0001062993-08-000508 Sample Contracts

REGISTRATION RIGHTS AGREEMENT dated as of December 12, 2007 between Uranium Energy Corp. and National Bank Financial Inc. as agent for each of the Subscribers named herein
Registration Rights Agreement • February 12th, 2008 • Uranium Energy Corp • Miscellaneous metal ores • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of December 12, 2007 among Uranium Energy Corp., a corporation incorporated under the laws of the State of Nevada (the "Corporation"), and the Agents (as described herein) on behalf of each of the purchasers to the Subscription Agreements between the Corporation and each of the Subscribers (the "Subscription Agreements") (each, a "Subscriber" and collectively, the "Subscribers").

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AGENCY AGREEMENT
Agency Agreement • February 12th, 2008 • Uranium Energy Corp • Miscellaneous metal ores

We, National Bank Financial Inc., RBC Dominion Securities Inc. and Canaccord Capital Corporation (the “Agents”), understand that Uranium Energy Corp. (the “Corporation”) proposes to undertake a private placement (the “Private Placement”) of units (the “Units”) at a price of US$3.75 per Unit to raise aggregate gross proceeds of up to US$8,000,000. Each Unit will consist of one share of common stock (a “Share”) and one common stock purchase warrant (a “Warrant”) of the Corporation, with each Warrant entitling the holder thereof to purchase one additional share of common stock (a “Warrant Share”) of the Corporation at an exercise price of US$4.25 per Warrant Share, subject to adjustment, for a period of one year from the Closing Date (as defined herein). The Units will be subject to a four month hold period from the Closing Date.

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