EXHIBIT 4.2
CONSULTING SERVICES AGREEMENT
CONSULTING
SERVICES AGREEMENT (this “Agreement”) is entered
into as of January 28, 2008 by and between CanAm
Uranium Corp., a Nevada corporation (the
“Company”), and Charles van Musscher (the
“Consultant”).
RECITALS
A.
The Company desires to be assured of the association and
services of Consultant and to avail itself of
Consultant’s experience, skills, abilities, knowledge
and background to advise the Company with respect to those
duties normally associated with Management Consulting services
and business development for the purpose of mining exploration
companies and is therefore willing to engage Consultant upon
the terms and conditions set forth herein; and
B.
Consultant
agrees to be engaged and retained by the Company upon the terms and
conditions set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and the covenants,
agreements and obligations set forth herein and for other good
and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby covenant and
agree as follows:
1.
Consulting Services .
Consultant
shall provide consulting services on a part-time basis to the
Company with respect to those duties normally associated with
acting as a management consultant and otherwise act as a consultant
of the Company (the “Consulting Services”). These
services are described as:
(i)
to provide general consulting services to CanAm in connection
with the development of new business ventures;
(ii)
to assist in strategic business planning for CanAm and advise
CanAm with respect to its capital structure;
(iii)
to perform a financial and strategic review of CanAm and to
assist CanAm in formulating its future strategy;
(iv)
to assist CanAm in the performance of due diligence related to
potential business arrangements;
(v)
to provide general consulting services on such matters as may
be requested by the Board of Directors of CanAm;
and
(vi)
to assist CanAm in developing marketing
strategies.
2.
Term .
The term of this Agreement shall commence as of the date hereof and
shall be effective a period of six months (the “Term”).
This agreement may be extended under the same terms by mutual
agreement between Consultant and the Company.
3.
Dedication of Resources .
Consultant shall devote such time, attention and energy as is
necessary to perform and discharge the duties and responsibilities
under this Agreement in an efficient, trustworthy and professional
manner.
4.
Standard of Performance .
Consultant shall use its best reasonable efforts to perform the
Consulting Services as an advisor to the Company in an efficient,
trustworthy and professional manner. Consultant shall perform the
Consulting Services to the sole satisfaction of, and in conjunction
and cooperation with, the Company.
5.
Compensation .
The Company sha ll
pay to Consultant two million (2,000,000) shares of common stock
(the “Shares”) of the Company and three million
(3,000,000) options for the purchase of common stock at a strike
price of the current market or fair market value upon execution of
this Agreement by the parties hereto, in exchange for performance
of the Consulting Services.
6
.
Registration of the Shares .
Commencing on the date hereof, the Company shall use its best
efforts to promptly register the Shares pursuant to the Securities
Act of 1933, as amended (the “Securities Act”), on
Securities and Exchange Commission (“SEC”) Form S-8,
provided the Consultant and the Company agree on the terms of a
lock-up agreement. Consultant hereby covenants that if he becomes a
director, officer, holder of ten percent (10%) of the equity and/or
voting securities of the Company or is or becomes an
“affiliate” of the Company (for the purposes of this
Agreement, “affiliate” shall mean an affiliate of, or
person affiliated with, a specified person that directly, or
indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person
specified), he will not offer to sell or resell the Shares
registered on Form S-8, except pursuant to the resale provisions of
the Securities Act applicable to affiliates who hold “control
securities.”
7.
Disclosure .
Consultant has reviewed information provided by the Company in
connection with the decision to purchase the Stock, including
Consultant’s publicly-available filings with the SEC. The
Company has provided Consultant with all the information that
Consultant has requested in connection with the decision to
purchase the Shares. Consultant further represents that Consultant
has had an opportunity to ask questions and receive answers from
the Company regarding the business, properties, prospects and
financial condition of the Company. All such questions have been
answered to the full satisfaction of Consultant.
8.
Subscription for Shares .
The Company is offering and selling the Shares to Consultant
pursuant to SEC Rule 506 of Regulation D, promulgated
purs
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