignment And ▇▇▇▇ Of Sale substantially in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of B hereto (the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel"General Assignment And ▇▇▇▇ Of Sale"). (iie) At the Buyers will Closing, Sellers and Purchaser shall execute and deliver to the Sellers: (A) the Purchase Price Shares registered a Liabilities Assumption Agreement substantially in the name form of USE, acting as agent for Exhibit C hereto (the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and "Liabilities Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel"). (cf) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, with respect to any Real Property regarding which the representationstitle company of Purchaser issues a policy to Purchaser confirming that one or more Sellers is the fee owner thereof, warranties the applicable Sellers shall execute and agreements deliver to Purchaser, in this Agreement will survive recordable form, special warranty deeds (or the local equivalent) conveying such Seller's interest in the Real Property to Purchaser, and Purchaser (at its expense as to recordation fees) shall promptly cause the appropriate recordation of such deeds, subject to Sections 7.09(b) and 7.09(c) in the event that such Seller is unable to provide such recordable deeds at the Closing. (eg) The Confidentiality Agreement will terminate effective as At the Closing, each of the Closing Dateapplicable Sellers shall execute and deliver to Purchaser, in recordable form, assignments for each Ground Lease, and Purchaser (at its expense as to recordation fees) shall promptly cause the appropriate recordation of such assignments. (fh) Buyer At the Closing, MobileMedia Communications on behalf of Sellers shall pay to Purchaser an amount equal to the amount, if any, of any Post- Closing Period Revenue Leases Prepaid Rent. (i) At the Closing, Purchaser shall pay to MobileMedia Communications on behalf of Sellers an amount equal to the amount, if any, of any Post-Closing Period Ground Leases Prepaid Rent. (j) At the Closing, as applicable, each party shall pay to the other party the amount or amounts, if any, as are required to be paid as prorations for certain costs, expenses and charges pursuant to Section 7.07(c). (k) This Section 3.01(k) shall be subject to Sections 3.01(f), 3.01(g) and 3.01(r). At or prior to the Closing, Purchaser shall pay or cause to be paid (either to the appropriate taxing authority, or to the applicable Seller shall each be responsible for their own payment by such Seller to the appropriate taxing authority, as the case may be) all transfer, stamp, sales, use, transferexcise or similar taxes or duties, vehicle transferand any applicable escrow fees or similar charges, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity payable in connection with the sale, assignment or conveyance of such Seller's interest in and to the Assets or the assumption of the Liabilities hereunder to the extent not covered by section 1146(c) of the Code (collectively "Transfer Taxes And Charges"). At the Closing, Sellers shall reimburse Purchaser in the amount of fifty percent (50%) of the Transfer Taxes And Charges. Notwithstanding the foregoing, in the event that any deed recordation fees or escrow fees or similar charges are not due and payable until after the Closing, Purchaser may elect to pay such fees or charges when due, rather than at or prior to the Closing, and Buyers in such event Sellers shall be responsible for all recording reimburse Purchaser in the amount of fifty percent (50%) of such fees or filing feescharges promptly after Purchaser's payment of the same and Purchaser's notifying Sellers of such payment and providing Sellers appropriate supporting documentation with respect thereto. If Purchaser receives any refunds, notarial fees and other credits, rebates or similar costs of Closing payments with respect to the purchase any Transfer Taxes and sale Charges, Purchaser shall as soon as reasonably practicable remit fifty percent (50%) of the Acquired Assetsamount thereof to MobileMedia Communications on behalf of Sellers. (Any payments by Sellers to Purchaser under this Section 3.01(k) may be paid by MobileMedia Communications on behalf of Sellers.) (l) At the Closing, MobileMedia Communications on behalf of Sellers shall return the Letter of Credit to Purchaser. (m) At or prior to the Closing, each Seller shall deliver the applicable items which are to be delivered by such Seller pursuant to Sections 7.08(a) and 7.08(b). (n) At the Closing, each Seller shall deliver the applicable documents and materials, or otherwise on account copies thereof, which are listed in clause (vii) of this Agreement the definition of Assets in Section 1.01. (o) At or prior to the transactions Closing, Purchaser shall deliver to Sellers resale certificates for each state or local jurisdiction in which Purchaser will either resell or lease any Asset that is treated as tangible personal property under any applicable sales, use, excise or similar tax laws. (p) As applicable, each Seller shall deliver to Purchaser certificates certifying that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code. (q) Subject to the terms hereof, Sellers shall deliver revised Schedules II and III, as applicable. (r) At the Closing (or soon as reasonably practicable thereafter as to non-Owned Sites), Purchaser and Lessee shall prepare a memorandum of the Master Lease for recordation in the appropriate jurisdictions, at Lessee's expense as to recordation fees (except to the extent that the parties are unable to effect such recordation as to non-Owned Sites). (s) At the Closing, as applicable, Purchaser shall deliver to the Lessee nondisturbance agreements and similar agreements pursuant to Section 18 of the Master Lease. (t) At the Closing, a Seller and Purchaser shall execute a lease for Site 61 (Greensboro, NC) as contemplated by this Agreementthe Disclosure Schedule. (u) At or prior to the Closing, Sellers will provide Purchaser a complete list of paging terminals that are excluded from the Assets as contemplated by the Disclosure Schedule.

The Closing. (a) The closing of the transactions contemplated sale and transfer of the Shares by this Agreement Seller to Purchaser (the “Closing”) will shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP Seller at Denver10:00 am (New York City time), Colorado at 9:00 a.m. on not later than four Business Days following the later satisfaction or waiver of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the all conditions set forth in Article VIII VI (other than those conditions that are to be satisfied at Closing, but subject to the “Closing Date”) waiver or at such other fulfillment of those conditions), unless another date or place and on such other date as may be mutually is agreed in writing by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as each of the close of business on the Closing Dateparties hereto. (b) Subject to At the conditions set forth in this AgreementClosing, on the Closing DatePurchaser shall: (i) the Sellers will deliver an amount equal to the Buyers: (ABase Purchase Price minus the Escrow Amount by wire transfer of immediately available U.S. funds to a an account(s) a certificate of an appropriate officer of each specified in writing by Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five at least four Business Days prior to the Closing Date; (Cii) for each Seller, the text deposit a cash amount equal to 10% of the resolutions adopted Transaction Value (the “Escrow Amount”) in an escrow account (the “Escrow Account”), to be retained and distributed by the board of directors of the Seller Citibank, N.A. (or such other Person as is mutually agreed by Seller and Purchaser), as escrow agent (the management committee in “Escrow Agent”), pursuant to the case of USE/CC) authorizing the execution, delivery and performance terms of this Agreement, certified by Agreement and an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property escrow agreement substantially in the form of attached hereto as Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 A (the “Assignment and Assumption Escrow Agreement”); (Kiii) assignments of agreements, instruments, certificates and other documents necessary or appropriate, deliver to Seller the certificate specified in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted EncumbrancesSection 6.3(c); and (Qiv) deliver to Seller a FIRPTA certificate in copy of each of the form of Exhibit G, Escrow Agreement and the Section 116 Escrow Agreement duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselPurchaser. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.Seller shall: (ei) The Confidentiality Agreement will terminate deliver to Purchaser, or its Subsidiary designated in writing by Purchaser, one or more certificates representing all the Shares, each such certificate to be duly and validly endorsed in favor of Purchaser or accompanied by a separate stock power duly and validly executed by Seller and otherwise sufficient to vest in Purchaser legal and beneficial ownership of such Shares, free and clear of all Encumbrances; (ii) deliver to Purchaser duly executed resignations and releases from the directors of the Company, effective as of the Closing Date.Closing, in the form attached hereto as Exhibit B; (fiii) Buyer deliver to Purchaser the certificate specified in Section 6.2(c); (iv) deliver to Purchaser a copy of each of the Escrow Agreement and Seller shall each be responsible for their own salesthe Section 116 Escrow Agreement duly executed by Seller; and (v) deliver to Purchaser the executed payoff letters, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the ClosingUCC-3 termination statements, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect documents referred to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreementin Section 5.6(a).

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of DFrost Brown Todd LLC in Louisvill▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ y ▇▇▇▇▇▇▇▇mmencing at 9:00 a.m. local time on the Closing Date, in or at such other place as the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2parties may mutually agree. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.: (ei) The Confidentiality Agreement will terminate effective as of the Closing Date.Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (fii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Buyer shall execute and deliver to the Seller the Secured Promissory Note in substantially the form attached hereto as Exhibit A (iv) the Buyer and the Seller shall execute and deliver to each be responsible for their own sales, useother the Security Agreement in substantially the form attached hereto as Exhibit B; (v) the Seller shall execute and deliver to the Buyer a bill of sale in substantially th▇ ▇▇rm attached hereto as Exhibit C and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, conveyance and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyer of valid ownership of the Acquired Assets; (vi) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (vii) the Buyer shall pay to the Seller, payable by wire transfer or other delivery of immediately available U.S. funds to an account designated by the Seller, the Cash Consideration; (viii) the Buyer shall deliver to the Seller a stock certificate registered in the name of the Seller representing a number of shares of Buyer Common Stock as is equal to the number of Shares minus the number of Escrow Shares; (ix) the Buyer, the Seller and the Escrow Agent shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit F and the Buyer shall deposit a stock certificate representing the Escrow Shares with the Escrow Agent in accordance with Section 1.4; (x) the Seller shall deliver to the Buyer, or otherwise on account put the Buyer in possession and control of, all of this Agreement or the Acquired Assets of a tangible nature; and (xi) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions contemplated by this Agreementreferred to above.

The Closing. The Closing (a) The closing of the transactions contemplated by this Agreement (herein called the “Closing”) will of this transaction shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30September 7, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII at 10:00 a.m. Pacific (said date and time herein called the “Closing Date”). At the Closing: (a) or at such other place Purchaser and on such other date as may be mutually agreed by the Buyers Seller shall execute and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Datedeliver this Purchase Agreement. (b) Subject Purchaser shall pay or cause to be paid to an escrow account established by the conditions set forth Escrow Agent (as defined below) by cashier’s check or wire transfer in immediately available funds an amount equal to Five Hundred Thousand Dollars ($500,000.00) and shall be distributed to Seller in accordance with the terms of the Escrow Agreement (as defined below). (c) Purchaser and Seller shall execute and deliver a Term Loan Agreement in the Form attached hereto as Exhibit B (the “Loan Agreement”), pursuant to which Seller shall lend to Purchase an aggregate principal amount of Four Million Fifty Thousand Dollars ($4,050,000.00) (the “Loan”), which Loan shall be repaid in 72 monthly installments of Fifty Six Thousand Two Hundred Fifty Dollars ($56,250.00) beginning on April 1, 2008. Monthly Installments shall be reduced by any amount of charges, maintenance payments, Escrow Agent Fees and or other Fees and Costs required to be paid by Borrower resulting from this agreement or under the Escrow Agreement. (d) Purchaser and Seller shall execute and deliver a Security Agreement in the form attached hereto as Exhibit C (the “Security Agreement”), on pursuant to which Purchaser shall grant to Seller a first priority security interest and lien in all of the Closing Date:Property, so long as any portion of the Loan or any other Obligations (as defined in the Security Agreement) shall remain outstanding or payable. (e) Purchaser and Seller shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit D (the “Escrow Agreement”) with Zions Bank (the “Escrow Agent”), pursuant to which an escrow account shall be established to which all payments by Seller’s Clients under the Water Service Agreements shall be sent, and from which (i) certain payments designated as the Sellers will “Standby Fees” shall be distributed to Purchaser and (ii) certain payments designated as the “Service Fees” shall be distributed to Seller. (f) Risk of loss, title and right of possession of the Property sold hereunder shall transfer to Purchaser. Seller shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior Purchaser ready access to the Closing Date; (C) for each SellerProperty and all equipment, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the executionbooks, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreementsrecords, instruments, certificates and other documents necessary evidencing or appropriatepertaining to title to Property; provided that, Seller shall not be required to deliver to Purchaser any documents, books or records that constitute confidential and proprietary information of Seller. Transfer of title notwithstanding, Seller hereby reserves a security interest in the reasonable opinion of Buyer Parties’ counsel, to assign Property until all of the Sellers’ rights and interests payments required hereunder shall have been made as more particularly set forth in and to the Software; (LSection 5(c) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Purchase Agreement.

The Closing. (a) The closing of the purchase and sale of the ICMS Acquired Asset, the assumption of the ICMS Assumed Liabilities, the purchase and sale of the BRTI Acquired Assets, the assumption of the BRTI Assumed Liabilities, the purchase and sale of the SWLP Acquired Assets, the assumption of the SWLP Assumed Liabilities and the transactions contemplated by this Agreement relating thereto are herein referred to as the "Closing." The date and time of the Closing (the “Closing”"Closing Date") will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 shall be 10:00 a.m. on the later date hereof. At the Closing the following deliveries shall be made: (a) the Purchaser will deliver to the Sellers such instruments of April 30assumption as are required in order for the Purchaser to assume the ICMS Assumed Liabilities, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII BRTI Assumed Liabilities and the SWLP Assumed Liabilities (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date."Assumption"); (b) Subject the Purchaser will deliver to the conditions set forth in this AgreementSellers (or, on at the Closing Date:Sellers' direction, to lenders or other third parties) the ICMS Cash Purchase Price, the BRTI Cash Purchase Price and the SWLP Cash Purchase Price by wire transfer of immediately available funds; (ic) the Purchaser will deliver to the Sellers the cash payment described in Section 9.5 below; (d) the Sellers will convey to the Purchaser good title to all of the ICMS Acquired Assets and the BRTI Acquired Assets, free and clear of all Liens, and deliver to the Purchaser warranty deeds, bills of sale, assignments of leases and contracts and all other instruments of conveyance and consents which are necessary or desirable to effect transfer of the ICMS Acquired Assets and the BRTI Acquired Assets (the "Sale"), including documents acceptable for recordation in the United States Patent and Trademark Office, the United States Copyright Office and any other similar Government Entity; (e) the Sellers will deliver to the Buyers: (A) a certificate of Purchaser an appropriate officer of each Seller opinion from ▇▇▇▇▇▇ & ▇▇▇▇, legal counsel for the Sellers, with respect to the matters set forth in Exhibit A attached hereto addressed to the Purchaser. Such opinion will be dated the Closing Date stating that and will be in form satisfactory to the conditions set forth in Section 8.1 have been satisfiedPurchaser's special legal counsel; (Bf) an updated version the Sellers will deliver to the Purchaser evidence satisfactory to the Purchaser that the Stockholders have prepaid all third party indebtedness for borrowed money secured by any of the Disclosure Schedule (ICMS Acquired Assets, BRTI Acquired Assets or SWLP Acquired Assets pursuant to Section 9.4 below, and the “Closing Update”), prepared as though this Agreement has been dated as Sellers will deliver to the Purchaser evidence satisfactory to the Purchaser of the Closing Date, a good faith draft release of which will have been submitted to Buyers no later than five Business Days prior to the Closing Dateall security interest securing such indebtedness; (Cg) for each Seller, the text Sellers will deliver to the Purchaser the following documents: (i) a copy of the resolutions duly adopted by the each Seller's board of directors of the Seller (or the management committee in the case of USE/CC) and stockholders authorizing the such Seller's execution, delivery and performance of this Agreementthe Transaction Documents to which such Seller is a party and the consummation of the Sale and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (Eii) a certificate (dated not earlier than five business days prior to the text Closing) of the resolution adopted by USE and Crested, Secretary of State of the state of incorporation of each Seller as to the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer good standing of USE/CCsuch Seller in such state; (Fiii) bills of sale for a certificate (dated not earlier than five business days prior to the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (GClosing) special warranty deeds for all of the Fee Property in the form Secretary of Exhibit C, duly executed by State of each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by state wherein each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, Seller has qualified to do business as a foreign corporation as to the extent assignable, Governmental Authorizations) good standing of such Seller in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrancessuch state; and (Qiv) a FIRPTA certificate in the form Books and Records of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of DFrost Brown Todd LLC in Louisvill▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ y ▇▇▇▇▇▇▇▇mmencing at 9:00 a.m. local time on the Closing Date, in or at such other place as the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2parties may mutually agree. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.: (ei) The Confidentiality Agreement will terminate effective as of the Closing Date.Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (fii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Seller shall each be responsible for their own sales, useexecute and deliver to the Buyer a bill of sale in substantially th▇ ▇▇rm attached hereto as Exhibit A and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, conveyance and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit B and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Seller, payable by wire transfer or other delivery of immediately available U.S. funds to an account designated by the Seller the Cash Consideration, minus the amount placed in escrow pursuant to Section 1.4(a) above; (vi) the Buyer shall deliver to the Seller a stock certificate registered in the name of the Seller representing a number of shares of Buyer Common Stock as is equal to the number of Shares minus the number of Escrow Shares; (vii) the Buyer, the Seller and the Escrow Agent shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit D and the Buyer shall deposit the amount of cash to be placed in escrow (as set forth in Section 1.4(a) above) and a stock certificate representing the Escrow Shares with the Escrow Agent in accordance with Section 1.4; (viii) the Seller shall deliver to the Buyer, or otherwise on account put the Buyer in possession and control of, all of this Agreement or the Acquired Assets of a tangible nature; and (ix) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions contemplated by this Agreementreferred to above.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of DW▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ P▇▇▇▇▇▇▇▇ ▇▇▇▇ and D▇▇▇▇▇▇ LLP in Boston, in Massachusetts (or remotely via the forms approved to Buyers; (Mexchange of documents and signatures) appropriate instruments of transfer for Acquired Assets subject to certificate of titlecommencing at 9:00 a.m., duly executed by each Seller; (N) local time, on the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2Closing Date. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.: (ei) The Confidentiality Agreement will terminate effective as of the Closing Date.Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (fii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Seller shall each be responsible for their own salesexecute and deliver to the Buyer a b▇▇▇ of sale in substantially the form attached hereto as Exhibit B, useone or more trademark assignments in substantially the form attached hereto as Exhibit C, and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, vehicle transferconveyance and assignment to the Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Seller, stampby wire transfer to an account designated by the Seller, conveyancea total of $5,325,000, value added or other similar Tax that may which shall represent the Purchase Price set forth in Section 1.3 less the amount to be imposed deposited in escrow pursuant to Section 1.4; (vi) the Buyer shall pay to the Seller, by any Governmental Entity wire transfer to an account designated by the Seller, a total of $28,030 for the payment of costs and expenses incurred by the Seller in connection with the Closingpreparation, in compliance with Regulation S-X promulgated by the Securities and Exchange Commission, and Buyers delivery of the audited balance sheets and statements of income, changes in stockholders’ equity and cash flows, including the footnotes thereto, of the Seller as of, and for the fiscal years ended, June 30, 2004 and 2005, which payment shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect subject to the purchase Buyer’s rights of set-off set forth in Section 6.10(b); (vii) the Buyer, the Seller, the Stockholder Representative and sale the Escrow Agent shall execute and deliver the Escrow Agreement and the Buyer shall deposit a total of $1,925,000 with the Escrow Agent in accordance with Section 1.4; and (viii) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets, or otherwise on account Assets of this Agreement or the transactions contemplated by this Agreementa tangible nature.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at DenverWilmerHale in Boston, Colorado Massachusetts, commencing at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business local time on the Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will Seller shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 5.1; (ii) the Buyers will Buyer shall deliver to the Sellers: (A) Seller the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 5.2; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit B, one or more patent assignments in substantially the form attached hereto as Exhibit C, one or more trademark assignments in substantially the form attached hereto as Exhibit D, and such other instruments of conveyance (such as assigned certificates or documents of title and assigned negotiable instruments) payment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the UPC-Related PaymentAcquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit E and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Seller, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, payable by check or wire transfer or other delivery of immediately available funds to the an account designated by the USE for such purposeSeller, the Purchase Price, as calculated pursuant to Section 1.3, less the amount to be deposited in escrow pursuant to Section 1.4; (Cvi) for each Buyer Partythe Buyer, the text of Seller and the resolutions adopted by Escrow Agent shall execute and deliver the board of directors of Escrow Agreement and the Buyer Party authorizing shall deposit funds with the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer PartyEscrow Agent in accordance with Section 1.4; (Dvii) the Royalty AgreementSeller shall deliver to the Buyer, duly executed by Uranium One Utah; (E) or otherwise put the Assignment Buyer in possession and Assumption Agreementcontrol of, duly executed by Buyersall of the Acquired Assets of a tangible nature; and (Fviii) if not contained in the Assignment Buyer and Assumption, assumptions of leases or the Seller shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of purchase and sale (the transactions "Closing") contemplated by under this Agreement (the “Closing”) will shall take place at the offices of DSeller, located at ▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇, in ▇▇▇▇▇▇▇▇, or at such other place as the forms approved to Buyers;parties shall mutually agree upon, at 10:00 A.M. local time on October 4, 1996 or such other time or date as the parties shall mutually agree. (Mb) appropriate instruments The date the Closing takes place, is referred to herein as the "Closing Date." Upon the occurrence of the Closing, all transfers contemplated herein shall be deemed retroactively effective, in every respect, as of the close of business on September 30, 1996 (the "Effective Date"). All references throughout this Agreement to the Effective Date, including without limitation, references to the transfer of the benefits and liabilities of the Business and obligations of the parties, shall mean the close of business on September 30, 1996. (c) At the Closing, Purchaser shall transfer to the bank account designated by Seller the Closing Payment in accordance with SECTION 3.2 above. (d) At the Closing, Seller shall execute and deliver (or cause to be executed and delivered) the following documents to Purchaser, dated, where applicable, as of September 30, 1996 (collectively, the "Conveyance Instruments"): (i) Such deed or deeds and leasehold assignments, in form reasonably satisfactory to Purchaser, as shall be effective to vest in Purchaser good, marketable and insurable title to all of the Owned Real Property and the Leased Real Properties, free and clear of all liens (except for Acquired Assets liens for current Taxes not yet due, payable or delinquent), charges and Encumbrances other than Permitted Owned Real Property Exceptions, as hereinafter defined. Such real estate may be subject to certificate such minor defects in title as are of titlea nature generally found in properties of similar character which do not in any material way either affect the marketability of the same or interfere with the operations of the Business conducted, duly executed by each Seller;taken as a whole. (Nii) (A) a commitment from First American Title Insurance Company (the Royalty Agreement"Title Company"), duly executed by USE; dated the Closing Date, to issue an ALTA Owner's Title Insurance Policy, with respect to each of the Owned Real Properties described on SCHEDULE 7.4(a) and the Tuscaloosa, Alabama and Erie, Pennsylvania Leased Properties: (O) any other instruments 1), insuring at regular rates that Purchaser has a marketable fee title to each of transfer reasonably requested by Buyersthe Owned Real Properties and leasehold title to each of such Leased Properties, duly executed by and, in each case, to the Sellerseasements benefiting each such property, including, without limitation, counterpart forms of transfer any applicable reciprocal easement agreements, in each case, free and assignment required by Governmental Entities; (P) duly executed copies clear of all agreementsliens, instrumentsexcept for the Permitted Owned Real Property Exceptions, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver exception to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer Title Insurance Policy which would be removed upon delivery to the account designated by the USE for Title Company of an ALTA Survey (as hereafter defined) (2) with such purpose; (C) for each Buyer Partyaffirmative endorsements as to zoning, the text if available, encroachments, rights of the resolutions adopted by the board of directors of Buyer Party authorizing the executionway, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees restrictions and other similar costs of Closing with respect to the purchase matters as Purchaser shall reasonably request and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.(3) naming Purchaser as insured;

The Closing. (a) The closing of the transactions contemplated by this Agreement Sale (the “"Closing”") will take place at shall, ------- subject to the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 satisfaction or as soon thereafter as reasonably possible following satisfaction waiver of the conditions set forth in Article VIII VII, be held at the offices of Cravath, Swaine & ▇▇▇▇▇ in New York, New York (the “Closing Date”) or at such other place and on or places as the parties may mutually agree, including, without limitation, with respect to sales of the Controlled Foreign Subsidiary Shares, such places outside of the United States as the parties may mutually agree), as soon as practicable after the date of this Agreement upon (A) the second Business Day after all the conditions precedent set forth in Article VII are satisfied or waived or (B) such other date time as the parties may be mutually agreed by agree; provided that the Buyers and the Sellers, in which case Closing Date means shall not be extended beyond the date so agreedon which -------- this Agreement terminates pursuant to Section 8.1(b) hereof. The date on which the Closing will be effective actually occurs is hereinafter referred to as of the close of business on the "Closing Date." ------------ (b) Subject to the conditions set forth in this Agreement, on On the Closing Date: (i) , DuPont shall deliver or cause to be delivered to Buyer the Sellers will deliver to the Buyersfollowing: (A) a certificate of an appropriate officer of Certificates representing the DCI Shares, the DPRL Shares and the DPL Shares, each Seller dated the Closing Date stating that the conditions set forth duly endorsed and in Section 8.1 have been satisfied;form for transfer to Buyer Sub 1. (B) an updated version Certificates representing the Controlled Foreign Subsidiary Shares, each duly endorsed and in form for transfer to the applicable Foreign Buyer Sub. (C) A duly executed instrument of transfer of the Disclosure Schedule DPC Interests being assigned and transferred to Buyer Sub 1 and Buyer Sub 2 in a form to be reasonably agreed upon by the parties. (D) A duly executed ▇▇▇▇ of sale and assignment and such other instruments or documents as may be reasonably requested by Buyer to evidence its purchase of the “Closing Update”)Transferred Equipment hereunder or otherwise necessary to provide for the transactions contemplated hereby. (E) The stock books, prepared as though this Agreement has been dated stock ledgers, minute books and corporate seals of the Transferred Business Companies and the Controlled Foreign Subsidiaries as of the Closing Date, a good faith draft ; provided that any of which will the foregoing items shall -------- be deemed to have been submitted delivered pursuant to Buyers no later than five this Section 2.3(b)(E) if such item has been delivered to or is otherwise certified to Buyer to be located at any of the Transferred Business Companies as of the Closing Date or any of their respective offices. (F) The Related Agreements, duly executed by DuPont or its Subsidiaries (to the extent that each is a party thereto), to the extent not executed and delivered to Buyer prior to the Closing; a duly executed instrument of assumption of all Retained Liabilities, to the extent such Retained Liabilities are Liabilities of any Transferred Business Company on the Closing Date, being assumed by DuPont in a form to be reasonably agreed upon by the parties; and all other documents required to be delivered by DuPont or its Subsidiaries on or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required by Buyer in connection herewith. (c) On the Closing Date, Buyer, Buyer Sub 1, Buyer Sub 2 and the Foreign Buyer Subs shall deliver or cause to be delivered to DuPont or its designee the following: (A) the Closing Purchase Price in immediately available funds by wire transfer to an account or accounts at such bank or banks specified by DuPont at least two Business Days prior to the Closing Date;Date (such amount to be exclusive of any amounts required to be paid at the Closing pursuant to the Related Agreements). (B) A duly executed instrument acknowledging acceptance of the DPC Interests being transferred to Buyer Sub 1 and Buyer Sub 2 and the admission of Buyer Sub 1 and Buyer Sub 2 to DPC as partners in a form to be reasonably agreed upon by the parties. (C) for each Seller, the text A duly executed instrument of assumption of the resolutions adopted Assumed Liabilities being assumed by Buyer Sub 1 in a form to be reasonably agreed upon by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller;parties. (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit BThe Related Agreements, duly executed by each Seller; Buyer (G) special warranty deeds for all of to the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets extent that are intangible rights and property (including Acquired Contracts andit is a party thereto), to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly not executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant and delivered to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and DuPont prior to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any Closing; and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated be delivered by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver Buyer on or prior to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties Date pursuant to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed otherwise reasonably required by any Governmental Entity DuPont in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreementherewith.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denveron or before July , Colorado at 9:00 a.m. on the later of April 302005, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as offices of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ , Arata, McCollam, ▇▇▇▇▇▇▇▇▇ ▇▇▇& ▇▇▇▇▇, L.L.P, in Lafayette, Louisiana, or at such other location as the parties shall mutually agree. (b) The parties, as applicable, shall execute and deliver the following instruments and documents at the Closing, to wit: (i) bills of sale conveying each of the Aircraft to Buyer (or to Ranger Aviation Parts, L.L.C. pursuant to Buyer’s instructions) in the forms approved to Buyersform attached hereto as Exhibit 3(b)(i); (Mii) appropriate instruments a ▇▇▇▇ of transfer for Acquired Assets subject sale conveying the Aviation Inventory to certificate of title, duly executed by each SellerBuyer in the form attached hereto as Exhibit 3(b)(ii); (Niii) a ▇▇▇▇ of sale conveying the Royalty Agreement, duly executed by USEOther Aviation Assets to Buyer in the form attached hereto as Exhibit 3(b)(iii); (Oiv) any other instruments bills of transfer reasonably requested by Buyers, duly executed by sale conveying each of the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental EntitiesMobile Assets to Buyer in the form attached hereto as Exhibit 3(b)(iv); (Pv) duly executed copies such other certificates, instruments or documents reasonably necessary to transfer to Buyer ownership of the foregoing Assets; (vi) such correspondence or instruments required by the FAA for Seller to voluntarily surrender the 135 FAA Certificate currently issued to it for the operation of its Aviation Division as soon as practicable after the Closing; (vii) correspondence from the Seller to Standard Aero authorizing the transfer of Seller’s credit balance to Buyer’s account with Standard Aero; (viii) a written assignment by Seller to Buyer of all agreementsright, instrumentstitle and interest it has in and to all insurance proceeds due to Seller as a result of the insurance claim made by Seller for damages sustained to the aircraft listed in Schedule 1(a)(vi) hereof, certificates and other documents necessary or appropriate together with notice thereof addressed to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrancesinsurer; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (iiix) the Buyers will deliver to the Sellers: (AEscrow Agreement described in Section 2(d) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselhereof. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement purchase and sale of the Assets (the “"Closing”") will shall take place at the offices of DPaul, Hastings, ▇▇▇▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at DenverLLP, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, in immediately following the forms approved execution and delivery of this Agreement (the "Closing Date"). The Closing shall be deemed to Buyers; have occurred as at the close of business on the Effective Date. On the Closing Date (Mi) appropriate instruments of transfer for Acquired Assets subject Seller will deliver to certificate of title, duly executed by each Seller; (N) Buyer the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreementsvarious certificates, instruments, certificates and other documents necessary or appropriate including but not limited to release any those referred to in Section 6 below; (ii) Buyer will deliver to Seller the various certificates, instruments and all Encumbrances against the Acquired Assets, other than Permitted Encumbrancesdocuments referred to in Section 7 below; and (Qiii) Seller will execute and deliver to Buyer a FIRPTA certificate ▇▇▇▇ of sale in the form of Exhibit GEXHIBIT F attached hereto (the "▇▇▇▇ of Sale") and such other instruments of sale, duly executed transfer and conveyance and assignment as Buyer may request; (iv) Seller will continue to hold the Inventory as Buyer's bailee in accordance with the provisions of Schedule 5(f); and (v) Seller will execute and deliver to Buyer a settlement statement in the form of EXHIBIT I attached hereto (the "Settlement Statement") and Buyer shall remit to Seller the Estimated Total Inventory Price, the Reimbursed Expenses Price, the Severance Coverage Payment and the Initial Monthly Transition Fee (as defined below), less the Payoff Amount, by each Sellercertified check or by wire transfer of immediately available federal funds to such bank account or accounts as Seller shall have designated in writing to Buyer. However, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation if the Payoff Amount exceeds the aggregate of the transactions contemplated Estimated Total Inventory Price, the Reimbursed Expenses Price, the Severance Coverage Payment and the Initial Monthly Transition Fee (as defined below), Seller shall remit the amount of such excess to Buyer by this Agreement and all certificatescertified check or by wire transfer of immediately available federal funds to such bank account or accounts as Buyer shall have designated in writing to Seller. Inventory delivered to Buyer by Seller at Closing shall not include inventory that was sold by Seller for the benefit of Buyer after the Effective Date. Moreover, opinions, instruments and other documents required to effect the transactions contemplated Consumer Products shipped by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver Buyer to the Sellers: Bailment Location (Aas defined in Schedule 5(f)) after the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers Effective Date shall be responsible for all recording or filing fees, notarial fees and other similar costs the exclusive property of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this AgreementBuyer.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of DHale and Dorr LLP in Waltham, ▇▇ssach▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado ts commencing at 9:00 a.m. local time on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) , or at such other date, time and place and on such other date as may be mutually agreed upon by the Buyers and the Sellers, in which case Closing Date means the date so agreedparties. The Closing will be effective as of the close of business on All transactions at the Closing Dateshall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will Seller shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth various certificates, instruments and documents referred to in Section 8.1 have been satisfied5.2; (Bii) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior Buyer shall deliver to the Closing DateSeller the various certificates, instruments and documents referred to in Section 5.3; (iii) the Seller shall execute and deliver to the Buyer a bill of sale in substantiall▇ ▇▇e form attached hereto as Exhibit B, one or more trademark assignments in substantially the form attached hereto as Exhibit C, and such other instruments of conveyance (such as assigned certificates or documents of title, and assigned negotiable instruments) for each Selleras the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the text Buyer of valid ownership of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the SellerAcquired Assets; (Div) for each the Buyer shall execute and deliver to the Seller an instrument of Old Plateau assumption in substantially the form attached hereto as Exhibit D and New Plateau, such other instruments as the text Seller may reasonably request in order to effect the assumption by the Buyer of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such SellerAssumed Liabilities; (Ev) the text Buyer shall execute and deliver to each of the resolution adopted by USE and CrestedDavid N. Packhem, as the joint venture partners and 100% interest holdersJr., approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J. ▇▇▇▇▇▇▇ ▇liver and Allan L. ▇▇▇▇▇▇▇▇▇, ▇▇▇loyme▇▇ ▇▇▇▇▇▇▇▇, in ▇▇ ▇▇ substantially the forms approved attached hereto as Exhibit F-1, Exhibit F-2 and Exhibit F-3, respectively. (vi) the Buyer shall pay to Buyersthe Seller, payable by wire transfer or other delivery of immediately available funds to an account designated by the Seller, the Purchase Price to be paid at the Closing as set forth in Section 1.3, less the amount to be deposited in escrow pursuant to Section 1.4; (Mvii) appropriate instruments of transfer for Acquired Assets subject to certificate of titlethe Buyer, duly executed by each Sellerthe Seller and the Escrow Agent shall execute and deliver the Escrow Agreement and the Buyer shall deposit funds with the Escrow Agent in accordance with Section 1.4; (Nviii) the Royalty AgreementSeller shall deliver to the Buyer, duly executed by USE; (O) any other instruments or otherwise put the Buyer in possession and control of, all of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted EncumbrancesAssets of a tangible nature; and (Qix) the Buyer and the Seller shall execute and deliver to each other a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445cross-2. All actions to be taken in connection with consummation of receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counselabove. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇and ▇▇▇▇ LLP at Denverin Boston, Colorado Massachusetts commencing at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business local time on the Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will Seller shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 6.1; (ii) the Buyers will Buyer shall deliver to the Sellers: (A) Seller the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 6.2; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit B, one or more trademark assignments in substantially the form attached hereto as Exhibit C, and such other instruments of conveyance (such as real estate deeds, assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) payment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the UPC-Related PaymentAcquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Seller, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, payable by check or wire transfer or other delivery of immediately available funds to the an account designated by the USE for such purposeSeller, the Cash Purchase Price set forth in Section 1.3, less the amount to be deposited in escrow pursuant to Section 1.4; (Cvi) for each Buyer Partythe Buyer, the text of Seller and the resolutions adopted by Escrow Agent shall execute and deliver the board of directors of Escrow Agreement and the Buyer Party authorizing shall deposit funds with the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer PartyEscrow Agent in accordance with Section 1.4; (Dvii) the Royalty AgreementSeller shall deliver to the Buyer, duly executed by Uranium One Utah; (E) or otherwise put the Assignment Buyer in possession and Assumption Agreementcontrol of, duly executed by Buyersall of the Acquired Assets of a tangible nature; and (Fviii) if not contained in the Assignment Buyer and Assumption, assumptions of leases or the Seller shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement sale and transfer of the Stock hereunder (the “"Closing”") will shall take place at the offices of Dthe Company, at 10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and the Seller shall mutually agree. The Closing shall be effectuated as follows: (a) Seller shall cause to be delivered to each Buyer, via Federal Express: (i) a stock power, executed by the applicable Subsidiary, transferring to such Buyer the number of shares of the Stock to be sold to it hereunder and a letter of instruction to the Company's transfer agent to effectuate such transfer of the Stock on the stock books of the Company. Each share certificate issued to a Buyer hereunder shall only be issued in the name of the Buyer (as set forth beneath the Buyer's signature on page 3 hereof); and (ii) an opinion of ▇▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel to the Seller, to the effect that this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of Seller enforceable in accordance with its terms, and Seller has the forms approved full requisite power and authority to Buyers;transfer and deliver (through the Subsidiaries) the Stock to the Buyers pursuant hereto. (Mb) appropriate instruments The Company and Buyers shall have executed and delivered a Registration Rights Agreement, in form and substance satisfactory to each party, providing the Buyers certain registration rights under the Securities Act of transfer for Acquired Assets subject 1933, as amended (the "Securities Act"), with respect to certificate of title, duly executed by each Seller;the Stock acquired hereunder. (Nc) Seller shall cause to be delivered to the Royalty Agreement, duly executed by USE; (O) any other instruments Escrow Agent a certified copy of transfer reasonably requested by Buyers, duly executed resolutions adopted by the Sellers, including, without limitation, counterpart forms Board of transfer and assignment required by Governmental Entities; (P) duly executed copies Directors of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of Company approving the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required authorizing the Company to effect file a Registration Statement on Form S-3 to register the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment shares of the UPC-Related Payment, Stock purchased hereunder under the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been deliveredSecurities Act. (d) Notwithstanding any investigation Seller shall cause to be delivered to the Escrow Agent a certification confirming that (i) the deliveries specified in subparagraph 2(a) above have been made and (ii) the agreement specified in subparagraph (b) above has been executed and delivered by or on behalf of any of the parties thereto, and authorizing the Escrow Agent to release all monies being held pursuant to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closingto Seller. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “"Closing”') will shall take place at the offices of D▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver▇▇, Colorado at 9:00 a.m. on the later of April 30P.C., 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J/▇▇/ ▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., Boulder, Colorado local time on December 22, 1997 or on such other date as the parties hereto may agree (the "Closing Date"). (b) At the Closing, the Company shall deliver to Beacon a certificate or certificates representing the Purchased Shares, registered in the name of Beacon. Delivery of such certificate(s) to Beacon shall be made against receipt of the Purchase Price at the Closing by the Company (i) from Beacon which shall be paid by wire transfer to an account designated at least one business day prior to the Closing by the Company. (c) At the Closing: (i) ▇▇▇▇▇▇▇▇, in ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., counsel to the forms approved Company, shall deliver to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate Beacon its opinion substantially in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.A; (ii) the Buyers will The Company shall deliver to Beacon copies of the Sellers: Company's Amended and Restated Certificate of Incorporation (Athe "New Certificate of Incorporation") the Purchase Price Shares registered substantially in the name form of USEExhibit B attached hereto, acting certified by the Assistant Secretary of the Company as agent for true, correct and complete and in effect as of the SellersClosing; (Biii) payment of the UPC-Related Payment, the Reimbursable Expenses Beacon and the Property Acquisition Expenses Company shall deliver duly executed counterparts to USE, acting as agent for the Sellers, by check or wire transfer Amendment No. 1 of even date herewith to the account designated by Registration Rights Agreement (the USE for such purpose"Rights Agreement") dated as of February 3, 1997 between the Company and Beacon substantially in the form of Exhibit C attached hereto (the "Rights Agreement Amendment"); (Civ) for Each of the Company and Beacon shall deliver and execute duly executed counterparts to each Buyer Partyof Warrant No.1 and the Series B Warrant, substantially in the form attached hereto as Exhibits D and E, respectively; (v) Each of Beacon, the text Company and certain other stockholders of the resolutions adopted by Company shall deliver duly executed counterparts to Amendment No.1 of even date herewith to the board Shareholders' Agreement substantially in the form of directors of Buyer Party authorizing the executionExhibit F attached hereto (such amendment, delivery and performance of together with this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty AgreementRights Agreement Amendment and the Warrants, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers"Documents"); and (Fvi) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller Beacon shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect deliver to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this AgreementCompany all certificates representing Beacon Series B Shares issued thereto as provided in Section 7.14.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at concurrently with the offices execution of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII this Agreement by all parties hereto (the “Closing Date”) ). The Closing will occur at, or be coordinated from, the offices of Holland & H▇▇▇ LLP, 5441 Kietzke Lane, Second Floor, Reno, Nevada, or at such other place and on such other date and time as may be is mutually agreed by the Buyers agreeable to Buyer and the Sellers, in which case Closing Date means the date so agreedSeller. The Closing will be effective as of the close of business on the Closing Date. (b) Subject The parties agree to consummate the conditions set forth in this Agreement, following transactions/make the following deliveries on the Closing Date: (i) the Sellers Seller will assign and transfer to Buyer merchantable title in and to Seller’s Membership Interests, free and clear of all liens, and shall deliver to Buyer an assignment of membership interest substantially in the Buyers:form attached hereto as Exhibit A and incorporated herein by this reference; (ii) Any Person (including Seller) that is a manager or managing member of the Company shall deliver a resignation to the Company substantially in the form attached hereto as Exhibit B and incorporated herein by this reference; (iii) The Company and Buyer shall deliver a release of Seller substantially in the form attached hereto as Exhibit C and incorporated herein by this reference, releasing Seller for (A) a certificate of an appropriate officer of each Seller dated any obligations owed to or due the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of Company through and including the Closing Date, a good faith draft and (B) any liability associated with the operation of which will have been submitted to Buyers no later than five Business Days prior to the Company from and after the Closing Date;; and (Civ) for each SellerBuyer shall deliver to Seller the Purchase Price by delivery to Seller by wire transfer of immediately available funds, the text to an account designated by Seller to Buyer prior to Closing, of the resolutions adopted by the board sum of directors of the Seller Nine Million Three Thousand Dollars (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”$9,003,000.00); (Kv) assignments Buyer shall deliver to Seller either a limited liability company resolution confirming that all necessary corporate action was taken by Buyer in entering into this Agreement and proceeding to Closing or a certificate of agreements, instruments, certificates Buyer’s managing member confirming that Buyer was authorized to enter into this Agreement and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, proceed to assign all of the Sellers’ rights and interests in and to the SoftwareClosing; (Lvi) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved Buyer shall pay to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes by wire transfer of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions immediately available funds, to be taken in connection with consummation of an account designated by Seller to Buyer prior to Closing, the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) the Buyers will deliver to the Sellersfollowing amounts: (A) the Purchase Price Shares registered sum of Twenty-Five Thousand Dollars ($25,000.00), in consideration of Company’s up-front payment to NRC Environmental Services, Inc. (“NRC”) of all funds necessary to settle NRC’s mechanic’s lien against the name of USE, acting as agent for the SellersLand; (B) payment the sum of One Hundred Ninety-Seven Thousand Five Hundred Dollars ($197,500.00), which sum represents Buyer’s portion of the UPC-Related Payment, settlement funds Company provided to NRC in order to settle NRC’s mechanic’s lien against the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purposeLand; (C) for each Buyer Partythe sum of Forty One Thousand Dollars ($41,000), which sum represents payment of various agreed upon Seller transaction expenses incurred in connection with the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery transactions contemplated hereby and performance of this Agreement, certified by an appropriate officer of Buyer Party;in connection with certain related matters; and (D) the Royalty Agreementsum of Twenty-Four Thousand Four Hundred Dollars ($24,400.00), duly executed by Uranium One Utah; (E) which sum represents an unintended shortfall of January 2016 rent under the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselLease. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place (i) at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇LLP in Boston, Massachusetts, commencing at 9:00 a.m. local time on the third business day following the satisfaction or waiver of all conditions set forth in Article V(other than conditions that by their nature are to be satisfied at the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets Closing, but subject to certificate the fulfillment or waiver of titlethose conditions), duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel. (ii) at such other place, date and time as the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers; (B) payment of the UPC-Related Payment, the Reimbursable Expenses Sellers and the Property Acquisition Expenses to USE, acting as agent for Buyer may agree (the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party; (D) the Royalty Agreement, duly executed by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by Buyers; and (F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer“Closing Date”). All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counsel. (c) All items delivered by the parties at the Closing will shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been other transactions are completed and all other documents and certificates are delivered. (db) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, At the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.: (ei) The Confidentiality Agreement will terminate effective as of the Closing Date.Sellers shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (fii) the Buyer shall deliver to the Parent the various certificates, instruments and Seller documents referred to in Section 5.2; (iii) the Sellers shall each be responsible for their own salesexecute and deliver to the Buyer the additional agreements specified in Schedule 1.7(b)(iii) hereto (the “Ancillary Agreements”), useincluding the Escrow Agreement and the Registration Rights Agreement; (iv) the Sellers shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A, one or more trademark assignments in substantially the form attached hereto as Exhibit B-1, one or more patent assignments in substantially the form attached hereto as Exhibit B-2, one or more copyright assignments in substantially the form attached hereto as Exhibit B-3, licenses permitting the Buyer to use intellectual property and software retained by the Sellers that is material to the Business, and such other instruments of conveyance (such as assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) as the Buyer may reasonably request in order to effect the sale, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, conveyance and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect assignment to the purchase and sale Buyer of valid ownership of the Acquired Assets; (v) the Parent shall execute and deliver to the Escrow Agent a standing instruction letter instructing the Escrow Agent to transfer shares from the Escrowed Shares to the name of the Buyer when required to pursuant to the terms of the Escrow Agreement to be held by the Escrow Agent pursuant to the Escrow Agreement; (vi) the Buyer shall execute and deliver to the Sellers an instrument of assumption in substantially the form attached hereto as Exhibit C and such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (vii) the Buyer shall execute and deliver to the Sellers the Ancillary Agreements, including the Escrow Agreement and the Registration Rights Agreement; (viii) the Buyer shall pay to the Seller, payable by wire transfer or other delivery of immediately available funds to an account designated by the Seller, the Closing Payment set forth in Section 1.3(a); (ix) the Buyer shall issue and deliver or cause to be issued and delivered to Parent the number of shares of Buyer Stock set forth in Section 1.3(b); (x) the Buyer shall issue and deliver or cause to be issued and delivered to the Escrow Agent the number of shares of Buyer Stock set forth in Section 1.3(c) duly registered in the name of the Parent to be held by the Escrow Agent pursuant to the Escrow Agreement in book-entry form on the stock transfer books of the Buyer with a stop-transfer order; (xi) the Sellers shall deliver to the Buyer, or otherwise on account put the Buyer in possession and control of, all of this Agreement or the Acquired Assets of a tangible nature; and (xii) the Buyer and the Sellers shall execute and deliver to each other a cross-receipt evidencing the transactions contemplated by this Agreementreferred to above.

The Closing. (a) The closing Subject to the terms and conditions of this Agreement, the sale and the purchase of the transactions Purchased Stock contemplated by this Agreement hereby shall take place at a closing (the “Closing”"CLOSING") will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date. (b) Subject to the conditions set forth in this Agreement, on the Closing Date: (i) the Sellers will deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ at 10:00 a.m., local time, on the date which is three (3) Business Days after the satisfaction or waiver of all of the conditions to the consummation of the sale and purchase of the Purchased Stock contemplated hereby or at such other time and place as the Seller and the Purchaser shall mutually agree upon but, in any event, no later than April 30, 2000 (the forms approved day on which the Closing takes place shall be referred to Buyersherein as the "CLOSING DATE"). (b) At the Closing, the Seller shall deliver to the Purchaser against payment of the Purchase Price the following: (i) the merger certificate from the State of Delaware evidencing the Merger and naming Sequoia ▇▇▇.▇▇▇, Inc. as the Surviving Corporation; (Mii) appropriate instruments of transfer for Acquired Assets subject to certificate of titlecertificates representing the Purchased Stock, duly executed endorsed for transfer in blank or accompanied by each Sellera stock power duly endorsed in blank by the Seller with any requisite documentary or stock transfer taxes affixed thereto; (Niii) the Royalty Agreement, duly executed certificates required by USESection 6.1 and Section 6.2 hereof; (Oiv) any other instruments legal opinion of transfer reasonably requested by Buyers▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇, duly executed by the SellersLLP, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers Purchaser; (v) resolutions duly adopted by the Board of Directors of Seller authorizing the transactions which are the subject of this Agreement; (vi) certificates issued by appropriate governmental authorities evidencing, as of a recent date, the good standing and Buyers’ counseltax status of the Predecessor Companies in the State of Delaware; (vii) a copy of the Certificate of Incorporation and all amendments thereto of the Predecessor Companies, certified in each case by the Secretary of State of the State of Delaware; (viii) certificates of the Secretary of Seller to the effect that there have been no amendments to the charter documents of the Predecessor Companies since the date of the certifications referred to in subsection (vii) of this Section 2.3(b); (ix) copy of the By-laws, including all amendments thereto, of the Predecessor Companies, certified by the Secretary of each Predecessor Company, respectively; (x) each Consent required by Section 6.3; (xi) resignations of the directors of the Predecessor Companies; and (xii) if the Company Net Amount is positive, an amount in cash (which amount may be offset against the Purchase Price otherwise payable by the Purchaser pursuant to Section 2.2(a)) equal to the Company Net Amount. (c) At the Closing, the Purchaser shall deliver to the Seller the following: (i) the Purchase Price; (ii) the Buyers will deliver to the Sellers: (A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellerscertificates required by Section 7.1 and Section 7.2 hereof; (Biii) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose; (C) for each Buyer Party, the text of the resolutions adopted by the board Board of directors Directors of Buyer Party the Purchaser authorizing the execution, delivery and performance of this Agreementtransactions contemplated hereby, certified by an appropriate officer the Secretary of Buyer Partythe Purchaser; (Div) the Royalty Agreement, duly executed each Consent required by Uranium One Utah; (E) the Assignment and Assumption Agreement, duly executed by BuyersSection 7.3; and (Fv) if not contained the Company Amount is negative, an amount in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will cash (which amount shall be in form and substance reasonably satisfactory addition to Sellers and Sellers’ counsel. (cthe Purchase Price) All items delivered by equal to the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been deliveredCompany Net Amount. (d) Notwithstanding any investigation made by or on behalf of any Each of the parties hereto shall deliver all other documents and instruments required to be delivered by either of them at or prior to the Closing Date pursuant to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closingas otherwise required herein. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other a time and place and on such other a date as may to be mutually agreed upon by the Buyers Buyer and the Sellers, in which case Closing Date means the date so agreedSeller. The Closing will be effective as of the close of business on All transactions at the Closing Dateshall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will Seller shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 4.1; (ii) the Buyers will Buyer shall deliver to the Sellers: (A) Seller the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 4.2; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A, one or more patent assignments in substantially the form attached hereto as Exhibit B, one or more trademark assignments in substantially the form attached hereto as Exhibit C, and such other instruments of conveyance (such as assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) payment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the UPC-Related Payment, Acquired Assets; (iv) the Reimbursable Expenses Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer and the Property Acquisition Expenses to USE, acting Seller shall execute and deliver a Services Agreement in the form attached hereto as agent for Exhibit E; (vi) the Sellers, by check or wire Buyer and the Seller shall execute and deliver a License Agreement in the form attached hereto as Exhibit F; (vii) the Buyer and the Seller shall execute and deliver a Patent License Agreement in the form attached hereto as Exhibit G; (viii) the Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof as agreed upon by the Parties), within the possession or control of the Seller relating to the Acquired Assets; (ix) the Seller shall deliver or cause to be delivered to the Buyer a certification that the Seller is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code; (x) the Buyer shall pay to the Seller, payable by wire transfer or other delivery of immediately available funds to an account designated by the USE for such purposeSeller, the Purchase Price set forth in Section 1.3; (Cxi) for each the Seller shall deliver to the Buyer, or otherwise put the Buyer Partyin possession and control of, the text all of the resolutions adopted by the board Acquired Assets of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Partya tangible nature; (Dxii) the Royalty Buyer and the Subsidiary shall execute and deliver the purchase and sale agreement attached as Exhibit H hereto (the “French Agreement, duly executed ”) including any documents required under applicable French laws to effect the purchase and assumption by Uranium One Utah; (E) the Assignment Buyer of Subsidiary’s assets and Assumption liabilities identified in such Agreement, duly executed by Buyers; and (Fxiii) if not contained in the Assignment Buyer and Assumption, assumptions of leases or the Seller shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements anything in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and contrary, the sale of the Acquired AssetsAssets of the Subsidiary shall be made in accordance with, or otherwise on account and subject to the terms and conditions of, the French Agreement and in the event of any inconsistency between the terms of this Agreement or and the transactions contemplated by this terms of the French Agreement, the French Agreement shall control.

The Closing. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will Closing shall take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at DenverWilmerHale in Washington, Colorado D.C. commencing at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business local time on the Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) Subject to At the conditions set forth in this Agreement, on the Closing DateClosing: (i) the Sellers will shall deliver to the Buyers: (A) a certificate of an appropriate officer of each Seller dated Buyer the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; (B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date; (C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller; (D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller; (E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC; (F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller; (G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller; (H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller; (I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller; (J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Schedule 2.3 (the “Assignment and Assumption Agreement”); (K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software; (L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by E▇▇▇▇ ▇▇▇ and J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in the forms approved to Buyers; (M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller; (N) the Royalty Agreement, duly executed by USE; (O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities; (P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and (Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all various certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.Section 5.2; (ii) the Buyers will Buyer shall deliver to the Sellers: (A) Sellers the Purchase Price Shares registered various certificates, instruments and documents referred to in the name of USE, acting as agent for the SellersSection 5.3; (Biii) payment the Sellers shall execute and deliver to the Buyer a b▇▇▇ of sale in substantially the form attached hereto as Exhibit C, one or more trademark assignments in substantially the form attached hereto as Exhibit D, one or more patent assignments in substantially the form attached hereto as Exhibit E, and such other instruments of conveyance (such as assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the UPC-Related Payment, Acquired Assets; (iv) the Reimbursable Expenses Buyer shall execute and deliver to the Property Acquisition Expenses Sellers an instrument of assumption in substantially the form attached hereto as Exhibit F and such other instruments as the Sellers may reasonably request in order to USE, acting as agent for effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall pay to the Sellers, payable by check or wire transfer or other delivery of immediately available funds to the an account designated by the USE for such purposeSellers, the Purchase Price set forth in Section 1.3, less the amount to be deposited in escrow pursuant to Section 1.4; (Cvi) for each Buyer Partythe Buyer, the text of Company and the resolutions adopted by Escrow Agent shall execute and deliver the board of directors of Escrow Agreement and the Buyer Party authorizing shall deposit funds with the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer PartyEscrow Agent in accordance with Section 1.4; (Dvii) the Royalty AgreementSellers shall deliver to the Buyer, duly executed by Uranium One Utah; (E) or otherwise put the Assignment Buyer in possession and Assumption Agreementcontrol of, duly executed by Buyersall of the Acquired Assets of a tangible nature; and (Fviii) if not contained in the Assignment Buyer and Assumption, assumptions of leases or the Sellers shall execute and deliver to each other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be taken in connection with consummation of a cross-receipt evidencing the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required referred to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Sellers and Sellers’ counselabove. (c) All items delivered by the parties at the Closing will be deemed to have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered. (d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing. (e) The Confidentiality Agreement will terminate effective as of the Closing Date. (f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.