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Exhibit 10.7
LOCK-UP
AGREEMENT
November
30, 2007
Each
Purchaser referenced below:
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Re:
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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
”)
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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.
Notwithstanding
the foregoing, the undersigned shall be permitted to make the
following Transfers of the shares of the Company’s
Common Stock held by the undersigned during the Restriction
Period expressly in accordance with the following
(collectively, “ Permitted Transfers
”).
For
the purposes of this letter agreement, “ Permitted
Transfer ” means, with respect to any Person, (i) a
Transfer of Common Stock Equivalents to an immediate family
member or Affiliate of such Person, (ii) if such Person is a
limited or general partnership, a Transfer of Common Stock
Equivalents to its partners in connection with a distribution
of securities held by such Person to its partners or (iii) a
Transfer of Common Stock Equivalents with the prior written
consent of the Company in a private transaction exempt from
the registration requirements o
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