exv4w1







	 	 	 	 	 



Exhibit 4.1




Form of Lock-Up Agreement




                                        , 2009




Dahlman Rose & Company, LLC

Haywood Securities Inc.

     As Representatives of the several

     Agents referred to below

c/o Dahlman Rose & Company, LLC




Uranerz Energy Corporation Lock-Up Agreement




Ladies and Gentlemen:




          This letter agreement (this “Agreement”) relates to the proposed public offering (the
“Offering”) by Uranerz Energy Corporation, a Nevada corporation (the “Company”), of its common
stock, $0.001 par value per share (the “Stock”).




          In order to induce you and the other agents for which you act as representatives (the
“Agents”) to act as agents in connection with the Offering, the undersigned hereby agrees that,
without the prior written consent of Dahlman Rose & Company, LLC and Haywood Securities Inc. (the
“Lead Agents”), during the period from the date hereof until sixty (60) days from the date of the
final prospectus for the Offering (the “Lock-Up Period”), the undersigned (a) will not, directly or
indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option
or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant
Security (as defined below), and (b) will not establish or increase any “put equivalent position”
or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in
each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or
other transaction or arrangement that transfers to another, in whole or in part, any economic
consequence of ownership of a Relevant Security, whether or not such transaction is to be settled
by delivery of Relevant Securities, other securities, cash or other consideration. As used herein
“Relevant Security” means the Stock, any other equity security of the Company or any of its
subsidiaries and any security convertible into, or exercisable or exchangeable for, any Stock or
other such equity security. The foregoing provisions of this paragraph shall not apply to (a)
transfers of shares of Common Shares or any security convertible into or exercisable or
exchangeable for Common Shares disposed of as bona fide gifts, (b) entry into written trading plans
for the sale or other disposition by the undersigned of Common Shares for purposes of complying
with Rule 10b5-1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other
distributions pursuant to a 10b5-1 Plan may occur until the expiration of the Lock-Up Period and
provided that no public announcements or public filings are made regarding the entry into a 10b5-1
Plan until the expiration of the Lock-Up Period, (c) transfers by the undersigned of shares of
Common Shares or any security convertible into or exercisable or exchange able for Common Shares as
a result of testate, intestate succession or bona fide estate planning, (d) transfers by the
undersigned to a trust, partnership, limited liability company or other entity, the majority of the
beneficial interests of which are held, directly or indirectly, by



 









 






the undersigned, (e)
distributions by the undersigned of shares of Common Shares or any security convertible into or
exercisable or exchangeable for Common Shares to limited partners or stockholders of the
undersigned and (f) the exercise of an option or warrant or the conversion of a security
outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s
Stock Option Plan,
provided that no sales of the underlying common stock occurs until the expiration of the
Lock-Up Period; provided that in the case of any such permitted transfer or distribution pursuant
to clause (a), (c), (d), (e) or (f), each transferee or distribute shall sign and deliver a lock-up
letter substantially in the form of this Lock-Up Agreement.




          Notwithstanding the preceding paragraph, if (1) during the last 17 days of the Lock-Up Period
the Company issues an earnings release or material news or a material event relating to the Company
occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will
release earnings results during the 16-day period beginning on the last day of the Lock-Up Period,
the restrictions imposed by the immediately preceding paragraph shall continue to apply until the
expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence
of the material news or material event, as applicable, unless the Lead Agents waive, in writing,
such extension. The undersigned acknowledges that the Company has agreed in the placement agency
agreement for the Offering to provide notice to the undersigned of any event that would result in
an extension of the Lock-Up Period pursuant to this paragraph, and the undersigned agrees that any
such notice properly delivered will be deemed to have been given to, and received by, the
undersigned.




          The undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer
agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on
the stock register and other records relating to, Relevant Securities for which the undersigned is
the record holder and, in the case of Relevant Securities for which the undersigned is the
beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder
to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions
on the stock register and other records relating to, such Relevant Securities. The undersigned
hereby further agrees that, without the prior written consent of the Lead Agents, during the
Lock-up Period the undersigned (x) will not file or participate in the filing with the Securities
and Exchange Commission of any registration statement, or circulate or participate in the
circulation of any preliminary or final prospectus or other disclosure document with respect to any
proposed offering or sale of a Relevant Security and (y) will not exercise any rights the
undersigned may have to require registration with the Securities and Exchange Commission of any
proposed offering or sale of a Relevant Security.




          The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Agreement and that this Agreement constitutes the legal, valid and
binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the
undersigned will execute any additional documents necessary in connection with enforcement hereof.
Any obligations of the undersigned shall be binding upon the successors and assigns of the
undersigned from the date first above written.




          This Agreement shall be governed by and construed in accordance with the laws of the State of
New York. Delivery of a signed copy of this letter by facsimile transmission shall be effective as
delivery of the original hereof.





 









 








[signature page follows]





 









 








	 	 	 	 	 	 
	 	Very truly yours,

 	 
	 	By:  	 	 
	 	 	 	 
	 	Print Name: