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Exhibit 10.8
LOCK-UP
AGREEMENT
December
7, 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.
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 th
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