Exhibit
10.7
DEBENTURE AND WARRANT PURCHASE
AGREEMENT
This Debenture Purchase Agreement (this
“ Agreement ”), dated as of October ___, 2008,
is made by and between Bancroft Uranium Inc. (the “
Company ”) and the investors signatory hereto (each, a
“ Purchaser ”) .
For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1.
Issuance of Debentures
. The Company hereby agrees to issue to
each Purchaser against payment therefor as described herein, (a) a
debenture of the Company in the aggregate principal amount of
$44,000, which debenture shall be in the form of Exhibit A
attached hereto (a “ Debenture ”). The
total purchase price to be paid by the Purchasers for the purchase
of the Debentures is $44,000 (the “ Subscription
Amount ”). Subject to the terms and conditions
hereunder, at the closing, the Company shall deliver to each
Purchaser its Debenture, and each Purchaser shall deliver the
Subscription Amount to the account designated in writing by the
Company.
2.
Documents.
(a)
The rights and obligations of the
Purchasers and of the Company with respect to the Debentures and
the shares of Common Stock issuable under the Debenture (the
“ Underlying Shares ”) shall be identical in all
respects to the rights and obligations of the Purchasers and the
Company with respect to the debentures, the warrants and the
underlying shares issued pursuant to that certain Securities
Purchase Agreement dated November 30, 2007 among the Company and
the Purchasers (the “ Purchase Agreement ”).
Notwithstanding the preceding sentence, for clarity, the
Debentures issued hereunder (and Underlying Shares issuable upon
conversion thereof) shall not constitute an “Exempt
Issuance” under the Purchase Agreement. Defined terms not
otherwise defined herein shall have the meanings set forth in the
Purchase Agreement.
3.
Representations and Warranties of the
Company . The Company
hereby makes to the Purchasers the following representations and
warranties:
(a)
Authorization; Enforcement
. The Company has the requisite
corporate power and authority to enter into and to consummate the
transactions contemplated by this Agreement and otherwise to carry
out its obligations hereunder and thereunder. The execution
and delivery of this Agreement by the Company and the consummation
by the Company of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, its board of
directors or its stockholders in connection therewith. This
Agreement has been duly executed by the Company and, when delivered
in accordance with the terms hereof, will constitute the valid and
binding obligation of the Company enforceable against the Company
in accordance with its terms, except (i) as limited by general
equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific
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performance, injunctive relief or other
equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable
law.
(b)
No Conflicts . The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby do not and will not: (i)
conflict with or violate any provision of the Company’s
certificate or articles of incorporation, bylaws or other
organizational or charter documents; or (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time
or both would become a default) under, result in the creation of
any Lien (except as contemplated herein) upon any of the properties
or assets of the Company in connection with, or give to others any
rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any material
agreement, credit facility, debt or other material instrument
(evidencing Company debt or otherwise) or other material
understanding to which such Company is a party or by which any
property or asset of the Company is bound or affected; or (iii)
conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the
Company is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company is
bound or affected, except, in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result
in a Material Adverse Effect (as defined in the Purchase
Agreement).
(c)
Issuance of the Debenture
. The Debenture is duly authorized
and, upon the execution of this Agreement by a Purchaser, will be
duly and validly issued, fully paid and nonassessable, free and
clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents. The
Underlying Shares, when issued in accordance with the terms of the
Debenture, will be validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company. The
Company has reserved from its duly authorized capital stock a
number of shares of Common Stock for issuance of the Underlying
Shares.
(d)
Affirmation of Prior Representations
and Warranties . Except
as set forth on Schedule 3(d) hereto, the Company hereby
represents and warrants to each Purchaser that the Company’s
representations and warranties listed in Section 3.1 of the
Purchase Agreement are true and correct as of the date
hereof.
4.
Representations and Warranties of the
Purchasers . Each
Purchaser, severally, and not jointly hereby represents and
warrants as of the date hereof to the Company as
follows:
(a)
Authority . The execution, delivery and performance by
such Purchaser of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate or similar
action on the part of such Purchaser. This Agreement has been
duly executed by such Purchaser and, when delivered by such
Purchaser in accordance with the terms hereof, will constitute the
valid and legally binding obligation of such Purchaser, enforceable
against it in accordance with its terms, except (i) as limited by
general equitable principles and applicable bankruptcy,
insolvency,
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reorganization, moratorium and other laws
of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other
equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable
law.
(b)
Own Account . Such Purchaser (i) understands that the
Debentures are “restricted securities” and have not
been registered under the Securities Act or any applicable state
securities law, (ii) is acquiring the Debenture as principal for
its own account and not with
