bancroft8k113007ex10-8.htm


    
      

      

    

    Exhibit 10.8

    
 

    LOCK-UP
      AGREEMENT

    


    December
      7, 2007

    


    Each
      Purchaser referenced below:

    


    
      	
               

            	
              Re:

            	
              Securities
                Purchase Agreement, dated as of November 30, 2007 (the “Purchase
                Agreement”), between Bancroft Uranium Inc., a Nevada corporation
                (the “Company”) and the purchasers signatory thereto (each, a
                “Purchaser” and, collectively, the
                “Purchasers”)

            


    

     

    Ladies
      and Gentlemen:

     

    Defined
      terms not otherwise defined in this letter agreement (the “Letter
      Agreement”) shall have the meanings set forth in the Purchase
      Agreement.  Pursuant to Section 2.2(a) of the Purchase Agreement and
      in satisfaction of a condition of the Company’s obligations under the Purchase
      Agreement, the undersigned irrevocably agrees with the Company that, from the
      date hereof until the 12 month anniversary of the Effective Date (such period,
      the “Restriction Period”), the undersigned will not offer,
      sell,  contract to sell, hypothecate, pledge or otherwise dispose of
      (or enter into any transaction which is designed to, or might reasonably be
      expected to, result in the disposition (whether by actual disposition or
      effective economic disposition due to cash settlement or otherwise) by the
      undersigned or any Affiliate of the undersigned or any person in privity with
      the undersigned or any Affiliate of the undersigned), directly or indirectly,
      including the filing (or participation in the filing) of a registration
      statement with the Commission in respect of, or establish or increase a put
      equivalent position or liquidate or decrease a call equivalent position within
      the meaning of Section 16 of the Exchange Act (each, a “Transfer”) with
      respect to, any shares of Common Stock or Common Stock Equivalents beneficially
      owned, held or hereafter acquired by the undersigned (the
“Securities”).  Beneficial ownership shall be calculated in
      accordance with Section 13(d) of the Exchange Act.  In order to
      enforce this covenant, the Company shall impose irrevocable stop-transfer
      instructions preventing the Transfer Agent from effecting any actions in
      violation of this Letter Agreement.

    


    The
      undersigned acknowledges that the execution, delivery and performance of this
      Letter Agreement is a material inducement to each Purchaser to complete the
      transactions contemplated by the Purchase Agreement and that each Purchaser
      (which shall be a third party beneficiary of this Letter Agreement) and the
      Company shall be entitled to specific performance of the undersigned’s
      obligations hereunder.  The undersigned hereby represents that the
      undersigned has the power and authority to execute, deliver and perform this
      Letter Agreement, that the undersigned has received adequate consideration
      therefor and that the undersigned will indirectly benefit from the closing
      of
      the transactions contemplated by the Purchase Agreement.

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    This
      Letter Agreement may not be amended or otherwise modified in any respect without
      the written consent of each of the Company, each Purchaser and the
      undersigned.  This Letter Agreement shall be construed and enforced in
      accordance with the laws of the State of New York without regard to the
      principles of conflict of laws. The undersigned hereby irrevocably submits to
      the
      exclusive jurisdiction of the United States District Court sitting in the
      Southern District of New York and the courts of the State of New York located
      in
      Manhattan, for the purposes of any suit, action or proceeding arising out of
      or
      relating to this Letter Agreement, and hereby waives, and agrees not to assert
      in any such suit, action or proceeding, any claim that (i) it is not personally
      subject to the jurisdiction of such court, (ii) the suit, action or proceeding
      is brought in an inconvenient forum, or (iii) the venue of the suit, action
      or
      proceeding is improper. The undersigned hereby irrevocably waives
      personal service of process and consents to process being served in any such
      suit, action or proceeding by receiving a copy thereof sent to the Company
      at
      the address in effect for notices to it under the Purchase Agreement and agrees
      that such service shall constitute good and sufficient service of process and
      notice thereof.  The undersigned hereby waives any right to a trial by
      jury.  Nothing contained herein shall be deemed to limit in any way
      any right to serve process in any manner permitted by law.  The
      undersigned agrees and understands that this Letter Agreement does not intend
      to
      create any relationship between the undersigned and each Purchaser and that
      each
      Purchaser is not entitled to cast any votes on the matters herein contemplated
      and that no issuance or sale of the Securities is created or intended by virtue
      of this Letter Agreement.

    


    By
      its
      signature below, the Company’s Transfer Agent hereby acknowledges and agrees
      that, reflecting this Letter Agreement, it has placed an irrevocable stop
      transfer instruction on all Securities beneficially owned by the undersigned
      until the end of the Restriction Period.  This Letter Agreement shall
      be binding on successors and assigns of the undersigned with respect to the
      Securities and any such successor or assign shall enter into a similar agreement
      for the benefit of the Purchasers.

    


    


    ***
      SIGNATURE PAGE FOLLOWS***

    


     

     

     

     

    
 

    


    
      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

     

    This
      Letter Agreement may be executed in two or more counterparts, all of which
      when
      taken together may be considered one and the same agreement.

     

    /s/
      Andrew Hamilton

    Signature

     

    Andrew
      Hamilton

    Print
      Name

     

    Director

    Position
      in Company

    


    Address
      for Notice:

    


    8655
      East Via De Ventura, Suite G200

    Scottsdale,
      AZ                                

    85258

    


    260,000

    Number
      of
      shares of Common Stock

    


    n/a___________________________________________________________________________

    Number
      of
      shares of Common Stock underlying subject to warrants, options, debentures
      or
      other convertible securities

     

    By
      signing below, the Company agrees to enforce the restrictions on transfer set
      forth in this Letter Agreement.

    


    Bancroft
      Uranium Inc.

    


    By:
      /s/
      P. Leslie Hammond

    Name:
      P.
      Leslie Hammond

    Title:
      President and CEO

    


    


    Acknowledged
      and agreed to

    as
      of the
      date set forth above:

    


    [insert
      name of transfer agent]

    


    By:
      _______________________________

    Name:

    Title:

     

     

    3