Exhibit 10.34


 


STOCK PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT
is made and entered into this 12th day of August 2005 by and among URANIUM
RESOURCES, INC., a Delaware corporation (the “Company”), and the undersigned
(individually sometimes referred to as a “Purchaser” and collectively with all
persons acquiring Common Stock of the Company in connection with this offering
as the “Purchasers”):


 


1.                                       Definitions.  For the purposes of this Purchase Agreement:


 


“Closing Date” shall have
the meaning set forth in Section 4 of this Purchase Agreement.


 


“Commission” shall mean
the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.


 


“Common Stock” shall mean
the Company’s Common Stock, $0.001 par value per share.


 


“Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended, or any similar federal statue
and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.


 


“Holder” shall mean each of
the Purchasers, or their successors and assigns.


 


“Material Adverse Effect”
means a material adverse affect on (a) the assets, liabilities, business,
properties, operations, financial condition, or results of operations of the
Company and any subsidiaries, taken as a whole, or (b) the ability of the
Company to perform its obligations pursuant to this Agreement or under the
agreements or instruments to be entered into or filed in connection herewith.


 


“Person” shall mean a
natural person, corporation, partnership, limited liability company, trust or
any other entity, other than a governmental entity, recognized by statute in
its jurisdiction of formation as having legal existence.


 


“Purchase Agreement”
shall mean this Stock Purchase Agreement by and among the Company and
Purchaser.


 


“Registrable Securities”
shall mean the shares of Common Stock held by the Holders; provided, however,
that Registrable Securities shall not include such securities that have been (a) sold
to or through a broker or dealer or underwriter in a public distribution or a
public securities transaction or (b) pursuant to Rule 144 promulgated
under the Securities Act.


 


The terms “register,” “registered”
and “registration” refer to a registration effected by preparing and filing a
registration statement with the Commission in compliance with the Securities
Act, and the declaration or ordering of the effectiveness of such registration
statement.


 


“Registration Expenses”
shall mean all expenses, except as otherwise stated below, incurred by the
Company in complying with Section 7.1 hereof, including, without
limitation, all registration, qualification and filing fees, printing expenses,
escrow fees, fees and disbursements


 





















 


of counsel for the
Company, blue sky fees and expenses, the expense of any special audits incident
to or required by any such registration (but excluding the compensation of
regular employees of the Company which shall be paid in any event by the
Company).


 


“Securities Act” shall
mean the Securities Act of 1933, as amended, or any similar federal statute and
the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time.


 


“Selling Expenses” shall
mean all underwriting discounts, selling commissions and stock transfer
expenses applicable to the securities registered by the Holders and, except as
set forth above, all reasonable fees and disbursements of counsel for any
Holder.


 


“Shares” shall mean the
shares of Common Stock issued to the Purchaser pursuant to this Purchase
Agreement and any other securities issued in respect of such securities upon
any stock split, stock dividend, recapitalization, merger, consolidation or
similar event.


 


“Subsidiary” or “Subsidiaries”
shall mean a corporation or corporations of which the Company shall at the time
own directly or indirectly 50% or more of the outstanding common stock and all
of the outstanding stock of any other class, and the term “wholly-owned
Subsidiary” shall mean a corporation of which the Company shall at the time own
directly or indirectly all of the outstanding stock, except for directors’
qualifying shares.


 


2.                                       Representations
and Warranties of the Company.  The
Company represents and warrants that on the date hereof and the Closing Date:


 


2.1                                 Organization.  The Company is a duly domesticated and
validly existing corporation in good standing under the laws of the state of
Delaware with all necessary corporate power to enter into and perform this
Purchase Agreement, issue and sell the Shares and carry on the business now
conducted by it.  The Company is duly
qualified and in good standing as a foreign corporation in all jurisdictions in
which the nature of its business or the character of the property owned by it
makes such qualification necessary, and is duly authorized, qualified and
licensed under all laws, regulations, ordinances or orders of public
authorities to carry on its business in the places and in the manner presently
conducted.


 


All necessary corporate
proceedings have been taken by the board of directors of the Company to
authorize the execution, delivery and performance of this Purchase Agreement
and the transactions contemplated hereby. 
No action is required by the stockholders of the Company in connection
with the execution, delivery and performance of this Purchase Agreement, except
approval of an increase in the number of shares of authorized Common Stock,
which approval will be solicited.  The
Agreement has been duly authorized, executed and delivered and is enforceable
against the Company in accordance with its terms.  Upon issuance of the Shares at the Closing
and receipt of the consideration to be paid for the Shares, the Shares will be
duly authorized, validly issued, fully paid and non-assessable.


 


2.2                                 No
Legal Obstacle.  Neither the
consummation of the transactions contemplated by this Purchase Agreement nor
compliance with the provisions of this Purchase Agreement nor issuance of the
Shares, will result in any breach or violation of any of the provisions of, or
constitute a default under, the charter or by-laws of the Company, or any
provision of law, agreement or other instrument which will remain in effect
after the issue and sale of the Shares


 


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and to which the Company is a party or by which it is
bound, or of any applicable order or regulation of any governmental authority
having jurisdiction, or result in the creation under any other agreement or
instrument of any lien or encumbrance upon any assets of the Company.


 


2.3                                 Tax
Returns.  The Company and its
Subsidiaries have filed all federal, state and local tax returns which are
required to be filed and have paid, or made adequate provision for the payment
of, all taxes which have or may become due pursuant to said returns or
otherwise or to assessments received by the Company or its Subsidiaries, except
such as are being vigorously contested in good faith.  The Company has made adequate provision for
all current taxes.


 


2.4                                 Capitalization.  The authorized capital stock of the Company
on the date hereof consists of 200,000,000 shares of Common Stock, $.001 par
value per share (the “Common Stock”), of which 138,065,596 shares were issued
and outstanding and 29,399,081 shares were reserved for issuance under stock
option plans, deferred compensation plans and convertible notes.


 


Except as set forth
above, there are no outstanding options, warrants, scrip, rights to subscribe
for, puts, calls, rights of first refusal, agreements, understandings, claims
or other commitments or rights, of any character whatsoever relating to, or
securities or rights convertible into, exercisable for, or exchangeable for any
shares of capital stock of the Company, or arrangements by which the Company is
or may become bound to issue additional shares of capital stock of the Company.  The issuance and sale of the Securities will
not obligate the Company to issue shares of Common Stock or other securities to
any Person (other than the Purchasers) (except that holders of $600,000 in
notes will have the right to convert their notes, plus accrued interest into
shares of Common Stock at the price at which the Shares are sold in this
offering) and will not result in a right of any holder of Company securities to
adjust the exercise, conversion, exchange or reset price under such
securities.  No further approval or
authorization of any stockholder, the Board of Directors of the Company or
others is required for the issuance and sale of the Securities.  There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s stockholders.  The Company’s Certificate of Incorporation
and the Company’s By-laws, each as in effect on the date hereof, filed as
exhibits to the Company’s SEC Documents, are true and correct copies of each
such document.


 


2.5                                 Finders.  All negotiations relative to this Purchase
Agreement and the transactions contemplated herein have been carried on by the
Company with Rice, Voelker LLC on behalf of the Purchasers in such manner as
not to give rise to any valid claim against the Company for a finder’s fee,
brokerage commission or like payment, except for payment of a commission to
Rice, Voelker, LLC.


 


2.6                                 Authorization
and Approvals.  The execution,
delivery and performance of this Purchase Agreement do not require any approval
or consent on the part of, or filing, registration or qualification with, any
governmental body, federal, state or local that has not been obtained or performed
or any third person, pursuant to any agreement or otherwise, except for
requisite filings under state and federal law to permit the private offering of
the Shares in compliance with exemptions from registration under such laws.


 


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2.7                                 No
Conflicts; No Violation.


 


(a)                                  The
execution, delivery and performance of this Agreement and the consummation by
the Company of the transactions contemplated hereby and thereby do not and will
not (i) conflict with or result in a violation of any provision of the
Certificate of Incorporation or By-laws, (ii) violate or conflict with, or
result in a breach of any provision of, or constitute a default (or an event
which with notice or lapse of time or both could become a default) under, or
give to others any rights of termination, amendment (including without
limitation, the triggering of any anti-dilution provision), acceleration or
cancellation of, any agreement, indenture, patent, patent license, or
instrument to which the Company is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including U.S. federal
and state securities laws and regulations and regulations of any self-regulatory
organizations to which the Company or its securities are subject) applicable to
the Company or by which any property or asset of the Company is bound or
affected (except for such conflicts, breaches, defaults, terminations,
amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect).


 


(b)                                 The
Company is not in violation of its Certificate of Incorporation, By-laws or
other organizational documents and the Company is not in default (and no event
has occurred which with notice or lapse of time or both could put the Company
in default) under, and the Company has not taken any action or failed to take
any action that (and no event has occurred which, without notice or lapse of
time or both) would give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to
which the Company is a party or by which any property or assets of the Company
is bound or affected, except for possible defaults as would not, individually or
in the aggregate, have a Material Adverse Effect.


 


(c)                                  The
Company is not conducting its business in violation of any law, ordinance or
regulation of any governmental entity, the failure to comply with which would,
individually or in the aggregate, have a Material Adverse Effect.


 


(d)                                 Except
as specifically contemplated by this Agreement and as required under the
Securities Act and any applicable state securities laws or any listing
agreement with any securities exchange or automated quotation system, the Company
is not required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency or any regulatory
or self regulatory agency in order for it to execute, deliver or perform any of
its obligations under this Agreement or to issue and sell the Shares in
accordance with the terms hereof.


 


2.8                                 SEC
Documents, Financial Statements. 
Since June 1, 2004, the Company has filed all reports, schedules,
forms, statements, and other documents required to be filed by it with the SEC
pursuant to the reporting requirements of the Securities Act and the Exchange
Act (all of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements and schedules thereto and documents
(other than exhibits) incorporated by reference therein, being hereinafter
referred to herein as the “SEC Documents”). 
As of their respective dates, the SEC Documents, as the same have been
amended, complied in all material respects with the requirements of the Securities
and Exchange Act of 1934 or the Securities Act, as the case may be, and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC,


 


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contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.  As of
their respective dates, the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC
with respect thereto.  Such financial
statements have been prepared in accordance with U.S. generally accepted
accounting principles, consistently applied, during the periods involved
(except (i) as may be otherwise indicated in such financial statements or
the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may not include footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial position
of the Company as of the dates thereof and the results of its operations and
cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).  Except as set forth in the financial
statements included in the SEC Documents, the Company has no material liabilities,
contingent or otherwise, other than liabilities incurred in the ordinary course
of business subsequent to December 31, 2004, and liabilities of the type
not required under generally accepted accounting principles to be reflected in
such financial statements.  The foregoing
is subject to the exception that the financial statements for the second and
third quarters of 2004 will be restated, consistent with the principles of
restatement set forth in the Annual Report on Form 10-KSB/A (second
amendment) for the 2003 and 2004 annual financial statements and the Quarterly
Report on Form 10-QSB/A for the quarter ended March 31, 2005 for the
first quarter 2004 and 2005 financial statements, in each case filed with the
SEC on July 28, 2005.  Such
restatements will occur when the Second and Third Quarter 10-QSBs are filed
with the SEC.


 


2.9                                 Absence
of Certain Changes.  Except as
disclosed in the SEC Documents or in the Private Placement Memorandum dated July 29,
2005, since the date of the latest audited financial statements included within
the SEC Documents, (i) there has been no event, occurrence or development
that has had or that could reasonably be expected to result in a Material
Adverse Effect, (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP or required to be disclosed in filings
made with the Commission, (iii) the Company has not altered its method of
accounting, and (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital
stock.  The Company does not have pending
before the Commission any request for confidential treatment, except for the
request for confidential treatment of certain uranium supply contracts.


 


2.10                           Disclosure.  No information relating to or concerning the
Company set forth in this Agreement or provided to the Purchasers pursuant to Section 2.4
hereof or otherwise provided in connection with the transactions contemplated
hereby, including without limitation any oral or written statements made or
given by the officers of the Company, or any of the Company’s agents, to any Purchaser,
or any Purchaser’s agent, taken as a whole, contained any untrue statement of a
material fact nor omitted to state any material fact necessary in order to make
the statements made herein or therein, in light of the circumstances under
which they were made, not misleading.  No
event or circumstance has occurred or information exists with respect to the
Company or its business, properties, operations or financial conditions, which,
under applicable law, rule or regulation, requires immediate public
disclosure or announcement by the


 


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Company but which has not been so publicly announced
or disclosed.  The Company acknowledges
and agrees that no Purchaser makes or has made any representations or
warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 3 hereof.


 


2.11                           No
Integrated Offering.  Neither the
Company, nor any of its affiliates, nor any person acting on its or their
behalf, has directly or indirectly made any offers or sales in any security or
solicited any offers to buy any security under circumstances that would require
registration under the Securities Act of the issuance of the Shares to the Purchasers.


 


3.                                       Representations;
Warranties and Acknowledgments of the Purchaser.


 


3.1                                 Purchase
for Investment.  The Purchaser
represents and warrants to the Company that it will acquire the Shares to be
purchased by it for its own account for investment and not with a view to the
distribution thereof, and that it has no present intention of making any
distribution or disposition of them; provided, however, that the
disposition of its property shall at all times be and remain within its
control.  The acquisition of Shares by
the Purchaser shall constitute its confirmation of said representation and
warranty.  The Purchaser understands that
the Shares are being sold to it in a transaction which is exempt from the
registration requirements of the Securities Act of 1933, and that the Shares
must be held by it and may not be resold unless they are subsequently registered
under the Act or an exemption from such registration is available.  The Purchaser further understands that the
Shares will be legended with a notation that they were acquired for investment
in an exempt transaction and that they may not be resold unless they are
subsequently registered under the Securities Act of 1933 or unless an exemption
from such registration is available.


 


3.2                                 Accredited
Investor Status.  The Purchaser
represents and warrants that he, she or it understands that the Company will
rely upon the following information for purposes of its determination that the
Purchaser is an “accredited investors” (as that term is defined in Regulation D
promulgated by the SEC under the Securities Act of 1933, as amended), and that the Shares will not be registered under the
Securities Act in reliance upon one or more of the exemptions from registration
provided under the Securities Act and Regulation D for nonpublic
offerings.  Each Purchaser represents and
warrants that he, she or it is an accredited investor by virtue of meeting one
of the following requirements:


 


(a)                                  If
the Purchaser is an individual he or she had an individual income in each of
the two most recent years and reasonably 
expects to have individual income in excess of $200,000 for the current
year or a joint income with his or her spouse in excess of $300,000 in each of
the two most recent years and reasonably 
expects to have joint income with such spouse in excess of $300,000 for
the current year; or he or she currently has an individual net worth, or his or
her spouse and he or she have a joint net worth, in excess of $1,000,000; or


 


(b)                                 If
the Purchaser is a trust it has total assets in excess of $5,000,000, was not
formed for the specific purpose of acquiring the Shares, and the purchase of
the Shares has been directed by a “sophisticated person” as defined in Rule 506(b)(2)(ii) of
Regulation D, that is, a person who has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of an investment in the Shares.


 


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(c)                                  If
the Purchaser is a partnership (i) it was not formed for the specific
purpose of acquiring the Shares and has total assets in excess of $5,000,000,
or (ii) all of its equity owners individually qualify as accredited
investors.


 


(d)                                 If
the Purchaser is a limited liability company or other legal entity (i) it
was not formed for the specific purpose of acquiring the Shares and total
assets in excess of $5,000,000, or (ii) all of its equity owners
individually qualify as accredited investors.


 


4.                                       Purchase
and Sale of the Shares.  Subject to
the terms and conditions of this Purchase Agreement, the Company agrees to
issue and sell to the Purchaser and the Purchaser agrees to purchase from the
Company, at the Closing, such number of shares of Common Stock as is stated on
the last page of this Agreement, free and clear of all restrictive and
other legends (except as expressly provided herein), at a purchase price of
$.50 per share.


 


The Closing shall be held
at 10:00 a.m. on at the offices of Rice,Voelker LLC on August 12,
2005.  At the Closing, the Company will
execute and deliver to you, unless otherwise requested by you, a single stock
certificate, registered in the name and for the number of Shares set forth on
the last page of this Agreement, dated the date of the Closing, against
payment of the purchase price by wire transfer of immediately available funds
or delivery of an official bank check in Federal Funds or other immediately
available funds.


 


5.                                       Conditions
to the Purchaser’s Obligations.  The
obligation of each Purchaser to purchase and pay for the Shares to be acquired
by it at the Closing shall be subject to the compliance by the Company with its
agreements herein contained, and to the satisfaction at or before such Closing
of the following further conditions:


 


5.1                                 Sale
of Shares.  The Company will issue
and sell the Shares at the time and in the manner provided and receive payment
therefor in the amounts and for the consideration specified in Section 4.


 


5.2                                 Accuracy
of Representations and Warranties. 
The representations and warranties contained in Section 2 of this
Purchase Agreement shall be true and correct on and as of the date of the
Closing with the same force and effect as though made on and as of the date of
such Closing; no event which, if the Shares had been outstanding, from the
passage of time or giving of notice, or both, would become such an event of
default shall have occurred and be continuing on the date of the Closing;
between the date hereof and the Closing, neither the business nor assets nor
the condition, financial or otherwise, of the Company and its Subsidiaries on a
consolidated basis shall have been adversely affected in any material manner as
the result of any fire, explosion, accident, drought, strike, lockout, riot,
sabotage, confiscation, condemnation or purchase of any property by
governmental authority, activities of armed forces or acts of God or the public
enemy, or other event or development.


 


5.3                                 Proper
Proceedings.  All proper corporate
proceedings shall have been taken by the Company to authorize this Purchase
Agreement and the transactions contemplated hereby.


 


5.4                                 Delivery
of Other Documents.  Purchaser shall
have received the following:


 


(a)                                  Good
Standing Certificate.  A long form
certificate of good standing dated the same month as the Closing of the
Secretary of State of the State of Delaware as to the


 


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existence and good standing of the Company and listing the charter
documents of the Company on file in his office, and copies, certified by said
Secretary of State, of all such charter documents;


 


(b)                                 Officers’
Certificate.  A certificate of the
Secretary of the Company, in form and substance satisfactory to Purchaser,
certifying


 


(i)                                     a
copy of the by-laws of the Company, and


 


(ii)                                  resolutions
of the Board of Directors of the Company relating to the Agreement and the
Shares.


 


(c)                                  Opinion
of Counsel.  An opinion of counsel
for the Company on such matters as Rice Voelker (defined below) shall
reasonably request.


 


(d)                                 Certificates
for Shares.  Certificate of the
Transfer Agent that the Shares have been issued..


 


5.5                                 General.  All instruments and legal proceedings in
connection with the transactions contemplated by this Purchase Agreement shall
be satisfactory in form and substance to you and your special counsel shall
have received copies of all documents, including records of corporate
proceedings, which you or your special counsel may have requested in connection
therewith, such documents where appropriate to be certified by proper corporate
or governmental authorities.


 


6.                                       The
Shares, Use of Proceeds and Future Offerings.


 


6.1                                 The
Shares.  Each certificate
representing Shares shall be executed by or bear the facsimile signature of the
President, any Vice-President or its Treasurer and its Secretary, and shall be
dated its date of issue.


 


6.2                                 Use
of Proceeds.  The proceeds of the
Shares, together with the proceeds of all other sales of Common Stock being
offered in this same offering, shall be used substantially as stated in the
Private Placement Memorandum dated July 29, 2005, as amended by that
supplement to the Private Placement Memorandum dated August 10, 2005.


 


6.3                                 Future
Offerings.  The Company agrees that,
without the written consent of Rice Voelker, it will not sell or issue its
Common Stock for consideration valued at less than $1.00 per share and will not
sell any other securities of the Company that may be converted into its Common
Stock for consideration valued at less than $1.00 per share, in either case, at
any time prior to the later to occur of (i) January 1, 2006, or (ii) that
date upon which the Registration Statement (defined below) becomes effective
for all Registrable Securities.  The
$1.00 threshold stated in the preceding sentence shall be appropriately
adjusted to reflect any stock dividend, split, combination or other
recapitalization of shares by the Company occurring after the date hereof.  The foregoing shall not apply to (i) options
currently outstanding or hereafter issued to employees or directors (to the extent such options are
issued under plans currently in place and disclosed in the SEC Documents and
provided that the shares issued upon the exercise of such options are issued
from the pool of reserved shares described in Section 2.4 hereof) or (ii) shares


 


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issuable on conversion of up to $735,000 of debt
currently outstanding plus accrued interest thereon.


 


7.                                       Registration
Rights.


 


7.1                                 Mandatory
Registration.  The Company shall
prepare and file with the Commission a registration statement (the “Registration
Statement”) on an appropriate form covering the resale of the Registrable
Securities by the Purchasers on or prior to the 30th day after the Closing
Date.


 


7.2                                 Expenses
of Registration.  All Registration
Expenses incurred in connection with the registration shall be borne by the
Company.  Unless otherwise stated, all
Selling Expenses relating to securities registered on behalf of the Purchaser
shall be borne by the Purchaser of such securities pro rata on the basis of the
number of shares so registered except the legal fees and disbursements of any
counsel for any Holder not required to be paid by the Company which shall be
borne by such Holder.


 


7.3                                 Registration
Procedures.  At its expense the
Company will:


 


(a)                                  Prepare
and file with the Commission the Registration Statement and use its
commercially reasonable efforts to cause such Registration Statement to become
effective as soon as possible after the filing thereof, and keep the
Registration Statement effective pursuant to Rule 415 at all times,
subject to Section 7.4, until such date as is the earlier of (i) the
date on which all Registrable Securities have been sold by each Holder, and (ii) the
date on which the Registration Rights terminate as set forth in Section 7.8;


 


(b)                                 Promptly
notify each Holder upon the declaration of the effectiveness of the
Registration Statement and promptly furnish to the Purchasers participating in
such registration and to the underwriters (if any) of the securities being
registered such reasonable number of copies of the registration statement,
preliminary prospectus (and all required amendments and supplements to any thereof),
final prospectus and such other documents as such Purchasers or such
underwriters may reasonably request in order to facilitate the public offering
of such securities;


 


(c)                                  use
its commercially reasonable efforts to register or qualify such Registrable
Securities under such other applicable state securities or blue sky laws of
such states as any Holder of Registrable Securities covered by such
Registration Statement reasonably requests as may be necessary for the
marketability of the Registrable Securities and do any and all other acts and
things which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in such jurisdictions of the Registrable Securities owned
by such Holder; and


 


(d)                                 use
its commercially reasonable efforts to cause all the Registrable Securities
covered by the Registration Statement to be quoted on such principal securities
market on which securities of the same class issued by the Company are then
listed or traded.


 


7.4                                 Suspension
of Registration.  The Company shall
promptly notify the Purchasers of (i) the issuance by the Commission of a
stop order suspending the effectiveness of the


 


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Registration Statement, (ii) the happening of any
event, of which the Company has knowledge, as a result of which the prospectus
included in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and (iii) the occurrence or existence of any pending corporate development
that, in the reasonable discretion of the Company, makes it appropriate to
suspend the availability of the Registration Statement to comply with
Commission rules.  In each case the
Company shall use commercially reasonable efforts to promptly prepare a
supplement or amendment to the Registration Statement to correct such untrue
statement or omission, and deliver such number of copies of such supplement or
amendment to each Holder as such Holder may reasonably request; provided that,
the Company may delay to the extent permitted by law the disclosure of material
non-public information concerning the Company the disclosure of which at the time
is not, in the good faith opinion of the Company, in the best interests of the
Company (an “Allowed Delay”); provided, further, that an Allowed Delay shall
not exceed 30 consecutive days in any 365-day period, and there shall be no
more than two such Allowed Delay periods. 
The Company shall promptly notify the Purchasers in writing of the
existence of an Allowed Delay and shall advise the Purchasers in writing to
cease all sales under the Registration Statement until the end of the Allowed
Delay.


 


7.5                                 Indemnification.


 


(a)                                  The
Company will indemnify and hold harmless each Holder and Rice, Voelker LLC (“Rice
Voelker”), each of their respective officers and directors, trustees, members,
employees and partners, and each Person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which
registration has been effected pursuant to this Section 7 and each
underwriter, if any, and each Person who controls any underwriter within the
meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any
of the foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any registration statement,
prospectus, offering circular or other document, or any amendment or supplement
thereto, incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, or any
violation by the Company of the Securities Act, the Exchange Act, state
securities law or any rule or regulation promulgated under such laws
applicable to the Company in connection with any the registration, and within a
reasonable period the Company will reimburse each such Holder and Rice Voelker,
each of their respective officers and directors, trustees, members, employees
and partners, and each Person controlling such Holder within the meaning of Section 15
of the Securities Act, each such underwriter and each Person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating, preparing, defending or paying any such claim,
loss, damage, liability or action; provided that the Company will not be liable
in any such case to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission, made in reliance upon and in conformity
with written information furnished to the Company by an instrument duly
executed by such Holder, controlling Person or underwriter and stated to be
specifically for use therein.


 


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(b)                                 Each
Holder will, if Registrable Securities held by such Holder are included in the
Registration Statement, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company’s securities covered by the
Registration Statement, each Person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, Rice
Voelker and each other such Holder each of their respective officers and
directors, trustees, members, employees and partners, and each Person
controlling such Holder within the meaning of Section 15 of the Securities
Act, against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in the Registration Statement,
prospectus, offering, circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and within a
reasonable period will reimburse the Company, Rice Voelker, such Purchasers,
each of their respective officers and directors, trustees, employees and
partners, and each Person controlling such Holder within the meaning of Section 15
of the Securities Act, for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in the Registration Statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder and
stated to be specifically for use therein. 
Notwithstanding the foregoing, the liability of each Holder under this
subsection (b) shall be limited in an amount equal to the gross
proceeds before expenses and commissions to such Holder received for the shares
sold by such Holder, unless such liability arises out of or is based on willful
misconduct by such Holder.


 


(c)                                  Each
party entitled to indemnification under this Section 7.5 (the “Indemnified
Party”) shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and shall permit
the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of any such claim or any litigation, shall
be approved by the Indemnified Party (whose approval shall not unreasonably be
withheld or delayed), and the Indemnified Party may participate in such defense
at such Indemnified Party’s expense, and provided further that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 7 unless the
failure to give such notice is materially prejudicial to an Indemnifying Party’s
ability to defend such action and provided further, that the Indemnifying Party
shall not assume the defense for matters as to which there is a conflict of
interest or separate and different defenses. 
No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.


 


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7.6                                 Information
by Holder.  The Holder of Registrable
Securities included in the registration shall furnish to the Company such
information regarding such Holder, the Registrable Securities held by them and
the distribution proposed by such Holder as the Company may request in writing
and as shall be required in connection with the registration referred to in
this Section 7.


 


7.7                                 Rule 144
Reporting.  With a view to making
available the benefits of certain rules and regulations of the Commission
that may at any time permit the sale of the Restricted Securities to the public
without registration, the Company agrees to use its commercially reasonable
efforts to:


 


(a)                                  Make
and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act, at all times;


 


(b)                                 Use
its commercially reasonable efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and


 


(c)                                  So
long as a Holder owns any Restricted Securities to furnish to the Holder
forthwith upon request a written statement by the Company as to its compliance
with the reporting requirements of said Rule 144, and of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as the
Holder may reasonably request in availing itself of any rule or regulation
of the Commission allowing the Holder to sell any such securities without registration.


 


7.8                                 Termination
of Registration Rights.  The
registration rights granted pursuant to Section 7 shall terminate as to
each Holder on the earlier of (i) two years after the effective date of
the Registration Statement, (ii) the date on which all Registrable
Securities held by such Holder may be resold without registration or without
regard to any volume limitations by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect or (iii) all of
the Registrable Securities held by such Holder have been sold pursuant to the
Registration Statement or Rule 144(k) under the Securities Act or any
other rule of similar effect.


 


8.                                       Survival
of Covenants.  All covenants,
agreements, representations and warranties made herein and in certificates
delivered pursuant hereto shall be deemed to have been material and relied on
by you, notwithstanding any investigation made by you or on your behalf, and
shall survive the execution and delivery to you of the Shares and your payment
therefor.


 


9.                                       Addresses.  Any notice or demand which by any provisions
of this Purchase Agreement is required or provided to be given shall be deemed
to have been sufficiently given or served for all purposes by being sent as
registered or certified mail, postage and registration charges prepaid, to the
following addresses:  if to the Company,
Uranium Resources, Inc., 650 South Edmonds, Suite 108, Lewisville,
TX  75067, or, if any other address shall
at any time be designated by the Company in writing to the Purchaser, to such
other address; and if to a Purchaser, to the address stated on the last page of
this Agreement or, if any other address shall at any time be designated by the
Purchaser in writing to the Company, to such address.


 


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10.                                 Dates;
Captions.  For convenience of
reference, this Purchase Agreement shall be dated as of the date first above
written, regardless of the date upon which you shall have signed the acceptance
hereof.  Captions and headings are for
the convenience of reference only and shall not be deemed part of this Purchase
Agreement or used in its construction.


 


11.                                 Benefits.  All of the terms and provisions of this
Purchase Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, provided that the obligations of
the Purchaser under this Purchase Agreement may not be assigned without the
prior written consent of the Company.


 


12.                                 Whole
Agreement; Controlling Law; Exhibits and Schedules.  This Purchase Agreement, which constitutes
the entire agreement between the parties with respect to the subject matter
hereof (replacing any other agreements written and oral), shall be governed by
and construed in accordance with the law of the state of New York.  Exhibits and schedules attached hereto shall
be deemed incorporated by reference herein as fully as if set forth herein in
full.


 


13.                                 Counterparts;
Signatures.  This Purchase Agreement
may be executed in any number of counterparts, each of which, when executed and
delivered, shall be an original, but such counterparts shall together
constitute one and the same instrument. 
Signatures may be delivered by facsimile.


 


IN WITNESS WHEREOF,
this Stock Purchase Agreement was duly executed on the date first written
above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  URANIUM RESOURCES, INC. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Paul K. Willmott, President

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER: 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name on Certificate:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Shares:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
								



 


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