Unassociated Document


    US
      URANIUM INC.

     

    RESTRICTED
      STOCK PURCHASE AGREEMENT 

     

     

    THIS
      RESTRICTED STOCK PURCHASE AGREEMENT is made as of November 12, 2007 by and
      between US Uranium Inc., a Nevada corporation (the “Company”), and James D.
      Davidson (the “Purchaser”). 

     

     

    A.  The
      Company wishes to retain the Purchaser as its President and Chief Executive
      Officer and as a director, and the Purchaser is willing to serve in such
      capacities.

     

     

    B.  The
      Purchaser has previously made advances to, and incurred expenses on behalf
      of,
      the Company, which advance and expenses (collectively, the “Loan”) exceeded
      $31,000.00 in aggregate principal amount.

     

     

    C.  The
      Company is willing to issue shares of its common stock, $0.001 par value per
      share (“Common Stock”), to the Purchaser in repayment of the Loan.

     

     

    Now,
      therefore, the parties agree as follows: 

     

    1.  Sale
      of Stock.
      The
      Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees
      to purchase an aggregate of 31,000,000 shares of Common Stock (the “Shares”),
      for an aggregate purchase price of $31,000. 

     

    2.  Payment
      of Purchase Price. The
      issuance of the Shares shall be deemed repayment in full of the Loan, and the
      parties acknowledge that the purchase price for the Shares has been paid in
      full
      by virtue of such repayment of the Loan. 

     

    3.  Repurchase
      Option. In
      the
      event of any voluntary or involuntary termination of the Purchaser’s services to
      the Company for any or no reason before all of the Shares are released from
      the
      Company’s Repurchase Option (as defined below), the Company shall, upon the date
      of such termination (as reasonably fixed and determined by the Company), have
      an
      irrevocable, exclusive option, but not the obligation, for a period of 90 days
      from such date to repurchase all or any portion of the Unreleased Shares (as
      defined below in Section 4) at such time (the “Repurchase Option”) at the
      original purchase price per share, payable in cash (the “Repurchase Price”). The
      Repurchase Option shall be exercisable by the Company by written notice to
      the
      Purchaser or the Purchaser’s executor (with a copy to the Escrow Holder, as
      defined below in Section 6) and shall be exercisable, at the Company’s option,
      (i) by delivery to the Purchaser or the Purchaser’s executor with such
      notice of a check in the amount of the purchase price for the Shares being
      repurchased, or (ii) by cancellation by the Company of an amount of the
      Purchaser’s indebtedness, if any, to the Company equal to the purchase price for
      the Shares being repurchased, or (iii) by a combination of (i) and
      (ii) so that the combined payment and cancellation of indebtedness equals
      the Repurchase Price times the number of shares to be repurchased (the
“Aggregate Repurchase Price”). Upon delivery of such notice and the payment of
      the Aggregate Repurchase Price in any of the ways described above, the Company
      shall become the legal and beneficial owner of the Shares being repurchased
      and
      all rights and interests therein or relating thereto, and the Company shall
      have
      the right to retain and transfer to its own name the number of Shares being
      repurchased by the Company. The Repurchase Option set forth in this Section
      may
      be assigned by the Company in whole or in part in its sole and unfettered
      discretion. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.  Release
      of Shares from Repurchase Option.  

     

    a.  The
      Shares shall be released from the Company’s Repurchase Option pursuant to the
      following schedule: 

     

    i.  10,333,333
      Shares shall be released from the Company’s Repurchase Option on December 31,
      2008;

     

    ii.  10,333,333
      Shares shall be released from the Company’s Repurchase Option on December 31,
      2009; and

     

    iii.  10,333,334
      Shares shall be released from the Company’s Repurchase Option on December 31,
      2010.

     

    b.  Any
      of
      the Shares which, from time to time, have not yet been released from the
      Repurchase Option are referred to herein as “Unreleased Shares.” 

     

    5.  Restriction
      on Transfer.  The
      sale, transfer, assignment, pledge, hypothecatation, gift or other disposition
      by any means (“Transfer”) (other than upon the Purchaser’s death pursuant to the
      Purchaser’s will or the laws of descent and distribution) of any Unreleased
      Shares is prohibited, and any such purported Transfer shall be void and shall
      be
      given no force or effect. Following the lapse of the Company’s Repurchase Option
      with respect to Shares, such Shares shall continue to remain subject to any
      restrictions on transfer imposed by applicable state and federal securities
      laws.

     

    6.  Escrow
      of Shares.  

     

    a.  To
      ensure
      the performance of the Purchaser’s obligations hereunder, the Purchaser hereby
      appoints the Secretary of the Company (or such Secretary’s designee) (the
“Secretary”) as escrow agent for the Unreleased Shares and as the Purchaser’s
      attorney-in-fact to sell, assign and transfer to the Company, all of the Shares
      which the Company may repurchase pursuant to its exercise of the Repurchase
      Option. Upon execution of this Agreement, the Purchaser shall duly endorse
      and
      deliver to the Secretary in blank the stock power attached hereto, medallion
      signature guaranteed. Promptly following execution of this Agreement, the share
      certificates representing the Unreleased Shares shall be delivered to the
      Secretary. The Unreleased Shares and the stock power shall be held by the
      Secretary in escrow, until the earlier of (i) the closing of the exercise by
      the
      Company of the Repurchase Option with respect thereto, or (ii) subject to the
      proviso set forth in the following sentence, the vesting of Unreleased Shares
      in
      accordance with the vesting schedule set forth in Section 4 of this Agreement.
      The Secretary shall release or cause the release of Shares from the escrow
      established hereunder as such Shares vest pursuant to the vesting schedule;
      provided, however, that the Secretary shall have the discretion to effect such
      release in the manner he deems appropriate, and shall have no obligation to
      deliver certificates for Shares which have vested at any particular time or
      more
      frequently than once every year. Upon any such release, and as a condition
      thereto, the Purchaser shall deliver to the Secretary in accordance with this
      Section 3(a), any replacement certificates representing Unreleased Shares,
      with
      a stock power duly endorsed in blank, medallion signature guaranteed, to
      represent the continuing escrow of such Unvested Shares in accordance
      herewith.

     

    
      
         

      

      
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    b.  Neither
      the Company nor any of its officers, directors, employees or agents, shall
      be
      liable for any act it or any of them may do or omit to do with respect to
      holding or releasing the Shares which are subject to the escrow provisions
      hereof. 

     

    c.  This
      Agreement shall not affect in any way the ownership, voting rights or other
      rights or duties of the Purchaser relating to the Shares, except as specifically
      provided in this Agreement.

     

    7.  Investment
      Representations.  In
      connection with the purchase of the Shares, the Purchaser represents to the
      Company the following: 

     

    a.  The
      Purchaser is aware of the Company’s business affairs and financial condition and
      has acquired sufficient information about the Company to reach an informed
      and
      knowledgeable decision to acquire the Shares. The Purchaser is purchasing the
      Shares for investment for the Purchaser’s own account only and not with a view
      to, or for resale in connection with, any “distribution” thereof within the
      meaning of the Securities Act of 1933, as amended (the “Securities Act”).


     

    b.  The
      Purchaser understands that the Shares have not been registered under the
      Securities Act by reason of a specific exemption therefrom, which exemption
      depends upon, among other things, the bona fide nature of the Purchaser’s
      investment intent as expressed herein. In this connection, the Purchaser
      understands that, in view of the Securities and Exchange Commission (the “SEC”),
      the statutory basis for such exemption may not be present if the Purchaser’s
      representations meant that the Purchaser’s present intention was to hold the
      Shares for a minimum capital gains period under applicable tax statutes, for
      a
      deferred sale, for a market rise, for a sale if the market does not rise, or
      for
      a year or any other fixed period in the future. 

     

    c.  The
      Purchaser further acknowledges and understands that the Shares must be held
      indefinitely unless they are subsequently registered under the Securities Act
      or
      an exemption from such registration is available. The Purchaser further
      acknowledges and understands that the Company is under no obligation to register
      the Shares. The Purchaser understands that the certificate evidencing the Shares
      will be imprinted with a legend which prohibits the transfer of the Shares
      unless they are registered or such registration is not required in the opinion
      of counsel satisfactory to the Company. 

     

    
      
         

      

      
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    8.  Stock
      Certificate Legends.  The
      share certificate evidencing the Shares issued hereunder shall be endorsed
      with
      the following legends: 

     

    a.  THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
      NOT
      WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
      SUCH
      SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
      RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 

     

    b.  THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE OPTION IN
      FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS
      OF
      AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON
      FILE
      WITH THE SECRETARY OF THE COMPANY. 

     

    c.  Any
      legend required by any applicable state securities laws. 

     

    9.  Market
      Stand-Off Agreement.  The
      Purchaser hereby agrees, if so requested by the managing underwriters or the
      Company in connection with a public offering of the Company’s Common Stock,
      that, without the prior written consent of such managing underwriters, the
      Purchaser will not offer, sell, contract to sell, grant any option to purchase,
      make any short sale or otherwise dispose of, assign any legal or beneficial
      interest in or make a distribution of any capital stock of the Company held
      by
      or on behalf of the Purchaser or beneficially owned by the Purchaser in
      accordance with the rules and regulations of the SEC for a period of up to
      180 days after the date of the final prospectus relating to the Company’s
      initial public offering. 

     

    10.  Adjustment
      for Stock Split.  All
      references to the number of Shares and the purchase price of the Shares in
      this
      Agreement shall be appropriately adjusted to reflect any stock split, reverse
      stock split or stock dividend or other similar change in the Shares which may
      be
      made by the Company after the date of this Agreement. 

     

    11.  Tax
      Consequences.  The
      Purchaser has reviewed with the Purchaser’s own tax advisors the federal, state,
      local and foreign tax consequences of this investment and the transactions
      contemplated by this Agreement. The Purchaser is relying solely on such advisors
      and not on any statements or representations of the Company or any of its
      agents. The Purchaser understands that the Purchaser (and not the Company)
      shall
      be responsible for the Purchaser’s own tax liability that may arise as a result
      of this investment or the transactions contemplated by this Agreement. The
      Purchaser understands that Section 83 of the Internal Revenue Code of 1986,
      as amended (the “Code”), taxes as ordinary income both (i) the difference
      between the fair market value of the Shares when the Company granted the
      Purchaser the right to purchase the Shares and the fair market value of the
      Shares on the date of this Agreement, and (ii) the difference between the
      amount paid for the Shares and the fair market value of the Shares as of the
      date any restrictions on the Shares lapse. In this context, “restriction”
includes the right of the Company to buy back the Shares pursuant to its
      repurchase option. The Purchaser understands that the Purchaser may elect to
      be
      taxed at the time the Shares are purchased rather than when and as the Company’s
      repurchase option or 16(b) period expires by filing an election under
      Section 83(b) of the Code with the I.R.S. within 30 days from the date
      of purchase. 

     

     

    
      
         

      

      
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    THE
      PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT
      THE COMPANY’S TO TIMELY FILE ANY ELECTION UNDER SECTION 83(b), EVEN IF THE
      PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
      THE
      PURCHASER’S BEHALF. 

     

    12.  General
      Provisions.  

     

    a.  This
      Agreement shall be governed by the laws of the State of New York. This Agreement
      represents the entire agreement between the parties with respect to the purchase
      of the Shares by the Purchaser and may only be modified or amended in writing
      signed by both parties. 

     

    b.  Any
      notice, demand or request required or permitted to be given by either the
      Company or the Purchaser pursuant to the terms of this Agreement shall be in
      writing and shall be deemed given when delivered personally or deposited in
      the
      U.S. mail, First Class with postage prepaid, and addressed to the parties at
      the
      addresses of the parties set forth at the end of this Agreement or such other
      address as a party may request by notifying the other in writing. 

     

    c.  The
      rights and benefits of the Company under this Agreement shall be transferable
      to
      any one or more persons or entities, and all covenants and agreements hereunder
      shall inure to the benefit of, and be enforceable by the Company’s successors
      and assigns. The rights and obligations of the Purchaser under this Agreement
      may only be assigned with the prior written consent of the Company and any
      purported transfer otherwise shall be null and void. 

     

    d.  Either
      party’s failure to enforce any provision or provisions of this Agreement shall
      not in any way be construed as a waiver of any such provision or provisions,
      nor
      prevent that party thereafter from enforcing each and every other provision
      of
      this Agreement. The rights granted both parties herein are cumulative and shall
      not constitute a waiver of either party’s right to assert all other legal
      remedies available to it under the circumstances. 

     

    e.  The
      Purchaser agrees upon request to execute any further documents or instruments
      necessary or desirable to carry out the purposes or intent of this Agreement.
      

     

    f.  THE
      PURCHASER ACKNOWLEDGES AND AGREES THAT THE LAPSING OF THE REPURCHASE OPTION
      PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN “AT
      WILL” EMPLOYEE OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR
      PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
      THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE REPURCHASE
      OPTION SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE
      OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR SUCH PERIOD, FOR ANY PERIOD, OR
      AT
      ALL, AND SHALL NOT INTERFERE WITH THE COMPANY’S RIGHT TO TERMINATE PURCHASER’S
      EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE 

     

    
      
         

      

      
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    g.  Purchaser
      has reviewed this Agreement in its entirety, has had an opportunity to obtain
      the advice of counsel prior to executing this Agreement and fully understands
      all provisions of this Agreement. 

     

    


     

    [SIGNATURE
      PAGE TO FOLLOW]

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Restricted Stock Purchase
      Agreement as of the day and year first set forth above.

     

    
      	US
              URANIUM
              INC.	 	 	
              PURCHASER:

            
	a
              Nevada corporation	 	 	 
	 	 	 	 	 
	
              By:

            	/s/ David
              Rector	 	 	/s/ James
              D.
              Davidson
	 	
              
David
              Rector	 	 	
              
James
              D. Davidson
	 	
              Director

            	 	 	 
	 	 	 	 	 
	 	 	 	 
	
              Address:

              6830
                Elm Street

              McLean,
                VA 22101

            	 	 	
              Address:

              7217
                Farm Meadow Court

              McLean,
                VA 22101

            


    

     

     

    
      
         

      

      
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