8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 1, 2012

Uranium Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-17171	75-2212772
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
405 State Highway 121 Bypass, Building A, Suite 110 Lewisville, TX		75067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 219-3330

Not Applicable

Former name or former address, if changed since last report

  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation

of the registrant under any of the following provisions:

[X]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01             Entry into a Material Definitive Agreement.

Merger Agreement

On March 1, 2012, Uranium Resources, Inc., a Delaware corporation (“URI”), and URI Merger Corporation, a Nevada corporation and an indirect wholly-owned subsidiary of URI (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neutron Energy, Inc., a Nevada corporation (“Neutron”).  Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into Neutron (the “Merger”), with Neutron continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of URI.

Upon the consummation of the Merger (the “Effective Time”), each share of Neutron’s common stock (“Neutron Common Stock”) (other than dissenting shares or shares held by URI or its subsidiaries) will be converted into the right to receive a pro-rata portion of 3,837,061shares of common stock, par value $0.001 per share of URI (“URI Common Stock”), calculated by dividing 3,837,061 by the number of shares of Neutron Common Stock issued and outstanding immediately prior to the Effective Time.  No fractional shares of URI Common Stock will be issued. The Merger will not qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. Neutron is a foreign real property holding company.  As a result, URI will withhold 10% of the shares of URI Common Stock to be issued to certain Neutron shareholders who are foreign shareholders and who have not obtained a certificate of exemption from the Internal Revenue Service.

Each of URI, Merger Sub and Neutron has made customary representations and warranties and covenants in the Merger Agreement.  The completion of the Merger is subject to various closing conditions, including, without limitation, (a) adoption of the Merger Agreement by Neutron’s shareholders, (b) approval by URI’s stockholders of the issuance of URI Common Stock in the Merger and the related transactions described herein, (c) the expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (d) the effectiveness of the registration statement on Form S-4 in connection with the issuance of URI Common Stock in the Merger, (e) approval by NASDAQ with respect to the listing of the shares of URI Common Stock to be issued in the Merger, (f) subject to certain exceptions, the accuracy of the representations and warranties of each party, (g) performance in all material respects of each party of its obligations under the Merger Agreement, and (h) the effectiveness of certain transactions contemplated by the other agreements described herein.

The Merger Agreement contains certain termination rights for both URI and Neutron. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, Neutron will be required to pay a termination fee of $1,403,568, of which 70% is payable to URI and 30% to Resource Capital Fund V L.P.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

The Board of Directors of URI has unanimously approved the Merger and related transactions described herein.  Subject to shareholder approval, the Merger is expected to close in the third quarter of 2012.

Neutron Shareholder Voting Agreement

In connection with the execution of the Merger Agreement, on March 1, 2012, URI and the following shareholders of Neutron: Primary Corp., Roytor & Co FBO Passport Global Mstr Fnd SPC for and on behalf of Portfolio A Global Strategy, Roytor & Co FBO Passport Materials Mstr Fund LP, The Kelsey Lua Boltz Revocable Trust, Gary C. Huber, Jerry Nelson, John Campbell and Edward M. Topham (collectively, the “Consenting Shareholders”), entered into a Shareholder Voting Agreement (the “Voting Agreement”) under which the Consenting Shareholders agreed to vote a number of their shares of Neutron Common Stock representing 44.87% of the issued and outstanding shares of Neutron Common Stock in favor of adoption of the Merger Agreement and the Merger and against certain actions or competing proposals that could breach or interfere with the Merger Agreement. The Voting Agreement will terminate upon the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) at the option of each Consenting Shareholder, the execution or granting of any amendment, modification, change or waiver with respect to the Merger Agreement subsequent to the date of the Voting Agreement that results in any decrease in the number of shares of URI Common Stock to be paid per share of Neutron Common Stock held by the Consenting Shareholders or any changes in the form of consideration to be received by the holders of such shares in the Merger or is otherwise materially adverse to Neutron’s shareholders.  Pursuant to the Voting Agreement, the Consenting Shareholders also agreed not to transfer or dispose of any of their Neutron Common Stock, enter into any voting arrangement or grant any proxies with respect to their Neutron Common Stock.  A copy of the Shareholder Voting Agreement is attached hereto as Exhibit 10.1.

Neutron Settlement and Release Agreements

Concurrently with the execution of the Merger Agreement, on March 1, 2012, URI, Neutron and the following claimholders of Neutron: Kelsey Boltz, Gary Huber, James Graham, Edward Topham, John K. Campbell, Jerry Nelson, Henry G. Grundstedt, and Carolyn C. Loder (the “Releasors”) entered into a Release Agreement (the “Release Agreement”), and URI, Neutron, and Nuclear Fuel Cycle Consulting, LLC entered into a Settlement Agreement (the “Settlement Agreement”).   Pursuant to the Release Agreement each Releasor, and pursuant to the Settlement Agreement, Nuclear Fuel Cycle Consulting, LLC, has agreed at the Effective Time of the Merger, subject to the conditions in the respective agreements, to release, in full and complete settlement, any claims against Neutron.  A copy of the Release Agreement is attached hereto as Exhibit 10.2 and a copy of the Settlement Agreement is attached hereto as Exhibit 10.3.

URI Common Stock Offering to Resource Capital Fund V L.P.

Investment Agreement

In connection with the execution of the Merger Agreement, on March 1, 2012, URI and Neutron entered into an Investment Agreement (the “Investment Agreement”) with Resource Capital Fund V L.P. (“RCF”).  Subject to the conditions therein, concurrent with the closing of the Merger, RCF has agreed to purchase 24,638,673 shares of URI Common Stock for $20,000,000.  The proceeds will be used by URI to partially repay a loan due to RMB Australia Holdings Limited by Neutron as described below.  In addition and subject to the conditions therein, RCF has agreed to purchase up to an additional $15,000,000 in URI Common Stock, divided in two tranches, for the purpose of funding the working capital of URI and Neutron.  The first tranche of this private placement must occur within ten business days of March 1, 2012 and is for purchase by RCF of 10.3 million shares of URI Common Stock for $10,000,000 in cash consideration.  Up to $4.5 million of the proceeds will be used to fund the working capital needs of Neutron prior to closing of the Merger pursuant to the Credit and Funding Agreement described below.  As part of the second tranche of this private placement, upon completion of the Merger, URI, at its option, may sell an additional $5 million of common stock to RCF at a per share price equal to the lower of $0.9747 or the volume-weighted average price of URI Common Stock for the twenty trading days preceding the closing of the Merger.

All shares of URI Common Stock to be issued to RCF in connection with the Investment Agreement will be through one or more offerings exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) under Section 4(2) of the Securities Act.  RCF has represented to URI that RCF is an “accredited investor” as defined in Regulation D under the Securities Act.  A copy of the Investment Agreement is attached hereto as Exhibit 10.4.

Stockholders’ Agreement

In connection with the execution of the Investment Agreement, on March 1, 2012, URI entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with RCF. Under the Stockholders’ Agreement, RCF will be entitled to have one designee placed in nomination for a seat on the URI Board of Directors at the 2012 Annual Meeting.  RCF is also granted the right to participate in future equity offerings by URI in proportion to its percentage ownership of the outstanding shares of URI Common Stock.   A copy of the Stockholders’ Agreement is attached hereto as Exhibit 4.1.

Registration Rights Agreement

In connection with the execution of the Investment Agreement, on March 1, 2012, URI entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with RCF, pursuant to which RCF is granted certain registration rights with respect to the shares of URI Common Stock issued under the Investment Agreement.  The Registration Rights Agreement obligates URI to file immediately following the consummation of the Merger a registration statement to enable RCF to sell its URI Common Stock in a continuous offering under Rule 415 of the Securities Act. In addition, the Registration Rights Agreement provides that RCF has certain demand registration rights and the right to include its shares of URI Common Stock in any other registration statement that URI should file under the Securities Act. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.2.

Credit and Funding Agreement

In connection with the execution of the Merger Agreement, on March 1, 2012, URI, Neutron and Cibola Resources LLC entered into a Credit and Funding Agreement (the “Credit and Funding Agreement”).  Under the Credit and Funding Agreement, during the period from March 1, 2012 until the Effective Time of the Merger, URI has agreed to loan to Neutron up to $4.5 million to fund Neutron’s working capital needs during that period, including its transaction costs for the Merger.  The loans will be secured by a security interest in certain of Neutron’s real and personal property, to be shared by RMB and URI on a pari passu basis in the event that the Merger is not consummated and RMB and URI foreclose on the collateral.  A copy of the Credit and Funding Agreement is attached hereto as Exhibit 10.5.

In connection with the execution of the Credit and Funding Agreement, on March 1, 2012, URI and Neutron entered into a Pledge and Security Agreement (the “Pledge and Security Agreement”).  Under the Pledge and Security Agreement, URI has acquired a security interest in all personal property and fixtures of Neutron to secure the loans provided pursuant to the Credit and Funding Agreement. A copy of the Pledge and Security Agreement is attached hereto as Exhibit 10.6.

Neutron Debt Restructuring

As background, Neutron had approximately $28 million in debt outstanding owed to RMB Australia Holdings, Ltd. (“RMB”) as of December 31, 2011.  As part of the Investment Agreement with RCF, RCF will provide URI with $20 million in equity financing, which will be used to partially repay the existing RMB loan.  The remainder of Neutron debt owed to RMB will be converted into 8,361,327 shares of URI Common Stock.  Once the transactions are consummated, URI will acquire Neutron on a debt-free basis.

Forbearance and Debt Conversion Agreement

In connection with the execution of the Merger Agreement, on March 1, 2012, URI, Neutron and Cibola Resources, LLC entered into a Forbearance and Debt Conversion Agreement (the “Forbearance and Debt Conversion Agreement”) with RMB and RMB Resources, Inc.  The Forbearance and Debt Conversion Agreement provides that RMB will forbear from exercising any rights in respect of existing defaults under Neutron’s existing RMB loan facility until the closing of the Merger, subject to RMB’s right to terminate its forbearance upon the occurrence of certain events.  RMB has also agreed to accept, upon the closing of the Merger, $20,000,000 in cash plus 8,361,327 shares of URI Common Stock in full satisfaction of the approximately $28 million of Neutron debt.  The Forbearance and Debt Conversion Agreement provides for the right of RMB to have its shares of URI Common Stock registered for resale on similar terms to that set forth for RCF, as well as certain demand and piggyback registration rights.

All shares of URI Common Stock to be issued to RMB in connection with the Forbearance and Debt Conversion Agreement will be through an offering exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act.  RMB has represented to URI that it is an “accredited investor” as defined in Regulation D under the Securities Act.  A copy of the Forbearance and Debt Conversion Agreement is attached hereto as Exhibit 10.7.

Intercreditor Agreement

In connection with the execution of the Credit and Funding Agreement, on March 1, 2012, URI, Neutron and Cibola Resources, LLC entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with RMB and RMB Resources, Inc.  Under the Intercreditor Agreement, URI and RMB have agreed to share (in the event the Merger is not consummated and URI’s and RMB’s loans to Neutron are foreclosed) in the collective collateral securing RMB’s existing approximately $28 million loan to Neutron and URI’s up to $4.5 million loan.   RMB and URI would share in the proceeds of any foreclosure on a pari passu basis.  URI has agreed that it may not institute foreclosure proceedings without the consent of RMB until the passage of 180 days.  A copy of the Intercreditor Agreement is attached hereto as Exhibit 10.8.

Item 3.02             Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference to this Item 3.02.

Additional Information

In connection with the proposed Merger, URI will file a registration statement on Form S-4, a joint proxy statement/prospectus and other relevant documents with the Securities and Exchange Commission (the “SEC”).  Stockholders are urged to read the registration statement and joint proxy statement/prospectus when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.  The registration statement and joint proxy statement/prospectus, once available, as well as other filings containing information about URI and Neutron, can be obtained without charge at the SEC’s website (http://www.sec.gov) or by directing a request to URI: Deborah K. Pawlowski, 716.843.3908, dpawlowski@keiadvisors.com.

URI and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of URI in connection with the proposed transaction.  Information about the directors and executive officers of URI is set forth in the proxy statement for URI’s 2011 annual meeting of stockholders, as filed with the SEC on April 29, 2011. Additional information regarding the interests of those participants and other persons who may be deemed participants in the proposed transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.  Investors may obtain free copies of these documents as described above.

Forward-Looking Statements; Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are subject to risks, uncertainties and assumptions and are generally identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words.  All statements addressing operating performance, events, or developments that URI expects or anticipates will occur in the future, including but not limited to statements relating to expected strategic and other  benefits from the transaction, the anticipated timing of the closing of the merger, statements set forth in the CEO quotes, URI’s mineralized uranium materials, timing of receipt of mining permits, production capacity of mining operations planned for properties in South Texas and New Mexico, planned dates for commencement of production at such properties, revenue, cash generation and profits are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include, but are not limited to, the spot price and long-term contract price of uranium, weather conditions, operating conditions at URI’s mining projects, government regulation of the mining industry and the nuclear power industry, world-wide uranium supply and demand, availability of capital, timely receipt of mining and other permits from regulatory agents and other factors which are more fully described in URI’s documents filed with the Securities and Exchange Commission.  Should one or more of these risks or uncertainties materialize, or should any of URI’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on URI’s forward-looking statements. Except as required by law, URI disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.

Item 9.01             Financial Statements and Exhibits

(d)	Exhibits
	Exhibit 2.1:	Agreement and Plan of Merger, dated as of March 1, 2012, by and among Uranium Resources, Inc., URI Merger Corporation and Neutron Energy, Inc.
	Exhibit 4.1:	Stockholders’ Agreement, dated as of March 1, 2012, by and between Uranium Resources, Inc. and Resource Capital Fund V L.P.
	Exhibit 4.2:	Registration Rights Agreement, dated as of March 1, 2012, by and among Uranium Resources, Inc. and Resource Capital Fund V L.P.
	Exhibit 10.1:	Shareholder Voting Agreement, dated as of March 1, 2012, by and among Uranium Resources, Inc. and certain specified shareholders of Neutron Energy, Inc.
	Exhibit 10.2:	Release Agreement, dated as of March 1, 2012, by and between Kelsey Boltz, Gary Huber, James Graham, Edward Topham, John K. Campbell, Jerry Nelson, Henry G. Grundstedt, and Carolyn C. Loder , Neutron Energy, Inc. and Uranium Resources, Inc.
	Exhibit 10.3:	Settlement Agreement, dated as of March 1, 2012, by and among Nuclear Fuel Cycle Consulting, LLC, Neutron Energy, Inc. and Uranium Resources, Inc.
	Exhibit 10.4:	Investment Agreement, dated as of March 1, 2012, by and among Uranium Resources, Inc., Neutron Energy, Inc. and Resource Capital Fund V L.P.

Exhibit 10.5:	Credit and Funding Agreement, dated as of March 1, 2012, by and among Neutron Energy, Inc., Cibola Resources LLC and Uranium Resources, Inc.
Exhibit 10.6:	Pledge and Security Agreement, dated as of March 1, 2012, by and among Uranium Resources, Inc. and Neutron Energy, Inc.
Exhibit 10.7:	Forbearance and Debt Conversion Agreement, dated as of March 1, 2012, by and among RMB Australia Holdings, Ltd., RMB Resources, Inc., Uranium Resources, Inc., Neutron Energy, Inc. and Cibola Resources, LLC.
Exhibit 10.8:	Intercreditor Agreement, dated as of March 1, 2012, by and among RMB Australia Holdings, Ltd., Uranium Resources, Inc., Neutron Energy, Inc., Cibola Resources, LLC and RMB Resources, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Uranium Resources, Inc.
Dated: March 7, 2012	By:	/s/Thomas H. Ehrlich
		Name: Thomas H. Ehrlich
		Title: Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number Description

Exhibit 2.1:	Agreement and Plan of Merger, dated as of March 1, 2012, by and among Uranium Resources, Inc., URI Merger Corporation and Neutron Energy, Inc.
Exhibit 4.1:	Stockholders’ Agreement, dated as of March 1, 2012, by and between Uranium Resources, Inc. and Resource Capital Fund V L.P.
Exhibit 4.2:	Registration Rights Agreement, dated as of March 1, 2012, by and among Uranium Resources, Inc. and Resource Capital Fund V L.P.
Exhibit 10.1:	Shareholder Voting Agreement, dated as of March 1, 2012, by and among Uranium Resources, Inc. and certain specified shareholders of Neutron Energy, Inc.
Exhibit 10.2:	Release Agreement, dated as of March 1, 2012, by and between Kelsey Boltz, Gary Huber, James Graham, Edward Topham, John K. Campbell, Jerry Nelson, Henry G. Grundstedt, and Carolyn C. Loder , Neutron Energy, Inc. and Uranium Resources, Inc.
Exhibit 10.3:	Settlement Agreement, dated as of March 1, 2012, by and among Nuclear Fuel Cycle Consulting, LLC, Neutron Energy, Inc. and Uranium Resources, Inc.
Exhibit 10.4:	Investment Agreement, dated as of March 1, 2012, by and among Uranium Resources, Inc., Neutron Energy, Inc. and Resource Capital Fund V L.P.
Exhibit 10.5:	Credit and Funding Agreement, dated as of March 1, 2012, by and among Neutron Energy, Inc., Cibola Resources LLC and Uranium Resources, Inc.
Exhibit 10.6:	Pledge and Security Agreement, dated as of March 1, 2012, by and among Uranium Resources, Inc. and Neutron Energy, Inc.
Exhibit 10.7:	Forbearance and Debt Conversion Agreement, dated as of March 1, 2012, by and among RMB Australia Holdings, Ltd., RMB Resources, Inc., Uranium Resources, Inc., Neutron Energy, Inc. and Cibola Resources, LLC.
Exhibit 10.8:	Intercreditor Agreement, dated as of March 1, 2012, by and among RMB Australia Holdings, Ltd., Uranium Resources, Inc., Neutron Energy, Inc., Cibola Resources, LLC and RMB Resources, Inc.

EX-2.1

Exhibit 2.1

Execution Copy March 1, 2012

AGREEMENT AND PLAN OF MERGER

AMONG

URANIUM RESOURCES, INC.

(“Purchaser”),

URI MERGER CORPORATION

an indirect, wholly-owned subsidiary of Purchaser

(“Merger Sub”),

and

NEUTRON ENERGY, INC.

(“Target”)

TABLE OF CONTENTS

Page

Article 1		THE MERGER	1
	1.1	The Merger	1
	1.2	Closing	1
	1.3	Effective Time	2
	1.4	Effects of the Merger	2
	1.5	Articles of Incorporation and Bylaws of the Surviving Corporation	2
	1.6	Directors	2
	1.7	Officers	2
	1.8	Additional Actions	3
Article 2		CONVERSION OF SECURITIES	3
	2.1	Conversion of Capital Stock	3
	2.2	Exchange Ratios; Fractional Shares	4
	2.3	Exchange of Certificates	4
	2.4	Dissenting Shares	6
	2.5	Options and Warrants	6
	2.6	No Further Ownership Rights in Target Common Stock	7
	2.7	Termination of Exchange Fund	7
	2.8	No Liability	7
	2.9	Investment of Exchange Fund	7
Article 3		REPRESENTATIONS AND WARRANTIES  OF PURCHASER AND MERGER SUB	8
	3.1	Organization and Qualification; Subsidiaries	8
	3.2	Certificate of Incorporation and Bylaws	8
	3.3	Capitalization	8
	3.4	Authority Relative to this Agreement	10
	3.5	No Conflict; Required Filings and Consents	10
	3.6	Compliance; Permits	11
	3.7	SEC Filings; Financial Statements	11
	3.8	Controls and Procedures	12
	3.9	Absence of Certain Changes or Events	13

	3.10	Absence of Litigation	13
	3.11	Property and Title	13
	3.12	Fee Surface and Fee Mineral Lands	13
	3.13	Surface and Mineral Leases	13
	3.14	Mining Claims	14
	3.15	Water Rights	14
	3.16	Environmental Matters	15
	3.17	Agreements, Contracts and Commitments	16
	3.18	Vote Required	16
	3.19	Brokers	16
Article 4		REPRESENTATIONS AND WARRANTIES OF TARGET	16
	4.1	Organization and Qualification; Subsidiaries	16
	4.2	Articles of Incorporation and Bylaws	17
	4.3	Capitalization	17
	4.4	Authority Relative to this Agreement	18
	4.5	No Conflict; Required Filings and Consents	19
	4.6	Compliance; Permits	19
	4.7	Financial Statements	19
	4.8	No Undisclosed Liabilities	21
	4.9	Absence of Certain Changes or Events	21
	4.10	Absence of Litigation	21
	4.11	Employee Plans	21
	4.12	Labor and Employee Matters	22
	4.13	Property and Title	23
	4.14	Fee Surface and Fee Mineral Lands	23
	4.15	Surface and Mineral Leases	23
	4.16	Mining Claims	24
	4.17	Water Rights	24
	4.18	Insurance	24
	4.19	Taxes	25
	4.20	Environmental Matters	27
	4.21	Intellectual Property	28
	4.22	Agreements, Contracts and Commitments	29

ii

	4.23	Interested Party Transactions	30
	4.24	Brokers	30
	4.25	Opinions of Financial Advisors	30
	4.26	Vote Required	30
	4.27	NCA and State Takeover Laws	31
	4.28	No Other Representations and Warranties	31
Article 5		COVENANTS OF THE PARTIES	31
	5.1	Conduct of Business of Target	31
	5.2	Conduct of Business of Purchaser	34
	5.3	Stockholder Approval	35
	5.4	Registration Statement	35
	5.5	Reasonable Best Efforts	37
	5.6	Neutron Funding Agreement	37
	5.7	HSR Act	37
	5.8	Other Governmental Matters	38
	5.9	Intentionally Omitted	38
	5.10	Public Announcements	38
	5.11	Notification of Certain Matters	38
	5.12	No Solicitation	38
	5.13	Confidentiality; Access	41
	5.14	Listing Application	41
	5.15	Director and Officer Insurance	41
	5.16	FIRPTA	42
	5.17	Englewood and Albuquerque Leases	43
Article 6		CONDITIONS	43
	6.1	Mutual Conditions	43
	6.2	Conditions to Obligations of Target	43
	6.3	Conditions to Obligations of Purchaser and Merger Sub	44
Article 7		TERMINATION AND AMENDMENT	45
	7.1	Termination of Agreement	45
	7.2	Notice of Termination; Effect of Termination	46
	7.3	Fees and Expenses	47
	7.4	Amendment	49

iii

	7.5	Extension; Waiver	49
Article 8		MISCELLANEOUS	49
	8.1	No Survival	49
	8.2	Cross References to Defined Terms	49
	8.3	Terms not Defined Elsewhere	50
	8.4	Notices	56
	8.5	Interpretation	58
	8.6	Counterparts	58
	8.7	Entire Agreement	58
	8.8	Third Party Beneficiaries	58
	8.9	Governing Law	58
	8.10	Specific Performance	59
	8.11	Assignment	59

iv

Exhibits

Exhibit A—Target Stockholders executing Voting Agreements

Exhibit B—Budget

Exhibit C—Target Knowledge Persons

Exhibit D—Purchaser Knowledge Persons

Exhibit E—Neutron Funding Agreement

Exhibit F—RCF Investment Agreement

Exhibit G—RMB Agreement

Exhibit H—Form of Transaction Cost Settlement Agreements

Exhibit I—Parties to Transaction Cost Settlement Agreements

Exhibit J—Form of Voting Agreement

v

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 1, 2012, by and among URANIUM RESOURCES, INC., a Delaware corporation (“Purchaser”), URI MERGER CORPORATION, a Nevada corporation and an indirect, wholly-owned subsidiary of Purchaser (“Merger Sub”), and NEUTRON ENERGY, INC., a Nevada corporation (“Target”).

WHEREAS, the respective boards of directors of Purchaser, Merger Sub and Target have each approved and adopted this Agreement and the transactions contemplated hereby, including the merger of Merger Sub with and into Target (the “Merger”), upon the terms and subject to the conditions set forth herein;

WHEREAS, Merger Sub is a direct, wholly-owned subsidiary of URI Neutron Holdings II, Inc., a Delaware corporation, which is a direct, wholly-owned subsidiary of URI Neutron Holdings I, Inc., a Delaware corporation, which is a direct, wholly-owned subsidiary of Purchaser;

WHEREAS, contemporaneously with entering into this Agreement, Purchaser has entered into the Voting Agreements with each of the Target Stockholders listed on Exhibit A hereto pursuant to which, among other things, such stockholders have agreed to vote their shares of Target Common Stock to approve the Merger, all on the terms and subject to the conditions set forth in the Voting Agreements;

WHEREAS, contemporaneously with entering into this Agreement, Purchaser and Target have entered into additional agreements with various third parties related to the transaction contemplated hereby, including the RCF Investment Agreement, the RMB Agreement, the Neutron Funding Agreement, the Transaction Cost Settlement Agreements and the Cebolleta Agreement (collectively, the “Transaction Agreements”); and

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1

THE MERGER

1.1The Merger.  At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the Nevada Corporations Act (the “NCA”), Merger Sub shall be merged with and into Target, whereupon the separate corporate existence of Merger Sub shall cease, and Target shall continue as the surviving corporation in the Merger.  Target in its capacity as the surviving corporation of the Merger is sometimes referred to herein as the “Surviving Corporation.”

1.2Closing.  The closing of the Merger (the “Closing”) shall take place at the offices of Baker & Hostetler LLP, 303 East 17th Avenue, Suite 1100, Denver, Colorado 80203-1264, at 10:00 a.m., local time, on a date to be specified by the parties (the “Closing Date”), which shall be no later than the second Business Day after the satisfaction or waiver (to the extent permitted by this Agreement and applicable Law) of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, date and time as Purchaser and Target may agree in writing.

1.3Effective Time.  On the Closing Date, immediately after the Closing, the parties shall cause the Merger to be consummated by executing and filing of articles of merger (the “Articles of Merger”) with the Secretary of State of the State of Nevada and make all other filings or recordings required under the NCA in connection with the Merger.  The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Nevada, or at such later date as the parties shall agree and as shall be set forth in the Articles of Merger (the time the Merger becomes effective is referred to herein as the “Effective Time”).

1.4Effects of the Merger.  The effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the NCA.  Without limiting the generality of the foregoing, at the Effective Time, all the properties, assets, rights, privileges, immunities, powers, franchises and authority of Target and Merger Sub shall vest in the Surviving Corporation, and all obligations of Target and Merger Sub shall become the obligations of the Surviving Corporation, all as provided in the NCA and the other applicable Laws of the State of Nevada.  At and after the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of Target or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of Target or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the properties, assets or rights of Target or Merger Sub.

1.5Articles of Incorporation and Bylaws of the Surviving Corporation.

(a)The articles of incorporation of Merger Sub as in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and the provisions of this Agreement and applicable Law; provided, however, that Article 1 of the articles of incorporation of the Surviving Corporation shall be amended in its entirety to read as follows:  “The name of the corporation is Neutron Energy, Inc.”

(b)The bylaws of Merger Sub as in effect at the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and the provisions of this Agreement and applicable Law.

1.6Directors.  The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.

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1.7Officers.  The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.

1.8Additional Actions.  If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law or any other acts are reasonably necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Target, or (b) otherwise carry out the provisions of this Agreement, Target shall execute and deliver all such deeds, assignments or assurances in Law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of Target or otherwise to take any and all such action.

ARTICLE 2

CONVERSION OF SECURITIES

2.1Conversion of Capital Stock.  At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub or Target:

(a)Each share of common stock, $0.001 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, $0.001 par value, of the Surviving Corporation.  Such newly issued shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation

(b)Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares held by Purchaser or any direct or indirect wholly-owned Subsidiary of Purchaser and subject to Section 2.1(d)) shall be converted into and represent a number of shares of Purchaser Common Stock equal to the Exchange Ratio.

(c)Each share of capital stock of Target held in the treasury of Target shall be cancelled and retired and no payment shall be made in respect thereof.

(d)Notwithstanding anything in this Section 2.1 to the contrary, with respect to each Target Stockholder, Purchaser shall not be required to issue a number of shares of Purchaser Common Stock (the “FIRPTA Withheld Shares”) otherwise issuable to such Target Stockholder the value of which is equal to the amount required to be withheld by Purchaser from such Target Stockholder pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code” and such Treasury Regulations thereunder shall be referred to herein as “Treas. Reg.”) with respect to the consummation of the Merger (taking into account any Certificate of Non-Foreign Status or FIRPTA Exemption Certificate applicable to a Target Stockholder which is provided to Purchaser at or prior to Closing). If at or before Closing a Target Stockholder who is a foreign person within the meaning of Treas. Reg. Section 1.445-1 (a “Foreign Target Stockholder”), provides Purchaser with a FIRPTA Affidavit, Purchaser shall issue and distribute FIRPTA Withheld Shares in the amounts due to a Foreign Target Stockholder within twenty (20) days of Purchaser’s receipt of the certificate or certificates issued by the U.S Internal Revenue Service (the “IRS”) under IRS Revenue Procedure 2000-35 stating that such Foreign Target Stockholder is subject to no FIRPTA withholding or a reduced amount of FIRPTA withholding on the Foreign Target Stockholder’s receipt of Purchaser Common Stock in the Merger (the “FIRPTA Exemption Certificate”). Notwithstanding anything contained herein, upon the Purchaser’s receipt of (i) notice that a Foreign Target Stockholder has received from the IRS a final denial of such stockholder’s application for a FIRPTA Exemption Certificate or (ii) a FIRPTA Exemption Certificate providing for a reduced amount of FIRPTA withholding attributable to a Foreign Target Stockholder, Purchaser shall cease to have any obligation to such Foreign Target Stockholder with respect to the FIRPTA Withheld Shares attributable to such Foreign Target Stockholder except that in the case of clause (ii) Purchaser will deliver to a Foreign Target Stockholder a number of FIRPTA Withheld Shares that would have been delivered if such Foreign Target Stockholder had delivered the FIRPTA Exemption Certificate at Closing.  In the event that a Target Stockholder does not provide Purchaser at or prior to Closing with (i) a Certificate of Non-Foreign Status, (ii) a FIRPTA Exemption Certificate or (ii) a FIRPTA Affidavit, Purchaser shall be entitled to withhold and not issue a number of shares of Purchaser Common Stock the value of which is equal to the amount required to be withheld from such Target Stockholder pursuant to Section 1445 of the Code with respect to the consummation of the Merger.

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2.2Exchange Ratios; Fractional Shares.

(a)The “Exchange Ratio” (rounded to the nearest ten-thousandth of a share) shall be equal to the quotient obtained by dividing (i) 3,837,061 by (ii) the number of shares of Target Common Stock issued and outstanding immediately prior to the Effective Time.

(b)No fractional shares of Purchaser Common Stock shall be issued as a result of the conversion provided for in Section 2.1.  To the extent that an outstanding share of Target Common Stock would otherwise have become a fractional share of Purchaser Common Stock, the holder thereof, upon presentation of such fractional interest represented by an appropriate certificate for Target Common Stock to the Exchange Agent pursuant to Section 2.3, will receive a full share of Purchaser Common Stock therefor if the fractional interest is equal to or greater than 0.5 and no payment in cash, shares or otherwise for a fractional interest that is less than 0.5.  If more than one certificate representing shares of Target Common Stock shall be surrendered for the account of the same holder, the number of shares of Purchaser Common Stock for which certificates have been surrendered shall be computed on the basis of the aggregate number of shares represented by the certificates so surrendered.

(c)In the event that prior to the Effective Time, Purchaser shall declare a stock dividend or other distribution payable in shares of Purchaser Common Stock or securities convertible into shares of Purchaser Common Stock, or effect a stock split, reclassification, combination or other change with respect to shares of Purchaser Common Stock, the Exchange Ratio shall be adjusted to reflect such dividend, distribution, stock split, reclassification, combination or other change.

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2.3Exchange of Certificates.

(a)Exchange Agent.  At or immediately following the Effective Time, Purchaser shall deposit with an exchange agent as may jointly be designated by Purchaser and Target (the “Exchange Agent”), for the benefit of the Target Stockholders, for exchange in accordance with this Section 2.3, certificates representing shares of Purchaser Common Stock issuable pursuant to Section 2.1 in exchange for outstanding shares of Target Common Stock and shall from time to time deposit cash in an amount reasonably expected to be paid pursuant to Section 2.3(b) (such shares of Purchaser Common Stock and any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”).

(b)Exchange Procedures.  As soon as practicable after the Effective Time, the Exchange Agent shall mail a letter of transmittal to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Purchaser Common Stock pursuant to Section 2.1 (which letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Purchaser may reasonably specify) and instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Purchaser Common Stock.  Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Purchaser Common Stock which such holder has the right to receive pursuant to Section 2.1 and (y) a check representing the amount of unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, which such holder has the right to receive pursuant to the provisions of this Article 2, after giving effect to any required withholding tax, and the shares represented by the Certificate so surrendered shall forthwith be cancelled.  Purchaser will use its reasonable best efforts to cause the Exchange Agent to send such certificate and any check within three Business Days of its receipt of a Certificate and a duly executed letter of transmittal.  No interest will be paid or accrued on the unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, payable to Target Stockholders.  In the event of a transfer of ownership of shares of Target Common Stock which is not registered on the transfer records of Target, a certificate representing the proper number of shares of Purchaser Common Stock, together with a check for the unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, may be issued to such transferee if the Certificate representing such shares of Target Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid.  Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender a certificate representing shares of Purchaser Common Stock and unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, as provided in this Article 2.

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(c)Lost Certificates.  In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, Purchaser shall issue in exchange for such lost, stolen or destroyed Certificate the shares of Purchaser Common Stock issuable in exchange therefor pursuant to Section 2.1 and unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any.  Purchaser shall, as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Purchaser a bond in such sum as it may direct as indemnity against any claim that may be made against Purchaser with respect to the Certificate alleged to have been lost, stolen or destroyed.

(d)Distributions with Respect to Unexchanged Shares.  Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Purchaser Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate until the holder shall surrender such Certificate as provided in this Section 2.3.  Until such Certificate has been surrendered as provided in this Section 2.3, Purchaser shall deposit the amount of any dividends or other distributions with the Exchange Agent.  Subject to the effect of applicable Laws, following surrender of any such Certificate, the Exchange Agent shall pay to the holder of the certificates representing whole shares of Purchaser Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Purchaser Common Stock and not paid, less the amount of any withholding Taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Purchaser Common Stock, less the amount of any withholding Taxes which may be required thereon.

2.4Dissenting Shares.

(a)Dissenting Shares shall not be converted into or represent the right to receive shares of Purchaser Common Stock, unless the applicable Target Stockholder shall have forfeited his, her or its right to appraisal under the NCA or properly withdrawn, his, her or its demand for appraisal.  If such Target Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the shares of Purchaser Common Stock issuable in respect of such shares pursuant to Section 2.1, and (ii) promptly following the occurrence of such event, Purchaser shall deliver to the Exchange Agent a certificate representing the shares of Purchaser Common Stock to which such holder is entitled pursuant to Section 2.1.

(b)Target shall give Purchaser (i) prompt notice of any written demands for appraisal of any shares of Target Common Stock, withdrawals of such demands, and any other instruments that relate to such demands received by Target and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the NCA.  Target shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal of shares of Target Common Stock or offer to settle or settle any such demands.

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2.5Options and Warrants.

(a)The board of directors of Target shall take such action as is necessary so that at, or prior to, the Effective Time each outstanding Option shall become fully vested and exercisable and must be exercised by the holder thereof in accordance with its terms (except as provided in the following sentence) effective as of the Effective Time or it will expire at the Effective Time and the holder thereof will not be entitled to any consideration therefor or have any rights thereunder.  Any vesting and exercise of an Option may be conditioned on consummation of the Merger so that if the Merger is not completed, the Option will remain outstanding and subject to its original vesting schedule.  In the event of any such conditional exercise, all shares of Target Common Stock underlying such exercised Options will be deemed to have been issued and outstanding immediately prior to the Effective Time for purposes of this Article 2.  Promptly following the date hereof, Target shall deliver to the holders of Options outstanding appropriate notices setting forth such holders’ rights pursuant to such Options, as amended by this Section 2.5.

(b)Each Warrant will be cancelled at the Effective Time as provided in the RMB Agreement.

2.6No Further Ownership Rights in Target Common Stock.  All shares of Purchaser Common Stock issued upon surrender of Certificates in accordance with the terms hereof (including any dividends or distributions paid pursuant to this Article 2) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Common Stock represented thereby, and there shall be no further registration of transfers on the stock transfer books of Target of shares of Target Common Stock outstanding immediately prior to the Effective Time.  If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article 2.

2.7Termination of Exchange Fund.  Any portion of the Exchange Fund which remains undistributed to the Target Stockholders for one year after the Effective Time shall be delivered to Purchaser, upon demand thereby, and Target Stockholders who have not theretofore complied with this Article 2 shall thereafter look only to Purchaser for payment of any claim to shares of Purchaser Common Stock, or dividends or distributions, if any, in respect thereof.

2.8No Liability.  None of Purchaser, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any shares of Target Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.  If any Certificates shall not have been surrendered prior to seven years after the Effective Time of the Merger (or immediately prior to such earlier date on which any cash or any dividends or distributions with respect to whole shares of Target Common Stock in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any such cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable Laws, become the property of Purchaser, free and clear of all claims or interest of any Person previously entitled thereto.

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2.9Investment of Exchange Fund.  The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Purchaser, on a daily basis; provided, however, that in no event shall any losses incurred in connection with such investment alter Purchaser’s obligation to make any payments under this Article 2.  Any interest and other income resulting from such investments shall be paid to Purchaser upon termination of the Exchange Fund pursuant to Section 2.7.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

OF PURCHASER AND MERGER SUB

Purchaser and Merger Sub, jointly and severally, represent and warrant to Target, subject to such exceptions as are specifically disclosed in writing in the disclosure schedule (arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article 3 with the disclosures in any section or subsection of such schedule qualifying the corresponding section or subsection in this Article 3, as well as any other section or subsection of this Article 3 if the relevance of the disclosed item to such other section or subsection is reasonably apparent on its face) supplied by Purchaser and Merger Sub to Target dated as of the date hereof (the “Purchaser Disclosure Schedule”), that the following are true and correct as of the date of this Agreement and will be true and correct as of the Effective Time as though made as of the Effective Time, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

3.1Organization and Qualification; Subsidiaries.

(a)Each of Purchaser, Merger Sub and their respective Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate, partnership or similar power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted, except where the failure to do so has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Purchaser. Purchaser and each of its Subsidiaries is duly qualified to do business as a foreign corporation or other foreign legal entity, and is in good standing, under the Laws of all jurisdictions where the nature of its business requires such qualification, except for those jurisdictions where the failure to be so qualified, individually or in the aggregate, has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Purchaser.  Merger Sub is a new corporation formed solely for purpose of effecting the Merger.

(b)A true and complete list of all of Purchaser’s Subsidiaries, together with the jurisdiction of organization of each such Subsidiary and the percentage of the outstanding capital stock, or other equity securities or ownership interests, of each such Subsidiary owned by Purchaser and each other Subsidiary of Purchaser, is set forth in Section 3.1(b) of the Purchaser Disclosure Schedule.

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3.2Certificate of Incorporation and Bylaws.  The Purchaser SEC Reports contain complete and correct copies of its Certificate of Incorporation and Bylaws (together, the “Purchaser Charter Documents”), as amended to date.  Such Purchaser Charter Documents, as so amended, are in full force and effect. Purchaser is not in violation of any of the provisions of the Purchaser Charter Documents.

3.3Capitalization.

(a)Simultaneously with the execution and delivery of this Agreement, Purchaser has entered into the RCF Investment Agreement for the completion of the equity financing described in such Agreement.  Section 3.3(a) of the Purchaser Disclosure Schedule shows the effect the transactions contemplated by the RCF Investment Agreement will have on Purchaser’s capitalization as described in this Section 3.3.  As of the date hereof, the authorized capital stock of Purchaser consists of 200,000,000 shares of common stock, $0.001 par value of which 95,803,412 were outstanding as of February 24, 2012 (the “Purchaser Common Stock”).  As of February 24, 2012, 38,125 shares of Purchaser Common Stock are held in treasury and options to acquire an aggregate of 2,985,231 shares of Purchaser Common Stock (“Purchaser Options”) are outstanding under the Purchaser Option Plans.  Purchaser has also issued 988,771 warrants for the purchase of shares of Purchaser Common Stock (the “Purchaser Warrants”) that are at an exercise price of $5.78, expiring on May 13, 2013, of which all of the warrants remain outstanding as of February 24, 2012. As of the date hereof, no shares of capital stock of Purchaser are held by any Subsidiary of Purchaser other than Belt Line Resources, Inc., which owns 46,875 shares of Purchaser Common Stock.  Purchaser owns, directly or indirectly, all of the issued and outstanding capital stock of each of its Subsidiaries.  All issued and outstanding shares of capital stock of Purchaser and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable.

(b)Except as set forth in Section 3.3(a) and the Purchaser Options, there are no subscriptions, options, warrants, phantom shares, stock units, stock appreciation rights, other equity-based awards, equity securities, partnership interests, conversion privileges or similar ownership interests, calls, rights (including preemptive rights) or Contracts of any character to which Purchaser or any of its Subsidiaries is a party or by which it is bound obligating Purchaser or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or to repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any equity securities, partnership interests or similar ownership interests of Purchaser or any of its Subsidiaries, or obligating Purchaser or any of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, phantom share, stock unit, stock appreciation right, other equity-based awards, equity security, call, right, commitment or agreement.  There are no outstanding bonds, debentures, or other evidences of Indebtedness of Purchaser or any Subsidiary thereof having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the shares of Purchaser Common Stock on any matter.  Except as contemplated by this Agreement, there is no voting trust, proxy, registration rights agreement, rights plan, anti-takeover plan or other Contract or understanding to which Purchaser or any of its Subsidiaries is a party or by which it is bound with respect to any equity security of any class of Purchaser or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries.

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(c)The shares of Purchaser Common Stock to be issued at the Effective Time as part of the Merger have, subject to the receipt of the Purchaser Stockholder Approval, been duly authorized and, when issued and delivered in accordance with the terms of this Agreement will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not be subject to any preemptive or other similar right.

(d)Merger Sub’s authorized capital stock consists solely of 1,000 shares of common stock, $0.001 par value (“Merger Sub Common Stock”), of which, as of the date hereof, 100 were issued and outstanding and none were reserved for issuance.  As of the date hereof, all of the outstanding shares of Merger Sub Common Stock are owned free and clear of any liens, claims or encumbrances by Purchaser.

3.4Authority Relative to this Agreement.

(a)Purchaser and Merger Sub have all necessary corporate power and authority to execute and deliver this Agreement and subject to the receipt of the Purchaser Stockholder Approval, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Purchaser or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than the Purchaser Stockholder Approval.  This Agreement has been duly and validly executed and delivered by Purchaser and Merger Sub and, assuming the due authorization, execution and delivery by Target, constitutes a valid, legal and binding obligation of Purchaser and Merger Sub, enforceable against Purchaser and Merger Sub in accordance with its terms, except that such enforcement (i) may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

(b)At a meeting duly called and held, Purchaser’s board of directors has unanimously: (i) determined that this Agreement and the transactions contemplated hereby (including the Purchaser Share Issuance and the Merger) are advisable and fair to and in the best interests of Purchaser and the holders of the shares of Purchaser Common Stock; (ii) authorized and approved this Agreement and the transactions contemplated hereby (including the Purchaser Share Issuance and the Merger); and (iii) resolved to recommend the approval and adoption of the Purchaser Share Issuance by its stockholders at the Purchaser Stockholder Meeting.

3.5No Conflict; Required Filings and Consents.

(a)The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby, do not and will not, subject to obtaining the Purchaser Stockholder Approval and receipt of the Approvals referred to in Section 3.5(b) below, (i) contravene, conflict with or result in a violation or breach of any provision of the Purchaser Charter Documents or the organizational documents of any of Purchaser’s Subsidiaries, (ii) contravene, conflict with or result in a violation or breach of any provisions of any Law applicable to Purchaser or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require any consent or other action by any Person under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, amendment, acceleration, triggering or cancellation or other change of any right or obligation or the loss of any benefit to which Purchaser or any of its Subsidiaries is entitled under (A) any provision of any Contract binding upon Purchaser or any of its Subsidiaries or (B) any license, permit, franchise, certificate, approval or other similar authorization (“Permits”) held by, or affecting, or relating in any way to, the assets or business of, Purchaser or any of its Subsidiaries, or (iv) result in the creation or imposition of any Lien on any asset of Purchaser or any of its Subsidiaries, other than such exceptions in the case of clause (ii), (iii) or (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Purchaser.

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(b)The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby do not, and shall not, require any Approval, action by or in respect of, filing with or notification to, any Governmental Entity, to be made or obtained by Purchaser or its Subsidiaries, except for (i) the compliance, if required, with any applicable requirements of the HSR Act, including pre-merger notification requirements, (ii) the filing with the SEC and the mailing to the holders of Purchaser Common Stock of the Purchaser Proxy Statement, and the filing with the SEC of any reports that might be required pursuant to the Exchange Act in connection with this Agreement and the transactions contemplated hereby, (iii) such other filings, authorizations, decisions or orders as may be required by the rules and regulations of NASDAQ or any state securities or blue sky laws and  (iv) the filing of the appropriate merger documents as required by the NCA (including the Articles of Merger), and (v) any other Approvals or Permits, which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Purchaser.

3.6Compliance; Permits.  Except as disclosed in the Purchaser SEC Reports, each of Purchaser, Merger Sub and their Subsidiaries is, and at all times since January 1, 2008 has been, in all material respects in compliance with all Laws, Orders and Permits applicable to it or by which its properties are bound, subject to or affected.  Except as disclosed in Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Purchaser 10-K”) or in the Purchaser SEC Reports filed on or after the date of the Purchaser’s 10-K, no investigation or review by any Governmental Entity is pending or, to the knowledge of Purchaser or Merger Sub, threatened against Purchaser, Merger Sub or their Subsidiaries, other than, in each such case, those the outcome of which have not had and would not, individually or in the aggregate, reasonably be expected to adversely affect Purchaser or Merger Sub.  To the knowledge of Purchaser and Merger Sub, neither Purchaser, Merger Sub nor any of their Subsidiaries has received any notice that any Permit will be terminated or modified or cannot be renewed in the ordinary course of business.

3.7SEC Filings; Financial Statements.

(a)Since January 1, 2008, Purchaser has filed with the SEC all forms, reports, schedules, prospectuses, registration statements, proxy or information statements and other documents required to be filed by Purchaser under applicable securities Laws (collectively, the “Purchaser SEC Reports”). The Purchaser SEC Reports, at the time filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the requirements of applicable securities Laws and did not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Purchaser’s Subsidiaries is or has been required to file any reports or other documents with the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority.

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(b)The annual audited consolidated financial statements and the unaudited consolidated interim financial statements (including, in each case, any related notes thereto) contained in the Purchaser SEC Reports (the “Purchaser Financial Statements”) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q under the Exchange Act) are based on the books and records of Purchaser and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Purchaser and its Subsidiaries as of the dates and for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of notes thereto) on a consolidated basis.  Purchaser maintains a standard system of accounting established and administered in accordance with GAAP.  Since September 30, 2011, there have been no material changes in Purchaser’s accounting methods or principles that would be required to be disclosed in Purchaser’s financial statements in accordance with GAAP except as described in the notes to such financial statements.

(c)Since January 1, 2008, neither Purchaser nor, to the knowledge of Purchaser, any of its Subsidiaries, directors, or officers has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Purchaser or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect with respect to Purchaser.

(d)None of the information to be supplied by or on behalf of Purchaser in for use in connection with the Target Stockholder Meeting will, at the time of delivery to the Target Stockholders and any amendments or supplements made thereto, and at the time of the Target Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(e)None of the information to be included in or incorporated by reference into the S-4 or the Purchaser Proxy Statement (other than information supplied by or on behalf of Target for inclusion therein) will, at the time of the effectiveness thereof and the mailing of the Purchaser Proxy Statement and any amendments or supplements thereto, and at the time of the Purchaser Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

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3.8Controls and Procedures.

(a)Since the enactment of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), Purchaser has been and is in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ.

(b)Each of the principal executive officer and the principal financial officer of Purchaser (or each former principal executive officer and former principal financial officer of Purchaser, as applicable) has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the Purchaser SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

3.9Absence of Certain Changes or Events.  Except as disclosed in the Purchaser 10-K or in the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K, since September 30, 2011, the business of Purchaser, Merger Sub and their Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been (a) any event, occurrence or development of a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect with respect to Purchaser or Merger Sub, (b) any material revaluation by Purchaser or Merger Sub of any of its assets, or (c) any material damage, destruction or loss (whether or not covered by insurance) with respect to any material assets of Purchaser or its Subsidiaries.

3.10Absence of Litigation.  Except as disclosed in the Purchaser 10-K or in the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K, there is no Action that has been commenced or, to the knowledge of Purchaser, threatened against or affecting Purchaser, Merger Sub or any Subsidiary thereof, or any of their officers, managers or directors in their capacities as officers, managers or directors of Purchaser, Merger Sub or their respective Subsidiaries, or any of their respective properties, rights or assets which, if determined adversely with respect to Purchaser, Merger Sub or their Subsidiary, would, individually or in the aggregate, reasonably be expected to result in liability for damages or equitable relief or is reasonably likely to materially and adversely affect the ability of Purchaser or Merger Sub to consummate the transactions contemplated hereby, and no circumstances exist that could give rise to such an Action.

3.11Property and Title.  Except as disclosed in the Churchrock Section 8 Feasibility Study – Draft – Dated 12/15/11, furnished to Target, or in the Purchaser 10-K or in the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K and applying customary standards in the United States mining industry, each of Purchaser and its Subsidiaries has, to the extent necessary to permit the operation of their respective businesses as presently conducted good and sufficient fee, leasehold or possessory title, clear of any title defect or Lien to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources and its other real properties or interests therein to permit the use of land by Purchaser and its Subsidiaries. Purchaser and its respective Subsidiaries hold all mineral rights required to continue their respective businesses and operations as currently conducted and as proposed to be conducted.

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3.12Fee Surface and Fee Mineral Lands.  The Purchaser 10-K discloses all material fee surface lands and fee mineral lands owned by Purchaser and its Subsidiaries.

3.13Surface and Mineral Leases.  The Purchaser 10-K discloses all surface and mineral leases, usage rights, and agreements held by Purchaser or its Subsidiaries (the “Purchaser Surface and Mineral Leases”).  Except as disclosed in the Purchaser 10-K or in the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K, (i) the Purchaser Surface and Mineral Leases are legal, valid and binding and are in full force and effect in accordance with their respective terms; (ii) Purchaser and its Subsidiaries have complied in all material respects with the terms and provisions of the Purchaser Surface and Mineral Leases; and (iii) neither Purchaser nor any of its Subsidiaries has received any notification of any unresolved violation or noncompliance with the terms of the Purchaser Surface and Mineral Leases.

3.14Mining Claims.  The Purchaser 10-K describes all unpatented mining claims and mill sites of Purchaser or any of its Subsidiaries (the “Purchaser Mining Claims”).  Except as disclosed in the Purchaser 10-K or in the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K and applying customary standards in the United States mining industry and to the knowledge of Purchaser, with respect to the Purchaser Mining Claims, subject to the paramount title of the United States:  (a) the unpatented mining claims were properly laid out and monumented; (b) all required location and validation work was properly performed; (c) location notices and certificates were properly recorded and filed with appropriate Governmental Entities; (d) all assessment work, location fees, mining claim rental fees, or mining claim maintenance fees required to hold the Purchaser Mining Claims and maintain them in good standing through the applicable assessment year have been performed or have been paid; (e) all affidavits of assessment work or of payment of maintenance fees or notices of intent to hold and other filings required to maintain the claims in good standing have been properly and timely recorded or filed with appropriate Governmental Entities; (f) neither Purchaser nor any of its Subsidiaries has received any notification of any unresolved violation or noncompliance with location and maintenance requirements for the Purchaser Mining Claims, and (g) neither Purchaser nor any of its Subsidiaries has knowledge of conflicting mining claims.

3.15Water Rights.

(a)Purchaser or any of its Subsidiaries is the sole owner or lessee of the water rights described in the Purchaser 10-K (the “Purchaser Water Rights”).  Except as disclosed in the Purchaser 10-K or the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K, Purchaser or its Subsidiaries have good and sufficient title or leasehold interest in the Purchaser Water Rights, which are free and clear of all Liens.

(b)Except as disclosed in the Purchaser 10-K or the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K, there is no Action pending, or to Purchaser’s knowledge, threatened against Purchaser or any of its Subsidiaries, or any part of the Purchaser Water Rights, which, if determined adversely to Purchaser or its Subsidiary, would materially and adversely impact Purchaser’s or such Subsidiary’s ownership or use of the Purchaser Water Rights.

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(c)Except as disclosed in the Purchaser 10-K or the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K, neither Purchaser nor any of its Subsidiaries has abandoned, or intended to abandon, or, forfeited any of the Purchaser Water Rights and to Purchaser’s knowledge, no claim or assertion of abandonment has been made by any Person or Governmental Entity.

(d)With respect to the Purchaser Water Rights and except as disclosed in the Purchaser 10-K or the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K, there have been no unauthorized: (i) changes in points of diversion; (ii) storage of water; (iii) changes in places of use; or (iv) changes in purpose of use.

3.16Environmental Matters.  Except as disclosed in the Purchaser 10-K or the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K:

(a)No Hazardous Substance has been discharged, disposed of, dumped, pumped, deposited, spilled, leaked, emitted or released by Purchaser or any of its Subsidiaries (or, to the knowledge of Purchaser, is otherwise present) at, on, under or from any property now or previously owned, leased or operated by Purchaser or any of its Subsidiaries (“Purchaser Property”) in such manner or quantity that exceeds remediation criteria or standards under any applicable Environmental Laws or as would require investigation or remediation (either by Purchaser or its Subsidiaries, or for which Purchaser or its Subsidiaries would otherwise be liable) under any applicable Environmental Laws or as would adversely affect the business or operations of Purchaser or any of its Subsidiaries and (ii) to the knowledge of Purchaser, there are no liabilities of Purchaser or any of its Subsidiaries arising out of any Environmental Laws or any agreement with a third party and relating to any Hazardous Substances at, on, under or about any property other than a Purchaser Property except with respect to which adequate provision in accordance with GAAP has been made in the Purchaser Financial Statements.

(b)The operations of Purchaser and each of its Subsidiaries are and have been in material compliance with all, and have not violated any, applicable Environmental Laws.

(c)(i) Purchaser and its Subsidiaries hold all material approvals, certificates, authorizations, agreements, permits, licenses, certificates, clearances and consents under or pursuant to applicable Environmental Laws (the “Purchaser Environmental Permits”) necessary for the conduct of Purchaser‘s and its Subsidiaries’ businesses as conducted currently and through the most recent fiscal year, (ii) all such Purchaser Environmental Permits are disclosed in the Purchase SEC Reports and are valid and in full force and effect, (iii) Target and its Subsidiaries have not violated any such Purchaser Environmental Permits, and (iv) neither Purchaser nor any of its Subsidiaries has received any notice that any Purchaser Environmental Permits will be revoked, adversely modified or not renewed, and to the knowledge of Purchaser there is no reasonable basis for revoking, adversely modifying or refusing to renew any such Purchaser Environmental Permits.

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(d)No Order or Action is pending, and to Purchaser’s knowledge, no Order or Action has been threatened, by any Governmental Entity or third party against or, to Purchaser’s knowledge, affecting Purchaser or any of its Subsidiaries concerning any alleged violation of or liability under any Environmental Law or concerning any Hazardous Substance.

(e)No Environmental Lien is pending, and to Purchaser’s knowledge, no Environmental Lien has been threatened against or affecting Purchaser, any of its Subsidiaries, or any real or personal property of Purchaser or any of its Subsidiaries.

3.17Agreements, Contracts and Commitments.  Each of the Contracts filed as an exhibit to the Purchaser 10-K or any of the Purchaser SEC Reports filed on or after the date of the Purchaser 10-K is valid and in full force and effect.

3.18Vote Required.  The only vote of the holders of any class or series of Purchaser’s capital stock or other securities of Purchaser necessary to approve the transactions contemplated by this Agreement is the affirmative vote in favor of the Purchaser Share Issuance by a majority of the votes cast on the Purchaser Share Issuance by the holders of the outstanding shares of Purchaser Common Stock (such approval, the “Purchaser Stockholder Approval”).

3.19Brokers.  Purchaser and its Subsidiaries have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finder's fees or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby, except for the fees of Cormark Securities Inc.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF TARGET

Target represents and warrants to Purchaser and Merger Sub, subject to such exceptions as are specifically disclosed in writing in the disclosure schedule (arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article 4 with the disclosures in any section or subsection of such schedule qualifying the corresponding section or subsection in this Article 4, as well as any other section or subsection of this Article 4 if the relevance of the disclosed item to such other section or subsection is reasonably apparent on its face) supplied by Target to Purchaser dated as of the date hereof (the “Target Disclosure Schedule”), that the following are true and correct as of the date of this Agreement and will be true and correct as of the Effective Time as though made as of the Effective Time, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

4.1Organization and Qualification; Subsidiaries.

(a)Each of Target and its Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate, partnership or similar power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted, except where the failure to do so has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Target.

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(b)A true and complete list of all of Target’s Subsidiaries, together with the jurisdiction of organization of each such Subsidiary and the percentage of the outstanding capital stock, or other equity securities or ownership interests, of each such Subsidiary owned by Target and each other Subsidiary of Target, is set forth in Section 4.1(b) of the Target Disclosure Schedule.  Other than with respect to the Subsidiaries set forth in Section 4.1(b) of the Target Disclosure Schedule, Target does not directly or indirectly own any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any corporation, partnership, joint venture or other business entity, other than equity interests held for investment that do not exceed a 1% interest in any such entity.

(c)All of the outstanding capital stock of, or other equity securities or ownership interests in, each Subsidiary of Target, is owned by Target, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity securities or ownership interests), except for restrictions imposed by applicable securities laws.

(d)Neither Target nor any of its Subsidiaries has agreed nor is it obligated to make nor is it bound by any Contract under which it may become obligated to acquire any material equity interest or investment in, or make any material capital contribution to, any Person (other than a wholly-owned Subsidiary of Target).

(e)Target and each of its Subsidiaries is duly qualified to do business as a foreign corporation or other foreign legal entity, and is in good standing, under the Laws of all jurisdictions where the nature of its business requires such qualification, except for those jurisdictions where the failure to be so qualified, individually or in the aggregate, has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Target.

4.2Articles of Incorporation and Bylaws.  Target has made available to Purchaser complete and correct copies of its Articles of Incorporation and Bylaws or other similar organizational documents, as well as the equivalent organizational documents for each of its Subsidiaries (collectively, the “Target Charter Documents”), as amended to date. Such Target Charter Documents, as so amended, are in full force and effect. Neither Target nor any Subsidiary of Target is in violation of any of the provisions of the Target Charter Documents, as applicable.

4.3Capitalization.

(a)As of the date hereof, the authorized capital of Target consists of (i) 200,000,000 shares of common stock, par value $0.001 per share (the “Target Common Stock”), of which 59,632,712 are outstanding as of February 24, 2012 and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which are outstanding as of the date hereof.  As of the date hereof, options to acquire an aggregate of 5,206,666 shares of Target Common Stock (the “Options”) are outstanding under Target Option Plans.  Target has also issued warrants and rights to receive warrants for the purchase of 5,885,714 shares of Target Common Stock (the “Warrants”) outstanding as of the date hereof, all of which are held by RMBAH and will be terminated at Closing pursuant to the RMB Agreement.  As of the date hereof, no shares of capital stock of Target are held by any Subsidiary of Target or in treasury by Target.  All issued and outstanding shares of capital stock of Target and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable.  Section 4.3(a) of the Target Disclosure Schedule contains a correct and complete list of (x) the names and addresses of the holders of all the outstanding shares of Target Common Stock, Options and Warrants and (y) the number of shares of Target Common Stock owned beneficially and of record by each holder thereof and the number of shares of Target Common Stock issuable to each Option or Warrant holder pursuant to the Options and Warrants, including, with respect to the Options, the applicable vesting schedule, exercise price and whether the Option is intended to qualify as an incentive stock option under the Code.

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(b)Except for the Options and the Warrants, there are no subscriptions, options, warrants, phantom shares, stock units, stock appreciation rights, other equity-based awards, equity securities, partnership interests, conversion privileges or similar ownership interests, calls, rights (including preemptive rights) or Contracts of any character to which Target or any of its Subsidiaries is a party or by which it is bound obligating Target or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or to repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any equity securities, partnership interests or similar ownership interests of Target or any of its Subsidiaries, or obligating Target or any of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, phantom share, stock unit, stock appreciation right, other equity-based award, equity security, call, right, commitment or agreement. There are no outstanding bonds, debentures, or other evidences of Indebtedness of Target or any Subsidiary thereof having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the Target Stockholders on any matter. Except as contemplated by this Agreement, there is no voting trust, proxy, registration rights agreement, rights plan, anti-takeover plan or other Contract or understanding to which Target or any of its Subsidiaries is a party or by which it is bound with respect to any equity security of any class of Target or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries.

4.4Authority Relative to this Agreement.

(a)Target has all necessary corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Target Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Target of this Agreement and the consummation by Target of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Target, and no other corporate proceedings on the part of Target are necessary to authorize this Agreement, or to consummate the transactions so contemplated, other than the Target Stockholder Approval. This Agreement has been duly and validly executed and delivered by Target and, assuming the due authorization, execution and delivery by Purchaser and Merger Sub, constitutes a valid, legal and binding obligation of Target, enforceable against Target in accordance with its terms, except that such enforcement (i) may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

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(b)At a meeting duly called and held, Target’s board of directors has unanimously: (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Target and the Target Stockholders; (ii) authorized and approved this Agreement and the transactions contemplated hereby (including the Merger); and (iii) resolved to recommend approval and adoption of the Merger by Target’s stockholders at the Target Stockholder Meeting.

4.5No Conflict; Required Filings and Consents.

(a)The execution, delivery and performance by Target of this Agreement and the consummation by Target of the transactions contemplated hereby do not and will not, subject to obtaining the Target Stockholder Approval and receipt of the Approvals referred to in Section 4.5(b) below, (i) contravene, conflict with or result in a violation or breach of any provision of the Target Charter Documents, (ii) contravene, conflict with or result in a violation or breach of any provisions of any Law applicable to Target or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require any consent or other action by any Person under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, amendment, acceleration, triggering or cancellation or other change of any right or obligation or the loss of any benefit to which Target or any of its Subsidiaries is entitled under (A) any provision of any Contract binding upon Target or any of its Subsidiaries or (B) any Permit held by, or affecting, or relating in any way to, the assets or business of, Target or any of its Subsidiaries, or (iv) result in the creation or imposition of any Lien on any asset of Target or any of its Subsidiaries, other than such exceptions in the case of clause (ii), (iii) or (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Target.

(b)The execution, delivery and performance by Target of this Agreement and the consummation by Target of the transactions contemplated hereby do not, and shall not, require any Approval, action by or in respect of, filing with or notification to, any Governmental Entity, to be made or obtained by Target or its Subsidiaries, except for (i) compliance, if required, with any applicable requirements of the HSR Act, including pre-merger notification requirements thereunder and (ii) the filing of the appropriate merger documents as required by the NCA (including the Articles of Merger).

4.6Compliance; Permits.

(a)Each of Target and its Subsidiaries is, and at all times since January 1, 2008 has been, in all material respects, in compliance with all Laws and Orders applicable to it or by which its properties are bound or affected.  No investigation or review by any Governmental Entity is pending or, to the knowledge of Target, threatened against Target or its Subsidiaries, other than, in each such case, those the outcome of which have not had and would not, individually or in the aggregate, reasonably be expected to adversely affect Target.

(b)Each of Target and its Subsidiaries owns, possesses or has obtained, and is, and at all times since January 1, 2008 has been, in all material respects in compliance with all Permits of or from any Governmental Entity necessary to conduct its business as now conducted.  All material Target Permits are listed in Section 4.6(b) of the Target Disclosure Schedule.  To the knowledge of Target, neither Target nor any of its Subsidiaries has received any notice that any Permit will be terminated or modified or cannot be renewed in the ordinary course of business.

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4.7Financial Statements.

(a)Target has furnished to Purchaser complete copies of Target’s audited financial statements consisting of the balance sheet of Target as of December 31 in each of the years 2008, 2009 and 2010 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of Target as of September 30, 2011(the “Most Recent Balance Sheet”) and the related statements of income and retained earnings, stockholders’ equity and cash flow for the three-month period then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Target Financial Statements”). The Target Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes.  The Target Financial Statements are based on the books and records of Target, and fairly present, in all material respects, the financial condition of Target as of the respective dates they were prepared and the results of the operations of Target for the periods indicated subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments.  Target maintains a standard system of accounting established and administered in accordance with GAAP.  Sincethe date of the Most Recent Balance Sheet, there have been no material changes in Target’s accounting methods or principles that would be required to be disclosed in Target’s financial statements in accordance with GAAP except as described in the notes to such financial statements.

(b)The books and records of Target and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Target and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Target Financial Statements.

(c)Target has designed and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP.

(d)Since January 1, 2008, neither Target nor, to the knowledge of Target, any of its Subsidiaries, directors, officers or auditors of Target has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Target or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Target or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

(e)None of the information to be supplied by or on behalf of Target or its Affiliates for inclusion in the S-4 or the Purchaser Proxy Statement will, at the time of the effectiveness thereof and at the time of the mailing of the Purchaser Proxy Statement and any amendments or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.  If Target provides information to Target Stockholders in connection with the Target Stockholder Approval other than the S-4 or the Purchaser Proxy Statement, none of such information will, at the time of delivery and any amendments or supplements made thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

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4.8No Undisclosed Liabilities.  Neither Target nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent, determined, determinable or otherwise) or obligations, in each case, of the type that would be required to be disclosed on a consolidated balance sheet of Target (or the notes thereto) other than (a) liabilities or obligations fully reflected or reserved against in the Most Recent Balance Sheet (or the notes thereto), included in the Target Financial Statements, (b) liabilities incurred since the date of the Most Recent Balance Sheet in the ordinary course of business consistent with past practice, (c) obligations arising pursuant to the terms of this Agreement or the Contracts disclosed in Section 4.22 of the Target Disclosure Schedule (or not required to be so disclosed), or (d) liabilities or obligations that do not individually or in the aggregate exceed $25,000.

4.9Absence of Certain Changes or Events.  Since the date of the Most Recent Balance Sheet, the business of Target and its Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been (a) any event, occurrence or development of a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect with respect to Target, (b) any material revaluation by Target of any of its assets, or (c) any material damage, destruction or loss (whether or not covered by insurance) with respect to any material assets of Target or its Subsidiaries.

4.10Absence of Litigation.  There is no Action that has been commenced or, to the knowledge of Target, threatened against or affecting Target or any Subsidiary thereof, or any of their officers, managers or directors in their capacities as officers, managers or directors of Target or its Subsidiary, or any of their respective properties, rights or assets which, if determined adversely with respect to Target or its Subsidiary, would, individually or in the aggregate, reasonably be expected to result in liability for damages or equitable relief or is reasonably likely to materially and adversely affect the ability of Target to consummate the transactions contemplated hereby, and no circumstances exist that could give rise to such an Action.  Neither Target nor any Subsidiary thereof, nor any of their respective properties, rights or assets, is subject to any outstanding Order that has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Target.

4.11Employee Plans.

(a)Section 4.11(a) of the Target Disclosure Schedule contains a true and complete list of (i) all Target Employee Plans currently in effect and (ii) all Target Employee Plans under which there remains any outstanding liability.  Target has provided Purchaser with a true, accurate and complete copy of each Target Employee Plan listed in such Section 4.11(a) of the Target Disclosure Schedule which is in writing, as currently in effect (and in the case of any Target Employee Plan that is not in written form, a written description of such Target Employee Plan, together with either the most recent financial statements prepared for each such Target Employee Plan, if any.

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(b)Target and each Subsidiary thereof, has complied, in all material respects, with all the terms of, and all applicable Laws in respect of, each Target Employee Plan sponsored, maintained or contributed to by them (as applicable).

(c)Each Target Employee Plan intended to be tax qualified under the Code has been the subject of a determination letter (or in the case of a master or prototype plan, a comparable opinion letter) from the IRS to the effect that the form of such Target Employee Plan is qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code.  Each Target Employee Plan intended to be tax qualified under the Code has been established, registered and operated in all material respects in accordance with the applicable requirements of the Code and other applicable Law. No step has been taken, no event has occurred and no condition or circumstance exists that has resulted or could reasonably be expected to result in any Target Employee Plan being ordered or required to be terminated or wound up in whole or in part or having its tax qualification or registration under applicable Law refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material Taxes, fees, penalties or levies under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations, or other proceedings which are pending or threatened in respect of any of the Target Employee Plans or their assets which individually or in the aggregate would have a Material Adverse Effect with respect to Target.

(d)No event has occurred or condition exists with respect to any Target Employee Plan or relating to any individual who currently or previously provided personal services to Target or any Subsidiary or ERISA Affiliate thereof (if any), whether as an employee, an independent contractor or otherwise (or any beneficiary or dependent of any such individual) which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect with respect to Target.

(e)The consummation of the transactions contemplated by this Agreement will not by itself entitle any employee or any independent contractor of Target or any Subsidiary thereof to severance or similar pay, or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) or compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Target Employee Plan.

(f)The consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of additional acts or events) result in any payment under any Target Employee Plan that would constitute an “excess parachute payment” for purposes of Section 280G or 4999 of the Code.

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4.12Labor and Employee Matters.

(a)There are no collective bargaining agreements to which Target or any Subsidiary thereof is a party or involving employees of Target or any Subsidiary thereof.  To the knowledge of Target, there are no threatened or apparent union organizing activities involving employees of Target or any Subsidiary thereof. There is no strike or lockout occurring or, to the knowledge of Target, threatened affecting Target or any Subsidiary thereof.

(b)Neither Target nor any Subsidiary thereof is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or threatened, or any litigation, actual or threatened, relating to its employees or independent contractors (including any termination of such persons). Target and each Subsidiary thereof has operated in material compliance with all applicable Laws with respect to employment and labor, including employment and labor standards, employment equity, pay equity, workers’ compensation, human rights and labor relations and there are no current, pending or threatened proceedings before any board or tribunal with respect to any of the areas listed herein. Target and each Subsidiary thereof has operated in material compliance with the National Labor Relations Act (U.S.) as amended, and the rules and regulations promulgated thereunder and any and all similar Laws.

(c)Section 4.12(c) of the Target Disclosure Schedule sets forth a complete and accurate list, as of September 30, 2011 and as of the date hereof, of all (i) employees, independent contractors and consultants employed or retained by or on behalf of the Target and, for each such Person, his or her work location, position, status (i.e., full- or part-time employee, temporary employee, independent contractor, consultant), annual salary or hourly wage rate, as applicable, or target bonus for 2012 (if any), and the date on which he or she became employed. Except as set forth in Section 4.12(c) of the Target Disclosure Schedule or as otherwise provided pursuant to applicable Law, each such person can be dismissed immediately and without advance notice or Liability to such person (other than for salary or wages for time worked or benefits disclosed in Section 4.12(c) of the Target Disclosure Schedule).

4.13Property and Title.  Applying customary standards in the United States mining industry, each of Target and its Subsidiaries has, to the extent necessary to permit the operation of their respective businesses as presently conducted good and sufficient fee, leasehold or possessory title, clear of any title defect or Lien to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources and its other real properties or interests therein to permit the use of land by Target and its Subsidiaries. Target and its Subsidiaries hold all mineral rights required to continue their respective businesses and operations as currently conducted and as proposed to be conducted.

4.14Fee Surface and Fee Mineral Lands.  Section 4.14 of the Target Disclosure Schedule lists all material fee surface lands and fee mineral lands owned by Target and its Subsidiaries.

4.15Surface and Mineral Leases.  Section 4.15 of the Target Disclosure Schedule lists all surface and mineral leases, usage rights, and agreements held by Target or any of its Subsidiaries (the “Target Surface and Mineral Leases”).  The Target Surface and Mineral Leases are legal, valid and binding and are in full force and effect in accordance with their respective terms.  Target and its Subsidiaries have complied in all material respects with the terms and provisions of the Target Surface and Mineral Leases.  Neither Target nor any of its Subsidiaries has received any notification of any unresolved violation or noncompliance with the terms of the Target Surface and Mineral Leases.

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4.16Mining Claims.  Section 4.16 of the Target Disclosure Schedule describes all unpatented mining claims and mill sites of Target or any of its Subsidiaries (the “Target Mining Claims”).  Applying customary standards in the United States mining industry and to the knowledge of Target, with respect to the Target Mining Claims, subject to the paramount title of the United States:  (a) the unpatented mining claims were properly laid out and monumented; (b) all required location and validation work was properly performed; (c) location notices and certificates were properly recorded and filed with appropriate Governmental Entities; (d) all assessment work, location fees, mining claim rental fees, or mining claim maintenance fees required to hold the Target Mining Claims and maintain them in good standing through the assessment year ending August 31, 2012 have been performed or have been paid; (e) all affidavits of assessment work or of payment of maintenance fees or notices of intent to hold and other filings required to maintain the claims in good standing have been properly and timely recorded or filed with appropriate Governmental Entities; (f) neither Target nor any of its Subsidiaries has received any notification of any unresolved violation or noncompliance with location and maintenance requirements for the Target Mining Claims, and (g) neither Target nor any of its Subsidiaries has knowledge of conflicting mining claims.

4.17Water Rights.

(a)Target or its Subsidiary is the lessee of the water rights set forth in Section 4.17(a) of the Target Disclosure Schedule (the “Target Water Rights”).  Target or its Subsidiary have a good and sufficient leasehold interest in the Target Water Rights pursuant to the instruments set forth in Section 4.17(a) of the Target Disclosure Schedule, which leasehold interest is free and clear of all Liens.

(b)Neither Target nor any of its Subsidiaries has received any written notice from any Governmental Entity that use of the Target Water Rights violates any Laws of any Governmental Entity having jurisdiction over the Target Water Rights.

(c)There is no Action pending, or to Target’s knowledge, threatened against Target or any of its Subsidiaries, or any part of the Target Water Rights, which, if determined adversely to Target or Subsidiary, would materially and adversely impact Target or such Subsidiary’s ownership or use of the Target Water Rights.

(d)Neither Target nor any of its Subsidiaries has abandoned, or intended to abandon, or, forfeited any of the Target Water Rights and to Target’s knowledge, no claim or assertion of abandonment has been made by any Person or Governmental Entity.

(e)With respect to the Target Water Rights, there have been no unauthorized: (i) changes in points of diversion; (ii) storage of water; (iii) changes in places of use; or (iv) changes in purpose of use.

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4.18Insurance.  Target maintains insurance policies covering the assets, business, equipment, properties, operations, employees, officers and directors of Target and its Subsidiaries (collectively, the “Target Insurance Policies”) which are of the type and in amounts which are customary for the conduct of its business and are in full force in effect on the date hereof and will be in full force and effect on the Effective Time. To Target’s knowledge, (a) neither Target nor any Subsidiary thereof has received any notice from any insurer or agent of any insurer of any cancellation or termination of any policy, including by reason of the execution, delivery or performance of this Agreement, and (b) there is no material claim by Target or any of its Subsidiaries pending under any of the material Target Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds that would have a Material Adverse Effect with respect to Target.  Neither Target nor any Subsidiary thereof is in breach of or default under, or has taken any action which could permit termination or material modification of, any material insurance policies.

4.19Taxes.

(a)Each of Target and its Subsidiaries have filed all Tax Returns that they were required to file under applicable Laws.  All such Tax Returns were correct and complete in all respects and were prepared in substantial compliance with all applicable Laws.  All Taxes due and owing by Target or any of its Subsidiaries (whether or not shown on any Tax Return) have been paid.  Neither Target nor any of its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return.  No claim has ever been made by an authority in a jurisdiction where Target or any of its Subsidiaries does not file Tax Returns that Target or any of its Subsidiaries is or may be subject to taxation by that jurisdiction.  There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Target or any of its Subsidiaries.

(b)Each of Target and its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(c)No federal, state, local, or non-U.S. tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Target or any of its Subsidiaries.  Neither Target nor any of its Subsidiaries has received from any federal, state, local, or non-U.S. taxing authority (including jurisdictions where Target or its Subsidiaries have not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against Target or any of its Subsidiaries.  Section 4.19(c) of the Target Disclosure Schedule lists all federal, state, local, and non-U.S. income Tax Returns filed with respect to any of Target or its Subsidiaries for taxable periods ended on or after December 31, 2006, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit.  Correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Target or any of its Subsidiaries filed or received since December 31, 2006 have been delivered to Purchaser.

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(d)Neither Target nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(e)Each of Target and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.  Neither Target nor any of its Subsidiaries is a party to or bound by any Tax allocation or sharing agreement.  Neither Target nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Target) or (B) has any liability for the Taxes of any Person (other than Target or any of its Subsidiaries) under Treas. Reg. §1.1502-6 (or any similar provision of state, local, or non-U.S. law), or as a transferee or successor, by contract, or otherwise.

(f)The unpaid Taxes of Target and its Subsidiaries (A) did not, as of January 31, 2012, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Target and its Subsidiaries in filing their Tax Returns.  Since the date of the Most Recent Balance Sheet, neither Target nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Target’s ordinary course of business consistent with past custom and practice.

(g)Neither Target nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i)change in method of accounting for a taxable period ending on or prior to the Closing Date;

(ii)“closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing Date;

(iii)intercompany transaction or excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law);

(iv)installment sale or open transaction disposition made on or prior to the Closing Date;

(v)prepaid amount received on or prior to the Closing Date; or

(vi)election under Section 108(i) of the Code.

(h)Neither Target nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361.Neither Target nor any of its Subsidiaries is or has been a party to any ‘‘reportable transaction,’’ as defined in Code §6707A(c)(1) and Reg. §1.6011-4(b).

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(i)Neither Target nor any of its Subsidiaries (A) is a “controlled foreign corporation” as defined in Code §957, (B) is a “passive foreign investment company” within the meaning of Code §1297, or (C) has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(j)Neither Target nor any of its Subsidiaries has received any private letter ruling from the IRS (or any comparable ruling from any other taxing authority).

4.20 Environmental Matters.

(a)No Hazardous Substance has been discharged, disposed of, dumped, pumped, deposited, spilled, leaked, emitted or released by Target or any of its Subsidiaries (or, to the knowledge of Target, is otherwise present) at, on, under or from any property now or previously owned, leased or operated by Target or any of its Subsidiaries (“Target Property”) in such manner or quantity that exceeds remediation criteria or standards under any applicable Environmental Laws or as would require investigation or remediation (either by Target or its Subsidiaries, or for which Target or its Subsidiaries would otherwise be liable) under any applicable Environmental Laws or as would adversely affect the business or operations of Target or any of its Subsidiaries and (ii) to the knowledge of Target, there are no liabilities of Target or any of its Subsidiaries arising out of any Environmental Laws or any agreement with a third party and relating to any Hazardous Substances at, on, under or about any property other than a Target Property except with respect to which adequate provision in accordance with GAAP has been made in the Target Financial Statements.

(b)The operations of Target and each of its Subsidiaries are and have been in material compliance with all, and have not violated any, applicable Environmental Laws.

(c)(i) Target and its Subsidiaries hold all material approvals, certificates, authorizations, agreements, permits, licenses, certificates, clearances and consents under or pursuant to applicable Environmental Laws (the “Target Environmental Permits”) necessary for the conduct of Target’s and its Subsidiaries’ businesses as conducted currently and through the most recent fiscal year, (ii) all such Target Environmental Permits are listed in Section 4.20(c) of the Target Disclosure Schedule and are valid and in full force and effect, (iii) Target and its Subsidiaries have been in material compliance with any such Target Environmental Permits, and (iv) neither Target nor any of its Subsidiaries has received any notice that any Target Environmental Permits will be revoked, adversely modified or not renewed, and to the knowledge of Target there is no reasonable basis for revoking, adversely modifying or refusing to renew any such Target Environmental Permits.

(d)No Order or Action is pending, and to Target’s knowledge, no Order or Action has been threatened, by any Governmental Entity or third party against or, to Target’s knowledge, affecting Target or any of its Subsidiaries concerning any alleged violation of or liability under any Environmental Law or concerning any Hazardous Substance.

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(e)No Environmental Lien is pending, and to Target’s knowledge, no Environmental Lien has been threatened against or affecting Target, any of its Subsidiaries, or any real or personal property of Target or any of its Subsidiaries.

4.21Intellectual Property.

(a)“Proprietary Rights” means all of the patents, inventions, internet domain names, URL addresses, trade secrets, trademarks, trade names and copyrights, and all applications therefor and registrations thereof, necessary to conduct Target’s business as it is currently conducted, other than any software which is commercially available and the subject of an “off-the-shelf”, “click-wrap” or “shrink-wrap” license or similar agreement. Section 4.21(a) of the Target Disclosure Schedule sets forth a true, correct and complete list of all patents, registered internet domain names, registered URL addresses, registered trademarks, registered copyrights and all applications therefor which are owned by Target, included in the Proprietary Rights and material to the conduct of Target’s business as it is currently conducted.  Target owns or is licensed to use the Proprietary Rights free and clear of all Liens granted or permitted by Target.  Except as set forth in Section 4.21(a) of the Target Disclosure Schedule, Target owns or possesses adequate and enforceable rights to use all patents, service marks, trade names, trademarks, copyrights or trade secrets included within the Proprietary Rights to the extent necessary for the conduct of Target’s business as it is currently conducted, except to the extent any such failure to so own or possess such rights would not reasonably be expected to have a Material Adverse Effect.  None of the Proprietary Rights is subject to any outstanding order, and no Action is pending or, to the Knowledge of the Principal Sellers, threatened, that challenges the validity, enforceability, ownership, use or licensing of such Proprietary Rights.

(b)Except for licenses and agreements into which Target enters in the ordinary course of business, Section 4.21(b) of the Target Disclosure Schedule sets forth all licenses, sublicenses, assignments and other agreements under which Target is either a licensor, licensee, assignor or assignee of any Proprietary Rights which are material to the conduct of Target’s business as it is currently conducted.

(c)The owned Proprietary Rights do not infringe upon any domestic or foreign copyright, patent, trademark, trade name, service mark, mask work, trade secret or other intellectual property or proprietary right owned by another Person, and Target has not received any written notice of any claim of infringement or any other claim or proceeding relating to any such copyright, patent, trademark, trade name, service mark, mask work, trade secret or other intellectual property or proprietary right.  To the knowledge of Target, no Person is infringing upon or otherwise violating the owned Proprietary Rights.  To the knowledge of Target, no employee or consultant of Target is in violation of any requirement of law applicable to such employee or consultant or any term of any employment or consulting agreement, any patent or invention disclosure agreement, any non-competition or non-disclosure agreement, or any other contract or agreement relating to the relationship of such employee or consultant with Target, in the case of any of the foregoing, solely to the extent having a Material Adverse Effect on Target’s ownership of or right to use any Proprietary Rights as necessary to conduct Target’s business as currently conducted.

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(d)Since January 1, 2008, Target has taken reasonable security measures to protect the confidentiality of all designs, plans, trade secrets, source codes, inventions, processes, procedures, research records, know-how and formulae included within the Proprietary Rights, the value of which is contingent upon maintenance of confidentiality thereof, including, without limitation, requiring all Target employees and consultants and all other persons with access to such  designs, plans, trade secrets, source codes, inventions, processes, procedures, research records, know-how and formulae to be bound by confidentiality or non-disclosure agreements.

(e)Except for computer software under development, the computer software owned by Target which is material to the conduct of Target’s business as it is currently conducted (subject to such exception, the “Software”) performs in all material respects in accordance with its written documented specifications (if any), is in machine-readable form, contains all current revisions of the Software, and includes all object code and material source code forms of the Software and all currently existing materials, processes, disks, tapes and know-how related to the Software.

(f)Except as set forth in Section 4.21(f) of the Target Disclosure Schedule, Target has no further obligation to compensate any Person for the development, use, sale or exploitation of the Software nor has Target granted to any other Person or entity any license, option or other rights to develop, use, sell or exploit in any manner the Software, whether requiring the payment of royalties or not.

4.22Agreements, Contracts and Commitments.

(a)Section 4.22(a) of the Target Disclosure Schedule lists each Transaction Agreement and each Contract to which Target and each of its Subsidiaries is a party or bound and that fall within any of the following categories (each, a “Material Target Contract”): (i) Contracts not entered into in the ordinary course of business, (ii) joint venture, partnership and similar agreements, (iii) Contracts which are service contracts or equipment leases involving payments by Target of more than $10,000 per year, (iv) Contracts containing covenants purporting to limit the freedom of Target (or, after the Closing, Purchaser or its Subsidiaries) to compete in any line of business in any geographic area or to hire any individual or group of individuals, or requiring Target (or, after the Closing, Purchaser or its Subsidiaries) to deal exclusively with, grant exclusive rights to, or refrain from dealing with products that are competitive with any other party’s products, (v) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of Target or its Affiliates, or any customer, licensee or lessee thereof, (vi) Contracts relating to any outstanding commitment for capital expenditures of more than $10,000 per year, (vii) Contracts relating to the lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $10,000 and not cancelable by Target (without premium or penalty) within 90 days, (viii) Contracts with any labor organization, (ix) indentures, mortgages, promissory notes, loan agreements, guarantees, letters of credit or other agreements or instruments of Target or commitments for the borrowing or the lending of amounts in excess of $10,000 by Target or providing for the creation of any Lien upon any of the assets of Target, (x) Contracts providing for “earn-outs” or other contingent payments, (xi) Contracts with or for the benefit of any holder of capital stock or options to purchase capital stock of Target, Affiliate of Target or, to the knowledge of Target, any such holder or immediate family member thereof, (xii) Contracts with respect to employment or consulting services or providing for severance benefits, (xiii) Contracts involving any current or former officer, director or stockholder of the Target or an Affiliate of Target; and (xiv) all other Contracts not called for above that are material to the business of Target as it is currently being conducted.

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(b)Each of the Material Target Contracts is valid and in full force and effect.  Neither Target nor any of its Subsidiaries, nor to Target’s knowledge any other party to a Material Target Contract, has violated any material provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, would constitute a material default under the provisions of any such Material Target Contract, and neither Target nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the Material Target Contracts. Neither Target nor any Subsidiary of Target is a party to, or otherwise a guarantor of or liable with respect to, any interest rate, currency or other swap or derivative transaction, other than any such transactions in the ordinary course of business. Target has made correct and complete copies of the Material Target Contracts available to Purchaser.

4.23Interested Party Transactions.  Except for the Target Employee Plans, Section 4.23 of the Target Disclosure Schedule sets forth a correct and complete list of the contracts, arrangements that are in existence as of the date of this Agreement or transactions under which Target or any of its Subsidiaries has any existing or future liabilities (an “Affiliate Transaction”), between Target or any of its Subsidiaries, on the one hand, and, on the other hand, any (a) present executive officer or director of Target, its Subsidiaries or any person that has served as such an executive officer or director within the past two years or any of such executive officer’s or director’s immediate family members, (b) record or beneficial owner of more than 5% of the shares of Target Common Stock as of the date hereof, or (c) to the knowledge of the Target, any Affiliate of any such executive officer, director or owner (other than Target or any of its Subsidiaries). Target has made available to Purchaser true and complete copies of any such contract or arrangement.

4.24Brokers.  Target and its Subsidiaries have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finder's fees or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby, other than fees and expenses payable to Roth Capital Partners, LLC.

4.25Opinions of Financial Advisors.  On the date of this Agreement the board of directors of Target received from its financial advisors, Roth Capital Partners, LLCan opinion, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Target Stockholders pursuant to this Agreement is fair, from a financial point of view, to the Target Stockholders.

4.26Vote Required.  The vote ofa majority of the votes represented by the outstanding shares of Target Common Stock entitled to vote on this Agreement and the Merger (the “Target Stockholder Approval”) is the only vote of the Target Stockholders, Options or other securities of Target necessary to approve this Agreement and the Merger and the transactions contemplated hereby and thereby.

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4.27NCA and State Takeover Laws.  Prior to the date hereof, the board of directors of Target has taken all action necessary to exempt under or make the following not subject to any state takeover Law or other state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares:  (a) the execution of this Agreement, (b) the Merger and (c) the other transactions contemplated hereby.

4.28No Other Representations and Warranties.  Except for the representations and warranties contained in this Agreement, neither Target nor its Subsidiaries nor any other Person or its Subsidiaries makes any representation or warranty, express or implied, on behalf of Target and its Subsidiaries with respect to the transactions contemplated by this Agreement.

ARTICLE 5

COVENANTS OF THE PARTIES

The parties hereto agree as follows with respect to the period from and after the execution of this Agreement:

5.1Conduct of Business of Target.  During the period from the date of this Agreement to the Effective Time, except as provided in Section 5.1 of the Target Disclosure Schedule or as otherwise expressly contemplated or permitted in this Agreement or the Transaction Agreements and except to the extent Purchaser shall otherwise give its prior written consent, each of Target and its Subsidiaries shall: (i) conduct its business in the ordinary course and consistent with the budget attached hereto as Exhibit B (the “Budget”) and in compliance in all material respects with applicable Laws; (ii) pay or perform its material obligations when due; and (iii) use its commercially reasonable efforts consistent with past practices to: (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees, (C) preserve in all material respects its relationships with customers, suppliers, distributors, joint venture partners, and others with which it has significant business dealings, and (D) preserve in all material respects any Target Intellectual Property. Without limiting the generality of the foregoing, except as provided in Section 5.1 of the Target Disclosure Schedule or as expressly contemplated or permitted by this Agreement or the Transaction Agreements, without the prior written consent of Purchaser, during the period from the date of this Agreement to the Effective Time, Target shall not, and shall not permit any of its Subsidiaries to, do any of the following:

(a)amend the Target Charter Documents;

(b)split, combine, subdivide or reclassify any shares of its capital stock or other equity interests or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends paid to Target or any of its Subsidiaries by any Subsidiary that is, directly or indirectly, wholly-owned by Target;

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(c)adopt a plan or agreement of complete or partial liquidation, dissolution, winding up, merger, consolidation, amalgamation, restructuring, recapitalization or other material reorganization;

(d)issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of its capital stock of any class or other equity interests or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock or other equity interests, other than the issuances of shares of Target Common Stock upon the exercise of Options outstanding on the date hereof or issued after the date hereof in compliance with the terms of this Agreement in accordance with their present terms;

(e)except as required to ensure that any Target Employee Plan in effect on the date of this Agreement is not then out of compliance with applicable Law or as specifically required or permitted pursuant to this Agreement or as provided in the Target Disclosure Schedule, (A) adopt, enter into, terminate or amend any Target Employee Plan, (B) increase in any manner the compensation or benefits of, or pay any bonus to, any employee of Target or its Subsidiaries, except as required by a Target Employee Plan or an employment agreement with an employee of Target or its Subsidiaries, (C) pay or provide to any employee of Target or its Subsidiaries any benefit not provided for under a Target Employee Plan as in effect on the date of this Agreement or as permitted by clause (B) above, (D) grant any awards under any Target Employee Plan (including the grant of stock or other equity options, stock or other equity appreciation rights, performance units, restricted stock or other equity, stock or other equity purchase rights or other stock or other equity-based or stock-related awards) or remove existing restrictions in any Target Employee Plan or awards made thereunder, (E) take any action to fund or in any other way secure the payment of compensation or benefits under any Target Employee Plan, except as required to comply with any Target Employee Plan as in effect on the date of this Agreement or (F) take any action to accelerate the vesting or payment of any compensation or benefits under any Target Employee Plan;

(f)except pursuant to agreements that are in effect as of the date hereof and previously disclosed to Purchaser, directly or indirectly purchase, redeem or otherwise acquire any shares of Target Common Stock or any shares of capital stock or other interests in the Subsidiaries of Target or any other securities thereof or any rights, warrant or options to acquire any such shares or other securities (which restriction shall not restrict any cashless exercise or similar transaction pursuant to any Options or other awards issued under an Target Employee Plan outstanding as of the date of this Agreement);

(g)acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any business;

(h)other than pursuant to Contracts in effect as of the date hereof, sell, lease, license (as licensor or licensee), assign, encumber or otherwise transfer in one transaction or any series of related transactions, assets, property or rights;

(i)incur, assume or guarantee any Indebtedness for borrowed money or issue or sell any debt securities or warrants or other rights to acquire debt securities or enter into any keep-well or other arrangements to maintain the financial condition of any other Person;

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(j)make any loan, advance or capital contribution to or investment in any Person, other than loans, advances or capital contributions to or investments (i) in its Subsidiaries or pursuant to Contracts in effect at the date hereof or (ii) in accordance with the Budget;

(k)make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to Target or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Target or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Target or any of its Subsidiaries for any period ending after the Closing Date or decreasing any Tax attribute of Target or any of its Subsidiaries existing on the Closing Date;

(l)take any action that would, or would reasonably be expected to, prevent or materially impair or delay the ability of Target to consummate the transactions contemplated by this Agreement;

(m)enter into, amend, cancel, terminate, or grant any waiver in respect of any Material Target Contract;

(n)file any registration statement under the Securities Act or an amendment to any Securities Act registration statement;

(o)make any capital expenditures in any fiscal quarter exceeding the Budget for such fiscal quarter;

(p)enter into any hedging agreements whether or not in the ordinary course of business consistent with past practice;

(q)waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises not exceeding the amount reserved against in the Target Financial Statements, or otherwise pay, discharge or satisfy any claim, liability or obligation;

(r)enter into any “non-compete,” “non-solicit” or similar agreement that would materially restrict the businesses of Target or Purchaser following the Effective Time;

(s)enter into any closing agreement with respect to material Taxes, settle or compromise any material liability for Taxes, make, revoke or change any material Tax election, agree to any adjustment of any material Tax attribute, file or surrender any claim for a material refund of Taxes, execute or consent to any waiver extending the statutory period of limitations with respect to the collection or assessment of material Taxes, file any material amended Tax Return or obtain any material Tax ruling;

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(t)enter into any new, or amend or otherwise alter any Affiliate Transaction or transaction that would be an Affiliate Transaction if such transaction occurred prior to the date hereof; or

(u)agree or commit to do any of the foregoing.

5.2Conduct of Business of Purchaser.  During the period from the date of this Agreement to the Effective Time, except as otherwise expressly contemplated or permitted in this Agreement or the Transaction Agreements and except to the extent Target shall otherwise give its prior written consent, not to be unreasonably withheld or delayed, Purchaser shall not, and shall not permit any of its Subsidiaries to, do any of the following:

(a)amend any Purchaser Charter Document or other applicable governing instruments in a manner that would (i) reasonably be expected to, prevent or materially impair or delay the ability of Purchaser to consummate the transactions contemplated by this Agreement, or (ii) disproportionately adversely affect a holder of Target Common Stock relative to a holder of Purchaser Common Stock;

(b)split, combine, subdivide or reclassify any shares of its capital stock or other equity interests or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its securities, except for (i) dividends paid to Purchaser or any of its Subsidiaries by any Subsidiary of Purchaser, (ii) purchases of shares of Purchaser Common Stock pursuant to stock repurchase plans set forth on Section 5.2(b) of the Purchaser Disclosure Schedule, the Purchaser Option Plans or Contracts in effect as of the date of this Agreement and in accordance with the terms thereof;

(c)issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of its capital stock of any class or other equity interests or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock or other equity interests, other than (i) the issuances of shares of Purchaser Common Stock upon the exercise of Purchaser Options and Purchaser Warrants outstanding on the date hereof or issued after the date hereof in compliance with the terms of this Agreement in accordance with their present terms, (ii) issuances of equity awards in the ordinary course of business under the Purchaser Option Plans, and (iii) issuance of capital stock of any wholly-owned Subsidiary of Purchaser to Purchaser or another wholly-owned Subsidiary thereof;

(d)adopt a plan or agreement of complete or partial liquidation or dissolution;

(e)acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material business, if such transaction would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement;

(f)materially change (i) its methods of accounting or accounting practices in any material respect, except as required by concurrent changes in GAAP (or the permitted early adoption of such changes) or by Law and concurred in by Purchaser’s external auditors or (ii) its fiscal year;

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(g)take any action that would, or would reasonably be expected to, prevent or materially impair or delay the ability of Purchaser to consummate the transactions contemplated by this Agreement, including the Merger and the transactions contemplated by this Agreement; or

(h)agree or commit to do any of the foregoing.

5.3Stockholder Approval.

(a)Target agrees to take, in accordance with applicable Law and the Target Charter Documents, all action necessary to convene as soon as reasonably practicable a special meeting of the Target Stockholders to consider and vote upon the approval and adoption of this Agreement, including the Merger, and any other matters required to be approved by the Target Stockholders for consummation of the Merger (including any adjournment or postponement, the “Target Stockholder Meeting”). Except with the prior approval of Purchaser, no other matters shall be submitted for the approval of Target Stockholders at the Target Stockholder Meeting, other than matters customarily brought before the Purchaser stockholders at an annual meeting.  The board of directors of Target shall at all times prior to and during such meeting recommend such approval and adoption and shall take all reasonable lawful action to solicit such approval and adoption by the Target Stockholders, provided that nothing in this Agreement shall prevent the board of directors of Target from withholding, withdrawing, amending or modifying its recommendation if the board of directors of Target determines, after consultation with its outside counsel, that failing to take such action would be reasonably likely to constitute a breach of its fiduciary duties to the Target Stockholders under applicable Law; provided, further, that Section 5.12 shall govern the withholding, withdrawing, amending or modifying of such recommendation in the circumstances described therein.

(b)Purchaser agrees to take, in accordance with applicable Law and the Purchaser Charter Documents, all action necessary to convene as soon as reasonably practicable a special meeting of its stockholders to consider and vote upon the issuance of the Purchaser Common Stock contemplated by this Agreement and any other matters required to be approved by Purchaser’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Purchaser Stockholder Meeting”). Except with the prior approval of Target, no other matters shall be submitted for the approval of Purchaser stockholders at the Purchaser Stockholder Meeting, other than matters customarily brought before the Purchaser stockholders at an annual meeting. The board of directors of Purchaser shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its stockholders, provided that nothing in this Agreement shall prevent the board of directors of Purchaser from withholding, withdrawing, amending or modifying its recommendation if the board of directors of Purchaser determines, after consultation with its outside counsel, that such action is legally required in order for the directors to comply with their fiduciary duties to the Purchaser stockholders under applicable Law.

5.4Registration Statement.

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(a)Purchaser agrees to prepare an S-4 or other applicable registration statement to be filed by Purchaser with the SEC in connection with the issuance of Purchaser Common Stock in the Merger (including the proxy statement and other proxy solicitation materials of Purchaser constituting a part thereof and all related documents (the “Purchaser Proxy Statement”)) (the “S-4”). The S-4 shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.  Target shall prepare and furnish such information relating to it and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and Target, and its legal, financial and accounting advisors, shall have the right to review and recommend comments on the S-4 prior to its filing.  Purchaser shall consider in good faith any such recommended comments.  Without limiting the generality of the foregoing, as promptly as reasonably practicable, but in any event no later than March 31, 2012, Target shall provide to Purchaser Target’s audited financial statements consisting of a balance sheet of Target as of December 31, 2011 and the related statements of income and retained earnings, stockholders’ equity and cash flows for the year then ended.  Target agrees to cooperate with Purchaser and Merger Sub and Purchaser’s and Merger Sub’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the S-4. Provided that Target has cooperated as described above, Purchaser agrees to file, or cause to be filed, the S-4 with the SEC as promptly as reasonably practicable.  Each of Target, Purchaser and Merger Sub agrees to use its reasonable best efforts to cause the S-4 to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof.  Purchaser also agrees to use its reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement.  After the S-4 is declared effective under the Securities Act, Purchaser shall promptly mail the Purchaser Proxy Statement to its stockholders and provide the prospectus contained therein to the Target Stockholders.

(b)Purchaser shall, as promptly as practicable after receipt thereof, provide Target with copies of any written comments, and advise Target of any oral comments, received from the SEC with respect to the S-4.  Purchaser shall provide Target with a reasonable opportunity to review and comment (and Purchaser shall consider in good faith any such recommended comments) on any amendment or supplement to the S-4 and any communications prior to filing such with the SEC, and will promptly provide Target with a copy of all such filings and communications made with the SEC.

(c)Each of Target and Purchaser agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the S-4 shall, at the time the S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Purchaser Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to stockholders and the Purchaser Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  Each of Target and Purchaser further agrees that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the S-4 or the Purchaser Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Parties thereof and to take the necessary steps to correct the S-4 or the Purchaser Proxy Statement.

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(d)Purchaser agrees to advise Target, promptly after Purchaser receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Purchaser Common Stock for offering or sale in any jurisdiction, of the initiation or, to the extent Purchaser is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the S-4 or for additional information.

5.5Reasonable Best Efforts.  Each of the parties shall use its reasonable best efforts to take all action and to do all things necessary, proper or advisable to consummate the Merger and the transactions contemplated by this Agreement (including, without limitation, using its reasonable best efforts to cause the conditions set forth in Article 6 for which they are responsible to be satisfied as soon as reasonably practicable and to prepare, execute and deliver such further instruments and take or cause to be taken such other and further action as any other party hereto shall reasonably request).

5.6Neutron Funding Agreement.  Purchaser shall enter into the Neutron Funding Agreement and complete the transactions contemplated thereby, subject to the terms and conditions thereof.

5.7HSR Act.  As soon as practicable, and in any event no later than fifteen Business Days after the either Purchaser or Target determines that the transaction contemplated hereby requires filings under the HSR Act, each of the parties hereto will file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act (if any) with respect to the Merger, will use its reasonable efforts to obtain an early termination of the applicable waiting period, and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable.  Purchaser and Target agree to cooperate with respect to, and shall cause each of their respective Subsidiaries to cooperate with respect to, and agree to use all reasonable efforts to contest and resist, any Action, including legislative, administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an “Order”) of any Governmental Entity that is in effect and that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including, without limitation, by pursuing all available avenues of administrative and judicial appeal and all available legislative action.  Upon the terms and subject to the conditions set forth in this Agreement, in connection with the HSR Act, each of Target and Purchaser agrees to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (x) to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render inadvisable the consummation of the Merger or (y) to result in an Order (i) prohibiting or limiting the ownership or operation by Purchaser of any material portion of the business or assets of Target or compelling Purchaser to dispose of or hold separate any of the business or assets of Purchaser or any material portion of the business or assets of Target as a result of the Merger or any of the other transactions contemplated by this Agreement, (ii) imposing limitations on the ability of Purchaser to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of Target, including, without limitation, the right to vote such capital stock on all matters properly presented to the Target Stockholders, or (iii) prohibiting Purchaser from effectively controlling in any material respect the business or operations of Target.  The parties acknowledge that, based on the price of Purchaser’s Common Stock as of the date hereof, no filings under the HSR Act are required with respect to the transactions contemplated hereby.

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5.8Other Governmental Matters.  Each of the parties shall use its reasonable efforts to take any additional action that may be necessary, proper or advisable in connection with any other notices to, filings with, and authorizations, consents and approvals of any Governmental Entity that it may be required to give, make or obtain.

5.9Intentionally Omitted.

5.10Public Announcements.  No party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other parties, subject to RCF’s right to consent pursuant to the RCF Investment Agreement; provided, however, that any party may make any public disclosure it believes in good faith is required by applicable Law or stock market rule (in which case the disclosing party shall use reasonable efforts to advise the other parties and provide them with a copy of the proposed disclosure prior to making the disclosure).

5.11Notification of Certain Matters.

(a)Purchaser shall give prompt notice to Target of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would cause any Purchaser or Merger Sub representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

(b)Target shall give prompt notice to Purchaser of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would cause any Target representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of Target to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

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5.12No Solicitation.

(a)Target will immediately cease and cause to be terminated any existing solicitation, encouragement, activity, discussion or negotiation with any Person with respect to any Acquisition Proposal, whether or not initiated by Target, and, in connection therewith, Target will discontinue access to any data rooms (virtual or otherwise) and will request (and exercise all rights it has to require) the return or destruction of all information regarding Target and its Subsidiaries previously provided to any such Person or any other Person and will request (and exercise all rights it has to require) the destruction of all materials including or incorporating any confidential information regarding Target and its Subsidiaries.  Target shall not terminate, amend, modify or waive any provision of any confidentiality or standstill or similar agreement to which Target or any of its Subsidiaries is a party with any other Person.

(b)Target shall not, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent of Target or any Subsidiary of Target: (i) solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing non-public information or permitting any visit to any facilities or properties of Target or any Subsidiary of Target, including any material joint ventures or Mineral Properties) any inquiries, proposals or offers regarding any Acquisition Proposal; (ii) engage in any discussions or negotiations regarding, or provide any confidential information with respect to, any Acquisition Proposal, provided that for greater certainty, Target may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Target board of directors has so determined; (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Purchaser, the approval or recommendation of the Target board of directors or any committee thereof of this Agreement or the Merger; (iv) approve or recommend, or remain neutral with respect to, or propose publicly to approve or recommend, or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until 15 calendar days following the formal commencement of such Acquisition Proposal shall not be considered to be in violation of this Section 5.12(b); or (v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal.

(c)Notwithstanding Section 5.12(b) and any other provision of this Agreement, the Target board of directors shall be permitted, prior to obtaining the Target Stockholder Approval, to engage in discussions or negotiations with, or provide information pursuant to Section 5.12(b) to, any Person in response to an Acquisition Proposal by any such Person, provided that (A) it has received an unsolicited bona fide written Acquisition Proposal from such Person and the Target board of directors has determined in good faith based on information then available and after consultation with its financial advisors that such Acquisition Proposal constitutes a Superior Proposal (except for the element requiring that the Acquisition Proposal not be subject to any due diligence and/or access condition); and (B) prior to providing any confidential information or data to such Person in connection with such Acquisition Proposal, (x) the Target board of directors receives from such Person an executed confidentiality agreement covering a period of not less than one year from the date of such confidentiality agreement and Target sends a copy of any such confidentiality agreement to Purchaser promptly upon its execution and promptly provides Purchaser a list of, or in the case of information that was not previously made available to Purchaser, copies of, any information provided to such Person, and (y) Target has complied in all material respects with Section 5.12(e). Target shall not engage in discussions or negotiate, accept, approve or recommend an Acquisition Proposal or provide information to any Person proposing an Acquisition Proposal, in each case after the date of the Target Stockholder Approval.

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(d)From and after the date of this Agreement, Target shall promptly (and in any event within 36 hours) notify Purchaser, orally and in writing, of any proposal, inquiry, offer (or any amendment thereto) or any request for discussions or negotiations in each case or request relating to or constituting an Acquisition Proposal, any request for representation on the Target board of directors, or any request for non-public information relating to Target or any Subsidiary of Target or any material joint venture or material mineral property relating to or constituting an Acquisition Proposal of which Target’s directors, officers, representatives or agents are or became aware. Such notice shall include a description of the terms and conditions of, and the identity of the Person making, any proposal, inquiry, offer (including any amendment thereto) or request, and shall include copies of any such proposal or offer or any amendment to such proposal or offer. Target shall also provide such other details of the proposal or offer, or any amendment thereto, as Purchaser may reasonably request. Target shall keep Purchaser promptly and fully informed of the status, including any change to the material terms, of any such proposal or offer, or any amendment thereto, and will respond promptly to all inquiries by Purchaser with respect thereto.

(e)Target shall ensure that its officers, directors, representatives, agents and legal and financial advisors, and its Subsidiaries and their officers, directors, representatives, agents and legal and financial advisors, are aware of the provisions of Sections 5.12(a)-(d) hereof and agree to be bound thereby, and it shall be responsible for any breach of such provisions by any of them or by any employee of Target or any Subsidiary of Target.

(f)If Target has complied with Sections 5.12(a)-(e), Target may accept, approve, recommend or enter into any agreement in respect of, an Acquisition Proposal prior to the Target Stockholder Approval only if:

(i)the Acquisition Proposal constitutes a Superior Proposal;

(ii)Target has provided Purchaser with notice in writing that there is a Superior Proposal in accordance with Section 5.12(c)-(d);

(iii)at least five Business Days shall have elapsed from the date that Purchaser has received a copy of the written proposal in respect of the purported Superior Proposal (or any amendment or revision thereof);

(iv)if Purchaser has proposed to amend the terms of the Merger and this Agreement in accordance with Section 5.12(g), the Target board of directors (after receiving advice from its financial advisors and outside legal counsel) shall have determined in good faith that the Acquisition Proposal continues to constitute a Superior Proposal after taking into account such amendments;

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(v)Target’s board of directors after consultation with outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Laws;

(vi)prior to entering into an agreement relating to such Superior Proposal (other than the aforesaid confidentiality agreement) Target shall have terminated this Agreement pursuant to Section 7.1(j); and

(vii)in the event that Target provides Purchaser with a notice referred to in Section 5.12(f)(ii) on a date that is less than five Business Days prior to the Target Stockholder Meeting, Target shall adjourn the Target Stockholder Meeting (without notice on the Merger or any related matters) to a date that is not less than five Business Days and not more than 10 Business Days after the date of the Purchaser notice referred to in Section 5.12(f)(ii).

(g)Target acknowledges and agrees that, during the five Business Day period referred to in Section 5.12(f)(iii), Purchaser shall have the opportunity, but not the obligation, to propose to amend the terms of the Merger and this Agreement. The Target board of directors will review any proposal by Purchaser to amend the terms of the Merger and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether such proposal would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendments to the terms of the Merger and this Agreement.

(h)Target acknowledges and agrees that each successive modification of the material terms of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of this Section 5.12 and the requirement under Section 5.12(f)(iii) to initiate an additional five Business Day period.

5.13Confidentiality; Access.

(a)The parties acknowledge that Target and Purchaser have previously executed a confidentiality agreement, dated as of August 11, 2011 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms.

(b)Subject to applicable Laws relating to the exchange of information prior to the Effective Time, from the date hereof until the Closing upon reasonable written notice delivered to Target by Purchaser, Target shall (a) afford Purchaser and its representatives reasonable access to and the right to inspect all of the real property, properties, assets, premises, books and records, Contracts and other documents and data related to Target during normal business hours; (b) furnish Purchaser and its representatives with such financial, operating and other data and information related to Target as Purchaser or any of its representatives may reasonably request; and (c) instruct the representatives of Target and to reasonably cooperate with Purchaser in its investigation of Target.

5.14Listing Application.  Purchaser shall cause the shares of Purchaser Common Stock to be issued in the Merger and the transactions contemplated hereby to be authorized for inclusion on NASDAQ prior to the Effective Time.

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5.15Director and Officer Insurance.

(a)At or prior to the Effective Time, Purchaser shall purchase an extended reporting period of three (3) years under the directors’ and officers’ liability insurance policy maintained by Target as of the date hereof.

(b)From the date hereof until the Effective Time, Purchaser shall use commercially reasonable efforts to purchase an additional $10,000,000 to $15,000,000 of directors’ and officers’ liability insurance coverage with an extended reporting period of three (3) years in form and substance satisfactory to Target; provided, however, that the cost of such additional insurance shall not exceed $140,000.

(c)In the event Purchaser fails to have the insurance coverage described in Section 5.15(b) in place by the Effective Time, Purchaser shall from and after the Effective Time indemnify the individuals who at or prior to the Effective Time were directors or officers of the Target with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent permitted (A) by the Purchaser Charter Documents and (B) under applicable Law, whichever is more favorable to such directors and officers; provided, however, that such indemnification shall not exceed $5,000,000 in the aggregate (not including any payments made under the Target’s directors’ and officers’ liability insurance policy). In the event the Purchaser obtains the insurance coverage described in Section 5.15(b), Purchaser shall not be required to indemnify Target’s officers and directors other than to provide payment of any applicable deductible under the insurance policies obtained or extended pursuant to Sections 5.15(a) and (b).

5.16FIRPTA

(a)Prior to Closing, Target shall use its best efforts to collect from (a) each Target Stockholder that is not a Foreign Target Stockholder a certificate of non-foreign status dated as of the Closing Date in the form and substance satisfactory to Purchaser stating that such Target Stockholder is not a “foreign person” as defined in Section 1445(f)(3) of the Code (a “Certificate of Non-Foreign Status”) and (b) each Foreign Target Stockholder either (i) an affidavit dated as of the Closing Date, sworn under penalty of perjury containing information satisfactory to Purchaser that such Foreign Target Stockholder has submitted an application to the IRS for a FIRPTA Exemption Certificate on a date prior to Closing (a “FIRPTA Affidavit”) or (ii) a FIRPTA Exemption Certificate issued to such Foreign Target Stockholder.

(b)Purchaser shall issue and distribute FIRPTA Withheld Shares to a Foreign Target Stockholder who has provided at or prior to Closing an affidavit that such Foreign Target Stockholder has applied to the IRS for a FIRPTA Exemption Certificate in the amount due to a Foreign Target Stockholder within twenty (20) days of Purchaser’s receipt of the notice in form and substance satisfactory to Purchaser from such Foreign Target Stockholder that the stockholder has received a FIRPTA Exemption Certificate with respect to such Foreign Target Stockholder.  With respect to a Foreign Target Stockholder who has provided a FIRPTA Affidavit at or prior to Closing, Purchaser shall pay to the IRS any amounts required to be withheld from such Target Stockholder pursuant to Section 1445 of the Code upon a Foreign Target Stockholder’s receipt of Purchaser Common Stock in the Merger after the application of such withholding exemptions and reductions provided under any applicable FIRPTA Exemption Certificate within five (5) days of (i) Purchaser’s receipt of a FIRPTA Exemption Certificate issued to a Foreign Target Stockholder providing for reduced withholding pursuant to Section 1445 of the Code or (ii) Purchaser’s receipt of notice that a Foreign Target Stockholder has received from the IRS a final denial of such stockholder’s application for a FIRPTA Exemption Certificate.  Purchaser shall provide evidence of such payment to the relevant Foreign Target Stockholder within ten (10) days after Purchaser’s payment of any amounts required to be withheld under Section 1445 of the Code to the IRS.

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(c)A Foreign Target Stockholder shall provide notice to Purchaser of the IRS’s final denial of such stockholder’s application for a FIRPTA Exemption Certificate within five (5) days of receiving written notice of such denial.

(d)A Foreign Target Stockholder shall provide Purchaser with a FIRPTA Exemption Certificate issued to such stockholder within five (5) days of receiving such certificate from the IRS.

(e)Purchaser shall timely pay to the IRS amount amounts required to be withheld pursuant to Section 1445 of the Code with respect to a Target Stockholder that does not provide Purchaser  at or prior to Closing with (i) a Certificate of Non-Foreign Status, (ii) a FIRPTA Exemption Certificate, or (iii) a FIRPTA Affidavit.

5.17 Englewood and Albuquerque Leases.  Target shall use its best efforts to cause the Englewood Lease and the Albuquerque Lease to be terminated or modified with respect to office leasehold obligations prior to the Closing Date on terms and conditions satisfactory to Purchaser and its counsel.

ARTICLE 6

CONDITIONS

6.1Mutual Conditions.  The obligations of the parties hereto to consummate the Merger shall be subject to fulfillment of the following conditions:

(a)Purchaser Stockholder Approval.  The Purchaser Stockholder Approval shall have been obtained.

(b)Target Stockholder Approval.  The Target Stockholder Approval shall have been obtained.

(c)No Adverse Proceeding.  No temporary restraining order, preliminary or permanent injunction or other Order which prevents the consummation of the Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Entity which prevents the consummation of the Merger.

(d)HSR Act.  Any applicable waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

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(e)No Government Action.  No Action shall be instituted by any Governmental Entity which seeks to prevent consummation of the Merger or seeking material damages in connection with the transactions contemplated hereby which continues to be outstanding.

(f)S-4.  The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

(g)NASDAQ Authorization.  The shares of Purchaser Common Stock to be issued in the Merger and the transactions contemplated hereby shall have been authorized for inclusion on NASDAQ, subject to official notice of issuance.

(h)Transaction Agreements.  Each Transaction Agreement shall be in full force and effect, and the transactions contemplated thereby to occur prior to the Closing shall have been consummated on terms and conditions satisfactory to Purchaser, Target and their respective counsels.

6.2Conditions to Obligations of Target.  The obligations of Target to consummate the Merger and the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by Target:

(a)Representations and Warranties. The representations and warranties of Purchaser and Merger Sub contained in this Agreement shall be true and correct in all material respects (except that the representations and warranties of Purchaser and Merger Sub contained in this Agreement that are qualified by materiality “or Material Adverse Effect” shall be true and correct in all respects) as of the Effective Time with the same effect as if made at and as of the Effective Time (other than such representations that are made as of a specified date, which shall be true and correct in all material respects as of such date) (or if qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of such date), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Purchaser or Merger Sub.

(b)Performance of Agreement.  Each of Purchaser and Merger Sub shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time.

(c)Certificates.  Each of Purchaser and Merger Sub shall have furnished Target with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied.

6.3Conditions to Obligations of Purchaser and Merger Sub.  The obligations of Purchaser and Merger Sub to consummate the Merger and the other transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by each of Purchaser and Merger Sub:

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(a)Representations and Warranties.  The representations and warranties of Target contained in this Agreement shall be true and correct in all material respects (except that the representations and warranties of Target contained in this Agreement that are qualified by materiality “or Material Adverse Effect” shall be true and correct in all respects) as of the Effective Time with the same effect as if made at and as of the Effective Time (other than such representations that are made as of a specified date, which shall be true and correct in all material respects as of such date) (or if qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of such date), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Target.

(b)Performance of Agreement.  Target shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder and under the Transaction Agreements at or prior to the Effective Time.

(c)Certificate.  Target shall have furnished Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.3(a) and (b) have been satisfied, and certifying to the elements of the total consideration to be paid to Target Stockholders pursuant to Article 2.

(d)Consents and Approvals.  Target shall have received all consents and approvals listed on Section 6.3(d) of the Target Disclosure Schedule.

(e)Exercise of Options.  All Options shall have been exercised in accordance with Section 2.5 of this Agreement or expired or cancelled effective as of the Effective Time, and Purchaser shall have received documentation satisfactory to Purchaser and its counsel confirming that such actions occurred.

(f)No Material Adverse Change.  Since the date of this Agreement, there shall not have been any change in the business, condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), operations or results of operations of Target which would constitute a Material Adverse Effect or any event, occurrence or development which would have a material adverse effect on the ability of Target to consummate the transactions contemplated hereby.

(g)Dissenting Shares.  Dissenting Shares shall not exceed 7% of the number of shares of Target Common Stock entitled to vote on the Merger.

(h)Releases.  Purchaser shall have received a release duly executed by each person listed on Part I of Exhibit I, which shall release Purchaser, Merger Sub, Target, the Surviving Corporation and each of their respective Affiliates from certain indemnification obligations under the Target Charter Documents, applicable Laws or otherwise, in form and substance satisfactory to Purchaser and its counsel.

(i)Legal Opinion.  Purchaser shall have received the legal opinion of Target’s counsel with respect to authority of Target, in form and substance reasonably satisfactory to Purchaser and its counsel.

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ARTICLE 7

TERMINATION AND AMENDMENT

7.1Termination of Agreement.  The parties may terminate this Agreement prior to the Closing (whether before or after receipt of Target Stockholder Approval or Purchaser Stockholder Approval), as provided below:

(a)By Purchaser or Target by mutual written consent;

(b)By Purchaser by giving written notice to Target in the event Target is in breach of any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other such breach, would cause the conditions set forth in clauses (a) or (b) of Section 6.3 not to be satisfied and (ii) is not cured within 20 days following delivery by Purchaser to Target of written notice of such breach;

(c)By Target by giving written notice to Purchaser in the event Purchaser or Merger Sub is in breach of any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other such breach, would cause the conditions set forth in clauses (a) or (b) of Section 6.2 not to be satisfied and (ii) is not cured within 20 days following delivery by Target to Purchaser of written notice of such breach;

(d)By Purchaser or Target (provided that if Target is the terminating party it shall not be in material breach of any of its obligations under Section 5.3(a)) by giving written notice to the other parties if the Target Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the Target Stockholder Meeting;

(e)By Purchaser or Target (provided that if Purchaser is the terminating party it shall not be in material breach of any of its obligations under Section 5.3(b)) by giving written notice to the other Parties if the Purchaser Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the Purchaser Stockholder Meeting;

(f)By Purchaser by giving written notice to Target if the Closing shall not have occurred on or before October 31, 2012 (the “Outside Termination Date”), by reason of the failure of any condition precedent under Section 6.1 or 6.3 (unless the failure results primarily from a breach by Purchaser or the Merger Sub of any representation, warranty or covenant contained in this Agreement);

(g)By Target by giving written notice to Purchaser if the Closing shall not have occurred on or before the Outside Termination Date by reason of the failure of any condition precedent under Section 6.1 or 6.2 (unless the failure results primarily from a breach by Target of any representation, warranty or covenant contained in this Agreement);

(h)By Target, if (i) the board of directors of Purchaser does not recommend in the Purchaser Proxy Statement that its stockholders approve the Merger and the Purchaser Share Issuance; (ii) after recommending in the Purchaser Proxy Statement that Purchaser stockholders approve the Merger and the Purchaser Share Issuance, the board of directors shall have withdrawn, modified or qualified such recommendation adverse to the interest of Target or (iii) Purchaser fails to call, give proper notice of, convene and hold the Purchaser Stockholder Meeting;

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(i)By Purchaser, if (i) the board of directors of Target does not recommend at the Target Stockholder Meeting that its stockholders adopt this Agreement; (ii) after recommending at the Target Stockholder Meeting that stockholders adopt this Agreement, the board of directors shall have withdrawn, modified or qualified such recommendation adverse to the interest of Purchaser or (iii) Target fails to call, give proper notice of, convene and hold the Target Stockholder Meeting; or

(j)by Target, if Target proposes to enter into a definitive agreement with respect to a Superior Proposal in compliance with the provisions of Section 5.12(f).

7.2Notice of Termination; Effect of Termination.  Subject to Sections 7.1(b), (c) and (j), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except that (i) Section 7.2, Section 7.3 and Article 8 (Miscellaneous) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

7.3Fees and Expenses.

(a)General.  Except as set forth in this Section 7.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the Merger is consummated.

(b)Target Termination Fees.

(i)Target shall pay to Purchaser and RCF in immediately available funds, within one business day after demand by Purchaser, the Target Termination Fee if (A) this Agreement is terminated by Purchaser pursuant to Section 7.1(i), and (B) within twelve (12) months following the termination of this Agreement, a Target Competing Proposal is consummated.

(ii)Target shall pay to Purchaser and RCF in immediately available funds, within one business day after demand by Purchaser, the Target Termination Fee if (A) this Agreement is terminated by Purchaser pursuant to Section 7.1(j), and (B) within twelve (12) months following the termination of this Agreement, such Superior Proposal is consummated.

(iii)Target shall pay Purchaser and RCF in immediately available funds, within one business day after demand by Purchaser, the Target Termination Fee, if: (A) this Agreement is terminated by Purchaser pursuant to Section 7.1(b), (B) at the time of termination a Target Competing Proposal had been publicly announced or otherwise communicated to the stockholders of Target, and (C) within twelve (12) months following the termination of this Agreement, such Target Competing Proposal is consummated.

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(iv)Target shall pay Purchaser and RCF in immediately available funds, within one business day after demand by Purchaser, the Target Termination Fee, if: (A) this Agreement is terminated by Purchaser or Target pursuant to Section 7.1(d), (B) at the time of termination a Target Competing Proposal had been publicly announced or otherwise communicated to the stockholders of Target, and (C) within twelve (12) months following the termination of this Agreement, such Target Competing Proposal is consummated.

(v)Target shall pay Purchaser and RCF in immediately available funds, within one business day after demand by Purchaser, the Target Termination Fee if:  (A) this Agreement is terminated by Purchaser pursuant to Section 7.1(f), (B) at the time of the Target Stockholder Meeting a Target Competing Proposal was publicly announced or otherwise communicated to the stockholders of Target prior to the termination of this Agreement, and (C) within twelve (12) months following the termination of this Agreement, such Target Competing Proposal is consummated.

(vi)Target acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that if Target fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Purchaser makes a claim that results in a judgment against Target for the amounts set forth in this Section 7.3(b), Target shall pay to Purchaser and RCF their reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of intentional or willful breach of this Agreement.  The parties further acknowledge and agree that the payment by the Target of the Target Termination Fee pursuant hereto shall constitute the sole and exclusive remedies available to Purchaser or Merger Sub hereunder for any and all Damages incurred by Purchaser or Merger Sub as a result of any termination of this Agreement prior to the Effective Time.

(vii)Any amounts payable by Target to Purchaser and RCF pursuant to this Section 7.3(b) shall be payable as follows: (A) an amount equal to 30% of the Target Termination Fee shall be payable to RCF and (B) the remainder of the Target Termination Fee shall be payable to Purchaser.

(c)Defined Terms. For purposes of Sections 7.3(a) and (b), the following terms shall have the following meanings:

“Target Competing Proposal” means: (i) any merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, or similar transaction in respect of Target; (ii) any purchase or other acquisition by a Person (other than Purchaser) of such number of shares of Target’s Common Stock or any rights or interests therein or thereto which together with such Person’s other direct or indirect holdings of shares of Common Stock and the holdings of any other Person or Persons with whom such first Person may be acting jointly or in concert constitutes at least a majority of the outstanding shares of Target Common Stock; or (iii) any proposal or offer to, or public announcement of an intention to do, any of the foregoing from any Person other than Purchaser.

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“Target Termination Fee” means an amount equal to 4% of the product of (i) 36,000,000 times (ii) the weighted average closing price per share of Purchaser Common Stock on NASDAQ for the 40 trading days ending on February 24, 2012 (subject to equitable adjustment for stock splits, reclassifications, combinations, reorganizations or other similar changes).

(d)Certain Taxes and Other Related Fees.  All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Purchaser when due, and Purchaser will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, Purchaser will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

7.4Amendment.  This Agreement may be amended by the parties hereto, by action taken or authorized by their respective boards of directors, before or after receipt of the Target Stockholder Approval and the Purchaser Stockholder Approval; provided, however, that no amendment shall be made which by Law requires further approval or authorization by the Target Stockholders or the stockholders of Purchaser without such further approval or authorization.  Notwithstanding the foregoing, this Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

7.5Extension; Waiver.  At any time prior to the Effective Time, Purchaser (with respect to Target) and Target (with respect to Purchaser and Merger Sub) may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of such party, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained herein.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

ARTICLE 8

MISCELLANEOUS

8.1No Survival.  None of the representations and warranties contained in this Agreement will survive the Effective Time. This Section 8.1 does not limit any covenant of the parties to this Agreement which, by its terms, contemplates performance after the Effective Time.

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8.2Cross References to Defined Terms.  Capitalized terms used herein shall have the meanings ascribed to such terms on the applicable pages noted in the following index of defined terms:

Acquisition Proposal	51
Action	50
Affiliate	51
Affiliate Transaction	30
Agreement	1
Albuquerque Lease	51
Approvals	51
Articles of Merger	2
Audited Financial Statements	20
Budget	31
Business Day	51
Cebolleta Agreement	51
Certificate of Non-Foreign Status	42
Certificates	5
Closing	2
Closing Date	2
Code	3
Confidentiality Agreement	41
Contract	51
Current Financial Condition	54
Dissenting Shares	51
Effective Time	2
Employee Plan	52
Englewood Lease	52
Environmental Laws	52
Environmental Lien	52
ERISA	52
ERISA Affiliate	52
Exchange Act	52
Exchange Agent	5
Exchange Fund	5
Exchange Ratio	4
FIRPTA Affidavit	42
FIRPTA Exemption Certificate	4
FIRPTA Withheld Shares	3
Foreign Target Stockholder	4
GAAP	12
Governmental Entity	52
Hazardous Substance	52
HSR Act	53
Indebtedness	53
Interim Financial Statements	20
IRS	4
knowledge	53
Laws	53
Lien	53
Material Adverse Effect	53

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Material Target Contract	29
Merger	1
Merger Sub	1
Merger Sub Common Stock	10
Mineral Properties	54
Most Recent Balance Sheet	20
NASDAQ	54
NCA	1
Neutron Funding Agreement	54
Option Plans	54
Options	17
Order	37
Outside Termination Date	46
Permit	11
Person	54
Proprietary Rights	28
Purchaser	1
Purchaser 10-K	11
Purchaser Charter Documents	9
Purchaser Common Stock	9
Purchaser Disclosure Schedule	8
Purchaser Financial Statements	12
Purchaser Mining Claims	14
Purchaser Option Plans	54
Purchaser Options	9
Purchaser Property	15
Purchaser Proxy Statement	36
Purchaser SEC Reports	12
Purchaser Share Issuance	54
Purchaser Stockholder Approval	16
Purchaser Stockholder Meeting	35
Purchaser Surface and Mineral Leases	14
Purchaser Warrants	9
Purchaser Water Rights	14
RCF	55
RCF Investment Agreement	55
RMB	55
RMB Agreement	55
S-4	36
Sarbanes-Oxley Act	13
SEC	55
Securities Act	55
Shared Termination Fee	48
Software	29
Subsidiary	55
Superior Proposal	55
Surviving Corporation	1
Target	1
Target Charter Documents	17
Target Common Stock	17
Target Competing Proposal	48
Target Disclosure Schedule	16
Target Employee Plan	55
Target Environmental Permits	15, 27
Target Financial Statements	20
Target Insurance Policies	25
Target Mining Claims	24
Target Property	27
Target Stockholder Approval	30
Target Stockholder Meeting	35
Target Stockholders	56
Target Surface and Mineral Leases	23
Target Transaction Expenses	56
Target Water Rights	24
Tax	56
Tax Return	56
Transaction Agreements	1
Transaction Cost Settlement Agreements	56
Treas. Reg.	3
Voting Agreements	56
Warrants	17

8.3Terms not Defined Elsewhere.  The following terms, as used herein, shall have the following meanings:

“Action” means any action, claim, suit, litigation, demand, cause of action, charge, complaint, arbitration or other proceeding before any Governmental Entity.

“Acquisition Proposal” means: (i) any merger, take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, tender offer, exchange offer, consolidation, recapitalization, liquidation, dissolution or winding-up in respect of Target or any Subsidiary of the Target; (ii) any direct or indirect sale of assets (or any lease, long-term supply arrangement, license or other arrangement having the same economic effect as a sale) of Target or its Subsidiaries representing 20% or more of the consolidated assets, revenues or earnings of Target; (iii) any direct or indirect sale, issuance or acquisition of shares or other equity interests (or securities convertible into or exercisable for such shares or interest) in Target or any of its Subsidiaries representing 20% or more of the issued and outstanding equity or voting interest of Target or such Subsidiary or rights or interests therein or thereto; (iv) any sale of any material interest in any material joint ventures or material mineral properties; (v) any similar material business combination or transaction, of or involving Target, any Subsidiary of Target or material joint venture of Target, other than with Purchaser; or (vi) any proposal or offer, or public announcement of an intention, to do any of the foregoing from any Person other than Purchaser, provided, however, that the term “Acquisition Proposal” shall not include the transactions contemplated by this Agreement.

“Affiliate” means, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person. For purposes of the foregoing, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, a Subsidiary of any Person shall be deemed to be an Affiliate of such Person, and such Person shall be deemed to be an Affiliate of such Subsidiary.

“Albuquerque Lease” means the Lease Agreement, dated April 12, 2007, between Target and Lohman Partners LLC for the lease of office space located at 2511 Broadbent Parkway, Albuquerque, New Mexico.

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“Approvals” means franchises, grants, qualifications, authorizations, licenses, permits, easements, consents, certificates, approvals and orders.

“Business Day” means a day except a Saturday, a Sunday or any other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed.

“Cebolleta Agreement” means the amendment of mining lease and agreement, dated as of February 12, 2012, among Target and the other parties thereto, documenting the changes to the Cebolleta land.

“Contract” means any written agreement, commitment, contract, note, bond, mortgage, indenture, lease, instrument or other binding arrangement.

“Dissenting Shares” shall mean shares of Target Common Stock held as of the Effective Time by a Target Stockholder who has not voted such shares in favor of the adoption of this Agreement and with respect to which appraisal shall have been duly demanded and perfected in accordance with the NCA and not effectively withdrawn or forfeited prior to the Effective Time.

“Employee Plan” means, with respect to any Person, any employee benefit plan, including any “employee benefit plan” as defined in Section 3(3) of ERISA, any stock purchase, stock option, stock appreciation, stock incentive, phantom stock, severance, termination, employment, change-in-control, retention, insurance (including self-insurance), split-dollar, health, medical, disability, sick pay, workers compensation, supplemental unemployment, post-employment, pension, savings, retirement, profit sharing, vacation, fringe benefit, multiemployer, collective bargaining, bonus, incentive, deferred compensation, loan and any other employee benefit plan, agreement, program, policy or other arrangement (including any funding mechanism theretofore or now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether or not subject to ERISA, whether formal or informal. Without limiting the generality of the foregoing, the term “Employee Plan” shall specifically include any commitment or arrangement, made in an individual employment agreement or consulting agreement, which provides (or purports to provide) any of the types of remuneration or benefits described in the preceding sentence.

“Englewood Lease” means the Lease Agreement, dated April 15, 2008, between Target and Cognac Highland Court LLC for the lease of office space located at 9000 East Nichols Avenue, Englewood, Colorado.

“Environmental Laws” means all Laws and Orders of any international, provincial, federal, state, local and any other Governmental Entity that relate to (i) pollution or the protection of the environment, protection of wildlife and/or wildlife habitat, protection of cultural or historic resources, including those relating to reclamation, remediation or restoration of mineral or other properties, the natural environment, (ii) the presence, use, production, generation, handling, transportation, treatment, generation, storage, disposal, distribution, labelling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous Substances, or the impact of Hazardous Substances on the environment, health or property, or (iii) public health and safety or worker health and safety.

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“Environmental Lien” means any Lien in favor of any Governmental Entity arising under Environmental Laws.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with such Person within the meaning of Section 414 of the Code and related Treas. Reg.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Entity” means any (a) multinational, federal, provincial, state, regional, municipal or other government, or governmental department, central bank, court, tribunal, arbitrator, commission, board, bureau or agency, whether U.S., Canadian, foreign or multinational, (b) subdivision, agent, commission, board or authority of any of the foregoing or (c) stock exchange, including NASDAQ.

“Hazardous Substance” means any chemical, material or substance in any form, whether solid, liquid, gaseous, semisolid or any combination thereof, whether waste material, raw material, finished product, intermediate product, by-product or any other material or article, that is listed or regulated under any applicable Environmental Laws as a hazardous substance, toxic substance, waste or contaminant or is otherwise listed or regulated under any applicable Environmental Laws because it poses a hazard to human health or the environment, including petroleum products, asbestos, PCBs, urea formaldehyde foam insulation and lead-containing paints or coatings.

“Indebtedness” means, without duplication (i) all indebtedness or other obligations of the Target for borrowed money, whether current, short-term or long-term, secured or unsecured, including all overdrafts and negative cash balances, whether accrued or unaccrued, (ii) all obligations of any Target as lessee under leases that are required to be treated as capital leases in accordance with GAAP, (iii) all off-balance sheet financings of Target, including synthetic leases and project financings, (iv) all payment obligations of Target in respect of banker’s acceptances or letters of credit (other than stand-by letters of credit in support of ordinary course trade payables), (v) all Target Transaction Expenses, (vi) all other liabilities or obligations on which interest is customarily charged, (vii) all indebtedness referred to in clauses (i) through (vii) above of any Person other than Target that is either guaranteed by, or secured by a Lien upon any property owned by, Target, and (vii) accrued and unpaid interest on, and prepayment premiums, penalties or similar contractual charges arising as a result of the discharge of, any such foregoing obligation.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“knowledge” of (i) Target shall mean the actual knowledge of facts, matters or circumstances of the officers and directors of Target listed on Exhibit C, and (ii) Purchaser and Merger Sub shall mean the actual knowledge of facts, matters or circumstances of the Persons listed on Exhibit D.

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“Laws” or “Law” means laws, statutes, rules, regulations, orders, ordinances, codes, treaties, and judicial, arbitral, administrative, ministerial or departmental judgments, awards or other requirements of any Governmental Entity.

“Lien” means, with respect to any property, right or asset, any mortgage, lien, pledge, charge, security interest, purchase option, right of first offer or refusal, encumbrance or other adverse claim of any kind in respect of such property or asset.

“Material Adverse Effect” means, with respect to each party, any fact, circumstance, change, event, occurrence or effect that is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), operations or results of operations of such party, its Subsidiaries and its material joint ventures, taken as a whole, other than any such fact, circumstance, change, event, occurrence or effect relating to (i) the announcement of the execution of this Agreement or the transactions contemplated hereby, (ii) changes, circumstances or conditions generally affecting the international or national uranium mining industry, (iii) actions taken or omitted to be taken with the prior written consent of the Purchaser (in the case of actions or omissions taken by Target) or Target (in the case of actions or omissions taken by Purchaser) (iv) changes in general economic conditions in the United States, (v) changes in generally applicable Laws or regulations (other than orders, judgments or decrees against such party, any of its Subsidiaries or any of its material joint ventures), (vi) changes in GAAP, (vii) any change in the trading price or volume of a party’s equity securities, either (A) related to this Agreement or the announcement thereof, or (B) primarily resulting from a fact, circumstance, change, event, occurrence excluded from this definition of Material Adverse Effect, (viii) any failure by a party to meet any internal or published projections, forecasts or revenue or synergy or earnings predictions (collectively “Estimates”) (it being understood that the foregoing shall not prevent a party from asserting that any fact, circumstance, change, event, occurrence or effect that may have contributed to such change in trading prices or Estimates independently constitutes a Material Adverse Effect), or (ix) with respect to Target, (1) the fact that Target has substantially no cash, current assets or sources of revenue, and has significant liabilities and obligations under the Existing Senior Loan Documents (as defined in the Neutron Funding Agreement) and the Budget (“Current Financial Condition”); (2) the change in the financial condition of Target from the date of the Most Recent Balance Sheet to the Current Financial Condition and (3) the effect of any additional liabilities incurred pursuant to transactions contemplated by the Neutron Funding Agreement and the other Transaction Agreements; provided, however, that such fact, circumstance, change, event, occurrence or effect referred to in clauses (ii) or (iii) above does not: (A) primarily relate only to (or have the effect of primarily relating only to) such party, its Subsidiaries and its material joint ventures, taken as a whole, or (B) have a materially disproportionate adverse effect on such party, its Subsidiaries and its material joint ventures, taken as a whole, compared to other companies of similar size operating in the industry in which such party, its Subsidiaries and its material joint ventures operate.

“Mineral Properties” means with respect to a party the natural or mineral resource or exploration properties of the party or its Subsidiaries, and for greater certainty includes any mines or development projects in which the party or its Subsidiaries has an interest.

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“NASDAQ” means The Nasdaq Stock Market.

“Neutron Funding Agreement” means that certain Funding Agreement, dated as of the date hereof, among Purchaser, Target and RCF, attached hereto as Exhibit E.

“Option Plans” means the stock option or incentive plans for directors, officers, employees and consultants (if any) of such party and other eligible persons (as applicable).

“Person” means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company, unlimited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

“Purchaser Option Plans” means the Options Plans of Purchaser set forth in the Purchaser SEC Reports.

“Purchaser Share Issuance” means the issuance by Purchaser of shares of Purchaser Common Stock in the Merger and pursuant to the Transaction Documents.

“RCF” means Resource Capital Fund V L.P.

“RCF Investment Agreement” means that certain Investment Agreement, dated as of the date hereof, among Purchaser, Target and RCF, attached hereto as Exhibit F.

“RMB” means RMB Resources, Inc.

“RMBAH” means RMB Australia Holdings Limited.

“RMB Agreement” means that certain agreement, dated as of the date hereof, among Purchaser, Target, RMBAH and RMB, attached hereto as Exhibit G.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Subsidiary” shall mean, when used with reference to any party, any Person of which such party (either alone or through or together with any other Subsidiary) either owns, directly or indirectly, fifty percent (50%) or more of the outstanding capital stock or other equity interests the holders of which are generally entitled to vote for the election of directors or members of any other governing body of such Person or, in the case of a Person that is a partnership, is a general partner of such partnership, or any Person the accounts of which such party is required to consolidate in its own financial statements under the generally accepted accounting principles applicable to such party.

“Superior Proposal” means an Acquisition Proposal that: (i) is made in writing after the date hereof; (ii) was not solicited after the date hereof in contravention of Section 5.12; (iii) is made for all of the shares of Target Common Stock; (iv) that is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (v) that is not subject to any financing condition and in respect of which any required financing to complete such Acquisition Proposal has been obtained (as demonstrated to the satisfaction of the Target board of directors, acting in good faith, after receipt of advice from its financial advisors and outside legal counsel); (vi) that is not subject to any due diligence and/or access condition; (vii) that is offered or made available to all stockholders of Target on the same terms; and (viii) in respect of which the Target board of directors determines in good faith (after receipt of advice from its financial advisors with respect to (y) below and outside legal counsel with respect to (x) below) that (x) failure to recommend such Acquisition Proposal to Target’s stockholders would be inconsistent with its fiduciary duties and (y) such Acquisition Proposal taking into account all of the terms and conditions thereof, if consummated in accordance with its terms (but not assuming away any risk of non-completion), would result in a transaction more favorable to stockholders from a financial point of view than the Merger (including any adjustment to the terms and conditions of the Merger and this Agreement proposed by Purchaser pursuant to Section 5.12).

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“Target Employee Plan” means any Employee Plan under which (i) any current or former director, officer, consultant or employee of Target or any of its Subsidiaries (or any of their beneficiaries or dependants) has any present or future right to benefits and which is contributed to, entered into, sponsored by or maintained by Target, any of its Subsidiaries or any of their ERISA Affiliates or (ii) Target or any of its Subsidiaries has or reasonably would be expected to have any present or future statutory, contractual or other liability.

“Target Stockholders” means holders of shares of Target Common Stock.

“Target Transaction Expenses” means all out-of-pocket fees and expenses and expenses incurred by Target in connection with or related to the transactions contemplated by this Agreement, including investment banking, legal, and accounting fees and expenses, that are unpaid immediately prior to the Closing.

“Tax” and “Taxes” means any and all taxes, charges, fees, levies or other assessments imposed by Laws, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income) and all capital taxes, mining taxes, gross receipts taxes, environmental taxes, profits taxes, disability taxes, registration taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, franchise taxes, license taxes, development taxes, education taxes, business taxes, social services taxes, surtaxes, land transfer taxes, harmonized sales taxes, withholding taxes or other withholding obligations, net worth taxes, recording taxes, capital stock taxes, payroll taxes, employment taxes, excise taxes, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services taxes, service use taxes, customs duties or other governmental charges, estimated or other taxes, assessments, charges, duties or imposts of any kind whatsoever, including unemployment insurance payments and workers’ compensation premiums, together with any installments with respect thereto, and any interest, penalties, additional taxes, additions to tax or other amounts imposed by any taxing authority with respect to the foregoing and any liability for any such Taxes imposed by Law with respect to any other Person, including under any tax sharing, indemnification or other agreements or arrangements or any liability for taxes of a predecessor or transferor entity.

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“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Cost Settlement Agreements” means the agreements in the form attached hereto as Exhibit H, dated as of the date hereof, among Purchaser, Target and the other parties identified on Exhibit I which waive all of Target’s severance or change of control payment obligations to such parties.

“Voting Agreements” means the voting agreements in the form attached hereto as Exhibit J (as the same may be amended upon the mutual agreement of Purchaser and Target) between Purchaser and the Target Stockholders listed on Exhibit A hereto setting forth the terms and conditions upon which they have agreed, among other things, to vote their shares of Target Common Stock to approve the Merger.

8.4Notices.  All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by fax, as follows:

if to Purchaser or Merger Sub:

Uranium Resources Inc.

405 State Highway 121 Bypass,

Building A, Suite 110

Lewisville, Texas 75067

Attention:  President

Telecopy No.: (505) 842-8123

with a copy to:

Uranium Resources Inc.

405 State Highway 121 Bypass,

Building A, Suite 110

Lewisville, Texas 75067

Attention:  Treasurer

Telecopy No.: (505) 842-8123

and

Baker & Hostetler LLP

303 East 17th Avenue, Suite 1100

Denver, Colorado 80203-1264

Attention:         Alfred C. Chidester

Telecopy No.:   (303) 861-7805

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if to Target:

Neutron Energy Inc.

9000 E. Nichols Avenue

Suite 225

Englewood, Colorado 80112

Attn.: Chief Executive Officer

Telecopy No.: (303) 531-0519

with a copy to

Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, Colorado 80202

Attention: Paul Hilton

Telecopy No.:  (303) 899-7333

All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (w) if by personal delivery, on the day of such delivery, (x) if by certified or registered mail, on the fifth Business Day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered or (z) if by fax, on the day following the day on which such fax was sent, provided that a copy is also sent by certified, registered or overnight mail.

8.5Interpretation.  When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated.  The headings and the table of contents contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  All references to a dollar ($) amount in this Agreement refer to United States Dollars.

8.6Counterparts.  This Agreement may be executed in counterparts, which together shall constitute one and the same Agreement.  The parties may execute more than one copy of the Agreement, each of which shall constitute an original.

8.7Entire Agreement.  This Agreement (including the documents and the instruments referred to herein), constitutes the entire agreement among the parties and supersede all prior agreements and understandings, agreements or representations by or among the parties, written and oral, with respect to the subject matter hereof and thereof.

8.8Third Party Beneficiaries.  Other than RCF for purposes of the representations and warranties and Section 7.3, nothing in this Agreement, express or implied, is intended or shall be construed to create any third party beneficiaries; provided, however, that the provisions in Article 2 concerning issuance of the Purchaser Common Stock at the Effective Time and Section 5.15 concerning directors’ and officers’ liability insurance are intended for the benefit of the individuals specified therein.

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8.9Governing Law.  Except to the extent that the Laws of the jurisdiction of organization of any party hereto, or any other jurisdiction, are mandatorily applicable to the Merger or to matters arising under or in connection with this Agreement, this Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with, and any disputes arising out of or related to this Agreement shall be interpreted, construed and governed by and in accordance with, the Laws of the State of Colorado without giving effect to principles of conflict of laws.  The parties hereby irrevocably submit to the jurisdiction of any state or federal court located in the State of Colorado for any litigation arising out of or relating to the interpretation and enforcement of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Actions shall be heard and determined in such courts of the State of Colorado. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Action in the manner provided in Section 8.4 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

8.10Specific Performance.  Target acknowledges that its business is unique and recognizes and affirms that in the event of a breach of this Agreement by Target prior to the valid termination of this Agreement or the Closing, money damages may be inadequate and Purchaser may have no adequate remedy at law.  Accordingly, Target agrees that, subject to Section 7.3(b)(vi), Purchaser shall have the right, prior to the valid termination of this Agreement or the Closing, in addition to any other rights and remedies existing in their favor, to enforce its rights and the obligations of Target hereunder not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive or other equitable relief.  Purchaser and Merger Sub acknowledge and affirm that in the event of a breach of this Agreement by Purchaser or Merger Sub prior to Closing, money damages may be inadequate and Target may have no adequate remedy at law.  Accordingly, Purchaser and Merger Sub agree that Target shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and the obligations of Purchaser and Merger Sub hereunder not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive or other equitable relief.

8.11Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

[Signature Page Follows.]

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IN WITNESS WHEREOF, Purchaser, Merger Sub and Target have signed this Agreement as of the date first written above.

URANIUM RESOURCES, INC.

By:

Name:  Donald C. Ewigleben

Title:  President and Chief Executive Officer

URI MERGER CORPORATION

By:

Name:  Donald C. Ewigleben

Title:  President and Chief Executive Officer

NEUTRON ENERGY, INC.

By:

Name:  Gary C. Huber

Title:  President and Chief Executive Officer

Exhibit A

Target Stockholder Executing Voting Agreement

●   Primary Corp.

●   Roytor & Co FBO Passport Global Mstr Fnd SPC for and on behalf of Portfolio A Global Strategy

●   Roytor & Co FBO Passport Materials Mstr Fund LP

●   The Kelsey Lua Boltz Revocable Trust

●   Gary C. Huber

●   Jerry Nelson

●   John Campbell

●   Edward M. Topham

Exhibit B

Budget

Exhibit C

Target Knowledge Persons

●   Kelsey Boltz

●   Gary Huber

●   James Graham

●   Edward Topham

Exhibit D

Purchaser Knowledge Persons

Thomas H. Ehrlich

Donald C. Ewigleben

Mathew F. Lueras

Mark S. Pelizza

Richard Van Horn

Exhibit E

Neutron Funding Agreement

Exhibit F

RCF Investment Agreement

Exhibit G

RMB Agreement

Exhibit H

Form of Transaction Cost Settlement Agreements

Exhibit I

Parties to Transaction Cost Settlement Agreement

I. Release Agreement

●   Kelsey Boltz

●   Gary Huber

●   James Graham

●   Edward Topham

●   John K. Campbell

●   Jerry Nelson

●   Henry G. Grundstedt

●   Carolyn C. Loder

II. Settlement Agreement

●   Nuclear Fuel Cycle Consulting, LLC

Exhibit I

Form of Voting Agreement

EX-4.1

Exhibit 4.1

Execution Version

STOCKHOLDERS’ AGREEMENT

This Stockholders’ Agreement (this “Agreement”) is made as of March 1, 2012, by and between URANIUM RESOURCES, INC., a Delaware corporation (the “Company”) and RESOURCE CAPITAL FUND V L.P., a Cayman Islands exempt limited partnership (along with its successors and assigns, “RCF”).

Recitals

A.           RCF and the Company have entered into an Investment Agreement dated as of March 1, 2012 (the “Investment Agreement”), whereby RCF has agreed to provide up to $35,000,000 in equity financing to the Company (the “Equity Investment”) in exchange for a number of shares of Common Stock, par value $0.001 of the Company (“Common Stock”) to be determined based on the trading prices of the Company’s Common Stock at specified dates (the “RCF Shares”).

B.           As a result of such issuances, RCF will be the owner of in excess of 5% of the Company’s Common Stock. 

C.           RCF and the Company desire to enter into this Agreement for the purpose of establishing (i) RCF’s pro-rata participation rights in new Equity Financing as long as RCF is a stockholder of the Company; (ii) the right of RCF to designate a person for election to the Board of Directors of the Company (the “Board of Directors”); (iii) RCF’s right to designate a non-director to attend the meetings of the Board of Directors; (iv) the right of RCF to have input on management of the Company post-Merger; (v) annual site visits paid for by the Company; and (vi) other terms consistent with RCF’s position as a significant stockholder of the Company.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Definitions.

“Affiliate” means, with respect to a Person, (i) any partner, director, officer, ten percent (10%) or more stockholder, manager, member, employee or managing agent of that Person or that Person’s Affiliates; and (ii) any other Person (A) that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, that Person; (B) that directly or indirectly owns or holds (legally or beneficially) 10% or more of any class of voting stock or partnership, membership or other voting interest of that Person; or (C) 10% or more of the voting stock or partnership, membership or other voting interest of which is directly or indirectly owned or held (legally or beneficially) by that Person.

“Equity Financing” means any sale or placement of any Common Stock, warrants to acquire Common Stock, or other Equity Interests of the Company.

“Equity Interests” means, with respect to any Person, all classes of capital stock of (or other ownership or profit interests in) such Person, all warrants, options, rights, interests or other securities for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person; all warrants, options, Indebtedness, rights, interests or other securities exercisable for or convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares of capital stock (or such other interests); and all other ownership or profit interests in such Person (including, without limitation, partnership, member, limited liability company or trust interests therein), whether voting or nonvoting, whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, and whether or not such shares, warrants, options, rights or other interests are certificated or uncertificated.

“Indebtedness” means, for any Person, without duplication, all indebtedness and liabilities of such Person determined in accordance with GAAP.

“Instrument” means any contract, agreement, undertaking, indenture, mortgage, certificate, document or writing (whether formal agreement, letter or otherwise) under which any obligation, duty, covenant, agreement, affirmation, undertaking or liability is evidenced, assumed or undertaken, or any right or lien (or right or interest therein) is granted, authenticated, notarized, authorized or perfected, and any notice, registration, recordation, or filing associated with or required by any of the foregoing.

“Merger” means the acquisition by the Company of all the outstanding common stock and other equity interests of Neutron Energy Inc. through a merger of URI Merger Corporation, a newly created indirect wholly-owned subsidiary of the Company (the “Company Merger Sub”) into Neutron pursuant to an agreement and plan of merger among Neutron, the Company and the Company Merger Sub (the “Merger Agreement”).

“Partially Diluted Basis” means the number of shares of Common Stock of the Company calculated assuming the exercise or conversion of all securities held by RCF that are exercisable for or convertible into Common Stock and excluding the exercise or conversion of all securities held by any other Person that are exercisable for or convertible into Common Stock.

“Person” means an individual, partnership, corporation (including a business trust), joint venture, limited liability company or other entity, or a governmental authority.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of March 1, 2012, between the Company and RCF.

2.           Pro Rata Participation Right.  So long as RCF or any Affiliate owns or holds any shares of Common Stock of the Company, the Company hereby grants to RCF or such Affiliate the option and the right to participate (or to nominate any of RCF’s Affiliates (collectively, the “RCF Parties”) to participate) in any Equity Financing on a pro rata basis as determined by reference to the RCF Parties’ ownership of shares of Common Stock on a Partially Diluted basis on the date of such Equity Financing (its “Pro Rata Share”), at the same price and the same terms and conditions as offered to other investors in the Equity Financing.  The Company agrees to take any and all action, or to cause such action to be taken, as is necessary or appropriate to allow the RCF Parties to fully participate in any Equity Financing in accordance with the provisions of this Agreement and to maintain the RCF Parties’ pro rata ownership interest in the Company.

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(a)           Notice.  In the event the Company proposes to undertake an Equity Financing, the Company shall first give RCF prior written notice of its intention, describing the type of Equity Interests, the consideration and the general terms and conditions upon which the Company proposes to issue the same.  The RCF Parties shall have ten (10) business days from the date of RCF’s receipt of any such notice to elect to purchase its Pro Rata Share of such Equity Interests for the consideration and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Interests to be purchased.

(b)           Sale of Securities.  In the event that no RCF Party exercises the above right within said ten (10) business day period, the Company shall have ninety (90) days thereafter to sell the Equity Interests respecting which such participation rights were not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company’s notice.  In the event the Company has not sold the Equity Interests within said ninety (90) day period, the Company shall not thereafter issue or sell any Equity Interests without first offering such securities to the RCF Parties pursuant to this Section 2.

(c)           Waiver of Participation Right.  The participation rights established by this Section 2 may be amended, or any provision or their application to any particular transaction may be waived (prospectively or retroactively) by the written consent of the Company and RCF.

(d)           Exclusions.  The participation rights established by this Section 2 shall not apply to the following:

(i)           issuances of Shares pursuant to arrangements currently in force; and

(ii)           equity compensation granted to the Company’s directors, officers, employees, consultants and agents in connection with bona fide compensation arrangements and the issue of Equity Interests pursuant to such arrangements.

3. Board of Directors.

(a)           Director Nominees.  At all times while the RCF Parties own or hold shares of Company Common Stock which in the aggregate exceed five percent (5%) of all issued and outstanding shares of Company Common Stock, the Company’s Board of Directors agrees to nominate or appoint one (1) qualified individual identified by the RCF Parties to serve on the Board of Directors of the Company (a “Nominee”).  The initial appointment of a Nominee shall occur no later than the June 2012 annual meeting of the shareholders of the Company to be held no later than June 30, 2012, and thereafter such Nominee shall be included in management’s slate for election to the Board of Directors of the Company.  The Company and the management of the Company shall use commercially reasonable efforts to cause each Nominee to be elected to the Board of Directors of the Company.  For the avoidance of doubt, all qualified individuals nominated by the RCF Parties to serve on the Company’s Board of Directors shall be selected exclusively by the RCF Parties without consultation with or approval by the Company.  The right of the RCF Parties to have representation on the Company’s Board of Directors may be exercised at any time and from time to time.

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(b)           Observer Rights.  At all times while the RCF Parties own or hold shares of Company Common Stock which in the aggregate exceed five percent (5%) of all issued and outstanding shares of Company Common Stock, RCF shall have the right to designate, by written notice to the Company, a non-director representative who shall be entitled to attend all meetings of the Board of Directors of the Company in a non-voting, observer capacity (“Observer Rights”).  The Company shall provide such representative with copies of all notices, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors. The right of RCF to have Observer Rights with respect to meetings of the Board of Directors of the Company may be exercised at any time and from time to time.

(c)           Use of Company Confidential Information.  RCF acknowledges that by virtue of its rights with respect to the appointment of a director nominee and its Observer Rights that RCF may receive Confidential Information (as defined below) of the Company.  RCF may disclose Confidential Information (i) to any representative exercising Observer Rights and to any partner, employee, agent, representative or Affiliate of RCF (each, a “Permitted Third Party”) (it being understood that the Permitted Third Party to whom such disclosure is made will first be informed of the confidential nature of such Confidential Information and will be instructed to maintain the confidentiality of such Confidential Information); (ii) to the extent required by any governmental authority or any law, statute, rule or regulation; (iii) in connection with the exercise of any remedies hereunder or any suit, action, claim, arbitration or proceeding relating to this Agreement or the enforcement of rights hereunder; (iv) subject to an agreement containing provisions substantially the same as those of this Section 3(c), to any assignee or any prospective assignee of RCF to which RCF may assign any of its rights or obligations under this Agreement; or (v) with the prior written consent of the Company.  RCF acknowledges and agrees that it is aware, and it shall advise each Permitted Third Party who receives Confidential Information, that it is receiving information of RCF that may include material non-public information and that applicable securities laws may impose restrictions on trading securities when in possession of such information and on communicating such information to any other person.  Any Nominee or any representative or Affiliate of RCF who attends a meeting of the Board of Directors of the Company (or who otherwise obtains Confidential Information) shall be permitted, and the Company hereby expressly acknowledges its authorization, to provide and disclose any and all Confidential Information to RCF and any other Permitted Third Party for the purpose of managing RCF’s investment in the Company.  “Confidential Information” means all confidential, proprietary and material non-public information received from the Company relating to the Company, its business or its properties. “Confidential Information” shall not include any information that (x) is in the possession of RCF or a Permitted Third Party prior to disclosure by the Company; (y) is in the public domain prior to disclosure to RCF or a Permitted Third Party; or (z) lawfully enters the public domain through no violation of this Section 3(c) after disclosure to RCF or any Permitted Third Party.

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4.           Consultation on Management of the Company.  Prior to the closing of the Merger, the Board of Directors and management of the Company shall consult with RCF in determining the business, operations and management of the Company, which consultation shall include meeting with RCF to solicit input, considering management personnel suggested by RCF, and permitting RCF to interview management or prospective management.

5.           Site Visits by RCF; Monthly Reports. 

(a)           Site Visits.  RCF shall be entitled to visit and inspect the properties and operations of the Company and to review the books and records therein, during normal business hours and upon reasonable notice.  At each such visit, the Company shall make available to RCF appropriate personnel, including accounting, legal and operations personnel, who are able to respond to questions by RCF.  The Company shall otherwise make reasonably available to RCF the Company’s outside accountants and counsel.  The reasonable expenses of one such site visit by an RCF representative (other than a representative who is serving as a director of the Company) during each calendar year, beginning in 2012, shall be paid for by the Company.

(b)           Monthly Reports.  As soon as practicable, but in any event no later than thirty (30) days after the end of each month, the Company shall provide to RCF a written report concerning the activities and operations of the Company and its subsidiaries, including with respect to the development and operations of the properties and uranium projects of the Company and its subsidiaries, together with supporting data and information, with such monthly reports to be delivered in form and substance reasonably acceptable to RCF.  The Company shall include in such monthly reports such additional data, reports and information regarding the condition or operations, financial or otherwise of the Company and its properties as RCF may reasonably request.

6.           RCF Review of Public Announcements.  If the Company will refer to RCF or any of its Affiliates in any public disclosure document, including any press release or any disclosure document to be filed with any governmental authority, and including, but not limited to, disclosures relating to the Merger and the financing by RCF, the Company shall provide RCF with a copy of such disclosure three days prior to release, and the Company shall use its good faith efforts to incorporate the comments provided by RCF into such disclosure.

7.           Representations and Warranties.  The Company represents and warrants (a) that it has not granted and is not a party to and it has no knowledge of any proxy, voting trust or other agreement that is inconsistent with or conflicts with the provisions of this Agreement, and the Company shall not grant any proxy or become party to any voting trust or other agreement that is inconsistent with or conflicts with the provisions of this Agreement, (b) that this Agreement does not violate, conflict with, result in a breach of or constitute a default under, any agreement, debenture, indenture, lease or other instrument to which the Company is a party, and (c) that no authorization or approval or other action by or consent of or filing with any governmental authority, the NASDAQ Capital Market or any other Person is required for, the Company’s due execution and delivery of this Agreement or for the due performance by the Company of its obligations hereunder.

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8.           Expenses.  Except as otherwise provided herein, all reasonable out-of-pocket expenses incurred by RCF in connection with performance of this Agreement and enforcement of its rights hereunder shall be reimbursed by the Company promptly upon presentation of appropriate documentation.

9.           Arbitration.  Any disputes between RCF and the Company relating to this Agreement shall be resolved by mandatory and binding arbitration pursuant to rules and procedures set forth in the Investment Agreement

10.           Amendment and Waiver. Except as otherwise provided in this Agreement, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or RCF unless such modification, amendment or waiver is approved in writing by the Company and RCF.  The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

11.           Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in it.

12.           Entire Agreement. Except as otherwise expressly set forth in this Agreement, the Investment Agreement, the Merger Agreement or the Registration Rights Agreement, this document embodies the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement in any way, including the Letter of Intent and Term Sheet dated January 18, 2012.

13.           Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement shall bind and inure to the benefit of and be enforceable by RCF and RCF’s Affiliates and the Company and their respective successors and assigns; provided, however, that, the Company will not assign this Agreement without the prior written consent of RCF and RCF will not assign this Agreement, other than to an Affiliate, without the prior written consent of the Company; provided, further, that RCF has the right to assign this Agreement to any Affiliate of RCF without the written consent of the Company.

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14.           Counterparts. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

15.           Remedies. The Company and RCF shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.  The parties to this Agreement agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each of the Company and RCF may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

16.           Notices. Any notice provided for in this Agreement shall be in writing and shall be delivered to the addresses and by the means set forth in the Investment Agreement.

17.           Further Assurances.  The parties agree to execute and deliver all such further documents, agreements, certificates and instruments and to take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

18.           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, not including the conflict of laws and choice of law provisions thereof.

remainder of this page intentionally blank

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IN WITNESS WHEREOF, the parties to this Stockholders’ Agreement have executed this Stockholders’ Agreement on the day and year first above written.

URANIUM RESOURCES INC.
By:
	Donald C. Ewigleben
	President and Chief Executive Officer
RESOURCE CAPITAL FUND V L.P.
By:	Resource Capital Associates V L.P.,
	General Partner
By:	RCA V GP Ltd., General Partner
By:
	Catherine J. Boggs
	General Counsel

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EX-4.2

Exhibit 4.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement, dated as of March 1, 2012, by and between Uranium Resources, Inc., a Delaware corporation (“Company”) and Resource Capital Fund V L.P., a Cayman Islands exempt limited partnership (“RCF”).

WITNESSETH:

WHEREAS, this Agreement is being entered into in connection with the Investment Agreement dated as of March 1, 2012 (the “Investment Agreement”), between the Company and RCF; and

WHEREAS, pursuant to the Investment Agreement, RCF is making two equity contributions to the Company:  the first, in the amount of US$20,000,000 (the “Closing Date Contribution”), and the second in the amount of up to US $15,000,000, to be provided in two tranches, the first in the amount of US$10,000,000 (the “Tranche I Contribution”) and the second in the amount of US $5,000,000 (the “Tranche II Contribution”); and

WHEREAS, the equity contributions are being made in connection with the entry by the Company into an Agreement and Plan of Merger (“Merger Agreement”) dated March 1, 2012 among the Company, URI Merger Corporation, an indirect, wholly-owned subsidiary of the Company, and Neutron Energy Inc., a Nevada corporation (“Neutron”); and

WHEREAS, the Closing Date Contribution and, if requested by the Company, the Tranche II Contribution, will be made concurrent with the closing of the merger, and the Tranche I Contribution will be made following the execution of the Merger Agreement but before the closing of the Merger, and after satisfaction of certain conditions; and

WHEREAS, under the Investment Agreement, the Company will issue to RCF in consideration of the equity contribution a number of shares of its Common Stock based on a formula determined in reference to the Company’s trading price over specified periods, with shares to be issued being referred to herein as the “Closing Date Shares”, the “Tranche I Shares” and the Tranche II Shares, and collectively referred to herein as the “RCF Shares”); and

WHEREAS, at the conclusion of the Merger, assuming all of the RCF Shares are issued, RCF will own in excess of 5% of the Company’s outstanding Common Stock, will be entitled to require the Company to nominate a representative of RCF to serve on the Company’s board of directors, and will, accordingly, be considered an affiliate of the Company under applicable United States securities laws; and

WHEREAS, because resale of equity by an affiliate may be restricted under applicable securities laws, the Company has agreed to facilitate the resale of the RCF Shares by filing with the Commission one or more registration statements registering the resale of the RCF Shares, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

1.Definitions.  Unless otherwise defined herein, capitalized terms used herein and in the recitals above shall have the following meanings:

“Additional Holders” shall mean (a) any Affiliate of any Holder who acquires Common Stock or Other Securities and (b) the Permitted Assignees, who, from time to time, acquire or receive Registrable Securities from a Holder or Holders and own Registrable Securities at the relevant time, agree to be bound by the terms hereof and become Holders for purposes of this Agreement.

“Affiliate” of a Person shall mean any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such other Person.  For purposes of this definition, “control” shall mean the ability of one Person to direct the management and policies of another Person.

“Agreement” shall mean this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules hereto, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

“Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York.

“Closing Date” shall have the meaning assigned to such term in the Investment Agreement.

“Closing Date Contribution” shall have the meaning ascribed thereto in the Recitals.

“Closing Date Shares” shall have the meaning ascribed thereto in the Recitals.

“Commission” shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws.

“Common Stock” shall mean the shares of common stock, $0.001 par value per share, of Company, as adjusted from time to time to reflect any merger, consolidation, recapitalization, reclassification, split-up, stock dividend, rights offering, stock split or reverse stock split made, declared or effected with respect to the Common Stock.

“Company” shall have the meaning assigned to such term in the preamble.

“Demand Registration” shall have the meaning assigned to such term in Section 2(b) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

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“Holder” shall mean (i) RCF, (ii) any other Person who owns Registrable Securities at the relevant time and is a party to this Agreement or (iii) any Additional Holder.

“Investment Agreement” shall have the meaning assigned to such term in the Recitals.

“Majority Holders” shall mean Holders holding at the time Registrable Securities representing more than 50% of the then outstanding Registrable Securities.

“Merger Agreement” shall have the meaning ascribed thereto in the Recitals.

“Neutron” shall have the meaning ascribed thereto in the Recitals.

“Permitted Assignee” shall mean (a) any Affiliate of any Holder who acquires or receives Registrable Securities from such Holder or its Affiliates, or (b) any other Person who acquires or receives any Registrable Securities of any Holder or Holders who is designated as a Permitted Assignee by such Holder in a written notice to Company; provided, however, that the rights of any Person designated as a Permitted Assignee referred to in the foregoing clause (b) shall be limited if, and to the extent, provided in such notice.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“RCF” shall have the meaning ascribed thereto in the Recitals.

“RCF Shares” shall have the meaning ascribed thereto in the Recitals.

“Registrable Securities” shall mean the Common Stock of Company owned by the Holders as of the date hereof and at any time in the future; and, if as a result of any reclassifica­tion, stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, sale of all or substantially all of the assets of Company or other reorganization or other transaction or event, any capital stock, evidence of indebtedness, warrants, options, rights or other securities (collectively “Other Securities ”) are issued or transferred to a Holder in respect of Registrable Securities held by the Holder, references herein to Registrable Securities shall be deemed to include such Other Securities.  Shares of Common Stock and Other Securities that are Registrable Securities shall cease to be Registrable Securities at the earlier of (i) such time as they may be sold under Rule 144(b)(1) under the Securities Act without volume or other limitation or (ii) the date they are sold pursuant to Rule 144 or an effective registration statement.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

“Shelf Registration” means the Shelf Registration effected pursuant to Section 2(a) hereof.

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“Shelf Registration Statement” means a shelf registration statement of Company relating to a shelf offering in accordance with Rule 415 of the Securities Act, or any similar rule that may be adopted by the Commission, pursuant to the provisions of Section 2(a) hereof which covers all of the Registrable Securities held by the Holders, on an appropriate form under the Securities Act, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

 “Tranche I Contribution” shall have the meaning ascribed thereto in the Recitals.

“Tranche II Contribution” shall have the meaning ascribed thereto in the Recitals.

“Tranche I Shares” shall have the meaning ascribed thereto in the Recitals.

“Tranche II Shares” shall have the meaning ascribed thereto in the Recitals.

2.Required Registrations.

(a)Company shall use its reasonable best efforts to cause a Shelf Registration Statement (the “Shelf Registration”) covering all of the Registrable Securities to be filed and declared effective by the Commission as soon as practicable following the Closing Date, and in any event by the dates set forth below.  The Shelf Registration shall be on Form S-3 or such other appropriate form permitting registration of the Registrable Securities for resale by Holders in the manner designated by them, including, without limitation, one or more underwritten offerings.  The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration.

(b)If the Merger Agreement has been terminated, or if at any time following the Closing Date a Shelf Registration Statement covering all Registrable Securities is not effective, a Holder of Registrable Securities may make a written request that Company effect a registration under the Securities Act covering at least 25% of the Registrable Securities outstanding as of the date of the request (a “Demand Registration”), and specify the intended method or methods of disposition thereof.  Company shall promptly notify all Holders in writing of the receipt of such request and each Holder may elect (by written notice sent to Company within 10 Business Days from the date of such Holder’s receipt of the aforementioned Company’s notice) to have its Registrable Securities included in such Demand Registration pursuant to this Section 2(b).  Thereupon Company shall, as expeditiously as is possible (and in any event within the time period set forth below), use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered.  There shall be no limit on the number of registrations pursuant to this Section 2(b).

(i)If the managing underwriter of a Demand Registration shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the Demand Registration would materially and adversely affect the distribution of such Registrable Securities, then all selling Holders shall reduce the amount of Registrable Securities each intends to distribute through such offering on a pro - rata basis.

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(c)The parties agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2, and that it would not be feasible to ascertain the extent of such damages with precision.  Accordingly, the Company agrees to pay liquidated damages under the circumstances and to the extent set forth below (each, a “Registration Default”):

(A)if the Shelf Registration is not filed on or prior to 30 days after either the Closing Date, in the case of a registration under Section 2(a), or the date of the written request, in the case of a registration under Section 2(b) (the “Filing Date”), then commencing on the day after the Filing Date, liquidated damages shall accrue at a rate of 0.80% of the amount of all contributions made by RCF in consideration of the securities included in the registration statement (the “Contribution Amount”);

(B)if the Shelf Registration is not declared effective by the Commission on or prior to 180 days after the Closing Date, in the case of a registration under Section 2(a), or the date of the written request, in the case of a registration under Section 2(b) (the “Effectiveness Date”), then commencing on the Effectiveness Date, liquidated damages will accrue at a rate of 0.30% of the Contribution Amount; and

(C)if the Shelf Registration has been declared effective and ceases to be effective at any time during the period in which it is required to remain effective (other than as permitted hereunder), liquidated damages shall accrue at a rate of 0.40% of the Contribution Amount;

provided, however, that at no time shall the aggregate rate of liquidated damages accruing exceed in the aggregate 1.5% per annum; provided, further, that upon cure of the applicable Registration Default, liquidated damages shall cease to accrue.

(D)The Company shall notify Holders within two Business Days of each Registration Default, and all amounts of liquidated damages shall be paid in cash quarterly on January 1, April 1, July 1 and October 1 of each relevant period, commencing with the first such date occurring after any Registration Default.

(d)Each Holder as to which any Shelf Registration is being effected agrees to furnish to Company all information with respect to such Holder required for the Shelf Registration.  Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement and the Demand Registration continuously effective for as long as any Holder holds Registrable Securities registered thereunder.  Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission.  In addition, after the Commission has declared a Shelf Registration Statement effective, so long as such Shelf Registration Statement is effective, (A) the Company shall promptly file with the Commission any amendment or supplement to the Shelf Registration Statement as required by the Securities Act and Exchange Act and the policies, rules and regulations of the Commission, as announced from time to time, in order to keep the Shelf Registration Statement effective, and (B) no Holder may sell any Common Stock pursuant to the Shelf Registration Statement until the Commission has declared effective the Shelf Registration Statement, as amended.

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3.Incidental Registration.  If Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the “demanding security holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 20 days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company.  The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request.

Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within ten (10) Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested.  Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its reasonable best efforts to effect registration under the Securities Act of such shares.  If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such demanding security holder would materially and adversely affect the distribution of such securities by Company or such demanding security holder, then (i) the Company may sell the securities it proposes to sell, and (ii) to the extent additional securities may be sold by selling stockholders, all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro - rata basis based on the amount each requested to have included in the registration statement.  Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company.

4.Registration Procedures.  If Company is required by the provisions of Section 2 or 3 to use its reasonable best efforts to effect the registration of any of its securities under the Securities Act, Company will, as expeditiously as possible:

(a)prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause such registration statement to become and remain effective (i) with respect to a Shelf Registration filed pursuant to Section 2(a) or a Demand Registration requested pursuant to Section 2(b), until all the Registrable Securities have been sold thereunder or have ceased to have the status of Registrable Securities, and (ii) for an Incidental Registration under Section 3, for so long as either the Company or the demanding securities holders require;

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(b)prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement for the time periods specified in Section 4(a) above;

(c)furnish to such selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request;

(d)use its reasonable best efforts to register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States as each Holder of such securities shall request (provided, however, that Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process), and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such jurisdiction of the securities covered by such registration statement;

(e)promptly notify each Holder whose Registrable Securities are intended to be covered by such registration statement and each underwriter and, if requested by any such Person, confirm such notice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, (iii) any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; and (iv) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement, prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as reasonably practicable thereafter, prepare and file with the Commission, and furnish to Holders, a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the time period during which such registration statement is required to remain effective shall be extended for the time period during which such prospectus is so suspended;

(f)furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 2, (i) if such Registrable Securities are being sold through underwriters, on the date that such shares of Registrable Securities are delivered to the underwriters for sale pursuant to such registration or, if such Registrable Securities are not being sold through underwriters, on the date that the registration statement with respect to such shares of Registrable Securities becomes effective, (1) an opinion, dated such date, of the independent counsel representing Company for the purposes of such registration, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request, in customary form and covering matters of the type customarily covered in such legal opinions; and (2) a comfort letter dated such date, from the independent certified public accountants of Company, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holder making such request and, if such accountants refuse to deliver such letter to such Holder, then to Company, in a customary form and covering matters of the type customarily covered by such comfort letters and as the underwriters or such Holder shall reasonably request.  Such opinion of counsel shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as such Holders may reasonably request.  Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five (5) Business Days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Holders of a majority of the Registrable Securities being so registered may reasonably request;

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(g)enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities; and

(h)otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month of the Company’s fiscal quarter commencing after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

It shall be a condition precedent to the obligation of Company to take any action pursuant to this Agreement in respect of the securities which are to be registered at the request of any Holder that such Holder shall furnish to Company such information regarding the securities held by such Holder and the intended method of disposition thereof as Company shall reasonably request and as shall be required in connection with the action taken by Company.

Each Holder agrees that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 4(e)(iv), such Holder shall immediately discontinue such Holder’s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e)(iv).

5.Expenses.  All expenses incurred in complying with this Agreement, including, without limitation, all registration and filing fees (including all expenses incident to filing with any stock exchange), printing expenses, fees and disbursements of counsel for Company, the reasonable fees and reasonable expenses of one counsel for the selling security holders (selected by those holding a majority of the shares being registered), expenses of any special audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdiction pursuant to Section 4(d), shall be paid by Company, except that Company shall not be liable for any fees, discounts or commissions to any underwriter or any fees or disbursements of counsel for any underwriter in respect of the securities sold by such Holder.

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6.Indemnification and Contribution.

(a)In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Company shall indemnify and hold harmless to the fullest extent permitted by law the Holder of such Registrable Securities, such Holder’s directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls such Holder or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Holder or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Holder or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Holder or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to Company by such Holder specifically for use therein or so furnished for such purposes by any underwriter.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or such director, officer or participating person or controlling person, and shall survive the transfer of such securities by such Holder.

(b)Each Holder, by acceptance hereof, agrees to indemnify and hold harmless to the fullest extent permitted by law Company, its directors and officers and each other person, if any, who controls Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon information provided in writing to Company by such Holder specifically for use in the registration statement and contained in any registration statement under which securities were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto.  Notwithstanding the provisions of this paragraph (b) or paragraph (d) below, no Holder shall be required to indemnify any person pursuant to this Section 6 or to contribute pursuant to paragraph (d) below in an amount in excess of the amount of the aggregate net proceeds received by such Holder in connection with any such registration under the Securities Act.

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(c)Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person, except to the extent the indemnifying party is actually prejudiced thereby) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person.  If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed).  If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party or (ii) the indemnified party otherwise consents in writing, which consent shall not be unreasonably withheld or delayed.  An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.

(d)If the indemnification provided for in this Section 6 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

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The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro - rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

7.Certain Limitations on Registration Rights.  Notwithstanding the other provisions of this Agreement:

(a)Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2(b) if Company has had a registration statement, under which such Holder had a right to have its Registrable Securities included pursuant to Section 2 or 3, declared effective within six (6) months prior to the date of the request pursuant to Section 2(b) unless any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded.

(b)Company shall have the right to delay the filing or effectiveness of a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than ninety (90) days in any twelve (12) month period in the event that (i) Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of Company’s board of directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company.

(c)In the event that, in the judgment of Company, it is advisable to suspend use of a prospectus included in a registration statement filed pursuant to this Agreement, due to pending material developments or other events that have not yet been publicly disclosed and as to which (i) Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of Company’s board of directors, there is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, then Company shall notify all Holders to such effect, and, upon receipt of such notice, each such Holder shall immediately discontinue any sales of Registrable Securities pursuant to such registration statement until such Holder has received copies of a supplemented or amended prospectus or until such Holder is advised in writing by Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus.  Notwithstanding anything to the contrary herein, Company shall not exercise its rights under this Section 7(c) to suspend sales of Registrable Securities for a period or periods aggregating more than ninety (90) days in any twelve (12) month period.

8.Selection of Managing Underwriters.  The managing underwriter or underwriters for any offering of Registrable Securities to be registered pursuant to Section 2 shall be selected by the Holders of a majority of the Registrable Securities being so registered and shall be reasonably acceptable to Company.

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9.Interpretive Matters.  Unless otherwise expressly provided or the context otherwise requires, for purposes of this Agreement the following rules of interpretation apply:

(a)When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is excluded.  If the last day of such period is a non-Business Day, the period in question ends on the next succeeding Business Day.

(b)Any reference in this Agreement to gender includes all genders, and words imparting the singular number also include the plural and vice versa.

(c)All references in this Agreement to any “Article,” or “Section,” are to the corresponding Article or Section of this Agreement.

(d)The words “herein,”“hereinafter,”“hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

(e)The word “including” or any variation thereof means “including, but not limited to,” and does not limit any general statement that it follows to the specific or similar items or matters immediately following it.

10.Miscellaneous.

(a)No Inconsistent Agreements.  Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Holders in this Agreement.

(b)Remedies.  Each Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.  In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

(c)Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departure from the provisions hereof may not be given unless Company has obtained the written consent of the Majority Holders.

(d)Notice Generally.  All notices, demands, communications and deliveries required or permitted by this Agreement shall be made in writing signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed given or made (i) on the date delivered if delivered by telecopy or in person, (ii) on the third (3rd ) Business Day after it is mailed if mailed by registered or certified mail (return receipt requested) (with postage and other fees prepaid) or (iii) on the day after it is delivered, prepaid, to an overnight express delivery service that confirms to the sender delivery on such day, as follows:

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(i)	If to any Holder, at:
	Resource Capital Funds
	1400 Sixteenth Street, Suite 200
	Denver, Colorado  80202
	Attention:  General Counsel
	Facsimile No.:  720-946-1450
(ii)	If to Company, at:
	Uranium Resources, Inc.
	405 State Highway, 121 Bypass
	Building A, Suite 110
	Lewisville, TX  75067
	Attention:  President
	Facsimile No.:  505-842-8123
	With a copy to:
	Baker & Hostetler LLP
	303 E. 17th Avenue, Suite 1100
	Denver, Colorado 80203
	Attention:  Alfred C. Chidester
	Facsimile No.: 303-861-7805

or at such other address as may be substituted by notice given as herein provided.  The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice.  Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three Business Days after the same shall have been deposited in the United States mail.

(e)Rule 144.  So long as Company is subject to the reporting requirements under the Exchange Act, it shall comply with such requirements so as to permit sales of Registrable Securities by the holders thereof pursuant to Rule 144 under the Securities Act.

(f)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto including any Person to whom Registrable Securities are transferred (other than in sales pursuant to a prospectus or Rule 144), who shall become an Additional Holder in accordance with this Agreement.

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(g)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h)Governing Law; Jurisdiction; Jury Waiver.  This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Colorado without giving effect to the conflict of laws provisions thereof.  Each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in the County of Denver, State of Colorado.  Service of process on the parties in any action arising out of or relating to this Agreement shall be effective if mailed to the parties in accordance with Section 10(d) hereof.  The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights hereunder.

(i)Severability.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(j)Entire Agreement.  This Agreement represents the complete agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.  This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.

(k)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(l)Termination.  Company’s obligations under this Agreement shall cease with respect to any Person when such Person ceases to be a Holder.  Notwithstanding the foregoing, Company’s obligations under Section 5 and Section 6 shall survive in accordance with their terms.

remainder of this page intentionally blank

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

URANIUM RESOURCES, INC.
By:
	Donald C. Ewigleben
	President and Chief Executive Officer
RESOURCE CAPITAL FUND V L.P.
By:	Resource Capital Associates V L.P.,
	General Partner
By:	RCA V GP Ltd., General Partner
By:
	Catherine J. Boggs
	General Counsel

Signature Page to Registration Rights Agreement

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EX-10.1

Exhibit 10.1

SHAREHOLDER VOTING AGREEMENT

This SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of March 1, 2012, by and among Uranium Resources, Inc., a Delaware Corporation (“URI”), and the undersigned shareholders (the “Shareholders”) of Neutron Energy, Inc., a Nevada corporation (“Neutron”).  Each of URI and the Shareholders is individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

WHEREAS, URI, URI Merger Corporation, a Nevada corporation and an indirect wholly owned subsidiary of URI (“Merger Sub”), and Neutron are, concurrently with the execution of this Agreement, entering into an Agreement and Plan of Merger (“Merger Agreement”) providing for, among other things, a merger of Merger Sub with and into Neutron (the “Merger”).

WHEREAS, each Shareholder owns the shares of Neutron set forth opposite its name on Schedule A hereto (such shares, together with any shares of Neutron that may be hereafter acquired by such Shareholder, whether upon the exercise of options, purchase, dividend, distribution or otherwise, the “Subject Shares”), which in the aggregate equals 44.87% of the issued and outstanding shares of Neutron.

WHEREAS, as a condition to the willingness of URI and Merger Sub to enter into the Merger Agreement, URI has required that the Shareholders agree, and in order to induce URI and Merger Sub to enter into the Merger Agreement, the Shareholders have agreed, to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, URI and the Shareholders hereby agree as follows:

1.   Agreement to Vote Shares.

a.   Voting of Subject Shares.  Each Shareholder agrees that, prior to the termination of this Agreement in accordance with Section 7, it will vote, or cause to be voted, the Subject Shares at any meeting of shareholders of Neutron, however called, for purposes that include approval or adoption of the Merger or the Merger Agreement (including any adjournment or postponement thereof), or pursuant to any action by written consent, (i) in favor of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any proposal that would result in a breach by Neutron of the Merger Agreement; (iii) against any action, proposal or agreement that could reasonably be expected to impede, interfere with or prevent the Merger and the other transactions contemplated by the Merger Agreement, including any amendments or modifications to the articles of incorporation or bylaws of Neutron that could reasonably be expected to have such an effect; and (iv) against any Target Competing Proposal (as defined in the Merger Agreement) or any action which is a component of a Target Competing Proposal.

b.   Irrevocable Proxy. In order to secure the performance of each Shareholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 1.a, each Shareholder hereby irrevocably grants, in accordance with Section 78.355 of the Nevada General Corporation Law, a proxy appointing URI (the “Proxy”) as such Shareholder’s sole and exclusive attorney-in-fact and proxy, with full power of substitution and re-substitution, for and in its name, place and stead, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 1.a, in such person’s discretion, with respect to such Shareholder’s Subject Shares, in each case, until the termination of this Agreement in accordance with Section 7.  Each Shareholder hereby represents and warrants that any proxies previously given in respect of the Subject Shares are not irrevocable, and that any such proxies have been revoked prior to the date hereof.  Each Shareholder hereby affirms that the proxy set forth in this Section 1.b is given in consideration of URI entering into the Merger Agreement and affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked (to the fullest extent permitted by law), except that such irrevocable proxy shall be revoked automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with Section 7.  Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof.  THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.b IS IRREVOCABLE AND COUPLED WITH AN INTEREST.

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c.   Independent Obligations.  For the avoidance of doubt, each Shareholder agrees that, during the term of this Agreement, the obligations of such Shareholder specified in this Section 1 shall not be affected by any breach by any party of any of its representations, warranties, agreements or covenants set forth in the Merger Agreement.

d.   No Inconsistent Actions.  While this Agreement is in effect, each Shareholder shall not revoke or rescind, or purport to revoke or rescind, the proxies granted hereby or take any action inconsistent with the provisions of this Agreement.

2.   Representations and Warranties of the Shareholders.  Each Shareholder hereby represents and warrants to URI as follows:

a.   Authorization; Binding Agreement.  The execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby are within its legal capacity and requisite powers, and if this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to execute, deliver and perform this Agreement.  This Agreement has been duly executed and delivered by or on behalf of such Shareholder and, assuming its due authorization, execution and delivery by URI, constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and subject to general equity principles.

b.   Non-Contravention.  Other than (i) the filing by such Shareholder of any reports under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder, and any filings with the Securities and Exchange Commission that may required by Section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, (ii) any consent, approval filing or notification which has been obtained as of the date hereof, or (iii) any consent, approval, filing or notification, the failure of which to obtain, make or give would not impair in any material respect such Shareholder’s ability to perform its obligations under this Agreement (or the Proxy’s rights to vote such Shareholder’s Subject Shares pursuant to the proxy contemplated by Section 1.b), the execution and delivery of this Agreement by such Shareholder does not, and the performance of the terms of this Agreement by such Shareholder (or the Proxy’s voting of the Shareholder’s Subject Shares pursuant to the proxy contemplated by Section 1.b) will not, (A) require such Shareholder to obtain the consent or approval of, or make any filing or registration with or notification to, any governmental entity, (B) require the consent or approval of any other person, or (C) conflict with or violate (x) any organizational document applicable to such Shareholder, (y) any agreement, obligation or instrument to which such Shareholder is a party or its properties or assets are bound, or (z) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Shareholder or by which such Shareholder or any of its properties or assets are bound.

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c.   Ownership of Subject Shares; Total Shares. As of the date hereof, such Shareholder is the record and/or beneficial owner of the shares of Neutron set forth opposite its name on Schedule A hereto free and clear of any lien and any other limitation or restriction (including any restriction on the right to vote or otherwise transfer such Subject Shares), except as provided hereunder or pursuant to any applicable restrictions on transfer under the Securities Act of 1933, as amended. As of the date hereof, such Shareholder does not own, beneficially or otherwise, any voting shares of Neutron (or securities or other rights convertible into, or exchangeable or exercisable for, voting shares) other than as set forth opposite such Shareholder’s name on Schedule A. There are no outstanding options or other rights to acquire from such Shareholder any voting shares of Neutron.

d.   Voting Power. Except as otherwise provided in this Agreement, such Shareholder has (on the date hereof) and will have (on the date of the company meeting or execution of the written consent) sole and full voting and dispositive power over all of its Subject Shares and full power to otherwise agree to all of the matters set forth in this Agreement with respect to all of its Subject Shares.

e.   Reliance by URI and Merger Sub. Such Shareholder understands and acknowledges that URI and Merger Sub are entering into the Merger Agreement and the transactions contemplated therein in reliance upon such Shareholder’s execution and delivery of this Agreement.

3.   Transfer of Shares.  Each Shareholder agrees that it will not, directly or indirectly, sell, pledge, assign, encumber, loan or otherwise transfer or dispose of any of the Subject Shares, or any interest therein, or securities convertible into, or any voting rights with respect to, any of the Subject Shares, or enter into any contract or commitment with respect to any of the foregoing, other than (a) pursuant to the Merger and the terms of this Agreement and the Merger Agreement or (b) upon receiving URI’s prior written consent, a transfer to another party who executes a counterpart of this Agreement, agreeing to be bound by the terms and provisions hereof. Without limiting the foregoing, except as otherwise provided in this Agreement, each Shareholder agrees that it will not, directly or indirectly, (i) grant any proxies or powers of attorney or enter into a voting agreement or other arrangement with respect to any Subject Shares, (ii) enter into, or deposit any of its Subject Shares into, a voting trust or take any other action which would, or could reasonably be expected to, result in a diminution of the voting power represented by any of its Subject Shares, or (iii) commit or agree to take any of the foregoing actions.  Each Shareholder further agrees that, if so requested by URI, it shall authorize and request Neutron to notify its transfer agent that there is a stop transfer order with respect to all of the Subject Shares and that this Agreement places limits on the voting and/or transfer of the Subject Shares.  In addition, each Shareholder agrees to place any restrictive legends on its certificates evidencing the Subject Shares as required by applicable law or reasonably requested by URI to effectuate this Agreement.  Any transfers in violation of this Section 3 shall be null and void.

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4.   Waiver of Appraisal Rights.  Each Shareholder hereby waives any and all appraisal, dissenters or similar rights that it may have with respect to the Merger and the other transactions contemplated by the Merger Agreement pursuant to the law of the State of Nevada.

5.   Additional Shares.  In the event (a) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of Neutron affecting any of the Subject Shares, or (b) a Shareholder shall become the beneficial owner of any additional shares of Neutron or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1.a hereof, then the terms of this Agreement shall apply to such shares or other securities of Neutron held by such Shareholder immediately following the effectiveness of the events described in clause (a) or such Shareholder becoming the beneficial owner thereof as described in clause (b), as though they were Subject Shares of such Shareholder hereunder.

6.   Documentation and Information. Each Shareholder (a) consents to and authorizes the publication and disclosure by URI and Neutron and their affiliates of its identity and holding of Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement or disclosure required by the Securities and Exchange Commission or other governmental entity, the Merger Agreement, or any other disclosure document in connection with the transactions contemplated by the Merger Agreement or this Agreement, and (b) agrees promptly to give to URI and Neutron any information it may reasonably require for the preparation of any such disclosure documents; provided that, such Shareholder shall have a reasonable opportunity to review and comment on any such announcement or disclosure prior to its publication, filing or disclosure. Each Shareholder agrees to promptly notify URI and Neutron of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any shall have become false or misleading in any material respect.

7.   Termination.  This Agreement shall terminate upon the first to occur of (a) the Effective Time (as defined in the Merger Agreement), (b) the termination of the Merger Agreement in accordance with its terms or (c) at the option of each Shareholder, the execution or granting of any amendment, modification, change or waiver with respect to the Merger Agreement subsequent to the date of this Agreement that results in any decrease in the number of shares of URI common stock to be paid per share for the Subject Shares or any changes in the form of consideration to be received by the holders of such shares in the Merger or is otherwise materially adverse to the shareholders of Neutron. Without limiting the foregoing, this Agreement may also be terminated at any time by the mutual written agreement of URI and the Shareholders. No termination of this Agreement will relieve any party from liability for any material breach of its obligations hereunder committed prior to such termination. Notwithstanding the foregoing, Section 8 hereof shall survive the termination of this Agreement in accordance with its terms.

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8.   Expenses.  Except as otherwise provided herein, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

9.   Notices.  All notices and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) (a) when delivered, if delivered in person, (b) when sent, if sent by facsimile during normal business hours, provided that the facsimile is promptly confirmed by telephone or electronic mail, and (c) one (1) Business Day after sending, if sent by nationally recognized overnight courier service (providing proof of delivery), in the case of URI, to the address set forth for URI in the Merger Agreement (with copies as set forth in the Merger Agreement) and in the case of each Shareholder, to the address set forth under the Shareholder’s name on Schedule A hereto (or at such other address for any party as shall be specified by like notice).

10.   Amendments and Waivers.  This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the Parties hereto.  No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.

11.   Assignment; Binding Effect.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other Parties hereto. This Agreement will be binding upon, inure to the benefit of and be enforceable by each Party and such Party’s respective heirs, beneficiaries, executors, representatives, successors and permitted assigns.

12.   Shareholder Capacity.  Each Shareholder executes this Agreement solely in its capacity as the record holder or beneficial owner of such Shareholder’s Subject Shares. Nothing herein shall be construed as preventing each Shareholder, or a director, officer, partner (general or limited), member, manager or employee of such Shareholder or an affiliate of such Shareholder, who is an officer or director of Neutron from fulfilling the obligations of such office (including the performance of obligations required by the fiduciary obligations of such Shareholder, or director, officer, partner (general or limited), member, manager or employee of such Shareholder or affiliate of such Shareholder, acting in his or her capacity as an officer or director of Neutron).

13.   Further Assurances. Each Shareholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements and other instruments as URI may reasonably request to carry out the transactions contemplated by this Agreement.

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14.   Severability.  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

15.   Entire Agreement.  This Agreement, including the schedules hereto, and the Merger Agreement (including the transactions contemplated therein) constitute the entire agreement of the Parties, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.

16.   Governing Law.  This Agreement shall be deemed to be made in and in all respects and shall be interpreted, construed and governed by and in accordance with, and any disputes arising out of or related to this Agreement shall be interpreted, construed and governed by and in accordance with, the laws of the State of Colorado, except with respect to matters of corporate law which shall be interpreted, construed and governed by and in accordance with, the laws of the State of Nevada.  The parties hereby irrevocably submit to the jurisdiction of the State of Colorado for any litigation arising out of or relating to the interpretation and enforcement of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such actions shall be heard and determined in the courts of the State of Colorado. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action in the manner provided in Section 9 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

17.   Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which shall constitute but one and the same instrument.  One or more counterparts of this Agreement may be delivered via telecopier or pdf by email, with the intention that they shall have the same effect as an original counterpart hereof.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

URANIUM RESOURCES, INC.

By:

Name:

Its:

SHAREHOLDERS

Primary Corp.

By:

Name:

Its:

Roytor & Co FBO Passport Global Mstr Fnd SPC for

and on behalf of Portfolio A Global Strategy

By:

Name:

Its:

Roytor & Co FBO Passport Materials Mstr Fund LP

By:

Name:

Its:

The Kelsey Lua Boltz Revocable Trust

By:

Name:

Its:

Gary C. Huber

Jerry Nelson

John Campbell

Edward M. Topham

[Signature page to Shareholder Voting Agreement]

Schedule A

Subject Shares

Shareholder	Address	Number of Shares
Primary Corp.	Primary Corp. Attn: Mr. Robert Pollock 130 King Street West, Suite 2110 Toronto, ON M5X 1B1	14,269,067
Passport Global Strategies II, Ltd.	Passport Global Strategies II, Ltd. C/O Passport Capital, LLC Attn: Mr. Andrew Ham 625 Howe Street, Suite 580 Vancouver, BC V6C 2T6	1,253,000
Passport Global Strategies III, Ltd.	Passport Global Strategies III, Ltd. C/O Passport Capital, LLC Attn: Mr. Andrew Ham 625 Howe Street, Suite 580 Vancouver, BC V6C 2T6	1,080,333
Roytor & Co FBO Passport Materials Mstr Fund LP	Passport Materials Master Fund LP C/O Passport Capital, LLC Mr. Andrew Ham 625 Howe Street, Suite 580 Vancouver, BC V6C 2T6	2,333,333
The Kelsey Lua Boltz Revocable Trust	The Kelsey Lua Boltz Revocable Trust Attn: Kelsey L. Boltz 6066 N. Hillside Dr. Scottsdale, AZ 85253	6,809,293
Gary C. Huber	Attn: Gary C. Huber 2101 East Euclid Ave. Centennial, CO 80121	200,000
Jerry Nelson	Attn: Jerry Nelson 8711 E. Pinnacle Peak Rd. Scottsdale, AZ 85255	186,364
John Campbell	Attn: John Campbell 201-1930 Bellevue Ave. West Vancouver, BC V7V 1B5 Canada	70,000
Edward M. Topham	Attn: Edward M. Topham 9088 Sanderling Way Littleton, CO 80126	555,283
Total		26,756,673

EX-10.2

Exhibit 10.2

RELEASE AGREEMENT

This Release Agreement (this “Agreement”) is made by and between each party signatory hereto as a Releasor (each, a “Releasor”), Neutron Energy, Inc., a Nevada corporation (“Neutron”), and Uranium Resources, Inc., a Delaware limited liability company (“URI”),as of March 1, 2012 (the “Effective Date”).  Each Releasor, Neutron and URI is referred to in this Agreement as a “Party” and collectively as the “Parties.”

Recitals:

Whereas, URI, URI Merger Corporation, a Nevada corporation and an indirect wholly owned subsidiary of URI (“Merger Sub”), and Neutron are, concurrently with the execution of this Agreement, entering into an Agreement and Plan of Merger (the “Merger Agreement”) providing for, among other things, a merger of Merger Sub with and into Neutron (the “Merger”).

Whereas, as a condition to the willingness of URI and Merger Sub to enter into the Merger Agreement, URI has required that Releasor agree, and in order to induce URI and Merger Sub to enter into the Merger Agreement, Releasor has agreed, to enter into this Agreement;

Whereas, Releasor will recognize substantial benefit from URI’s obtaining of additional insurance as contemplated by Section 5.15 of the Merger Agreement;

Whereas, in connection with the Merger, Releasor desires to release Neutron of all claims or obligations between Releasor and Neutron; and

Whereas, any capitalized but undefined terms used herein will have the meanings ascribed to such terms in the Merger Agreement.

Now, Therefore, for and in consideration of the mutual agreements of the Parties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Representations and Warranties of the Parties.  Each Party represents and warrants, as to itself only, that (a)  it has taken all requisite action and obtained all requisite consents in connection with its entering into this Agreement and the instruments and documents referenced herein; (b) this Agreement and all instruments and documents executed by it pursuant to this Agreement are and will be duly executed and valid and legally binding upon it and enforceable in accordance with their respective terms; (c) neither the execution of this Agreement or any other instrument or document referenced herein, nor the consummation of any transaction contemplated hereby, shall result in a breach of, constitute a default under, or contravene any agreement, document, instrument or any other obligation to which it is a party or to which it may be bound or affected, or any law, statute, ordinance, rule, governmental regulation, or any writ, injunction, judgment, order or decree of any court or governmental body applicable to it; and (d) there are no actions, suits, arbitrations, investigations, other proceedings, orders, judgments or decrees pending or threatened against it which could, individually or in the aggregate, interfere with the consummation of the transactions contemplated by this Agreement.

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2. Releasor Release.

a. In the event of a Closing and subject to the limitations contained in Section 2(b) below, Releasor, for itself and on behalf of its present, former or future representatives, heirs, executors, administrators, trustees, agents, insurers, reinsurers, attorneys, successors and assigns (“Claim Releasors”), effective on the Closing Date, absolutely, unconditionally, and irrevocably waives, releases and discharges, to the fullest extent permitted by law, Neutron and any of its present, former or future representatives, predecessors, heirs, executors, administrators, trustees, members, partners, managers, directors, officers, shareholders, parent companies, subsidiaries, affiliates, agents, employees, insurers, reinsurers, attorneys, consultants, advisers, successors and assigns (the “Neutron Releasees”), from any and all claims (including cross-claims, counterclaims, and rights of setoff), recoupments, actions, causes of action, suits, debts, accounts, interests, liens, promises, damages, liabilities, demands, agreements, bonds, covenants, controversies, variances, trespasses, judgments, executions, costs and expenses whatsoever, joint, several or otherwise, under any theory whatsoever (including breach of contract, tort (including negligence), strict liability, a statutory cause of action, or otherwise), and including interest, penalties, attorney’s fees, and all expenses incurred in investigating, preparing or defending against any litigation or other proceeding, commenced or threatened, or any claim whatsoever, and all amounts paid in settlement of any claim, litigation or proceeding, in law or equity, that any of the Claim Releasors now has or hereafter may have, of whatsoever nature or kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Neutron Releasees, or any of them, based in whole or in part on facts, whether or not now known, existing on or before the Closing Date, including any relating, directly or indirectly, to:

i. acting or serving as a manager, director, officer, employee or agent of, or in any other capacity in respect of, each of Neutron and any of its subsidiaries, including all claims for indemnification in connection therewith;

ii. any unpaid compensation, benefits, deferred compensation, severance, distributions or other amounts;

iii. any amounts otherwise due or owing by Neutron;

iv. any allocations of profits, losses or other tax attributes;

v. any obligations of Neutron or any of its subsidiaries to indemnify such Releasor under or by virtue of the articles of incorporation, bylaws, contracts or other instruments of Neutron;

vi. conduct and management of Neutron and any of its subsidiaries or otherwise relating to Neutron and of its subsidiaries or their operations;

vii. all rights and remedies under or by virtue of the articles of incorporation, bylaws, contracts or other instruments of Neutron and the laws of the State of Nevada and the State of Colorado, including the Nevada General Corporate Law; or

viii. any federal, state, or other governmental statute, regulation, or ordinance, as amended, including, without limitation, all claims arising under or in connection with the following: Title VII of the Civil Rights Act of 1964, Civil Rights Act of 1991; Civil Rights Act of 1866 and 1871; 42 U.S.C. §§ 1981, 1981a, 1983 1985 and 1988; the Age Discrimination in Employment Act of 1967, the Federal Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1938; the Equal Pay Act of 1963; the Fair Credit Reporting Act; the National Labor Relations Act; the Releasor Retirement and Income Security Act; the Occupational Safety and Health Act of 1970; Executive Order 11246; Colorado Anti-Discrimination Act of 1957; Colorado’s Minimum Wages of Workers Act; Colorado Wage Equality Regardless of Sex Act; Colorado Labor Peace Act; and any common or statutory law for compensation, damages, breach of express or implied employment contract, breach of duty of good faith, promissory estoppel, discrimination, harassment, wrongful discharge, infliction of emotional distress, defamation, and for any other damages or injuries in relation to Releasor’s employment, or incurred as a result of loss of employment, and any claims arising under any other federal, state or local law, statute or ordinance applicable to the employment relationship between the parties, to the extent such claims may be released and waived under local, state or federal law.

In connection herewith, Releasor represents that there has not been, and as of the Closing Date there will not have been, any assignment or other transfer of any interest in any claim by Releasor that he may have against any of the Neutron Releasees and Releasor agrees to indemnify and hold the Neutron Releasees harmless from any liability, claims, demands, damages, costs, expenses, and attorney’s fees incurred as a result of any person validly asserting any such assignment or transfer of any claims.

b. It is expressly understood, agreed and stipulated that the releases set forth in Section 2(a) of this Agreement are limited as follows:

i. in the event additional insurance of between Ten Million Dollars ($10,000,000.00) and Fifteen Million Dollars ($15,000,000.00) in coverage is not obtained as contemplated by Section 5.15 of the Merger Agreement, the Neutron Releasees are only released from indemnification claims of such Releasor under or by virtue of the articles of incorporation, bylaws, contracts or other instruments of Neutron, or under or by any statutory provisions, to the extent that all such claims for indemnification by the directors and officers of Neutron, whether current or former, in the aggregate, exceed Five Million Dollars ($5,000,000.00); provided, however, that the combined liability of the Neutron Releasees under this Section 2(b)(i) and URI under Section 5.15(c) of the Merger Agreement shall not exceed Five Million Dollars ($5,000,000.00) in the aggregrate;

ii. the Neutron Releasees are not released from any indemnification obligations to provide payment of any applicable deductible under any directors’ and officers’ liability insurance policy obtained, maintained or extended pursuant to Section 5.15(a) or (b) of the Merger Agreement (the “Neutron D&O Policy”);

iii. the Neutron Releasees are not released from any indemnification obligations to the extent such indemnification obligation is required for any Releasor to be covered under any Neutron D&O Policy in accordance with its terms;

iv. the Neutron Releasees are not released from any obligations, responsibilities or conditions under or pursuant to this Agreement; and

v. the Neutron Releasees are not released from any obligations, responsibilities or conditions under or pursuant to the Merger Agreement and the Transaction Documents, including without limitation, the Neutron Releasees’ obligations to provide indemnification pursuant to Section 5.15 of the Merger Agreement.

3. Covenants Not to Sue.  Releasor, on behalf of itself and each of the Claim Releasors, covenants to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any proceeding of any kind against the Neutron Releasees based upon any matter purported to be released pursuant to Section 2.

4. Confidentiality.

a. Releasor acknowledges that, as contemplated hereunder, it has or likely will receive Confidential Information (defined below) of Neutron or its subsidiaries.  Unless otherwise consented to in advance and in writing by Neutron, Releasor agrees that for a period of three (3) years it and its agents and representatives will: (i) hold all Confidential Information in strict trust and confidence and (ii) not directly or indirectly disseminate any Confidential Information to any third-party.  The furnishing of any Confidential Information by Neutron or any of its subsidiaries shall not constitute or be construed as granting, either expressly or by implication, estoppel or otherwise, any license to or rights in and to any Confidential Information.

b. For purposes of the foregoing, “Confidential Information” means this Agreement and all non-public confidential and proprietary information of Neutron and any of its subsidiaries and includes technical, trade secret or competition-sensitive information which Neutron or any of its subsidiaries has developed and/or acquired and in good faith considers to be competitively valuable or sensitive, or holds in confidence from others.  Notwithstanding the foregoing, the term “Confidential Information” does not include information that is public or that is obtained at any time lawfully from a third-party under circumstances permitting its lawful use or disclosure to others, or to information that is developed independently without reference to or receipt or disclosure of Confidential Information of a similar type developed by Neutron or any of its subsidiaries, in each case as proven by documentary evidence supplied by Releasor.  If Releasor is required by law to make any disclosure that is prohibited or otherwise constrained by this Section, Releasor will provide Neutron with prompt notice of the compulsion or request so that Neutron may seek an appropriate protective order or other appropriate remedy or waive compliance with this Section.  In the absence of a protective order, Releasor may disclose that portion (and only that portion) of the Confidential Information that Releasor is legally compelled to disclose; provided, however, that Releasor uses reasonable efforts to attempt to obtain reliable assurance that any person to whom Confidential Information is so disclosed will undertake the same confidentiality obligations as in this Section.

c. Releasor acknowledges that in the event of any material breach of this Section, Neutron would be irreparably and immediately harmed and could not be made whole by monetary damages alone.  Accordingly, in addition to any other remedy to which it may be entitled at law or in equity, Neutron shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Section and/or to compel specific performance with this Section, and neither Releasor nor any of its representatives will oppose granting of such relief.  The prevailing party as specifically determined by a court of competent jurisdiction shall be awarded all costs and expenses, including attorneys’ fees, incurred in connection with any proceeding concerning this Section.

5. Severability.  If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid, void or unenforceable for any reason, that finding shall in no way effect any other provision of this Agreement or the validity or enforceability of this Agreement.  Such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provision had never been inserted in the Agreement.

6. Further Assurances; Further Cooperation.  Each Party agrees to do such things as may be reasonably requested by any other Party to consummate or document the transactions contemplated by this Agreement, but the reasonable cost thereof shall be paid by the requesting Party.

7. Binding Effect; Captions.  This Agreement is binding upon, and shall inure to the benefit of, the Parties and their respective legal representatives, heirs, devisees, legatees, successors and assigns.  Titles, captions and the Recitals set forth in the Agreement are inserted only as a matter of convenience and for reference and are not contractual and in no way affect the scope of this Agreement or the intent of its provisions.

8. Entire Agreement.  This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, supersedes all prior agreements of any of the Parties with respect to its subject matter, and may not be modified or amended except by a written instrument signed by all Parties.

9. Governing Law.  This agreement shall be governed, construed and enforced in accordance with the laws of the State of Colorado without giving effect to conflict of law principles.

10. Counterparts; Signatures.  This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes, but all of which taken together shall constitute but one and the same instrument.  The Parties agree that fax and electronic signatures shall be sufficient evidence to enforce this Agreement.

11. Parties’ Understanding.  RELEASOR HAS BEEN ADVISED THAT THIS AGREEMENT HAS BEEN DRAFTED BY COUNSEL TO NEUTRON OR URI, NOT COUNSEL TO IT INDIVIDUALLY, AND IT IS HEREBY ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY.  RELEASOR FULLY UNDERSTANDS ITS RIGHT TO DISCUSS AND REVIEW ALL ASPECTS OF THIS AGREEMENT WITH ITS ATTORNEY OR ANY OTHER ADVISOR AND HAS HAD ADEQUATE TIME AND OPPORTUNITY TO DO SO.  RELEASOR IS NOT RELYING ON ANY REPRESENTATIONS OR STATEMENTS BY NEUTRON OR URI OR ANY OF NEUTRON OR URI’S AGENTS, REPRESENTATIVES OR ATTORNEYS WITH REGARD TO THE SUBJECT MATTER, BASIS OR EFFECT OF THIS AGREEMENT.

12. Non Disparagement. Releasor agrees not to disparage Neutron or URI and their officers, directors, employees, shareholders, agents, or affiliates in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that, subject to Section 4, Releasor may respond accurately and fully to any question, inquiry or request for information when required by legal process.

13. NO RECOVERY OF CONSEQUENTIAL DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR OTHERWISE, EXCEPT IN THE CASE OF A BREACH OF SECTIONS 4 OR 12, NO PARTY WILL HAVE ANY RIGHT OR REMEDY TO RECOVER LOST PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, DIMINUTION IN VALUE, OR OTHER CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, STATUTORY, SPECIAL AND INDIRECT DAMAGES FROM ANY OTHER PARTY, UNDER THIS AGREEMENT OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, UNDER ANY THEORY WHATSOEVER (INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR A STATUTORY CAUSE OF ACTION, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER ANY SUCH DAMAGES FROM ANY OTHER PARTY.

14. Notice.  All notices, requests and other communications to a Party under this Agreement must be in writing (including email or fax transmission so long as a receipt of such fax or email transmission is requested and received) and will be given to the addresses set forth on the signature page hereto.  All notices, requests, demands, waivers and other communications must be delivered by (a) personal delivery, (b) reputable overnight delivery service (including Federal Express, UPS and DHL), (c) fax (with acknowledgment of receipt), or (d) email, in each case to the respective address or number indicated above or later provided by a party pursuant to this Section (with acknowledgement of receipt).  A notice will be deemed to have been made on the date (i) of delivery or first refusal of delivery with respect to (a), (ii) of delivery or the date on which delivery was first refused as indicated on the delivery service's record of delivery with respect to (b), and (iii) indicated in the confirmation of transmission or receipt if transmitted during business hours, or the next business day if transmitted after business hours, with respect to (c) and (d).

15. Consent to Service.  Each Party consents to process being served by any Party in any suit, action or proceeding relating to this Agreement by the delivery of a copy of the process in accordance with the provisions of Section 14(a) or first class certified mail to the last known address of the party served, return receipt requested, postage prepaid.

16. Waiver of Jury Trial.  EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL ON ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR THE PERFORMANCE OF ANY OF THOSE RIGHTS AND OBLIGATIONS.  EACH PARTY (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT HE, SHE OR IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FORGOING WAIVER AND (b) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVER AND CERTIFICATIONS IN THIS AGREEMENT.

17. Interpretation.  Wherever the context will so require, the singular will include the plural, the masculine gender will include the feminine gender and the neuter, and vice versa.  Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “Section” refer to the specified Section of this Agreement; (iv) the term “including” means including without limitation; and (v) the term “or” is not exclusive.  Whenever this Agreement requires the consent, agreement or approval of a party or other person, the party or other person from whom the consent, agreement or approval is required will be entitled to withhold the consent or approval in the party’s or person’s sole and absolute discretion.

18. Releasor’s Further Understanding.  Releasor represents and agrees as follows:

a. Releasor has carefully read and fully understands all of the provisions of this Agreement.

b. Releasor is voluntarily entering into this Agreement.

c. Releasor is not relying on any representations or statements by Neutron or URI, or any of their agents, representatives, or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise which are not contained in this Agreement.

19. Third Party Beneficiaries.  None of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third party.

[Signature pages follow.]

In Witness Whereof, this Agreement is executed to be effective as of the Effective Date.

NEUTRON ENERGY, INC.

By: ___________________

Name: _________________

Its: ___________________

Neutron Energy Inc.

9000 E. Nichols Avenue

Suite 225

Englewood, Colorado 80112

Attn.: Chief Executive Officer

Fax: (303) 531-0519

URANIUM RESOURCES, INC.

By: ___________________

Name: _________________

Its: ___________________

405 State Highway 121 Bypass,

Building A, Suite 110

Lewisville, Texas 75067

Attn.: Treasurer

Fax: (303) 861-7805

[Signature page to Release Agreement]

RELEASORS:

___________________

Kelsey L. Boltz

___________________

Gary C. Huber

___________________

James J. Graham

___________________

John K. Campbell

___________________

Jerry Nelson

___________________

Henry G. Grundstedt

___________________

Carolyn C. Loder

___________________

Edward M. Topham

[Signature page to Release Agreement]

EX-10.3

Exhibit 10.3

SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”) is made by and between Nuclear Fuel Cycle Consulting, LLC (“Releasor”), Neutron Energy, Inc., a Nevada corporation (“Neutron”), and Uranium Resources, Inc., a Delaware limited liability company (“URI”),as of March 1, 2012 (the “Effective Date”).  Each of Releasor, Neutron and URI is referred to in this Agreement as a “Party” and collectively as the “Parties.”

Recitals:

Whereas, URI, URI Merger Corporation, a Nevada corporation and an indirect wholly owned subsidiary of URI (“Merger Sub”), and Neutron are, concurrently with the execution of this Agreement, entering into an Agreement and Plan of Merger (the “Merger Agreement”) providing for, among other things, a merger of Merger Sub with and into Neutron (the “Merger”).

Whereas, as a condition to the willingness of URI and Merger Sub to enter into the Merger Agreement, URI has required that Releasor agree, and in order to induce URI and Merger Sub to enter into the Merger Agreement, Releasor has agreed, to enter into this Agreement;

Whereas, Releasor desires waive any and all rights that it may have to any severance, change of control or similar payments in connection with the Merger; and

Whereas, any capitalized but undefined terms used herein will have the meanings ascribed to such terms in the Merger Agreement.

Now, Therefore, for and in consideration of the mutual agreements of the Parties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Representations and Warranties of the Parties.  Each Party represents and warrants, as to itself only, that (a) it has taken all requisite action and obtained all requisite consents in connection with its entering into this Agreement and the instruments and documents referenced herein; (b) this Agreement and all instruments and documents executed by it pursuant to this Agreement are and will be duly executed and valid and legally binding upon it and enforceable in accordance with their respective terms; (c) neither the execution of this Agreement or any other instrument or document referenced herein, nor the consummation of any transaction contemplated hereby, shall result in a breach of, constitute a default under, or contravene any agreement, document, instrument or any other obligation to which it is a party or to which it may be bound or affected, or any law, statute, ordinance, rule, governmental regulation, or any writ, injunction, judgment, order or decree of any court or governmental body applicable to it; and (d) there are no actions, suits, arbitrations, investigations, other proceedings, orders, judgments or decrees pending or threatened against it which could, individually or in the aggregate, interfere with the consummation of the transactions contemplated by this Agreement.

2. Releasor Release.

a. In the event of a Closing and subject to the limitations contained in Section 2(b), below, Releasor, for itself and on behalf of its present, former or future representatives, heirs, executors, administrators, trustees, agents, insurers, reinsurers, attorneys, successors and assigns (collectively, the “Claim Releasors”), effective on the Closing Date, absolutely, unconditionally, and irrevocably waives, releases and discharges, to the fullest extent permitted by law, Neutron and any of its present, former or future representatives, predecessors, heirs, executors, administrators, trustees, members, partners, managers, directors, officers, shareholders, parent companies, subsidiaries, affiliates, agents, employees, insurers, reinsurers, attorneys, consultants, advisers, successors and assigns (collectively, the “Neutron Releasees”), from any and all severance, change of control or similar payments that are or may become due or payable by any Neutron Releasee to any Claim Releasor as a result of the execution and delivery of the Merger Agreement or the consummation of the Merger and the other transactions contemplated thereby (the “Severance Rights”), including but not limited to any Severance Rights arising under that certain Consulting Agreement, dated as of February 11, 2011, by and between Neutron and Releasor, as amended by oral agreement, which amendment provides for a $240,000 lump-sum payment to Releaseor in the event such Consulting Agreement is terminated on a change of control of Neutron.

In connection herewith, Releasor represents that there has not been, and as of the Closing Date there will not have been, any assignment or other transfer of any interest in the Severance Rights and Releasor agrees to indemnify and hold the Neutron Releasees harmless from any liability, claims, demands, damages, costs, expenses, and attorney’s fees incurred as a result of any person validly asserting any such assignment or transfer of any Severance Rights.

b. It is expressly understood, agreed and stipulated that the releases set forth in Section 2(a) of this Agreement are limited as follows:

i. the Neutron Releasees are not released from any obligations, responsibilities or conditions under or pursuant to this Agreement; and

ii. the Neutron Releasees are not released from any obligations, responsibilities of conditions under or pursuant to the Merger Agreement and the Transaction Documents.

3. Covenants Not to Sue.  Releasor, on behalf of itself and each of the Claim Releasors, covenants to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any proceeding of any kind against the Neutron Releasees relating to the Severance Rights.

[Signature Page to Settlement Agreement]

4. Confidentiality.

a. Releasor acknowledges that, as contemplated hereunder, it has or likely will receive Confidential Information (defined below) of Neutron or its subsidiaries.  Unless otherwise consented to in advance and in writing by Neutron, Releasor agrees that for a period of two years it and its agents and representatives will: (i) hold all Confidential Information in strict trust and confidence and (ii) not directly or indirectly disseminate any Confidential Information to any third-party.  The furnishing of any Confidential Information by Neutron or any of its subsidiaries shall not constitute or be construed as granting, either expressly or by implication, estoppel or otherwise, any license to or rights in and to any Confidential Information.

b. For purposes of the foregoing, “Confidential Information” means this Agreement and all non-public confidential and proprietary information of Neutron and any of its subsidiaries and includes technical, trade secret or competition-sensitive information which Neutron or any of its subsidiaries has developed and/or acquired and in good faith considers to be competitively valuable or sensitive, or holds in confidence from others.  Notwithstanding the foregoing, the term “Confidential Information” does not include information that is public or that is obtained at any time lawfully from a third-party under circumstances permitting its lawful use or disclosure to others, or to information that is developed independently without reference to or receipt or disclosure of Confidential Information of a similar type developed by Neutron or any of its subsidiaries, in each case as proven by documentary evidence supplied by Releasor.

c. If Releasor is required by law to make any disclosure that is prohibited or otherwise constrained by this Section, Releasor will provide Neutron with prompt notice of the compulsion or request so that Neutron may seek an appropriate protective order or other appropriate remedy or waive compliance with this Section.  In the absence of a protective order, Releasor may disclose that portion (and only that portion) of the Confidential Information that Releasor is legally compelled to disclose; provided, however, that Releasor uses reasonable efforts to attempt to obtain reliable assurance that any person to whom Confidential Information is so disclosed will undertake the same confidentiality obligations as in this Section.

d. Releasor acknowledges that in the event of any material breach of this Section, Neutron would be irreparably and immediately harmed and could not be made whole by monetary damages alone.  Accordingly, in addition to any other remedy to which it may be entitled at law or in equity, Neutron shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Section and/or to compel specific performance with this Section, and neither Releasor nor any of its representatives will oppose granting of such relief.  The prevailing party as specifically determined by a court of competent jurisdiction shall be awarded all costs and expenses, including attorneys’ fees, incurred in connection with any proceeding concerning this Section.

[Signature Page to Settlement Agreement]

5. Severability.  If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid, void or unenforceable for any reason, that finding shall in no way effect any other provision of this Agreement or the validity or enforceability of this Agreement.  Such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provision had never been inserted in the Agreement.

6. Further Assurances; Further Cooperation.  Each Party agrees to do such things as may be reasonably requested by any other Party to consummate or document the transactions contemplated by this Agreement, but the reasonable cost thereof shall be paid by the requesting Party.

7. Binding Effect; Captions.  This Agreement is binding upon, and shall inure to the benefit of, the Parties and their respective legal representatives, heirs, devisees, legatees, successors and assigns.  Titles, captions and the Recitals set forth in the Agreement are inserted only as a matter of convenience and for reference and are not contractual and in no way affect the scope of this Agreement or the intent of its provisions.

8. Entire Agreement.  This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, supersedes all prior agreements of any of the Parties with respect to its subject matter, and may not be modified or amended except by a written instrument signed by all Parties.

9. Governing Law.  This agreement shall be governed, construed and enforced in accordance with the laws of the State of Colorado without giving effect to conflict of law principles.

10. Counterparts; Signatures.  This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes, but all of which taken together shall constitute but one and the same instrument.  The Parties agree that fax and electronic signatures shall be sufficient evidence to enforce this Agreement.

11. Parties’ Understanding.  RELEASOR HAS BEEN ADVISED THAT THIS AGREEMENT HAS BEEN DRAFTED BY COUNSEL TO NEUTRON OR URI, NOT COUNSEL TO IT INDIVIDUALLY, AND IT IS HEREBY ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY.  RELEASOR FULLY UNDERSTANDS ITS RIGHT TO DISCUSS AND REVIEW ALL ASPECTS OF THIS AGREEMENT WITH ITS ATTORNEY OR ANY OTHER ADVISOR AND HAS HAD ADEQUATE TIME AND OPPORTUNITY TO DO SO.  RELEASOR IS NOT RELYING ON ANY REPRESENTATIONS OR STATEMENTS BY NEUTRON OR URI OR ANY OF NEUTRON OR URI’S AGENTS, REPRESENTATIVES OR ATTORNEYS WITH REGARD TO THE SUBJECT MATTER, BASIS OR EFFECT OF THIS AGREEMENT.

[Signature Page to Settlement Agreement]

12. Non Disparagement. Releasor agrees not to disparage Neutron or URI and their officers, directors, employees, shareholders, agents, or affiliates in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that, subject to Section 4, Releasor may respond accurately and fully to any question, inquiry or request for information when required by legal process.

13. NO RECOVERY OF CONSEQUENTIAL DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR OTHERWISE, EXCEPT IN THE CASE OF A BREACH OF SECTIONS 4 OR 12, NO PARTY WILL HAVE ANY RIGHT OR REMEDY TO RECOVER LOST PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, DIMINUTION IN VALUE, OR OTHER CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, STATUTORY, SPECIAL AND INDIRECT DAMAGES FROM ANY OTHER PARTY, UNDER THIS AGREEMENT OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, UNDER ANY THEORY WHATSOEVER (INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR A STATUTORY CAUSE OF ACTION, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER ANY SUCH DAMAGES FROM ANY OTHER PARTY.

14. Notice.  All notices, requests and other communications to a Party under this Agreement must be in writing (including email or fax transmission so long as a receipt of such fax or email transmission is requested and received) and will be given to the addresses set forth on the signature page hereto.  All notices, requests, demands, waivers and other communications must be delivered by (a) personal delivery, (b) reputable overnight delivery service (including Federal Express, UPS and DHL), (c) fax (with acknowledgment of receipt), or (d) email, in each case to the respective address or number indicated above or later provided by a party pursuant to this Section (with acknowledgement of receipt).  A notice will be deemed to have been made on the date (i) of delivery or first refusal of delivery with respect to (a), (ii) of delivery or the date on which delivery was first refused as indicated on the delivery service's record of delivery with respect to (b), and (iii) indicated in the confirmation of transmission or receipt if transmitted during business hours, or the next business day if transmitted after business hours, with respect to (c) and (d).

15. Consent to Service.  Each Party consents to process being served by any Party in any suit, action or proceeding relating to this Agreement by the delivery of a copy of the process in accordance with the provisions of Section 14(a) or first class certified mail to the last known address of the party served, return receipt requested, postage prepaid.

16. Waiver of Jury Trial.  EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL ON ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR THE PERFORMANCE OF ANY OF THOSE RIGHTS AND OBLIGATIONS.  EACH PARTY (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT HE, SHE OR IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FORGOING WAIVER AND (b) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVER AND CERTIFICATIONS IN THIS AGREEMENT.

[Signature Page to Settlement Agreement]

17. Interpretation.  Wherever the context will so require, the singular will include the plural, the masculine gender will include the feminine gender and the neuter, and vice versa.  Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “Section” refer to the specified Section of this Agreement; (iv) the term “including” means including without limitation; and (v) the term “or” is not exclusive.  Whenever this Agreement requires the consent, agreement or approval of a party or other person, the party or other person from whom the consent, agreement or approval is required will be entitled to withhold the consent or approval in the party’s or person’s sole and absolute discretion.

18. Releasor’s Further Understanding.  Releasor represents and agrees as follows:

a. Releasor has carefully read and fully understands all of the provisions of this Agreement.

b. Releasor is voluntarily entering into this Agreement.

c. Releasor is not relying on any representations or statements by Neutron or URI, or any of their agents, representatives, or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise which are not contained in this Agreement.

19. Third Party Beneficiaries.  None of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third party.

[Signature pages follow.]

[Signature Page to Settlement Agreement]

In Witness Whereof, this Agreement is executed to be effective as of the Effective Date.

Nuclear Fuel Cycle Consulting, LLC

By:  ___________________________

Name: James J Graham

Its:  Principal

[Signature Page to Settlement Agreement]

NEUTRON ENERGY, INC.

By:______________________

Name:____________________

Its: ______________________

Neutron Energy Inc.

9000 E. Nichols Avenue

Suite 225

Englewood, Colorado 80112

Attn.: Chief Executive Officer

Fax: (303) 531-0519

URANIUM RESOURCES, INC.

By: _______________________

Name: _____________________

Its: _______________________

405 State Highway 121 Bypass,

Building A, Suite 110

Lewisville, Texas 75067

Attn.: Treasurer

Fax: (303) 861-7805

[Signature Page to Settlement Agreement]

EX-10.4

Exhibit 10.4

Execution Version

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2012, by and among, URANIUM RESOURCES, INC.,a Delaware corporation, having a place of business at 405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, Texas 75067 (the “Company”), NEUTRON ENERGY, INC., a Nevada corporation having a place of business at 9000 E. Nichols Avenue, Suite 225, Englewood, Colorado 80112 (“Neutron”), and RESOURCE CAPITAL FUND V L.P., an exempt limited partnership formed under the laws of the Cayman Islands (the “Purchaser”).

W I T N E S S:

WHEREAS, contemporaneously herewith, the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with URI Merger Corporation, a Nevada corporation and an indirect wholly-owned subsidiary of the Company (“Merger Corp.”), and Neutron under which Neutron would merge with Merger Corp. and become an indirect wholly-owned subsidiary of the Company (the “Merger”);

WHEREAS, in connection with the Merger, the Purchaser desires to purchase and the Company desires to sell $20,000,000 of the Company’s common stock, $0.001 par value per share (the “Common Stock”) (the “Merger Financing”), concurrent with the closing of the Merger (the “Merger Closing”), with the proceeds of such purchase to be used by the Company to partially repay a loan due to RMB Australia Holdings Limited (“RMB”) by Neutron (the “RMB Loan”); and

WHEREAS, the Purchaser desires to purchase and the Company desires to sell up to an additional $15,000,000 in Common Stock, for the purpose of funding the Neutron Budget and the Company Budget, both as defined below;

NOW, THEREFORE, in consideration of the promises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

“Acquisition Shares” shall have the meaning provided in Section 2.2.

“Affiliate” means, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person. For purposes of the foregoing, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, a Subsidiary of any Person shall be deemed to be an Affiliate of such Person, and such Person shall be deemed to be an Affiliate of such Subsidiary.

“Agreement” shall have the meaning provided in the Preamble.

“Alternate Share Price” means the lower of (i) the Share Price or (ii) the VWAP for the twenty (20) Trading Days preceding the Merger Closing.

“Cebolleta Agreement” means the amendment of mining lease and agreement, dated as of February 12, 2012, among the Company, Neutron and the other parties thereto, documenting certain changes to the Cebolleta property agreements and the payments related thereto.

“Closing Dates” shall mean the Tranche I Closing Date, the Tranche II Closing Date, if applicable, and the Merger Financing Closing Date.

“Common Stock” shall have the meaning provided in the Recitals.

“Company” shall have the meaning provided in the Preamble.

“Company Budget” means a detailed 12-month budget for calendar year 2012 for the Company, including pre-Merger and post-Merger operation of the Company, which covers with specificity the exploration, development, management and operation of the Company’s properties and the detailed budget relating to such activities, prepared by the Company and approved by the Board of Directors of the Company and Purchaser.

“Company Stockholder Approval” means the affirmative vote in favor of the Merger and the issuance of Acquisition Shares by the Company in connection therewith, by the holders of a majority of the outstanding shares of Common Stock.

“Estimates” shall have the meaning provided in the definition of “Material Adverse Effect.”

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“GAAP” means United States generally accepted accounting principles.

“Initial Private Placement” shall have the meaning provided in Section 2.1.

“Material Adverse Effect” means, with respect to the Company or Neutron, any fact, circumstance, change, event, occurrence or effect that is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), operations or results of operations of such party, its Subsidiaries and its material joint ventures, taken as a whole, other than any such fact, circumstance, change, event, occurrence or effect relating to (i) the announcement of the execution of the Merger Agreement or the transactions contemplated thereby, (ii) changes, circumstances or conditions generally affecting the international or national uranium mining industry, (iii) actions taken or omitted to be taken with the prior written consent of the Company (in the case of actions or omissions taken by Neutron) or Neutron (in the case of actions or omissions taken by the Company) (iv) changes in general economic conditions in the United States, (v) changes in generally applicable laws or regulations (other than orders, judgments or decrees against such party, any of its Subsidiaries or any of its material joint ventures), (vi) changes in GAAP, (vii) any change in the trading price or volume of a party’s equity securities, either (A) related to the Merger Agreement or the announcement thereof, or (B) primarily resulting from a fact, circumstance, change, event, occurrence excluded from this definition of Material Adverse Effect, (viii) any failure by a party to meet any internal or published projections, forecasts or revenue or synergy or earnings predictions (collectively “Estimates”) (it being understood that the foregoing shall not prevent a party from asserting that any fact, circumstance, change, event, occurrence or effect that may have contributed to such change in trading prices or Estimates independently constitutes a Material Adverse Effect), or (ix) with respect to Neutron, (1) the fact that Neutron has substantially no cash, current assets or sources of revenue, and has significant liabilities and obligations under the Existing Senior Loan Documents (as defined in the Neutron Funding Agreement) and the Budget (“Current Financial Condition”); (2) the change in the financial condition of Neutron from the date of the Most Recent Balance Sheet to the Current Financial Condition (as such terms are defined in the Merger Agreement); and (3) the effect of any additional liabilities incurred pursuant to transactions contemplated by the Neutron Funding Agreement and the other Transaction Agreements; provided, however, that such fact, circumstance, change, event, occurrence or effect referred to in clauses (ii) or (iii) above does not: (A) primarily relate only to (or have the effect of primarily relating only to) such party, its Subsidiaries and its material joint ventures, taken as a whole, or (B) have a materially disproportionate adverse effect on such party, its Subsidiaries and its material joint ventures, taken as a whole, compared to other companies of similar size operating in the industry in which such party, its Subsidiaries and its material joint ventures operate.

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“Merger” shall have the meaning provided in the Recitals.

“Merger Agreement” shall have the meaning provided in the Recitals.

“Merger Closing” shall have the meaning provided in the Recitals.

“Merger Corp.” shall have the meaning provided in the Recitals.

“Merger Financing” shall have the meaning provided in the Recitals.

“Merger Financing Closing Conditions” shall mean the conditions to closing set forth in Section 6.2.

“Merger Financing Closing” shall mean the closing of the purchase and sale of the Acquisition Shares.

“Merger Financing Closing Date” shall mean the date of the Merger Financing Closing.

“NASDAQ” shall mean the NASDAQ Stock Market.

“Neutron” shall have the meaning provided in the Preamble.

“Neutron Budget” means a detailed 8-month budget for Neutron for the period beginning January 1, 2012, which covers with specificity the exploration, development, management and operation of Neutron’s properties and the detailed budget relating to such activities,  prepared by Neutron and approved by Purchaser and the Company.

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“Neutron Funding Agreement” means the Credit and Funding Agreement, dated as of the date hereof, between the Company and Neutron.

“Offerings” shall mean the Initial Private Placement and the Merger Financing.

“Person” means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company, unlimited liability company or joint stock company), firm or other enterprise, association, organization, entity or governmental entity.

“Purchaser” shall have the meaning provided in the Preamble.

“Registration Rights Agreement” means the registration rights agreement dated the date hereof with respect to the Shares between the Company and Purchaser.

“RMB” shall have the meaning provided in the Recitals.

“RMB Agreement” means the Forbearance and Debt Conversion Agreement, dated as of the date hereof, among the Company, Neutron and RMB.

“RMB Loan” shall have the meaning provided in the Recitals.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Share Price” shall mean $0.9747 (which is equal to the VWAP for the forty (40) Trading Days prior to February 24, 2012, up to, and including, February 24, 2012).

“Shares” means the Tranche I Shares, the Tranche II Shares and the Acquisition Shares.

“Stockholders’ Agreement” means the stockholders’ agreement dated the date hereof between the Company and the Purchaser.

“Subsidiary” shall mean, when used with reference to any Person, any Person of which such Person (either alone or through or together with any other Subsidiary) either owns, directly or indirectly, fifty percent (50%) or more of the outstanding capital stock or other equity interests the holders of which are generally entitled to vote for the election of directors or members of any other governing body of such Person or, in the case of a Person that is a partnership, is a general partner of such partnership, or any Person the accounts of which such party is required to consolidate in its own financial statements under the generally accepted accounting principles applicable to such Person.

“Trading Day” means a day on which the public stock exchange on which the shares of Common Stock are principally traded is open and on which shares of Common Stock are traded.

“Tranche I Closing” shall have the meaning provided in Section 2.1(a).

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“Tranche I Closing Conditions” shall mean the conditions to closing set forth in Section 6.1 with respect to the Tranche I Closing.

“Tranche I Closing Date” shall mean the closing date of the Tranche I Closing.

“Tranche I Shares” shall have the meaning provided in Section 2.1(a).

“Tranche II Closing” shall have the meaning provided in Section 2.1(b).

“Tranche II Closing Date” shall mean the closing date of the Tranche II Closing.

“Tranche II Shares” shall have the meaning provided in Section 2.1(b).

“Transaction Agreements” shall mean this Agreement, the Stockholders’ Agreement, the Registration Rights Agreement, the Merger Agreement and the various other agreements related to the Merger and the transactions contemplated by the Merger Agreement, including the RMB Agreement, the Neutron Funding Agreement, the Transaction Cost Settlement Agreements and the Cebolleta Agreement.

“Transaction Cost Settlement Agreements”  means the agreements, dated as of the date hereof, among the Company, Neutron and those parties identified therein which obligate the Company, subject to the terms and conditions set forth therein, to issue not more than 1,000,000 shares of Common Stock in full satisfaction of Neutron’s obligations to such parties.

“VWAP” means Volume-Weighted Average Price, being the price per share of Common Stock calculated by dividing (x) an amount equal to the total value of shares of Common Stock traded during a particular time period, by (y) an amount equal to the total volume of shares of Common Stock traded over that particular time period, which shall be based on the price and volume quotes provided by the applicable public stock exchange and published by Bloomberg, which amount shall be calculated by the Purchaser and deemed to be accurate absent manifest error.

ARTICLE II

AGREEMENT TO PURCHASE AND SELL INITIAL SHARES AND ACQUISITION SHARES

2.1           Initial Private Placement.  The Purchaser hereby agrees to purchase and the Company hereby agrees to sell, subject to the terms and conditions set forth herein, up to $15,000,000 in Common Stock (the “Initial Private Placement”), with the transaction to be made in two tranches as follows:

(a)           Upon satisfaction of all Tranche I Closing Conditions and within ten (10) business days after the date of this Agreement, Purchaser shall purchase that number of shares of Common Stock equal to: (i) $10,000,000 divided by (ii) the Share Price (the “Tranche I Shares”).  Closing of the purchase and sale of the Tranche I Shares (the “Tranche I Closing”) shall occur within ten (10) business days after the execution of this Agreement or, if later, satisfaction of all Tranche I Closing Conditions; provided, however, that the number of Tranche I Shares shall not exceed, and shall be capped, at 19.9% of the total number of shares of Common Stock outstanding prior to giving effect to the issuance of the Tranche I Shares unless and until the Company Stockholder Approval has been obtained.

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(b)           Upon satisfaction of all Merger Financing Closing Conditions and upon receipt of the written request of the Company, which request may or may not be made at the option of the Company in its sole discretion, Purchaser shall purchase that number of shares of Common Stock equal to (i) $5,000,000 divided by (ii) the Alternate Share Price (the “Tranche II Shares”).  Closing of the purchase and sale of the Tranche II Shares (the “Tranche II Closing”) shall occur within ten (10) business days after the later of the Merger Financing Closing Date and the receipt of the Company’s written offer to sell the Tranche II Shares to Purchaser.

2.2           Merger Financing.  The Purchaser hereby agrees to purchase and the Company hereby agrees to sell, subject to the terms and conditions set forth herein, upon satisfaction of all Merger Financing Closing Conditions and concurrent with the Merger Closing, that number of shares of Common Stock equal to: (i) $20,000,000 divided by (ii) the Share Price; provided however, that in no event shall the number of such shares of Common Stock  purchased by the Purchaser in the Merger Financing equal less than 24,638,673 shares or more than 33,000,000 shares, regardless of the Share Price (the “Acquisition Shares”).

2.3           Closings.  The Tranche I Closing, the Merger Financing Closing, and the Tranche II Closing (if any), each as contemplated under this Agreement, will take place at the offices of Davis Graham & Stubbs LLP, 1550 Seventeenth Street, Suite 500, Denver, Colorado 80202 in accordance with the terms and conditions, and subject to the satisfaction or waiver (to the extent permitted by this Agreement and applicable law) of the conditions set forth in Article VI, or at such other place, date and time as the Purchaser and the Company shall agree in writing.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS BY PURCHASER

The Purchaser hereby represents and warrants to, and covenants with, the Company that the following are true and correct as of the date of this Agreement and will be true and correct as of the Tranche I Closing Date, the Tranche II Closing Date, if applicable, and the Merger Financing Closing Date as though made as of such dates, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

3.1           The Purchaser recognizes that: (i) the purchase of the Shares involves a high degree of risk, is speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and/or the Shares; (ii) the Purchaser may not be able to liquidate its investment; (iii) transferability of the Shares is limited; and, (iv) in the event of a disposition of the Shares, the Purchaser could sustain the loss of its entire investment.

3.2           The Purchaser represents that the Purchaser is an “accredited investor”, as indicated by the Purchaser’s responses to the questions contained in Appendix A, attached hereto.

3.3           The Purchaser represents and warrants that the Purchaser has been furnished by the Company during the course of this transaction with all information regarding the Company and Neutron which the Purchaser, as well as its investment advisor, attorney and/or accountant, has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company and Neutron concerning the terms and conditions of the Offerings, and has received any additional information which the Purchaser has requested concerning the terms and conditions of the Offerings, the Company and Neutron.

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3.4           The Purchaser has relied solely upon the information provided by the Company and Neutron in making its decision to invest in the Shares and has not relied upon any other representation or other information (whether oral or written) from any other third party.

3.5           The Purchaser represents that no Shares were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Purchaser did not:  (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.

3.6           The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon the Purchaser’s investment intention.  In this connection, the Purchaser hereby represents that the Purchaser is purchasing the Shares for its own account for investment purposes only and not with a view toward the resale or distribution to others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Shares to any other person.

3.7           The Purchaser consents to the placement of a legend on any certificate or other document evidencing the Shares substantially as set forth below, that such Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement.  The Purchaser is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Shares.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY BLUE SKY” OR STATE SECURITIES LAWS, AND THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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3.8           The Purchaser agrees to supply the Company, within five (5) business days after the Purchaser receives the request therefore from the Company, with such additional information concerning the Purchaser as the Company deems necessary or advisable.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company hereby represents and warrants to, and covenants with, the Purchaser that the following are true and correct as of the date of this Agreement and will be true and correct as of the Tranche I Closing Date, the Tranche II Closing Date, if applicable, and the Merger Financing Closing Date as though made as of the such dates, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

4.1           The Company agrees that the representations, warranties and covenants made by the Company and the Merger Corp. to Neutron in the Merger Agreement are repeated herein to and for the benefit of Purchaser as if fully set forth herein.  The Purchaser may rely on such representations, warranties and covenants as fully as if they were set forth herein.  Such representations, warranties and covenants shall form an integral part of this Agreement and shall survive the Closing Dates.

4.2           The Tranche I Shares to be issued at the Tranche I Closing and the issuance thereof have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable.  The Tranche II Shares and the Acquisition Shares and the issuance thereof have been duly authorized, subject to the receipt of the Company Stockholder Approval, and, when issued and delivered in accordance with the terms of this Agreement will have been validly issued and will be fully paid and nonassessable.  The Shares are issued free and clear of any lien or other encumbrance, and the issuance of the Shares will not be subject to any preemptive or other similar right.

4.3           The Company has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, with respect to the Tranche II Shares and the Acquisition Shares, subject to the receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby.  The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated, other than, with respect to the Tranche II Shares and the Acquisition Shares, the Company Stockholder Approval.  This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Purchaser, constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally.

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4.4           The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, do not and will not, subject to obtaining the Company Stockholder Approval with respect to the issuance of the Tranche II Shares and the Acquisition Shares, (i) contravene, conflict with or result in a violation or breach of any provision of the Company’s Certificate of Incorporation and bylaws or the organizational documents of any of the Company’s Subsidiaries, (ii) contravene, conflict with or result in a violation or breach of any provisions of any law applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require any consent or other action by any Person under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, amendment, acceleration, triggering or cancellation or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any contract binding upon the Company or any of its Subsidiaries, or (iv) result in the creation or imposition of any lien on any asset of the Company or any of its Subsidiaries, other than such exceptions in the case of clause (ii) or (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company.

4.5           The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not, and shall not, require any approval, action by or in respect of, filing with or notification to, any governmental entity, to be made or obtained by the Company or its Subsidiaries, except for (i) any filing with the SEC by the Company required to be made by the Company pursuant to the Exchange Act in connection with the Merger and the Offerings and the transactions contemplated thereby, (ii) such other filings, authorizations, decisions or orders as may be required by the rules and regulations of NASDAQ or any state securities or blue sky laws, (iii) such other filings specified in the Merger Agreement, and (iv) any other approvals or permits, which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company.

4.6           The Company and its Subsidiaries have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finder’s fees or agent’s commissions or any similar charges in connection with the Merger Agreement or this Agreement or any transaction contemplated hereby.

4.7           Neither the Company nor its Subsidiaries nor any agent acting on behalf of the Company or its Subsidiaries has taken or will take any action which might cause the Merger Agreement or this Agreement to violate applicable laws, as in effect on the Closing Dates.  All offers and sales of capital stock, securities and notes of the Company in the past two (2) years have been conducted and completed by the Company in compliance with applicable laws in all material respects.

4.8           There is no action, suit, proceeding, judgment, claim or investigation pending or threatened against the Company or any of its Subsidiaries which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by the Merger Agreement or this Agreement, and to the knowledge of the Company there is no basis for the assertion of any of the foregoing.  Neither the Company nor any Subsidiary is subject to any order which would reasonably be expected to have a Material Adverse Effect on the Company.

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4.9           The Company and its Affiliates have not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares or affect the price at which the Shares may be issued or resold.

4.10           The Shares are being offered and sold pursuant to the registration exemption provided by Section 4(2) of the Securities Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder.  The Company has not taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Regulation D or Section 4(2) of the Securities Act and knows of no reason why any such exemption would be otherwise unavailable to it. Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offer of the Shares pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions, including, without limitation, under any applicable listing rules and regulations which would impair the exemptions relied upon in the Offerings or the Company’s ability to timely comply with its obligations hereunder, nor will the Company nor any of its Affiliates take any action or steps that would cause the offer or issuance of the Shares to be integrated with other offerings which would impair the exemptions relied upon in the Offerings or the Company’s ability to timely comply with its obligations hereunder.  The Company will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Shares, which would impair the exemptions relied upon in the Offerings or the Company’s ability to timely comply with its obligations hereunder.

4.11           The proceeds from the Initial Private Placement shall be used by the Company solely for the purpose of funding the Neutron Budget and the Company Budget.  The proceeds of the Merger Financing shall be used, concurrent with the Merger Closing, to partially repay the RMB Loan.

4.12           The Company shall not materially amend, modify, supplement or revise the Company Budget or otherwise deviate from the Company Budget by more than ten percent with respect to any one line item or by more than five percent in the aggregate, in each case at any time, without the prior consent of the Purchaser, not to be unreasonably withheld or delayed.  The Company shall provide to the Purchaser from time to time such data, reports and information regarding the condition or operations, financial or otherwise, of the Company and its properties as well as the Company’s compliance with the Company Budget as the Purchaser may from time to time reasonably request.

4.13           The Company’s executive officers and directors understand the nature of the Shares being sold hereby and recognize that the issuance of the Shares will have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company.  The board of directors of the Company has concluded in its good faith business judgment that the issuance of the Shares is in the best interests of the Company.  The Company specifically acknowledges that its obligation to issue the Tranche I Shares and the Acquisition Shares, is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

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4.14           There are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to arise between the Company and the accountants and lawyers presently employed by the Company, including but not limited to disputes or conflicts over payment owed to such accountants and lawyers, nor have there been any such disagreements during the two years prior to the closing of the Offerings.

4.15           Neither the Company, nor to the knowledge of the Company, any director, officer, employee, agent, representative or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses or payments related to foreign, domestic or tribal political activity, (ii) made, authorized, offered or promised any unlawful payment to foreign, domestic or tribal government officials, employees or representatives or to any foreign, domestic or tribal political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is  in violation of law, or (iv) violated in any respect any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF NEUTRON

Neutron hereby represents and warrants to, and covenants with, the Purchaser that the following are true and correct as of the date of this Agreement and will be true and correct as of the Tranche I Closing Date, the Tranche II Closing Date, if applicable, and the Merger Financing Closing Date as though made as of the such dates, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

5.1           Neutron agrees that the representations, warranties and covenants made by Neutron to the Company and the Merger Corp. in the Merger Agreement are repeated herein to and for the benefit of Purchaser as if fully set forth herein.  The Purchaser may rely on such representations, warranties and covenants as fully as if they were set forth herein.  Such representations, warranties and covenants shall form an integral part of this Investment Agreement and shall survive the closing of the purchase and sale of the Shares.

5.2           There is no action, suit, proceeding, judgment, claim or investigation pending or threatened against Neutron or any of its Subsidiaries which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by the Merger Agreement or this Agreement, and to the knowledge of the Company there is no basis for the assertion of any of the foregoing.  Neither Neutron nor any Subsidiary is subject to any judgment, injunction, or order which could reasonably be expected to have a Material Adverse Effect on Neutron.

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5.3           Neutron and its Subsidiaries have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finders fees or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby, other than fees and expenses payable to Roth Capital Partners, LLC in connection with the Merger.

5.4           Neutron shall not materially amend, modify, supplement or revise the Neutron Budget or otherwise deviate from the Neutron Budget by more than five percent at any time without the prior consent of the Purchaser, not to be unreasonably withheld or delayed.  Neutron shall provide to the Purchaser from time to time such data, reports and information regarding the condition or operations, financial or otherwise, of Neutron and its properties as well as Neutron’s compliance with the Neutron Budget as the Purchaser may from time to time reasonably request.

ARTICLE VI

CONDITIONS TO CLOSING

6.1           Tranche I Closing.

(a)           Conditions to Obligations of Purchaser.  The obligation of the Purchaser to effect the Tranche I Closing shall be subject to the satisfaction at or prior to the Tranche I Closing, of each of the following conditions:

(i)           The representations and warranties of the Company and Neutron contained in this Agreement shall be true and correct as of the date of this Agreement and the Tranche I Closing Date as if made on such date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date);

(ii)           The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it prior to the Tranche I Closing;

(iii)           Between the date of this Agreement and the Tranche I Closing, nothing shall have occurred that has had or would be reasonably expected to have a Material Adverse Effect on the Company or Neutron;

(iv)           All Transaction Agreements shall have been duly executed and delivered by each party thereto, shall be in form and substance satisfactory to Purchaser, and shall remain in full force and effect; and, no default, event of default or breach shall be outstanding or alleged under any Transaction Agreement;

(v)           Purchaser shall have approved the Neutron Budget and the Company Budget;

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(vi)           RMB shall have extended the expiry of the RMB Loan to the Merger Closing and shall have agreed to forebear from declaring a default or event of default or foreclosing on the RMB Loan, all on terms and conditions satisfactory to the Purchaser;

(vii)           The Company shall have received all approvals and consents necessary to consummate the Tranche I Closing, including the approval of the Tranche I Shares for trading on NASDAQ, subject to official notice of issuance;

(viii)           The Company shall deliver or cause to be delivered to the Purchaser certificates evidencing the Tranche I Shares, duly authorized, issued, fully paid and non-assessable, registered in the name of the Purchaser or as the Purchaser shall otherwise designate;

(ix)           The Company shall have provided a favorable legal opinion of counsel to the Company, in a form satisfactory to the Purchaser, which shall include opinions in respect of customary corporate and securities laws matters;

(x)           The Company shall have provided certificates of a senior officer of each of the Company and Neutron, in form and substance satisfactory to the Purchaser, certifying as follows:

(A)           that attached to such certificate is a true and complete copy of the certificate of incorporation and bylaws, as amended, of the Company and each of its Subsidiaries or Neutron and each of its Subsidiaries, as applicable, including any and all certificates of designation;

(B)           that attached thereto are true and complete copies of the resolutions of the board of directors of the Company or Neutron, as applicable, authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated hereby and thereby including, with respect to the Company, the authorization and issuance of the Shares; and

(C)           the names and true signatures of the officers and directors of the Company or Neutron, as applicable, signing this Agreement and all other Transaction Agreements to which it is a party;

(xi)           The Company shall have provided to Purchaser a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated as of the Tranche I Closing Date certifying that the Company has complied in all material respects with its covenants herein and that the Company is in compliance with all laws and regulations (including with respect to corporate and securities matters) except as would not reasonably be expected to have a Material Adverse Effect on the Company;

(xii)           Neutron shall have provided to Purchaser a certificate of two officers dated as of the Tranche I Closing Date certifying that Neutron has complied with its covenants herein, that Neutron is in compliance with all laws and regulations (including with respect to corporate and securities matters) except as would not reasonably be expected to have a Material Adverse Effect on Neutron; and

13

(xiii)           Each of the Company, Neutron and RMB shall have performed and complied in all material respects with all covenants and agreements required by any Transaction Agreement to which any of them is a party to be performed or complied with by it prior to the Tranche I Closing.

The foregoing conditions precedent are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in writing at any time, in which event the Parties shall have no further liability. If any of the said conditions shall not be complied with or waived by Purchaser on or before March 15, 2012, then the Purchaser may rescind and terminate its obligations to purchase the Shares pursuant to this Agreement by written notice to the Company.

(b)           Conditions to Obligations of the Company.  The obligations of the Company to effect the Tranche I Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company:

(i)           The representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the date of Tranche I Closing as if made on such date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date);

(ii)           The Purchaser shall have performed and complied in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it prior to the Tranche I Closing; and

(iii)           At or prior to the Tranche I Closing Date, the Purchaser shall deliver or cause to be delivered to the Company payment of the purchase price for the Tranche I Shares, by wire transfer of immediately available funds to an account designated in writing by the Company at least three (3) business days prior to the Tranche I Closing Date; and

(iv)           The Tranche I Shares shall have been authorized for trading on NASDAQ, subject to official notice of issuance.

The foregoing conditions precedent are for the exclusive benefit of the Company and may be waived, in whole or in part, by the Company in writing at any time, in which event the Parties shall have no further liability.  If any of the said conditions shall not be complied with or waived by the Company on or before March 15, 2012, then the Company may rescind and terminate this Agreement by written notice to Purchaser.

6.2           Merger Financing Closing and Tranche II Closing.

14

(a)           Conditions to Obligations of Purchaser.  The obligations of the Purchaser to effect the Merger Financing Closing and the Tranche II Closing shall be subject to the satisfaction at or prior to the Merger Financing Closing and the Tranche II Closing, respectively, of each of the following conditions:

(i)           The representations and warranties of the Company and Neutron contained in this Agreement shall be true and correct as of the date of this Agreement and the Merger Financing Closing Date or the Tranche II Closing Date, as applicable, as if made on such date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date);

(ii)           The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it prior to the Merger Financing Closing or Tranche II Closing, as applicable;

(iii)           Between the date of this Agreement and the Merger Financing Closing Date or Tranche II Closing Date, as applicable, nothing shall have occurred that has had or could be reasonably expected to have a Material Adverse Effect on the Company or Neutron;

(iv)           All conditions to the closing of the Merger under the Merger Agreement shall have been satisfied and fulfilled and the Merger shall have closed and been consummated by the parties thereto;

(v)           All Transaction Agreements shall remain in full force and effect and the Company and Neutron shall not be in default of any obligation thereunder;

(vi)           All warrants to acquire common stock of Neutron held by RMB, whether issued or not, shall have been cancelled;

(vii)           The Company shall have received all approvals necessary to consummate the Merger and the Merger Financing, including the approval of the Board of Directors of the Company, the Company Stockholder Approval and the approval of the Acquisition Shares or the Tranche II Shares, as applicable, for trading on NASDAQ, subject to official notice of issuance;

(viii)           The Company shall deliver or cause to be delivered to the Purchaser certificates evidencing the Acquisition Shares or the Tranche II Shares, as applicable, duly authorized, issued, fully paid and non-assessable, registered in the name of the Purchaser or as designated by the Purchaser;

(ix)           The Company and Neutron shall be in compliance with the Company Budget and the Neutron Budget, respectively.

15

(x)           The Company shall have provided a favorable legal opinion of counsel to the Company, in a form satisfactory to Purchaser, which shall include opinions in respect of customary corporate and securities laws matters;

(xi)           The Company shall have provided certificates of a senior officer of each of the Company and Neutron, in form and substance satisfactory to the Purchaser, certifying as follows:

(A)           that attached to such certificate is a true and complete copy of the certificate of incorporation and bylaws, as amended, of the Company and each of its Subsidiaries or Neutron and each of its Subsidiaries, as applicable, including any and all certificates of designation;

(B)           that attached thereto are true and complete copies of the resolutions of the board of directors of the Company or Neutron, as applicable, authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated hereby and thereby including, with respect to the Company, the authorization and issuance of the Shares; and

(C)           the names and true signatures of the officers and directors of the Company or Neutron, as applicable, signing Transaction Agreements to which it is a party in connection with the Merger Financing Closing or Tranche II Closing, as applicable;

(xii)           The Company shall have provided to Purchaser a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated as of the Closing Date certifying that the Company has so complied in all material respects with its covenants herein, that the Company is in compliance with all laws and regulations (including with respect to corporate and securities matters) except as would not reasonably be expected to have a Material Adverse Effect on the Company, and that, with respect to the Company, all material information regarding the Company, the Merger and related transactions has been disclosed to Purchaser and has been publicly disclosed;

(xiii)           Neutron shall have provided to Purchaser a certificate of two officers dated as of the Merger Financing Closing Date or the Tranche II Closing Date, as applicable, certifying that Neutron has complied with its covenants herein, that Neutron is in compliance with all laws and regulations (including with respect to corporate and securities matters) except as would not reasonably be expected to have a Material Adverse Effect on Neutron, and that, with respect to Neutron all material information regarding Neutron, the Merger and related transactions has been disclosed to Purchaser and has been publicly disclosed;

(xiv)           Each of the Company, Neutron and RMB shall have performed and complied in all material respects with all covenants and agreements required by any Transaction Agreement to which any of them is a party to be performed or complied with by it prior to the Merger Financing Closing or Tranche II Closing, as applicable;

16

(xv)           Any consents, waivers, permits, orders and approvals of any governmental authority and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the transaction contemplated by the Merger Agreement and this Agreement, shall have been obtained or satisfied; and

(xvi)           The RMB Loan shall be repaid and terminated in accordance with the RMB Agreement and all liens and encumbrances on property or assets of Neutron shall be terminated and released.

The foregoing conditions precedent are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in writing at any time, in which event the Parties shall have no further liability. If any of the said conditions shall not be complied with or waived by Purchaser on or before August 22, 2012, then the Purchaser may rescind and terminate its obligations to purchase the Acquisition Shares and the Tranche II Shares pursuant to this Agreement by written notice to the Company.

(b)           Conditions to the Obligation of the Company.  The obligations of the Company to effect the Merger Financing Closing and the Tranche II Closing shall be subject to the satisfaction at or prior to the Merger Financing Closing and the Tranche II Closing, respectively, of each of the following conditions, any of which may be waived, in writing, by the Company:

(i)           The representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the date of Merger Financing Closing or the Tranche II Closing, as applicable, as if made on such date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date);

(ii)           The Purchaser shall have performed and complied in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it prior to Merger Financing Closing or the Tranche II Closing, as applicable;

(iii)           All warrants to acquire common stock of Neutron held by RMB, whether issued or not, shall have been cancelled;

(iv)           At or prior to the Merger Financing Closing Date or the Tranche II Closing Date, as applicable, the Purchaser shall deliver or cause to be delivered to the Company payment of the purchase price for the Acquisition Shares or the Tranche II Shares, as applicable, by wire transfer of immediately available funds to an account designated in writing by the Company;

(v)           Company Stockholder Approval has been obtained; and

17

(vi)           The Acquisition Shares or the Tranche II Shares, as applicable, shall have been authorized for trading on NASDAQ, subject to official notice of issuance.

The foregoing conditions precedent are for the exclusive benefit of the Company and may be waived, in whole or in part, by the Company in writing at any time, in which event the Parties shall have no further liability.  If any of the said conditions shall not be complied with or waived by the Company on or before August 22, 2012, then the Company may rescind and terminate this Agreement by written notice to Purchaser in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of the Company’s breach of this Agreement.

ARTICLE VII

MISCELLANEOUS

7.1           Any notice or other communication to a party given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefore.  Notices shall be deemed to have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to have been given or delivered when received.  The address for such notices and communications shall be as follows:

If to the Company:	Uranium Resources Inc. 405 State Highway 121 Bypass, Building A, Suite 110 Lewisville, Texas 75067 Attn.:  President Fax: (505) 842-8123
With a copy to:	Baker & Hostetler LLP 303 East 17th Avenue, Suite 1100 Denver, Colorado 80203-1264 Attn:           Alfred C. Chidester Fax: 303-861-7805
If to Neutron:	Neutron Energy, Inc. 9000 E. Nichols Avenue Suite 225 Englewood, Colorado 80112 Attn.: Edward M. Topham Fax: 303-531-0519
With a copy to:	Hogan Lovells US LLP One Tabor Center, Suite 1500 1200 Seventeenth Street Denver, Colorado 80202 Attention: Paul Hilton Fax: (303) 899-7333
If to the Purchaser:	Resource Capital Fund V L.P. 1400 Sixteenth Street, Suite 200 Denver, Colorado, 80202 Attn: Catherine J. Boggs Fax:           720-946-1450
With a copy to:	Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500, Denver, CO 80002 Attn:         Joel Benson Fax:           303-893-1379

18

7.2           Except as otherwise provided herein this Agreement shall not be changed, modified or amended except by a writing signed by all of the parties hereto, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged.

7.3           This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns.  This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

7.4           NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE EXCLUSIVE FORUMS FOR RESOLVING DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE EITHER THE COURTS OF THE STATE OF COLORADO IN AND FOR THE COUNTY OF DENVER OR THE FEDERAL COURTS FOR SUCH STATE AND COUNTY.  THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.

7.5           The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.  If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision unless so expressed herein.

7.6           It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

19

7.7           Each party waives the right to trial by jury with respect to any disagreement, dispute or claim between or among the parties or their Subsidiaries with respect to this Agreement or the transactions contemplated hereby or thereby, and each party agrees to pursue and resolve any such disagreement, dispute or claim in accordance with the terms and provisions set forth in Schedule 7.7 hereto, including resolution by binding arbitration as described in Schedule 7.7.  Interim, provisional and other judicial measures and remedies shall be available to the parties as described in Schedule 7.7.

7.8           The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

7.9           This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.  This Agreement may be validly executed and delivered by facsimile, portable document format (.pdf) or other electronic transmission, and a signature by facsimile, portable document format (.pdf) or other electronic transmission shall be as effective and binding as delivery of a manually executed original signature.

7.10           The parties hereto agree not to issue any public statement with respect to the Purchaser’s investment or proposed investment in the Company or the terms of any agreement or covenant between them without the prior written consent of the other party, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation, so long as the other party is given an opportunity to first review and comment on such disclosure.  If the Company or Neutron will refer to the Purchaser or any of its Affiliates in any public disclosure document, including any press release or any disclosure document to be filed with any governmental authority, including, without limitation, any disclosure relating to this Agreement or the Purchaser’s investment in the Company, the Company or Neutron, as applicable, shall first provide the Purchaser with a copy of such disclosure three days prior to release, and the Company or Neutron, as applicable, shall use its good faith efforts to incorporate the comments provided by the Purchaser into such disclosure.

7.11           Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.

7.12           The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby.

(a)           The Company agrees to indemnify and protect the Purchaser, its directors, partners, managers, members, owners, principals, shareholders, officers, employees, agents, consultants, attorneys and representatives and its successors and assigns, and to defend and hold them harmless from and against, any and all losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred as a result of (a) the breach by the Company of any of its representations, warranties or covenants contained in this Agreement or (b) any cause of action, suit or claim brought or made against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement, any other Transaction Agreements or any other certificate, instrument or document contemplated hereby or thereby.  To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, costs and expenses (including reasonable attorneys’ fees)  which is permissible under applicable law.

20

(b)           Neutron agrees to indemnify and protect the Purchaser, its directors, partners, managers, members, owners, principals, shareholders, officers, employees, agents, consultants, attorneys and representatives and its successors and assigns, and to defend and hold them harmless from and against, any and all losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred as a result of (a) the breach by Neutron of any of its representations, warranties or covenants contained in this Agreement or (b) any cause of action, suit or claim brought or made against the Purchaser by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement, any other Transaction Agreements or any other certificate, instrument or document contemplated hereby or thereby.  To the extent that the foregoing undertaking by Neutron may be unenforceable for any reason, Neutron shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, costs and expenses (including reasonable attorneys’ fees)  which is permissible under applicable law. 

[The rest of this page is left intentionally blank.]

21

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

RESOURCE CAPITAL FUND V L.P.
By:	Resources Capital Associates V L.P.,
	General Partner
By:	RCA V GP Ltd., General Partner
By:
	Catherine J. Boggs
	General Counsel
URANIUM RESOURCES, INC.
By:
	Donald C. Ewigleben
	President and Chief Executive Officer
NEUTRON ENERGY, INC.
By:
	Gary C. Huber
	President and Chief Executive Officer

22

APPENDIX A

CONFIDENTIAL INVESTOR QUESTIONNAIRE

The Purchaser, who desires to invest in the Company through the purchase of the Shares, as contemplated in the Investment Agreement of which this Appendix is a part, must carefully and accurately complete this questionnaire. The purpose of this questionnaire is to allow the Company to make a reasonable determination as to whether the Purchaser is qualified under applicable securities laws to purchase the Shares.

1.           ACCREDITED INVESTOR.   The Purchaser represents and warrants that he, she or it is an ‘Accredited Investor” and comes within one category marked below, and that for any category marked, Purchaser has truthfully set forth, where applicable, the factual basis or reason the Purchaser comes within that category.  ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL except as otherwise required by law.  The undersigned agrees to furnish any additional information which the Company deems necessary in order to verify the an­swers set forth below.

Category A__ The undersigned is an individual (not a partnership, corporation, etc.), whose individual net worth, or joint net worth with his or her spouse, pres­ently exceeds $1,000,000.

Explanation.  In calculating net worth, (i) the person’s primary residence shall not be included as an asset, (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability.

Category B__   The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000.00 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000.00 in each of those years (in each case including foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current year.

Category C__ The undersigned is a director or executive officer of the Company which is issuing and selling the Shares.

23

Category D__ The undersigned is a bank; a savings and loan association; insurance company; registered investment company; registered business development company; licensed small business investment company (“SBIC”); or employee benefit plan within the meaning of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or (c) is a self directed plan with investment decisions made solely by persons that are accredited investors. (describe entity)

 _________________________________________________________ .

Category E__ The undersigned is a private business development company as defined in section 202(a) (22) of the Investment Advisors Act of 1940. (describe entity)  ____________________________________________________ .

Category F__ The undersigned is either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Shares and with total assets in excess of $5,000,000.  (describe entity) _________________________________

___________________________________________________________

Category G__ The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares where the purchase is directed by a “sophisticated investor“ as defined in Regulation 506(b)(2­)(ii) under the Act.

Category H__ The undersigned is an entity (other than a trust) in which all of the equity owners are “accredited investors” within one or more of the above categories.  If relying upon this Category alone, each equity owner must complete a separate copy of this questionnaire.  (describe entity)

Category I __ The undersigned is not within any of the categories above and is therefore not an accredited investor.

The Purchaser agrees to notify the Company at any time on or prior to the purchase and issuance of the Shares in the event that the representations and warranties herein shall cease to be true, accurate and complete.

2           MANNER IN WHICH TITLE IS TO BE HELD (circle one)

(a)	Individual Ownership
(b)	Community Property
(c)	Joint Tenant with Right of
	Survivorship (both parties must sign)
(d)	*Partnership
(e)	Tenants in Common
(f)	*Company
(g)	*Trust
(h)	*Other ___________________ .

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*If the Purchaser is an entity asterisked above, please complete the attached Certificate of Signatory.

3           FINRA AFFILIATION

Are you affiliated or associated with an FINRA member firm (please check one):

Yes _________                                           No __________

If Yes, please describe:

_________________________________________________________

_________________________________________________________

25

EX-10.5

Exhibit 10.5

CREDIT AND FUNDING AGREEMENT

dated as of

March 1, 2012

among

NEUTRON ENERGY, INC.,

as Borrower,

CIBOLA RESOURCES LLC,

as Subsidiary Guarantor

and

URANIUM RESOURCES, INC.,

as Lender

TABLE OF CONTENTS
Page
ARTICLE 1           DEFINITIONS AND RULES OF CONSTRUCTION		1
Section 1.1	Defined Terms	1
Section 1.2	Terms Generally	8
Section 1.3	Accounting Terms; GAAP	8
Section 1.4	References to Time	9
Section 1.5	Resolution of Drafting Ambiguities	9
ARTICLE 2           THE CREDITS		9
Section 2.1	Funding Commitment	9
Section 2.2	Funding	9
Section 2.3	Termination and Reduction of Funding Commitment	9
Section 2.4	Repayment of Loans; Evidence of Debt	9
Section 2.5	Voluntary Prepayment of the Funding Loans	10
Section 2.6	Payments Generally	10
Section 2.7	Borrower Operating Budget	10
ARTICLE 3           INTEREST		10
Section 3.1	Interest	11
ARTICLE 4           REPRESENTATIONS AND WARRANTIES		11
Section 4.1	Organization; Powers	11
Section 4.2	Authorization; Enforceability	11
Section 4.3	Governmental Approvals; No Conflicts	11
Section 4.4	Compliance with Laws and Agreements	12
Section 4.5	Security Documents	12
Section 4.6	OFAC	12
Section 4.7	Incorporation of Representations and Warranties	13
ARTICLE 5           CONDITIONS		13
Section 5.1	Closing Date	13
Section 5.2	Extensions	14
ARTICLE 6           AFFIRMATIVE COVENANTS		15
Section 6.1	Financial Statements and Other Information	15

TABLE OF CONTENTS
(continued)
Page
Section 6.2	Notices of Material Events	16
Section 6.3	Existence; Conduct of Business	16
Section 6.4	Maintenance of Properties	16
Section 6.5	Books and Records; Inspection Rights	16
Section 6.6	Compliance with Laws	16
Section 6.7	Use of Proceeds	17
Section 6.8	Information Regarding Collateral	17
Section 6.9	Insurance	17
Section 6.10	Insurance Proceeds	18
Section 6.11	Further Assurances	18
ARTICLE 7           NEGATIVE COVENANTS		19
Section 7.1	Indebtedness	19
Section 7.2	Liens	19
ARTICLE 8           EVENTS OF DEFAULT		19
Section 8.1	Events of Default	19
Section 8.2	Remedies Upon Event of Default	20
Section 8.3	Application of Funds	20
ARTICLE 9           GUARANTEE		21
Section 9.1	Guarantee; Fraudulent Transfer, Etc.; Contribution	21
Section 9.2	Obligations Not Waived	22
Section 9.3	Security	22
Section 9.4	No Discharge or Diminishment of Guarantee	22
Section 9.5	Defenses of the Borrower Waived	23
Section 9.6	Agreement to Pay; Subordination	23
Section 9.7	Information	23
Section 9.8	Termination	24
ARTICLE 10           MISCELLANEOUS		24
Section 10.1	Notices	24
Section 10.2	Waivers; Amendments	25
Section 10.3	Expenses; Indemnity; Damage Waiver	25
Section 10.4	Successors and Assigns	26

- ii -

TABLE OF CONTENTS
(continued)
Page
Section 10.5	Survival	27
Section 10.6	Counterparts; Integration; Effectiveness; Electronic Execution	27
Section 10.7	Severability	27
Section 10.8	Right of Setoff	27
Section 10.9	Governing Law; Jurisdiction; Consent to Service of Process	28
Section 10.10	WAIVER OF JURY TRIAL	28
Section 10.11	Headings	29
Section 10.12	Intercreditor Agreement	29

- iii -

SCHEDULES:

Schedule 7.2 Existing Liens

EXHIBITS:

Exhibit A	Compliance Certificate
Exhibit B	Intercreditor Agreement
Exhibit C	Note
Exhibit D	Security Agreement

- iv -

This CREDIT AND FUNDING AGREEMENT (this “Credit Agreement”), dated as of March 1, 2012, is by and among NEUTRON ENERGY, INC., a Nevada corporation, as the Borrower, CIBOLA RESOURCES LLC, a Delaware limited liability company, as the Subsidiary Guarantor, and URANIUM RESOURCES, INC., a Delaware corporation, as the Lender.

WHEREAS, this Credit Agreement is being entered into in connection with that certain Agreement and Plan of Merger (“Merger Agreement”) by and among the Lender, URI Merger Corporation, a Nevada corporation and an indirect wholly owned subsidiary of the Lender (“Merger Sub”), and the Borrower, that provides for, among other things, a merger of Merger Sub with and into the Borrower.

WHEREAS, the Lender’s obligation to make Funding Loans under this Credit Agreement is conditioned on the Lender having received funding pursuant to that certain Investment Agreement by and between the Lender and Resource Capital Fund V L.P. (the “Investment Agreement”).

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1Defined Terms.  As used in this Credit Agreement, the following terms have the meanings specified below:

“Actual Assigns” means with respect to the Lender at any time (a) the Lender’s successor person or (b) another person to the extent that the Lender assigned (pursuant to the terms of this Credit Agreement) all or part of the Lender’s interest in the Funding Loans to such other party.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“After Acquired Property” has the meaning assigned to such term in Section 6.11(c).

“Agreement Date” means the date of this Credit Agreement.

“Availability Period” means the period from and including the Closing Date to but excluding the Maturity Date.

“Borrower” means Neutron Energy, Inc., a Nevada corporation.

“Borrower Account” means the control proceeds account: U.S. Bank no. 103690235926.

“Borrower Operating Budget” means the “Neutron Budget” as such term is defined in the Investment Agreement.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Denver, Colorado are authorized or required by law to remain closed.

“Capital Lease Obligations” of any Person means any lease of Property by a Person as lessee which in accordance with GAAP is required to be capitalized on the balance sheet of such Person and the amount of such obligations shall be the amount actually capitalized on the balance sheet.

“Closing Date” means the date on which the conditions specified in Section 5.1 are satisfied (or waived in accordance with Section 10.2).

“Collateral” means any and all “Collateral” as defined in any applicable Security Document.

“Compliance Certificate” means a certificate, substantially in the form of Exhibit A.

“Contested in Good Faith” means, with respect to any matter and the Borrower, that (a) the validity or amount of such matter is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect to such matter in accordance with GAAP and (c) the failure to make any payment with respect to such matter pending such contest would not reasonably be expected to result in a Material Adverse Effect.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Agreement” has the meaning assigned to such term in the preamble.

“Default” means any event or condition which constitutes an Event of Default or that upon notice, lapse of grace period or both would, unless cured or waived, become an Event of Default.

“dollars” or “$” refers to lawful money of the United States of America.

“Event of Default” means any of the events described in Section 8.1.

“Existing Senior Facility Agreement” means the Second Amendment Agreement to Facility Agreement by and among the Borrower, the Subsidiary Guarantor, the Senior Lender and RMB Resources Inc. dated July 11, 2011, as amended, modified, supplemented, restated or extended.

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“Existing Senior Loan Documents” means, collectively, the Existing Senior Facility Agreement and all guarantees, security agreements, control agreements, mortgages and other Transaction Documents (as defined in the Existing Senior Facility Agreement) executed and delivered in connection therewith.

“Financial Officer” means, with respect to any Person, the chief executive officer, chief financial officer, principal accounting officer, treasurer or comptroller of such Person.

“Fraudulent Transfer Laws” has the meaning assigned to such term in Section 9.1(c).

“Funding Commitment” means, with respect to the Lender, the commitment of the Lender to make the Funding Loans hereunder in an aggregate outstanding amount not to exceed the aggregate funding amounts set forth in the Borrower Operating Budget.

“Funded Indebtedness” means, with respect to any Person as of any date of determination, the sum of the following of such Person and its subsidiaries (in each case determined in accordance with GAAP) without duplication:  (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, notes or similar instruments; (c) all obligations under conditional sale or other title retention agreements relating to property or assets purchased by such Person; (d) all obligations to pay deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business which are paid within 90 days of their respective due dates); (e) all indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; (f) all Capital Lease Obligations, (g) all obligations, contingent or otherwise, as an account party in respect of letters of credit, letters of guaranty and bankers’ acceptances; (h) all indebtedness of any partnership of which such Person is a general partner except to the extent the terms of such indebtedness expressly provide that such Person is not liable therefor; and (i) all Guarantees of any of the foregoing.

“Funding Loans” means a loan referred to in Section 2.1 and made pursuant to Section 2.2.

“Funding Loans Rate” means, with respect to the Funding Loans, and for the respective interest period, a rate that equals the Funding Rate (as defined in and calculated pursuant to the Existing Senior Credit Facility), in each case as determined by the Lender.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation, provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.  The term “Guaranteed” has a meaning correlative thereto.  The amount of any Guarantee at any time shall be deemed to be an amount equal to the lesser at such time of (i) the stated or determinable amount of the primary obligation in respect of which such Guarantee is made (or, if not stated or determinable, the maximum reasonably anticipated amount of the obligations in respect of which such Guarantee is made) and (ii) the maximum amount for which the guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee.

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“Indebtedness” of any Person means, without duplication: (a) Funded Indebtedness and (b) all obligations outstanding under any synthetic leases, off balance sheet loan or similar off balance sheet financing of such Person where such obligations are considered borrowed money indebtedness for tax purposes but the transaction is classified as an operating lease in accordance with GAAP.

“Indemnitee” has the meaning assigned to such term in Section 10.3(b).

“Intercreditor Agreement” means the Intercreditor Agreement, substantially in the form of Exhibit B, by and among the Senior Lender, the Borrower and the Lender.

“Interest Payment Date” means the Maturity Date.

“Investment Agreement” has the meaning assigned to such term in the recitals.

“Lender” means Uranium Resources, Inc., a Delaware corporation.

“Lender Operating Budget” means the “Company Budget” as such term is defined in the Investment Agreement.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means this Credit Agreement, the Note and the Security Documents.

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“Material Adverse Effect” means (a) a material adverse effect on the business, assets, liabilities, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the legality, validity or enforceability of any Loan Document is affected in a manner that is material and adverse to the Lender, (c) the ability of the Borrower to perform its obligations under any Loan Document is affected in a manner that is material and adverse to the Lender, or (d) the rights of or benefits available to the Lender under any Loan Document is affected in a manner that is material and adverse to the Lender.

“Material Real Property” means real property located in the United States of America which is owned or leased by the Borrower.

“Maturity Date” means the earlier of (i) the Effective Time (as defined in the Merger Agreement) and (ii) October 31, 2012.

“Merger Agreement” has the meaning assigned to such term in the recitals.

“Merger Sub” has the meaning assigned to such term in the recitals.

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Obligations in form and substance reasonably satisfactory to Lender.

“Mortgaged Property” means each parcel of Material Real Property with respect to which a Mortgage is granted.

“Note” means the promissory note evidencing the Funding Loans payable to the Lender or its Actual Assigns substantially in the form of Exhibit C.

“Obligations” means, collectively, (a) the due and punctual payment of (i) principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Funding Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, fees, commissions, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower to the Secured Parties in each case under the Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower or its Subsidiaries under or pursuant to the Loan Documents.

“Operating Period” means the eight-month period commencing January 1, 2012 and terminating August 31, 2012.

“Organizational Documents” means the Articles of Incorporation and the Bylaws, of the Borrower, each as amended, modified supplement or restated.

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“Overdue Rate” means a rate that equals the Overdue Rate (as defined in and calculated pursuant to the Existing Senior Credit Facility), in each case as determined by the Lender.

“Patriot Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001  (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Permitted Encumbrances” means:

(a)Liens imposed by law for taxes, assessments or other governmental charges that are not yet due or are being Contested in Good Faith;

(b)landlords’, vendors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 120 days or are being Contested in Good Faith;

(c)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)deposits to secure the performance of bids, trade contracts (other than contracts for the payment of money), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds (or deposits made to otherwise secure an appeal, stay or discharge in the course of a legal proceeding), performance bonds and other obligations of a like nature, in each case incurred in the ordinary course of business;

(e)survey exceptions, subdivisions, easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower, in each case taken as a whole, and other encumbrances disclosed in any title opinion reasonably satisfactory to the Lender issued in respect of any Mortgage;

(f)any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business, provided that the same do not in any material respect impair the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries;

(g)licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the ordinary course of business, provided that the same do not in any material respect impair the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries;

(h)customary rights of set off, bankers’ liens, refunds or charge backs, under deposit agreements, the UCC or applicable law, of banks or other financial institutions where the Borrower or any of its Subsidiaries maintains deposit, securities or commodities accounts (other than deposits intended as cash collateral) in the ordinary course of business;

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(i)Liens securing Indebtedness permitted under Section 7.1;

(j)the filing of UCC financing statements solely as a precautionary measure in connection with operating leases;

(k)any Lien on any property or asset of the Borrower or any Subsidiary existing on the Agreement Date and set forth in Schedule 7.2;

(l)Liens arising under the Loan Documents or otherwise in favor of the Lender for the benefit of the Lender;

(m)Liens pertaining to or arising under the Existing Senior Loan Documents; and

(n)Liens not otherwise permitted hereunder in respect of obligations in an aggregate amount not to exceed $25,000 at any time outstanding.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Secured Obligations” has the meaning assigned to such term in the Security Agreement.

“Secured Parties” has the meaning assigned to such term in the Security Agreement.

“Security Agreement” means the Pledge and Security Agreement, substantially in the form of Exhibit D, among the Borrower and the Lender, for the benefit of the Secured Parties.

“Security Documents” means the Security Agreement, the Mortgages and each other security agreement, instrument or other document executed or delivered pursuant to this Credit Agreement or the Security Agreement to secure any of the Secured Obligations.

“Senior Lender” means RMB Australia Holdings Limited.

“subsidiary” means, with respect to any Person (the “parent”), as of any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power is or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent.

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“Subsidiary” means any direct or indirect subsidiary of the Borrower.

“Subsidiary Guarantor” means Cibola Resources LLC, a Delaware limited liability company.

“Transactions” means (a) the execution, delivery and performance by the Borrower of each Loan Document to which it is a party, (b) the borrowing of the Funding Loans, and (c) the use of the proceeds of the Funding Loans.

“UCC” has the meaning assigned to such term in the Security Agreement.

Section 1.2Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Credit Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Credit Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.3Accounting Terms; GAAP.  As used in the Loan Documents and in any certificate, opinion or other document made or delivered pursuant thereto, accounting terms not defined in Section 1.1, and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.  If at any time any change in GAAP would affect the computation of any financial requirement set forth in this Credit Agreement, the Lender and the Borrower shall negotiate in good faith to amend such requirement to reflect such change in GAAP, provided that, until so amended, all such financial requirements, standards and terms in this Credit Agreement shall continue to be computed and construed in accordance with GAAP prior to such change.

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Section 1.4References to Time.  Unless the context otherwise requires, references to a time shall refer to Eastern Standard Time or Eastern Daylight Savings Time, as applicable.

Section 1.5Resolution of Drafting Ambiguities.  The Borrower acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE 2

THE CREDITS

Section 2.1Funding Commitment.  Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, the Lender agrees to make the Funding Loans to the Borrower in dollars from time to time during the Availability Period in accordance with the Operating Budget and Section 2.2.

Section 2.2Funding.  Subject to Section 5.2, the Lender will make the Funding Loans available to the Borrower in accordance with the Operating Budget by promptly crediting or otherwise transferring the amounts to the Borrower Account; provided, however the Lender shall make such Funding Loans in an amount not less than the aggregate amount set forth in the Borrower Operating Budget for each month no later than one (1) Business Day prior to the first day of such month.  The Lender is not obligated to fund any amount which is not consistent with the Operating Budget and this Credit Agreement.  For freedom of doubt, in no event will the Lender have any obligation to fund any other cost, expense or liability of the Borrower or any of its Subsidiaries that is not otherwise expressly contemplated by the Operating Budget unless the Lender elects to fund any such cost, expense or liability.  The Borrower and the Lender acknowledge and agree that there is no assurance that the funding to be provided under the Operating Budget or this Credit Agreement will be sufficient to provide for all of the Borrower’s funding requirements.

Section 2.3Termination and Reduction of Funding Commitment.  Unless previously terminated, the Funding Commitment shall terminate on the last day of the Availability Period.

Section 2.4Repayment of Loans; Evidence of Debt.

(a)    Payment at Maturity.  The Borrower hereby unconditionally promises to pay to the Lender the then unpaid principal amount and interest on the Funding Loans on the Maturity Date.

(b)   Lender’s Records.  The Lender shall maintain an account or accounts evidencing the debt of the Borrower to the Lender resulting from the Funding Loans made by the Lender, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder.

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(c)       Presumptions.  The entries made in the accounts maintained pursuant to paragraph (b) of this  Section 2.4 shall, to the extent not inconsistent with any entries made in the Note, be prima facie evidence, absent manifest error, of the existence and amounts of the obligations recorded therein, provided that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Funding Loans in accordance with the terms of this Credit Agreement.

(d)      Notes.  The Funding Loans made by the Lender shall be evidenced by the Note.

Section 2.5        Voluntary Prepayment of the Funding Loans.  The Borrower shall have the right at any time and from time to time to prepay without premium or penalty any Funding Loans in whole or in part.

Section 2.6        Payments Generally.  The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal of Funding Loans, interest or fees, or of amounts payable under Section 10.3, or otherwise) prior to 1:00 p.m. on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender at its office at 405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, Texas 75067, or such other office as to which the Lender may notify the other parties hereto. The Lender shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

Section 2.7        Borrower Operating Budget.

(a)       The Borrower and the Lender hereby adopt and agree to the Borrower Operating Budget.

(b)       Within five Business Days of the last calendar day of each month in the Operating Period, the Borrower will deliver a written comparison to the Lender that sets forth in reasonable detail the actual operations of the Borrower during such month as compared to the estimates contained in the Operating Budget.

(c)       Any updates or revisions to the Borrower Operating Budget will be in accordance with the Investment Agreement.

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ARTICLE 3

INTEREST

Section 3.1        Interest.

(a)       The outstanding principal of the Funding Loans shall bear interest at the Funding Loans Rate.

(b)       Notwithstanding the foregoing, if any principal of or interest on any Funding Loans or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at the Overdue Rate.  In addition, notwithstanding the foregoing, if an Event of Default has occurred and is continuing and the Lender so notifies the Borrower, then, so long as such Event of Default is continuing, all outstanding principal of the Funding Loans shall, without duplication of amounts payable under the preceding sentence, bear interest, after as well as before judgment, at the Overdue Rate.

(c)       Accrued interest on the Funding Loans shall be payable in arrears on each Interest Payment Date for the Funding Loans, provided that interest accrued pursuant to paragraph (b) of this Section 3.1 shall be payable on demand.

(d)      Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender that:

Section 4.1        Organization; Powers.  The Borrower and its Subsidiaries are duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 4.2        Authorization; Enforceability.  The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, shareholder action of the Borrower.  Each Loan Document has been duly executed and delivered by the Borrower and, assuming the due authorization, execution and delivery by the Lender, constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 4.3        Governmental Approvals; No Conflicts.  The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) for filings, registrations and recordings necessary to perfect Liens created under the Loan Documents or (ii) for such consents, approvals, registrations or filings that have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate the Organizational Documents, (d) will not violate or result in a default under any indenture, mortgage, deed of trust, loan agreement, financing lease agreement, receivables purchase agreement to or similar securitization financing document (other than the Loan Documents) to which the Borrower or any of its Subsidiaries is a party or by which their respective properties is bound or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than Permitted Encumbrances), in each case other than in connection with the Existing Senior Loan Documents.

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Section 4.4        Compliance with Laws and Agreements.  The Borrower and its Subsidiaries are in compliance with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the Patriot Act, (b) all other laws, regulations and orders of any Governmental Authority applicable to it or its property, and (c) all indentures, agreements and other instruments binding upon it or its property, except in each of cases (b) and (c) above where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 4.5        Security Documents.

(a)       The Security Agreement creates in favor of the Lender a legal, valid and enforceable Security Interest (as defined in the Security Agreement) in the Collateral (as defined in the Security Agreement and including the proceeds thereof) and (i) when the Pledged Collateral (other than Uncertificated Equity Interests, as defined in the Security Agreement) are delivered to the Lender together with the proper endorsements, the Security Interest therein shall be perfected, and (ii) when each financing statement in the form attached to the Security Agreement is filed in the Applicable Filing Office (as defined in the Security Agreement), the Security Interest shall be a perfected to the extent the Security Interest may be perfected by the filing of a UCC financing statement.  The Collateral is not subject to any Lien other than Permitted Encumbrances.  The Security Interest is prior to all Liens other than Permitted Encumbrances.

(b)      Upon execution of the Mortgages, such Mortgages are effective to create in favor of the Lender a legal, valid and enforceable mortgage on the Mortgaged Property (as defined therein), and when such Mortgages have been recorded in the applicable recording office, such Mortgages will constitute a mortgage of record on such Mortgaged Property.  Subject to the exceptions listed in the title opinion covering the Mortgaged Property, such Mortgaged Property is not subject to any Lien other than Permitted Encumbrances.

Section 4.6        OFAC.  Neither the Borrower nor any of its Subsidiaries (a) is a Person whose property or interest in property is blocked or currently subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) knowingly engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise knowingly associated with any such person in any manner violative of such Section 2, or (c) is currently a person on the list of Specially Designated Nationals and Blocked Persons or is currently subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

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Section 4.7       Incorporation of Representations and Warranties.  The representations and warranties of the Borrower contained in the Merger Agreement are hereby incorporated herein by reference and such representations and warranties were true and correct, or will be true and correct, at the time they were or are made therein.

ARTICLE 5

CONDITIONS

Section 5.1        Closing Date.  The initial obligation of the Lender to make the Funding Loans shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):

(a)       Deliverables. The Lender shall have received the following, each of which shall be originals or, facsimiles or electronic transmissions in .pdf format (in the case of facsimiles or other electronic transmissions, followed reasonably promptly by originals) each properly executed by an authorized officer of the Borrower in form and substance reasonably satisfactory to the Lender:

(i)          executed counterparts of this Credit Agreement;

(ii)         the Note in favor of the Lender;

(iii)        each of the Security Agreement, the Mortgages, and any other Security Document required by the Lender in its reasonable discretion, and evidence that, substantially simultaneously with the closing of this Credit Agreement, all other actions, recordings and filings under the UCC shall be taken, completed or otherwise provided in a manner reasonably satisfactory to the Lender;

(iv)        copies of a recent UCC, tax, bankruptcy, and judgment lien search in each jurisdiction reasonably requested by the Lender with respect to the Borrower;

(v)         a certificate of the President or a Vice President and the Executive Chairman, Secretary or Assistant Secretary of the Borrower, dated the Closing Date:

(A)      attaching resolutions of its board of directors, general partner or other managing Person authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and effect and (y) no other resolutions relating to the Loan Documents or the Transactions have been adopted,

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(B)           certifying as to the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers,

(C)           attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation and each other jurisdiction in which it is qualified to do business; and

(D)           certifying that (x) all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party have been obtained and are in full force and effect, or (y)  no such consents, licenses or approvals are so required;

 (vi)         the Intercreditor Agreement, duly executed by the Senior Lender, and the Acknowledgment in the form annexed thereto, duly executed by the Borrower; and

 (vii)         the Merger Agreement, duly executed by the Borrower, the Lender and Merger Sub.

(b)      Closing Date Material Adverse Effect.  Since January 1, 2012, a Material Adverse Effect shall not have occurred and the Lender shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower to the foregoing effect.

(c)       Representations and Warranties; No Default.  Each of the representations and warranties contained in Article 4 are true and correct in all material respects (except to the extent such representations and warranties specifically relate to an earlier or later date, in which case such representations and warranties were true and correct at such earlier or later date) and no Default shall have occurred and be continuing.

(d)      Approvals and Consents.  All material consents and approvals of all Governmental Authorities and all other Persons required in connection with the execution, delivery and performance by the Borrower of the Loan Documents to which it is a party and the validity against the Borrower of such Loan Documents have been obtained and are in full force and effect.

(e)       Investment Agreement.  The Investment Agreement will be in full force and effect and the Lender will have received payments sufficient to make the Funding Loans after taking into account the Lender’s working capital needs as set forth in the Lender Operating Budget.

Section 5.2        Extensions.  The obligation of the Lender to make any Funding Loans is subject to the satisfaction of the conditions in Section 5.1 and the following conditions:

(a)       The Borrower will have complied and operated its business in accordance with, and will cause its Subsidiaries to comply and operate its business in accordance with, the Operating Budget.  The Borrower will have submitted all written comparisons required by Section 2.7(b).

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(b)      Each of the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct in all material respects, in each case on and as of such date as if made on and as of such date except to the extent that such representations and warranties relate to an earlier or later date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier or later date (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects).

(c)       At the time of and immediately after giving effect to the making of a Funding Loan, no Default shall have occurred and be continuing.

ARTICLE 6

AFFIRMATIVE COVENANTS

Until the principal of and interest on the Funding Loans and all fees and other amounts payable under the Loan Documents shall have been paid in full, the Borrowercovenants and agrees with the Lender that:

Section 6.1        Financial Statements and Other Information.  The Borrower will furnish or caused to be furnished to the Lender:

(a)       within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the consolidated and consolidating balance sheets and related statements of income and cash flows showing the financial condition of the Borrower and its Subsidiaries, as of the close of such fiscal quarter and the results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by its Financial Officer as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis materially in accordance with GAAP (but without footnotes), subject to normal year-end audit adjustments;

(b)      within 30 days after the end of each month (exclusive of any month that is the last month of a quarter), abbreviated monthly and year-to-date consolidatedand consolidating balance sheets and related statements of income and cash flows, showing in reasonable detail the financial condition of the Borrower and its Subsidiaries, as of the close of such month and the results of its operations during such month and the then elapsed portion of the fiscal year, all certified by its Financial Officer as fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries; and

(c)           concurrently with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate signed by a Financial Officer of the Borrower (i) containing either a certification that no Default or Event of Default exists or, specifying the nature of each such Default or Event of Default, the nature and status thereof and any action take or proposed to be taken with respect thereto, (ii) certifying that there have been no changes to the jurisdiction of organization nor legal name of the Borrower (except as permitted under the Loan Documents) since the date of the last Compliance Certificate delivered pursuant to this Credit Agreement and (iii) containing either a certification that there has been no change to the information disclosed in the Schedules to the Security Agreement or, after the delivery of the first certification delivered pursuant to this Section 6.1(c), as previously certified, or, if so, specifying all such changes.

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Section 6.2        Notices of Material Events.  The Borrower will furnish or cause to be furnished to the Lender prompt written notice of the following:

(a)       the occurrence of any Event of Default or Default, specifying the nature and extent thereof;

(b)       the filing or commencement of, in each case known to the Borrower, of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect;

(c)       (i) any casualty or other insured damage to any portion of any property owned or held by the Borrower or on behalf of itself or any of its Subsidiaries that would reasonably be expected to result in an aggregate loss in excess of $10,000, (ii) any portion of the Collateral is damaged or destroyed that individually or in the aggregate results in loss in excess of $10,000, or (iii) the commencement of any action or proceeding for the condemnation or other taking of any such property or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding.

Each notice delivered under this Section 6.2 shall be accompanied by a statement of a Financial Officer of the Borrower or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 6.3        Existence; Conduct of Business.  The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the material rights, licenses, permits, privileges, security clearances and franchises material to the conduct of its business.

Section 6.4        Maintenance of Properties.  The Borrower will, and will cause each of its Subsidiaries to, keep and maintain all property material to the conduct of its business and in substantially the same condition as of the date of this Credit Agreement, ordinary wear and tear excepted, except to the extent that the failure to so keep or maintain such property would not reasonably be expected to have a Material Adverse Effect.

Section 6.5        Books and Records; Inspection Rights.  The Borrower will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full and materially correct entries are made of all dealings and transactions in relation to its business and activities and (b) permit any representatives designated by the Lender and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accounting firm, all at such reasonable times and as often as reasonably requested.

Section 6.6        Compliance with Laws.  The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and maintain all permits and licenses necessary to conduct its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

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Section 6.7        Use of Proceeds.  The proceeds of the Funding Loans will be used only for working capital and other general corporate purposes consistent with the Operating Budget and the terms hereof.  Upon request by the Lender, the Borrower will promptly submit additional evidence satisfactory to the Lender that it is complying and operating its business in accordance with, and that its Subsidiaries are complying and operating their business in accordance with, the Operating Budget.

Section 6.8        Information Regarding Collateral.The Borrower will furnish to the Lender prompt written notice of any change in (a) the legal name or jurisdiction of incorporation or formation of the Borrower, (b) the location of the chief executive office of the Borrower, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf with an aggregate book value in excess of $10,000 or, except as provided in the applicable Security Documents, any office or facility at which Collateral owned or held by it or on its behalf with an aggregate book value in excess of $10,000 is located (including the establishment of any such new office or facility), (c) the identity or organizational structure of the Borrower such that a filed financing statement becomes misleading or (d) the Federal Taxpayer Identification Number or company organizational number of the Borrower.  The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Lender to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.

Section 6.9        Insurance.

(a)       The Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies, adequate insurance for its insurable properties, all to such extent and against such risks, as is customary with companies in the same or similar businesses operating in the same or similar locations and of same or similar size.

(b)       The Borrower will, and will cause each of its Subsidiaries to, promptly notify the Lender whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 6.9 is taken out by the Borrower.

(c)       In connection with the covenants set forth in this Section 6.9, it is understood and agreed that:

(i)         Neither the Lender nor any of its Related Parties shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 6.9, it being understood that (A) the Borrower shall look solely to its insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Lender or its agents or employees.  If, however, the insurance policies do not provide waiver of subrogation rights against such parties, as required, then the Borrower hereby agrees, to the extent permitted by law, to waive its right of recovery, if any, against the Lender or its Related Parties; and

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(ii)        the designation of any form, type or amount of insurance coverage by the Lender under this Section 6.9 shall in no event be deemed a representation, warranty or advice by the Lender that such insurance is adequate for the purposes of the business of the Borrower or its Subsidiaries or the protection of their properties.

Section 6.10      Insurance Proceeds.  All insurance proceeds (including business interruption proceeds) shall be paid to the Borrower unless an Event of Default shall have occurred and be continuing.

Section 6.11      Further Assurances.

(a)       The Borrower will grant to the Lender, for the benefit of the Secured Parties, security interests in such of its assets and properties as are not covered by the Security Documents as may be reasonably requested from time to time by the Lender.  Such security interests (i) shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Lender, (ii) shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons, and subject to no other Liens, other than in connection with the Existing Senior Loan Documents and except for Permitted Encumbrances.  Such additional security documents and the other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Lender required to be granted pursuant to such additional security documents and all fees and other charges payable in connection therewith shall have been paid in full.

(b)      The Borrower will, and will cause each of its Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file or deliver to the Lender from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments, and take such further steps relating to the Collateral covered by any of the Security Documents as the Lender may reasonably require.  Upon the acquisition of any material assets or the acquisition or creation of a subsidiary, the Borrower shall cause to be delivered to the Lender such opinions of counsel and other related documents as may be reasonably requested by the Lender.

(c)       Without limiting the generality of the provisions set forth in Section 6.10 and this Section 6.11, upon the acquisition by the Borrower or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any real property (each such interest being an “After Acquired Property”), the Borrower shall immediately notify the Lender, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or the Borrower’s good faith estimate of the current value of such real property.  Within 30 days of receipt of the Borrower’s notice, the Lender shall notify the Borrower whether it intends to require a Mortgage and the other documents referred to below with respect to such After Acquired Property.  Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall promptly, but in any event no later than 10 days, furnish to the Lender a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form together with the documents that would be required under Section 5.1(a)(iii) had the Mortgage been delivered on the Closing Date and such other documents or instruments as the Lender may reasonably require to effect such Mortgage.  The Borrower shall pay all fees and expenses, including reasonable attorney’s fees and expenses in connection with the Borrower’s and its Subsidiaries’ obligations under this Section 6.11.

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ARTICLE 7

NEGATIVE COVENANTS

Until the principal of and interest on the Funding Loans and all fees and other amounts payable under the Loan Documents shall have been paid in full, the Borrower covenants and agrees with the Lender that:

Section 7.1        Indebtedness.  The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:

(a)       Obligations under this Credit Agreement and the other Loan Documents;

(b)       Indebtedness contemplated by the Operating Budget;

(c)       Indebtedness under the Existing Senior Loan Documents;

(d)       Indebtedness secured by Permitted Encumbrances;

(e)       Indebtedness of Borrower to any Subsidiary or Indebtedness of any Subsidiary to Borrower or another Subsidiary; and

(f)       other Indebtedness, in addition to the Indebtedness listed above, in an aggregate outstanding amount not at any time exceeding $25,000.

Section 7.2        Liens.  The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except Permitted Encumbrances.

ARTICLE 8

EVENTS OF DEFAULT

Section 8.1        Events of Default.  Any of the following shall constitute an Event of Default under this Credit Agreement:

(a)       Non-Payment of Principal. The Borrower shall fail to pay any principal of the Funding Loans when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise.

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(b)      Other Non-Payment. The Borrower shall fail to pay any interest on the Funding Loans any fee, commission or any other amount (other than an amount referred to in clause (a) of this Section 8.1) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days.

(c)       Representations and Warranties.  Any representation or warranty made by the Borrower or any of its Subsidiaries on behalf of itself or any of its Subsidiaries herein or in any other Loan Document or any amendment or modification hereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to any Loan Document or any amendment or modification hereof or waiver thereunder, shall prove to have been incorrect in any material respect when made.

(d)       Invalidity of Loan Documents. Any Loan Document shall cease, for any reason, to be in full force and effect, other than in accordance with its terms or as otherwise permitted hereunder, or the Borrower shall so assert in writing or shall disavow any of its obligations thereunder.

(e)       Termination of Merger Agreement.  The Merger Agreement shall be terminated in accordance with Section 7.1 thereof.

Section 8.2        Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, then, and in every such event, and at any time thereafter during the continuance of such event, the Lender may by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Funding Commitment, and thereupon the Funding Commitment shall terminate immediately and (ii) declare the Funding Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Funding Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 8.3        Application of Funds. After the exercise of remedies provided for in Section 8.2, any amounts received on account of the Obligations shall be applied by the Lender in the following order:

First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Lender and amounts payable under Article 3), in each case payable to the Lender in its capacity as such;

Second, to the extent of any excess of such proceeds, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Funding Loans and other Obligations;

Third, to the extent of any excess of such proceeds, to the payment of that portion of the Obligations constituting unpaid principal of the Funding Loans;

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Fourth, to the extent of any excess of such proceeds, to the payment of all other Obligations of the Borrower owing under or in respect of the Loan Documents that are due and payable to the Lender on such date; and

Last, to the extent of any excess of such proceeds, the balance, if any, after all of the Obligations (other than contingent indemnification obligations) have been paid in full, to the Borrower or as otherwise required by law.

ARTICLE 9

GUARANTEE

Section 9.1        Guarantee; Fraudulent Transfer, Etc.; Contribution.

(a)       Guarantee.  The Subsidiary Guarantor unconditionally guarantees as a primary obligor and not merely as a surety, the Secured Obligations.  Subsidiary Guarantor further agrees that the Secured Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Secured Obligation.

(b)      Guarantee of Payment. The Subsidiary Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Lender or any other Secured Party to any of the security held for payment of the Secured Obligations or credit on the books of the Lender or any other Secured Party in favor of the Borrower or any other person.

(c)       Fraudulent Transfer. Anything in this Article 9 to the contrary notwithstanding, the obligations of the Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Subsidiary Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer, obligation or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Subsidiary Guarantor (a) in respect of intercompany debt owed or owing to the Borrower or Affiliates of the Borrower to the extent that such debt would be discharged in an amount equal to the amount paid by the Subsidiary Guarantor hereunder and (b) under any Guarantee of senior unsecured debt or Indebtedness subordinated in right of payment to the Secured Obligations, which Guarantee contains a limitation as to maximum amount similar to that set forth in this Section 9.1(c), pursuant to which the liability of the Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of the Subsidiary Guarantor pursuant to (1) applicable law or (2) any agreement providing for an equitable allocation among the Subsidiary Guarantor and other Affiliates of the Borrower of obligations arising under guarantees by such parties.

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(d)      Contributions. In addition to all rights of indemnity and subrogation the Subsidiary Guarantor may have under applicable law (but subject to this paragraph), the Borrower agrees that (i) in the event a payment shall be made by the Subsidiary Guarantor hereunder, the Borrower shall indemnify the Subsidiary Guarantor for the full amount of such payment, and the Subsidiary Guarantor shall be subrogated to the rights of the Person to whom such payments shall have been made to the extent of such payment, and (ii) in the event that any assets of the Subsidiary Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of any Secured Party, the Borrower shall indemnify the Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.  Notwithstanding any provision of this paragraph to the contrary, all rights of the Subsidiary Guarantor under this paragraph and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations).  No failure on the part of the Borrower or the Subsidiary Guarantor to make the payments required by this paragraph (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Subsidiary Guarantor with respect to its obligations under this paragraph, and the Subsidiary Guarantor shall remain liable for the full amount of its obligations under this paragraph.

Section 9.2        Obligations Not Waived. To the fullest extent permitted by applicable law, the Subsidiary Guarantor waives presentment to, demand of payment from, and protest to the Lender of any of the Secured Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.  To the fullest extent permitted by applicable law, the obligations of the Subsidiary Guarantor hereunder shall not be affected by (a) the failure of the Lender any other Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or the Subsidiary Guarantor under the provisions of this Credit Agreement or any other Loan Document, or otherwise or (b) the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Lender or any other Secured Party.

Section 9.3        Security.  The Subsidiary Guarantor authorizes the Lender and each other Secured Party to (a) take and hold security for the payment of the obligations under the provisions of this Article 9 pursuant to the Security Documents and exchange, enforce, waive and release any such security pursuant to the provisions hereof and of the Security Documents, (b) apply such security and direct the order or manner of sale thereof in accordance with the Loan Documents and (c) release or substitute any one or more endorsees, other guarantors or other obligors.

Section 9.4        No Discharge or Diminishment of Guarantee. The obligations of the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Secured Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Lender or any other Secured Party to assert any claim or demand or to enforce any remedy under this Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of the Subsidiary Guarantor or that would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity (other than the payment in full in cash of the Secured Obligations).

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Section 9.5       Defenses of the Borrower Waived. To the fullest extent permitted by applicable law, the Subsidiary Guarantor waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the payment in full in cash of the Secured Obligations.  The Lender and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Borrower or the Subsidiary Guarantor or exercise any other right or remedy available to them against the Borrower or the Subsidiary Guarantor, without affecting or impairing in any way the liability of the Subsidiary Guarantor hereunder except to the extent the Secured Obligations have been fully paid in cash.  Pursuant to applicable law, the Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Subsidiary Guarantor against the Borrower or any security.

Section 9.6        Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Lender or any other Secured Party has at law or in equity against the Subsidiary Guarantor by virtue hereof, upon the failure of the Borrower to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Subsidiary Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Lender or such other Secured Party as designated thereby in cash the amount of such due and unpaid Secured Obligations.  Upon payment by the Subsidiary Guarantor of any sums to the Lender or any Secured Party as provided above, all rights of the Subsidiary Guarantor against the Lender arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of the Secured Obligations.  In addition, any debt or Lien of the Borrower now or hereafter held by the Subsidiary Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Secured Obligations and the Liens created under the Loan Documents.  If any amount shall erroneously be paid to the Subsidiary Guarantor on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such debt of the Borrower, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Lender to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Section 9.7        Information.  The Subsidiary Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks that the Subsidiary Guarantor assumes and incurs hereunder, and agrees that none of the Lender or the other Secured Parties will have any duty to advise the Subsidiary Guarantor of information known to it or any of them regarding such circumstances or risks.

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Section 9.8        Termination. The guarantees made hereunder (a) shall terminate when the Funding Commitment has expired or otherwise terminated and the principal of and interest on the Funding Loans and all fees and other amounts payable under the Loan Documents shall have been finally paid in full in cash and (b) shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of any such Secured Obligation is rescinded or must otherwise be restored by any Secured Party or the Subsidiary Guarantor upon the bankruptcy or reorganization of the Borrower or otherwise.

ARTICLE 10

MISCELLANEOUS

Section 10.1      Notices.

(a)       Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i)     if to the Borrower, to it at
	Neutron Energy, Inc.
	9000 E. Nichols Avenue, Suite 225
	Englewood, Colorado 80112
	Attention: Edward M. Topham
	Telephone: (303) 531-0470
	Telecopy No.: (303) 531-0519
and a copy to:
	Hogan Lovells US LLP
	One Tabor Center, Suite 1500
	1200 Seventeenth Street
	Denver, Colorado 80202
	Attention: Paul Hilton
	Telephone: (303) 899-7300
	Telecopy No.: (303) 899-7333; and
(ii)     if to the Lender, to it at
	Uranium Resources Inc.
	405 State Highway 121 Bypass,

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	Building A, Suite 110
	Lewisville, Texas 75067
	Attention:  President
	Telephone: (972) 219-3330
	Telecopy No.: (505) 842-8123
and a copy to:
	Baker & Hostetler LLP
	303 East 17th Avenue, Suite 1100
	Denver, Colorado 80203-1264
	Attention:    Alfred C. Chidester
	Telephone No.:   (303) 764-4091
	Telecopy No.:   (303) 861-7805.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).

(b)      Change of Address.  Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

Section 10.2      Waivers; Amendments.

(a)       No failure or delay by the Lender in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Lender under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 10.2, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of the Funding Loans shall not be construed as a waiver of any Default, regardless of whether the Borrower may have had notice or knowledge of such Default at the time.

(b)      Neither any Loan Document nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Lender.

Section 10.3      Expenses; Indemnity; Damage Waiver.

(a)       Costs and Expenses.  All fees and expenses incurred in connection with the Loan Documents and the transactions contemplated thereby shall be paid by the party incurring such expense.

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(b)      Indemnification by the Borrower.  The Borrower shall indemnify the Lender, and each Related Party of the Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees and expenses of one external counsel to all the foregoing Persons, taken as a whole, and to the extent reasonably necessary, the reasonable and documented out-of-pocket fees and expenses of one local counsel to such Persons taken as a whole in any relevant jurisdiction (and, in the event of any actual conflict of interest, the reasonable and documented out-of-pocket and expenses of one additional counsel to the affected parties taken as a whole)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Funding Loans or the use or proposed use of the proceeds therefrom, or  (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, or (y) result from a claim brought by the Borrower against an Indemnitee for breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c)       Payments.  All amounts due under in paragraph (b) of this Section 10.3 shall be payable promptly and in no event later than ten days after demand therefor.

(d)      Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Funding Loans or the use of the proceeds thereof.  No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Section 10.4      Successors and Assigns.  The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the other party.  Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

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Section 10.5      Survival.  All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Credit Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of any Loan Document and the making of the Funding Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on the Funding Loans or any fee or any other amount payable under the Loan Documents is outstanding and unpaid and so long as the Funding Commitments have not expired or terminated. The provisions of Sections 10.3, 10.5, 10.9 and 10.10 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Funding Loans and the termination of the Funding Commitments or the termination of this Credit Agreement or any provision hereof.

Section 10.6      Counterparts; Integration; Effectiveness; Electronic Execution.  This Credit Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Credit Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 5.1, this Credit Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Credit Agreement by telecopy or by email in .pdf format shall be effective as delivery of a manually executed counterpart of this Credit Agreement.

Section 10.7      Severability.  In the event any one or more of the provisions contained in this Credit Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 10.8      Right of Setoff.  If an Event of Default shall have occurred and be continuing, the Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender to or for the credit or the account of the Borrower or any of its Subsidiaries against any and all of the obligations of the Borrower or such Subsidiary now or hereafter existing under this Credit Agreement or any other Loan Document to the Lender irrespective of whether or not the Lender shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of the Lender or its subsidiaries may be contingent or unmatured.  The rights of the Lender under this Section 10.8 are in addition to other rights and remedies (including other rights of setoff) that the Lender may have.  The Lender agrees to notify the Borrower promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

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Section 10.9      Governing Law; Jurisdiction; Consent to Service of Process.

(a)       Governing Law.  This Credit Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado.

(b)      Submission to Jurisdiction.  Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of Colorado and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such Colorado court or, to the fullest extent permitted by applicable law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Credit Agreement or in any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(c)       Waiver of Venue.  Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Credit Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 10.9.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)      Service of Process.  Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 10.1. Nothing in this Credit Agreement will affect the right of any party to this Credit Agreement to serve process in any other manner permitted by law.

Section 10.10    WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO HEREBY (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10.

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Section 10.11    Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Credit Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Credit Agreement.

Section 10.12    Intercreditor Agreement.  Notwithstanding anything herein to the contrary, the lien and security interest granted to the Lender pursuant to this Credit Agreement and the exercise of any right or remedy by the Lender hereunder are subject to the provisions of the Intercreditor Agreement, dated as of March 1, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Senior Lender, the Lender, the Borrower, the Subsidiary Guarantor and RMB Resources, Inc., a Delaware corporation, in its capacity as administrative agent, and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Credit Agreement, the terms of the Intercreditor Agreement shall govern and control.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

AS BORROWER

NEUTRON ENERGY, INC.

By: 

Name:  

Title:  

AS SUBSIDIARY GUARANTOR

CIBOLA RESOURCES LLC

By:  

Name:  

Title:  

AS LENDER

URANIUM RESOURCES, INC.

By:  

Name: 

Title:   

Signature Page to Funding and Credit Agreement

Schedule 7.2

Existing Liens

None.

Exhibit A

FORM OF COMPLIANCE CERTIFICATE

_____________ ___, 201_

Uranium Resources Inc.

405 State Highway 121 Bypass,

Building A, Suite 110

Lewisville, Texas 75067

Attention:  Treasurer

This Compliance Certificate is delivered pursuant to Section 6.1(c) of that certain Credit and Funding Agreement, dated as of March 1, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NEUTRON ENERGY, INC., a Nevada corporation (the “Borrower”), CIBOLA RESOURCES LLC, a Delaware limited liability company, and URANIUM RESOURCES, INC., a Delaware corporation (the “Lender”).  Terms defined in the Credit Agreement and not otherwise defined in this Compliance Certificate shall have the meanings defined for them in the Credit Agreement.

No Default or Event of Default exists [, except as follows:]1

There have been no changes to the jurisdiction of organization or legal name of the Borrower (except as permitted under the Loan Documents) since the later of the Agreement Date or the date of the last Compliance Certificate delivered pursuant to Section 6.1(c) of the Credit Agreement [, except as follows:]2

There has been no change to the information disclosed in the Schedules to the Security Agreement, or as previously certified in a prior Compliance Certificate [, except as follows:]3

[Remainder of Page Intentionally Left Blank]

1           Specify the nature and status thereof and any action taken or proposed to be taken with respect thereto.

 

2           Specify each such change.

 

3           Specify each such change.

The undersigned, a Financial Officer of the Borrower, hereby certifies to the Lender that the information contained herein is true and correct and is derived from the books and records of the Borrower and that each and every matter contained herein correctly reflects those books and records.

NEUTRON ENERGY, INC.

By: 

Name: 

Title: 

Exhibit B

Intercreditor Agreement

Exhibit C

Note

March 1, 2012

FOR VALUE RECEIVED, the undersigned, NEUTRON ENERGY, INC., a Nevada corporation (the “Borrower”), hereby promises to pay to the order of URANIUM RESOURCES, INC., a Delaware corporation (the “Lender”), or its Actual Assigns, the aggregate principal amount of and interest on the Funding Loans as required by Section 2.4(a) of the Credit Agreement (as defined below).

This Note is the “Note” referred to in, and is subject to, that certain Credit and Funding Agreement, of even date herewith, among the Borrower, Cibola Resources LLC, a Delaware limited liability company, and the Lender (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms not otherwise defined herein but defined in the Credit Agreement are used herein with the same meanings.

The Funding Loans evidenced by this Note are prepayable under the circumstances, and their respective maturities are subject to acceleration upon the terms, set forth in the Credit Agreement.  This Note is subject to, and shall be construed in accordance with, the provisions of the Credit Agreement and is entitled to the benefits and security set forth in the Loan Documents.

Except as specifically otherwise provided in the Credit Agreement, the Borrower hereby waives presentment, demand, notice of dishonor, protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery, performance, collection and enforcement of this Note.

Whenever in this Note either party hereto is referred to, such reference shall be deemed to include the successors and assigns of such party.  The Borrower shall not have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void), except as expressly permitted by the Loan Documents.  No failure or delay of the Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  Neither this Note nor any provision hereof may be waived, amended or modified, nor shall any departure therefrom be consented to, except pursuant to a written agreement entered into between the Borrower and the Lender with respect to which such waiver, amendment, modification or consent is to apply, subject to any consent required in accordance with Section 10.2 of the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO.

All communications and notices hereunder shall be in writing and given as provided in Section 10.1 of the Credit Agreement.

The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of Colorado and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note, or for recognition or enforcement of any judgment, and the Borrower hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such Colorado court or, to the fullest extent permitted by applicable law, in such Federal court.  The Borrower, and by accepting this Note, the Lender, hereby agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Note shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Note against the Borrower, or any of its property, in the courts of any jurisdiction.

The Borrower, and by accepting this Note, the Lender, hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note or the other Loan Documents in any court referred to in the preceding paragraph hereof. The Borrower, and by accepting this Note, the Lender, hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

The Borrower, and by accepting this Note, the Lender, irrevocably consents to service of process in the manner provided for notices herein.  Nothing herein will affect the right of the Lender to serve process in any other manner permitted by law.

THE BORROWER, AND BY ACCEPTING THIS NOTE, THE LENDER, EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT SUCH LENDER HAS BEEN INDUCED TO ACCEPT THIS NOTE AND ENTER INTO THE LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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NEUTRON ENERGY, INC.

By: 

Name: 

Title:  

Exhibit D

Security Agreement

EX-10.6

Exhibit 10.6

PLEDGE AND SECURITY AGREEMENT

AMONG

NEUTRON ENERGY, INC.

AND

URANIUM RESOURCES, INC.

DATED AS OF MARCH 1, 2012

TABLE OF CONTENTS

Page

ARTICLE 1.	DEFINITIONS; GRANT OF SECURITY; CONTINUING PERFECTION AND PRIORITY	1
Section 1.1	Credit Agreement	1
Section 1.2	UCC	1
Section 1.3	Other Defined Terms	2
Section 1.4	Other Definitions; Interpretation	5
ARTICLE 2.	GRANT OF SECURITY	5
Section 2.1	Grant of Security	5
Section 2.2	Security for Secured Obligations	7
Section 2.3	No Assumption of Liability	7
ARTICLE 3.	REPRESENTATIONS AND WARRANTIES AND COVENANTS	7
Section 3.1	Generally	7
Section 3.2	Equipment and Inventory	9
Section 3.3	Receivables	10
Section 3.4	Investment-Related Property	11
Section 3.5	Letter-of-Credit Rights	14
Section 3.6	Commercial Tort Claims	14
Section 3.7	Financing Statements	14
ARTICLE 4.	FURTHER ASSURANCES; FILING AUTHORIZATION	15
Section 4.1	Further Assurances	15
Section 4.2	Filings	15
ARTICLE 5.	REMEDIES UPON DEFAULT	15
Section 5.1	Remedies Generally	15
Section 5.2	Application of Proceeds of Collateral	17
Section 5.3	Investment-Related Property	18
Section 5.4	Registration, etc	18
Section 5.5	Deficiency	19
ARTICLE 6.	CONCERNING THE LENDER	19
Section 6.1	In General	19
Section 6.2	Lender Appointed Attorney-in-Fact	19
Section 6.3	Reimbursement of Lender	20
ARTICLE 7.	WAIVERS; AMENDMENTS	21
ARTICLE 8.	SECURITY INTEREST ABSOLUTE	21

-i-

ARTICLE 9.	TERMINATION; RELEASE	21
Section 9.1	Termination	21
Section 9.2	Other Releases of Collateral	22
ARTICLE 10.	NOTICES	22
ARTICLE 11.	BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS	22
ARTICLE 12.	SURVIVAL OF AGREEMENT; SEVERABILITY	23
ARTICLE 13.	MISCELLANEOUS	23
Section 13.1	GOVERNING LAW	23
Section 13.2	Counterparts; Integration	23
Section 13.3	Headings	23
Section 13.4	Jurisdiction; Venue; Consent to Service of Process	23
Section 13.5	WAIVER OF JURY TRIAL	24
Section 13.6	Reinstatement	24
Section 13.7	Intercreditor Agreement	24

-ii-

SCHEDULES:

Schedule 3.2(a)	Collateral Locations
Schedule 3.4	List of Investment-Related Property
Schedule 3.5	Letter-of-Credit Rights
Schedule 3.6	Commercial Tort Claims
Schedule 3.7(a)	Financing Statements
Schedule 3.7(b)	Applicable Filing Offices

-iii-

This PLEDGE AND SECURITY AGREEMENT, dated as of March 1, 2012, is by and between NEUTRON ENERGY, INC., a Nevada corporation (the “Borrower”), and URANIUM RESOURCES, INC., a Delaware corporation (the “Lender”), under the Credit Agreement referred to in the next paragraph (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”).

RECITALS

A.           Reference is made to the Credit and Funding Agreement even dated herewith among the Borrower, Cibola Resources LLC and the Lender (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.           The Lender has agreed to make Funding Loans to the Borrower or for the joint account of the Borrower and one or more Subsidiaries pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement.  The Borrower acknowledges that it and its Subsidiaries’ business is a mutual and collective enterprise and that the Funding Loans and other financial accommodations made under the Loan Documents will enhance the credit availability to the Borrower and facilitate its loan relationship with the Lender, all to the advantage of the Borrower.

C.           The Borrower acknowledges that it will derive substantial direct and indirect benefit from the making of the Funding Loans.

D.           This Security Agreement is given by the Borrower in favor of the Lender for the benefit of the Secured Parties (as hereinafter defined) to secure the payment and performance of all of the Secured Obligations (as hereinafter defined).

E.           The execution and delivery by the Borrower of this Security Agreement is a condition precedent to the effectiveness of the Credit Agreement, and the Lender would not have entered into the Credit Agreement if the Borrower had not executed and delivered this Security Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Borrower and the Lender, on behalf of itself and each other Secured Party (and each of their respective successors or assigns), hereby agree as follows:

ARTICLE 1.               

DEFINITIONS; GRANT OF SECURITY; CONTINUING PERFECTION AND PRIORITY

Section 1.1Credit Agreement.  Capitalized terms used in this Security Agreement and not otherwise defined herein have the meanings set forth in the Credit Agreement.

Section 1.2UCC.  Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC (as defined below) have the meanings assigned to them in the UCC, including the following: “Accounts”; “Chattel Paper”; “Documents”; “Fixtures”; “General Intangibles”; “Goods”; “Instruments”; “Inventory”; “Investment Property”; Letter-of-Credit Rights”; “Letters of Credit”; “Proceeds”; “Records”; “Security”; “Security Certificate” and “Supporting Obligations”.

Section 1.3Other Defined Terms.  As used in this Security Agreement, the following terms have the meanings specified below:

“Account Debtor” means each Person who is obligated in respect of any Receivable or any Supporting Obligation or Collateral Support relating thereto.

“Applicable Date” means the date hereof.

“Applicable Filing Offices” means the filing offices set forth on Schedule 3.7(b).

“Authorization” means, collectively, any license, approval, permit or other authorization issued by any Governmental Authority.

“Borrower” has the meaning assigned to such term in the Preamble.

“Claim Proceeds” means, with respect to any Commercial Tort Claim or any Collateral Support or Supporting Obligation relating thereto, all Proceeds thereof, including all insurance proceeds and other amounts and recoveries resulting or arising from the settlement or other resolution thereof, in each case regardless of whether characterized as a “commercial tort claim” under Article 9 of the UCC or “proceeds” under the UCC.

“Collateral” has the meaning assigned to such term in Section 2.1.

“Collateral Records” means all books, instruments, certificates, Records, ledger cards, files, correspondence, customer lists, blueprints, models, drawings, technical specifications, manuals, warranties and other documents, and all computer software, computer printouts, tapes, disks and related data processing software and similar items, in each case that at any time represent, cover or otherwise evidence, or contain information relating to, any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

“Collateral Support” means all property (real or personal) assigned, hypothecated or otherwise securing any of the Collateral, and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commercial Tort Claims” means all “commercial tort claims” as defined in Article 9 of the UCC and all Claim Proceeds; including all claims described on Schedule 3.6 hereto.

“Credit Agreement” has the meaning assigned to such term in the Recitals.

“Equipment” means any “equipment,” as such term is defined in the UCC and, in any event, shall include, Motor Vehicles.

“Equity Interests” means (a) shares of corporate stock, partnership interests, membership interests and any other interest that convers on a Person the right to receive a share of the profits and losses of, or a distribution of the assets of, the issuing person and (b) all warrants, options or other rights to acquire any Equity Interest set forth in clause (a) of this defined term.

“Excluded Accounts” means zero balance, payroll, payroll taxes, withholding tax, employee wage and benefit payments and other tax and employee fiduciary accounts.

-2-

“Federal Securities Laws” has the meaning assigned to such term in Section 5.3.

“Financing Statements” means the UCC-1 Financing Statements in the forms attached hereto as Schedule 3.7(a) in the Applicable Filing Offices.

“Insurance” means all insurance policies covering any or all of the Collateral (regardless of whether the Lender or any other Secured Party is the loss payee thereof) and all business interruption insurance policies.

“Investment-Related Property” means (a) all Pledged Collateral and (b) all other Investment Property owned or held by or on behalf of the Borrower.

“Material Commercial Tort Claims” means, with respect to the Borrower, (a) all Commercial Tort Claims asserted by it, or on its behalf, in writing, and (b) each Commercial Tort Claim in excess of $25,000 individually, or $150,000 in the aggregate,to which it has any right, title or interest and of which it is aware.

“Motor Vehicles” shall mean motor vehicles, tractors, trailers and other like property, whether or not the title thereto is governed by a certificate of title or ownership.

“Person” means any corporation, limited liability company, trust, joint venture, association, company, partnership or other entity.

“Pledged Collateral” means, collectively, the Pledged Debt and the Pledged Equity Interests.

“Pledged Debt” means all debt owed or owing to the Borrower, including all such debt described on Part C of Schedule 3.4, all Pledged Debt Securities and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such debt. Notwithstanding the foregoing, the parties acknowledge and agree that while Receivables with respect to Accounts constitute “Pledged Debt” as defined herein, such Receivables shall not be required to be included on Part C of Schedule 3.4.  The parties further agree that the exclusion of Receivables from Part C of Schedule 3.4 in no way excludes such debt owed from the definition of “Pledged Debt.”

“Pledged Debt Securities” means, collectively, (a) all debt Securities held by the Borrower, whether now owned or hereafter acquired (including all such debt Securities listed in Part C of Schedule 3.4), and (b) all promissory notes and any other instruments evidencing such Debt Securities.

“Pledged Equity Interests” means, collectively, all Equity Interests owned by the Borrower in each, in each case whether now owned or hereafter created or acquired, together with all Security Certificates evidencing such Equity Interests, including (i) in the case of certificated Equity Interests constituting Securities, the Equity Interests listed in Part A of Schedule 3.4 and (ii) in the case of Equity Interests constituting Uncertificated Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests, the Equity Interests listed in Part B of Schedule 3.4.

“Receivables” means all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including all such rights constituting or evidenced by any Account, Chattel Paper, Instrument or other document, General Intangible or Investment-Related Property, together with all of the Borrower’s rights, if any, in any goods or other property giving rise to such right to payment, and all Collateral Support and Supporting Obligations relating thereto and all Receivables Records.

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“Receivables Records” means (a) all originals of all documents, instruments or other writings or electronic records or other Records evidencing any Receivable, (b) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to any Receivable, including all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to any Receivable, whether in the possession or under the control of the Borrower or any computer bureau or agent from time to time acting for the Borrower or otherwise, (c) all evidences of the filing of Financing Statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including lien search reports, from filing or other registration officers, (d) all credit information, reports and memoranda relating thereto, and (e) all other written forms of information related in any way to the foregoing or any Receivable.

“Secured Obligations” means, collectively, (a) the unpaid principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Funding Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) all other monetary obligations, fees, commissions, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower to the Secured Parties, or that are otherwise payable to the Lender, in each case under the Loan Documents and (c) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower or any other party (other than the Lender) under or pursuant to the Loan Documents.

“Secured Parties” means (a) the Lender, (b) the beneficiaries of each indemnification obligation undertaken by or on behalf of the Borrower under any Loan Document, and (c) the successors and assigns of each of the foregoing.

“Security Interest” has the meaning assigned to such term in Section 2.1.

“Supporting Obligations” means (a) all “supporting obligations” as defined in Article 9 of the UCC and (b) all Guarantees and other secondary obligations supporting any of the Collateral, in each case regardless of whether characterized as a “supporting obligation” under the UCC.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of Nevada; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Lender’s and the Secured Parties’ security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Nevada, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Uncertificated Equity Interests” means, collectively, Uncertificated Limited Liability Company Interests, Uncertificated Partnership Interests and Uncertificated Securities.

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“Uncertificated Limited Liability Company Interest” means a limited liability company membership interest at any time owned by the Borrower in any Subsidiary which is a limited liability company and which limited liability company membership interest is not a Security and not represented by a Security Certificate.

“Uncertificated Partnership Interest” means a general partnership interest or limited partnership interest at any time owned by the Borrower in any Subsidiary which is a limited partnership and which general partnership interest or limited partnership interest is not a Security and not represented by a Security Certificate.

“Uncertificated Security” means an Equity Interest constituting a Security at any time owned by the Borrower in any Subsidiary, which Equity Interest is not represented by a Security Certificate.

Section 1.4Other Definitions; Interpretation.

(a)Rules of Interpretation.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Security Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Security Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

(b)Resolution of Drafting Ambiguities.  The Borrower acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this Security Agreement, that it and its counsel reviewed and participated in the preparation and negotiation of this Security Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof.

ARTICLE 2.

GRANT OF SECURITY

Section 2.1Grant of Security.

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(a)As security for the payment or performance, as applicable, in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, the Borrower hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Lender (and its successors and assigns), and hereby grants to the Lender (and its successors and assigns) a security interest (the “Security Interest”) in, all personal property and fixtures of the Borrower, including all of the Borrower’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the “Collateral”):

(i)all Accounts,

(ii)all Chattel Paper (whether tangible or electronic),

(iii)all Commercial Tort Claims,

(iv)all Documents,

(v)all Equipment,

(vi)all Fixtures,

(vii)all General Intangibles,

(viii)all Goods, not covered by the other clauses of this Section 2.1(a),

(ix)all Instruments, including the Pledged Debt Securities,

(x)all Insurance,

(xi)all Inventory,

(xii)all Investment-Related Property,

(xiii)all cash and cash equivalents,

(xiv)all Letters of Credit and Letter-of-Credit Rights,

(xv)all Proceeds of Authorizations and, subject to the provisions of Section 2.1(c), all Authorizations and the goodwill associated with all Authorizations,

(xvi)all Receivables and Receivables Records,

(xvii)all other goods and other personal property of the Borrower,

(xviii)to the extent not otherwise included in clauses (i) through (xvii) of this Section, all Collateral Records, Collateral Support and Supporting Obligations in respect of any of the foregoing, and

(xix)to the extent not otherwise included in clauses (i) through (xvii) of this Section, all Proceeds, products, substitutions, accessions, rents and profits of or in respect of any of the foregoing, whether cash or non-cash, immediate or remote, and any indemnities, warranties and guaranties payable by reason of loss or damage to or otherwise with respect to any of the foregoing.

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(b)Revisions to UCC.  For the avoidance of doubt, it is expressly understood and agreed that, to the extent the UCC is revised after the date hereof such that the definition of any of the foregoing terms included in the description or definition of the Collateral is changed, the parties hereto desire that any property which is included in such changed definitions, but which would not otherwise be included in the Security Interest on the date hereof, nevertheless be included in the Security Interest upon the effective date of such revision. Notwithstanding the immediately preceding sentence, the Security Interest is intended to apply immediately on the Applicable Date to all of the Collateral to the fullest extent permitted by applicable law, regardless of whether any particular item of the Collateral was then subject to the UCC.

(c)Certain Limited Exclusions.  Notwithstanding anything in this Section 2.1 to the contrary, in no event shall the Collateral include, and the Borrower shall be deemed to not have granted a Security Interest in, (i) any right under any Authorization, lease, license or other contract or agreement, but only to the extent that the granting of a security interest therein or an assignment thereof would violate any applicable law or would result in an invalidation thereof or constitute a breach or violation of such lease, license or other contract or agreement, as applicable (other than any contractual prohibition on the assignment of accounts or payment intangibles that is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or any other section under the UCC or any other applicable law), provided that to the extent such security interest at any time hereafter shall no longer be prohibited by law or agreement, and/or immediately upon such provision no longer being enforceable, as the case may be, the Collateral shall automatically and without any further action include, and the Borrowers shall be deemed to have granted automatically and without any further action a Security Interest in, such right as if such law or agreement had never existed or such provision had never been enforceable, as the case may be, (ii) any margin stock, (iii) any assets as to which the Lender and the Borrower agree in writing that (A) the cost of obtaining a security interest is excessive in relation to the value of the security to be afforded thereby or (B) obtaining such security interest is not commercially practical, (iv) Excluded Accounts and (v) any Investment Property, or any General Intangibles to the extent, in each case, that (1) a security interest may not be granted by the Borrower in such directly held investment property or general intangibles as a matter of law, or under the terms of the governing document applicable thereto, without the consent of one or more applicable parties thereto and (2) such consent has not been obtained.

Section 2.2Security for Secured Obligations.  This Security Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of Title 11 of the United States Code, or any similar provision of any other bankruptcy, insolvency, receivership or other similar law), of all Secured Obligations.

Section 2.3No Assumption of Liability.  Notwithstanding anything to the contrary herein, the Security Interest is granted as security only and shall not subject the Lender or any other Secured Party to, or in any way alter or modify, any obligation or liability of the Borrower with respect to or arising out of the Collateral.

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ARTICLE 3.

REPRESENTATIONS AND WARRANTIES AND COVENANTS

Section 3.1Generally.

(a)Representations and Warranties.  The Borrower represents and warrants to the Lender and the other Secured Parties that:

(i)The Borrower has good and valid rights in or title to the Collateral with respect to which it has purported to grant the Security Interest, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such Collateral for its intended purposes, and except for Permitted Encumbrances.  Except in connection with the Existing Senior Loan Documents and the other Loan Documents, the Borrower has not filed or consented to the filing of (A) any Financing Statement or analogous document under the UCC or any other applicable laws covering any such Collateral or any assignment in which it assigns any such Collateral or any security agreement or similar instrument covering any such Collateral with any foreign governmental, municipal or other office, in each case which Financing Statement, analogous document, assignment or other instrument, as applicable, is still in effect, except for Permitted Encumbrances.

(ii)No individual lease, license or other contract or agreement as to which no security interest is granted by virtue of Section 2.1(c) is material to the business (when taken as a whole) of the Borrower; provided however, that this representation and warranty is limited to those leases, licenses and other contracts and agreements that, on their face, prohibit the granting of a security interest therein.  This representation and warranty does not apply to any leases, licenses and other contracts and agreements in which the granting of a security interest therein or an assignment thereof is prohibited by applicable law.

(b)Covenants and Agreements.  The Borrower hereby covenants and agrees as follows:

(i)It shall maintain, at its own cost and expense, such complete and accurate Records with respect to the Collateral owned or held by it or on its behalf as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which it is engaged, but in any event to include complete accounting Records indicating in all material respects all payments and proceeds received with respect to any part of such Collateral, and, at such time or times as the Lender may reasonably request, promptly to prepare and deliver to the Lender a duly certified schedule or schedules in form and detail satisfactory to the Lender showing the identity and amount of any and all such Collateral.

(ii)It shall, at its own cost and expense, take any and all actions reasonably necessary to defend title to the Collateral owned or rights in Collateral held by it or on its behalf against all Persons and to defend the Security Interest in such Collateral and the priority thereof against any Lien or other interest not expressly permitted by the Loan Documents or the Existing Senior Loan Documents, and in furtherance thereof, it shall not take, or permit to be taken, any action not otherwise expressly permitted by the Loan Documents or the Existing Senior Loan Documents that could impair the Security Interest or the priority thereof or any Secured Party’s rights in or to such Collateral.

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(iii)During normal business hours, the Lender and such Persons as the Lender may reasonably designate shall, as often as reasonably requested have the right to inspect all of its Records (and to make extracts and copies from such Records), to discuss its affairs with its officers and independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral owned or rights in Collateral held by or on behalf of the Borrower; provided, that, in the case of Receivables, Pledged Debt, General Intangibles, Commercial Tort Claims or Collateral in the possession of any third person, the Lender shall not, unless an Event of Default has occurred and is continuing, contact Account Debtors, contract parties or other obligors thereon or any third person possessing such Collateral for the purpose of making such a verification.  The Lender shall have the absolute right to share on a confidential basis any information it gains from such inspection or verification with any Secured Party.

(iv)At its option, the Lender may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral owned or held by or on behalf of the Borrower, and not permitted by the Loan Documents or the Existing Senior Loan Documents, and may pay for the maintenance and preservation of such Collateral to the extent the Borrower fails to do so as required by the Loan Documents, and the Borrower agrees to reimburse the Lender on demand for any payment made or any expense incurred by the Lender pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing the Borrower from the performance of, or imposing any obligation on the Lender or any other Secured Party to cure or perform, any covenants or other promises of the Borrower with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(v)It shall remain liable for the failure to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral owned or held by it or on its behalf, all in accordance with the terms and conditions thereof, and it agrees to indemnify and hold harmless the Lender and the other Secured Parties from and against any and all liability for such performance.

(vi)It shall not make, or permit to be made, an assignment, pledge or hypothecation of the Collateral owned or held by it or on its behalf, or grant any other Lien in respect of such Collateral, except as expressly permitted by the Loan Documents or the Existing Senior Loan Documents. Except for Liens or transfers expressly permitted by the Loan Documents and the Existing Senior Loan Documents, it shall not make or permit to be made any transfer of such Collateral, and it shall remain at all times in possession of such Collateral and the direct owner, beneficially and of record, of the Pledged Equity Interests included in such Collateral, except that (A) Inventory may be sold in the ordinary course of business and (B) unless and until the Lender shall notify it that an Event of Default shall have occurred and be continuing and that, during the continuance thereof, it shall not sell, convey, lease, assign, transfer or otherwise dispose of any such Collateral (which notice may be given by telephone if promptly confirmed in writing), it may use and dispose of such Collateral in any lawful manner not inconsistent with the provisions of this Security Agreement, any other Loan Document or the Existing Senior Loan Documents.

(vii)It shall, at its own cost and expense, maintain or cause to be maintained insurance covering physical loss or damage to the Collateral owned or held by it or on its behalf against all risks and liability arising from the use or intended use, or otherwise attributable or relating to, such Collateral, in each case in accordance with Section 6.9 of the Credit Agreement.  The Borrower irrevocably makes, constitutes and appoints the Lender (and all officers, employees or agents designated by the Lender) as the Borrower’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of such Collateral under policies of insurance, endorsing the name of the Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto.

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(viii)It will not (A) change its state of organization, maintain its place of business (if it has only one) or its chief executive office (if it has more than one place of business) at a location other than as same exists on the Applicable Date, (B) reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized on the Applicable Date or (C) change its name, identity, state organization number or taxpayer identification number, unless the Borrower shall have given the Lender not less than 15 days’ prior written notice of such event or occurrence and the Lender shall have either (x) determined that such event or occurrence will not adversely affect the validity, perfection or priority of the Lender’s security interest in the Collateral, or (y) taken such steps (with the cooperation of the Borrower to the extent necessary or advisable) as are necessary or advisable to properly maintain the validity, perfection and priority of the Lender’s security interest in the Collateral.

(ix)The Borrower acknowledges that it is not authorized to file any Financing Statement with respect to the Collateral (in each case, except for Financing Statements related to Liens permitted under the Loan Documents or the Existing Senior Loan Documents) or amendment or termination statement with respect to any such Financing Statement (in each case, except for Financing Statements related to Liens permitted under the Loan Documents or in connection with the Existing Senior Loan Documents) without the prior written consent of the Lender and agrees that it will not do so without the prior written consent of the Lender, subject to the Borrower’s rights under Section 9-509(d)(2) of the UCC.

Section 3.2Equipment and Inventory.

(a)Representations and Warranties.  The Borrower represents and warrants to the Lender and the other Secured Parties that, as of the Applicable Date, all of the Equipment and Inventory included in the Collateral owned or held by it or on its behalf (other than mobile goods, Inventory and Equipment in transit, Motor Vehicles and other Collateral in which possession is not maintained in the ordinary course of its business) is kept only at the locations specified in Schedule 3.2(a) hereto, which sets forth with respect to the Borrower, where Equipment and Inventory is (i) maintained at the premises owned by the Borrower, (ii) maintained at leased premises, (iii) in the possession of a warehouseman or other bailee and (iv) on consignment.

(b)Covenants and Agreements.  The Borrower covenants and agrees that it shall not permit any Equipment or Inventory owned or held by it or on its behalf to be in the possession or control of any warehouseman, bailee, agent or processor for a period of greater than thirty (30) consecutive days, unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest and, at the request of the Lender, shall have agreed in writing to hold such Equipment or Inventory subject to the Security Interest and the instructions of the Lender.  The Borrower shall, promptly upon the request of the Lender, cause the Lender to be listed as lienholder on each certificate of title or ownership covering any items of Equipment, including Motor Vehicles (but only if the aggregate value of such Motor Vehicles is in excess of $50,000).

Section 3.3Receivables.

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(a)Representations and Warranties. The Borrower represents and warrants to the Lender and the other Secured Parties that no Receivable included in the Collateral owned or held by it or on its behalf is evidenced by an Instrument or Chattel Paper that has not been delivered to the Lender or the Senior Lender.

(b)Covenants and Agreements. The Borrower hereby covenants and agrees that:

(i)At the request of the Lender, the Borrower shall mark conspicuously, in form and manner reasonably satisfactory to the Lender, all Chattel Paper, Instruments and other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Lender as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Lender has a security interest therein.

(ii)It will not, without the Lender’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such practices reasonably believed by the Borrower to be prudent.

(iii)Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Lender may reasonably deem necessary. Notwithstanding the foregoing, the Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require the Borrower to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation or Collateral Support of the Lender’s security interest therein, and in addition, at any time during the continuation of an Event of Default, the Lender may: (A) direct such Account Debtor to make payment of all amounts due or to become due to the Borrower thereunder directly to the Lender and (B) enforce, at the cost and expense of the Borrower, collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower would be able to have done.  If the Lender notifies the Borrower that it has elected to collect any such Receivable, Supporting Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by the Borrower shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender hereunder and shall be forthwith delivered to the Lender in the same form as so received (with any necessary endorsement), and the Borrower shall not grant any extension of the time of payment thereof, compromise, compound or settle the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.

(iv)During the continuance of an Event of Default, at the request of the Lender, it shall direct each Account Debtor to make payment on each Receivable to an account designated by the Lender.

Section 3.4Investment-Related Property.

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(a)Representations and Warranties.  The Borrower represents and warrants to the Lender and the other Secured Parties that:

(i)Schedule 3.4 sets forth, as of the Applicable Date, all of the Pledged Collateral.

(ii)Part A and Part B of Schedule 3.4 correctly set forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests and includes all Pledged Equity Interests required to be pledged hereunder.  The Pledged Equity Interests are fully paid and nonassessable.  Part C of Schedule 3.4 correctly sets forth Pledged Debt and includes all Pledged Debt required to be pledged hereunder.

(iii)Other than Uncertificated Equity Interests (set forth in Part B of Schedule 3.4), there is no Investment-Related Property other than Securities represented by Security Certificates or Instruments in the possession of the Lender or the Senior Lender.

(iv)All Pledged Equity Interests included in the Collateral owned or held by it or on its behalf have been duly authorized and validly issued and are fully paid and non-assessable, and the Borrower is the direct owner, beneficially and of record, thereof, free and clear of all Liens (other than Liens expressly permitted by the Loan Documents or the Existing Senior Loan Documents).

(v)All Pledged Debt included in the Collateral owned or held by it or on its behalf has been duly authorized, issued and delivered and, where necessary, authenticated, and, to the knowledge of the Borrower, constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally.

(vi)(A) To the knowledge of the Borrower, none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (B) except as set forth on Schedule 3.4, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (C) no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any governmental authority or any other Person is required for the pledge by the Borrower of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Borrower, or for the exercise by the Lender of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

(vii)No Person other than the Lender or the Senior Lender has “control” (within the meaning of Article 8 of the UCC) over any Investment-Related Property of the Borrower.

(b)Registration in Nominee Name; Denominations.  The Borrower hereby agrees that (i) the Lender, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold, where applicable, Investment-Related Property included in the Collateral owned or held by it or on its behalf in the name of the Borrower, endorsed or assigned, where applicable, in blank or in favor of the Lender, (ii) at the Lender’s request, the Borrower will promptly give to the Lender copies of any material notices or other written communications received by it with respect to any Investment-Related Property included in the Collateral owned or held by it or on its behalf registered in its name and (iii) the Lender shall at all times have the right to exchange any certificates, instruments or other documents representing or evidencing any Investment-Related Property included in the Collateral owned or held by or on behalf of the Borrower for certificates, instruments or other documents of smaller or larger denominations for any reasonable purpose consistent with this Security Agreement.

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(c)Voting and Distributions.

(i)Unless and until an Event of Default shall have occurred and be continuing:

(A)The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents and the Existing Senior Loan Documents; provided, however, that the Borrower will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Property or the rights and remedies of any of the Secured Parties under this Security Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.

(B)The Lender shall execute and deliver to the Borrower, or cause to be executed and delivered to the Borrower, all such proxies, powers of attorney and other instruments as the Borrower may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).

(C)The Borrower shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Investment-Related Property included in the Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividends, interest and principal are not prohibited by, and not otherwise paid in a manner that violates the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws.  All non-cash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in any issuer or received in exchange for any Investment-Related Property, or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by the Borrower, shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender hereunder and shall to the extent certificated be forthwith delivered to the Lender in the same form as so received (with any necessary endorsement).

(ii)Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default:

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(A)all rights of the Borrower to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Lender, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest and principal received by or on behalf of the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Lender, shall be segregated from other property or funds of the Borrower and shall be forthwith delivered to the Lender upon demand in the same form as so received (with any necessary endorsement).  Any and all money and other property paid over to or received by the Lender pursuant to the provisions of this subsection (c)(ii)(A) shall be retained by the Lender in an account to be established in the name of the Lender, for the benefit of Lender and the other Secured Parties, upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.2.  Subject to the provisions of this subsection (c)(ii)(A), such account shall at all times be under the sole dominion and control of the Lender, and the Lender shall at all times have the sole right to make withdrawals therefrom and to exercise all rights with respect to the funds and other property from time to time therein or credited thereto as set forth in the Loan Documents. After all Events of Default have been cured or waived, the Lender shall, within five Business Days after all such Events of Default have been cured or waived, repay to the Borrower all cash dividends, interest and principal (without interest) that the Borrower would otherwise be permitted to retain pursuant to the terms of subsection (c)(i)(C) and which remain in such account.

(B)all rights of the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A), and the obligations of the Lender under subsection (c)(i)(B), shall cease, and all such rights shall thereupon become vested in the Lender, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that the Lender shall have the right from time to time following and during the continuance of an Event of Default to permit the Borrower to exercise such rights.  After all Events of Default have been cured or waived, the Borrower will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).

(d)Covenants and Agreements.  The Borrower hereby covenants and agrees as follows:

(i)The Borrower hereby agrees that all certificates or Instruments representing or evidencing Investment-Related Property acquired by the Borrower after the Applicable Date shall be delivered either to the Lender pursuant to the Credit Agreement or the Senior Lender pursuant to the Existing Senior Loan Documents.

(ii)At the request of the Lender, the Borrower as pledgor of Uncertificated Securities shall deliver to the Lender an agreement among the issuer thereof, the Lender and the Borrower, in form and substance reasonably satisfactory to the Lender, pursuant to which such issuer agrees to comply, upon notice by Lender that an Event of Default has occurred and is continuing, with any and all instructions originated by the Lender without further consent by the Borrower and not to comply with instructions regarding such Uncertificated Equity Interests originated by any other person other than a court of competent jurisdiction.  The Lender agrees with the Borrower that the Lender shall not give any such notice, instructions or directions to any such issuer unless an Event of Default has occurred and is continuing.

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(e)Limited Liability Company and Partnership Interests.  The Borrower acknowledges and agrees that (i) each interest in any limited liability company or limited partnership which is a Subsidiary, pledged hereunder and represented by a certificate shall be a Security and shall be governed by Article 8 of the UCC and (ii) each such interest shall at all times hereafter be represented by a certificate.  The Borrower has taken or will, prior to the pledge of any such certificated interest, will take, all steps necessary to cause the Organizational Documents of such limited liability company or limited partnership to provide that it is a Security governed by Article 8 of the UCC.  The Borrower further acknowledges and agrees that (A) each interest in any limited liability company or limited partnership which is a Subsidiary, pledged hereunder and not represented by a certificate shall not be a Security and shall not be governed by Article 8 of the UCC, and (B) the Borrower shall at no time elect to treat any such interest as a Security or issue any certificate representing such interest, unless the Borrower provides prior written notification to the Lender of such election and promptly delivers any such certificate to the Lender pursuant to the terms hereof together with appropriate undated stock powers or instruments of transfer executed in blank.

Section 3.5Letter-of-Credit Rights.  The Borrower represents and warrants to the Lender and the other Secured Parties that Schedule 3.5 hereto sets forth, as of the Applicable Date, each letter of credit giving rise to a Letter-of-Credit Right included in the Collateral owned or held by or on behalf of the Borrower.

Section 3.6Commercial Tort Claims.

(a)Representations and Warranties.  The Borrower represents and warrants to the Lender and the other Secured Parties that Schedule 3.6 hereto sets forth, as of the Applicable Date, all Material Commercial Tort Claims.

(b)Covenants and Agreements.  The Borrower hereby covenants and agrees that it shall provide the Lender with prompt written notice of each Material Commercial Tort Claim, and any judgment, settlement or other disposition thereof and will take such action as the Lender may request to grant and perfect a security interest therein in favor of the Lender and the other Secured Parties.

Section 3.7Financing Statements.  The Borrower represents and warrants to the Lender and the other Secured Parties that:

(a)Financing statements in substantially the form of Schedule 3.7(a) hereto have been prepared by the Borrower and such form of financing statements contain: (i) the true and correct name of the Borrower, (ii) the true and correct mailing address of the Borrower, (iii) the true and correct jurisdiction of organization of the Borrower, and (iv) the true and correct organizational identification number of the Borrower, if any.

(b)Attached hereto as Schedule 3.7(b) is a schedule setting forth, with respect to the filings described in Section 3.7(a) above, the filing office in the jurisdiction in which the Borrower is incorporated.

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ARTICLE 4.

FURTHER ASSURANCES; FILING AUTHORIZATION

Section 4.1Further Assurances.  The Borrower hereby covenants and agrees, at its own cost and expense, to execute, acknowledge, deliver and/or cause to be duly filed all such further agreements, instruments and other documents (including favorable legal opinions in connection with the acquisition of any material assets or the acquisition or creation of a subsidiary by the Borrower) if reasonably required by the Lender and take all such further actions, that the Lender may from time to time reasonably request to preserve, protect and perfect the Security Interest granted by it and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with its execution and delivery of this Security Agreement, the granting by it of the Security Interest and the filing of any Financing Statements or other documents in connection herewith or therewith, transferring Collateral to the Lender’s possession (if a security interest in such Collateral can be perfected by possession), placing the interest of the Lender as lienholder on the certificate of title of any Motor Vehicle (subject to the limitations in Section 3.2(b) hereof) and, to the extent reasonably required by the Lender using commercially reasonable efforts to obtain waivers of Liens from landlords and mortgagees on forms reasonably satisfactory to the Lender.

Section 4.2Filings.  The Borrower hereby irrevocably authorizes the Lender at any time and from time to time to file in any relevant jurisdiction any Financing Statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any Financing Statement or amendment relating to the Collateral, including (i) whether the Borrower is an organization, the type of organization and any organizational identification number issued to the Borrower, (ii) in the case of a Financing Statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, (iii) any financing or continuation statements or other documents without the signature of the Borrower where permitted by law, including the filing of a Financing Statement describing the Collateral as (A) “all assets now owned or hereafter acquired by the Borrower or in which Borrower otherwise has rights” or any similar phrase, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail, and (B) in the case of a Financing Statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates.  The Borrower agrees to provide all information described in the immediately preceding sentence to the Lender promptly upon the reasonable request by the Lender.  The Borrower also ratifies its authorization for the Lender to have filed in any Uniform Commercial Code jurisdiction any like Financing Statements or amendments thereto if filed prior to the date hereof.

ARTICLE 5.

REMEDIES UPON DEFAULT

Section 5.1Remedies Generally.

(a)General Rights.  Upon the occurrence and during the continuance of an Event of Default, the Borrower agrees to deliver each item of Collateral owned or held by it or on its behalf to the Lender on demand, and it is agreed that the Lender shall have the right to take any of or all the following actions at the same or different times: (i) with respect to any Collateral consisting of Commercial Tort Claims, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any such Collateral by the Borrower to the Lender, or, (ii) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral owned or held by it or on its behalf and without liability for trespass to enter any premises where such Collateral may be located for the purpose of taking possession of or removing such Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law, and (iii) appoint a receiver for all or any portion of the Collateral.  Without limiting the generality of the foregoing, the Borrower agrees that the Lender shall have the right, upon the occurrence and during the continuance of an Event of Default, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of any of the Collateral owned or held by or on behalf of the Borrower, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. The Lender shall be irrevocably authorized at any such sale of such Collateral constituting securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale, the Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay, valuation and appraisal which the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

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(b)Sale of Collateral.  The Lender shall give the Borrower ten days’ written notice (which the Borrower agrees is reasonable notice within the meaning of Section 9-611 of the UCC as in effect in the State of Colorado or its equivalent in other jurisdictions (or any successor provisions)) of the Lender’s intention to make any sale of any of the Collateral owned or held by or on behalf of the Borrower.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Lender may (in its sole and absolute discretion) determine. The Lender shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.  The Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Lender until the sale price is paid by the purchaser or purchasers thereof, but the Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of the Borrower (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Borrower as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Borrower therefor.  For purposes hereof, (i) a written agreement to purchase any of the Collateral shall be treated as a sale thereof, (ii) the Lender shall be free to carry out such sale pursuant to such agreement, and (iii) the Borrower shall not be entitled to the return of any of the Collateral subject thereto, notwithstanding the fact that after the Lender shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Lender may proceed by a suit or suits at law or in equity to foreclose upon any of the Collateral and to sell any of the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.  Any sale pursuant to the provisions of this Article shall be deemed to conform to the commercially reasonable standards as provided in Part 6 of Article 9 of the UCC as in effect in the State of Colorado or its equivalent in other jurisdictions (or any successor provisions).  Without limiting the generality of the foregoing, the Borrower agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Secured Obligations, it shall be liable for the resulting deficiency and the fees, charges and disbursements of any counsel employed by the Lender or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Lender arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale pursuant to this Article was less than the price that might have been obtained at a public sale, even if the Lender accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements in this Section may be specifically enforced, (D) the Lender may sell any such Collateral without giving any warranties as to such Collateral, and the Lender may specifically disclaim any warranties of title or the like, and (E) the Lender shall have no obligation to marshal any such Collateral.

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Section 5.2Application of Proceeds of Collateral.

(a)Except as expressly provided elsewhere in this Security Agreement and in Section 8.3 of the Credit Agreement, all proceeds received by the Lender in respect of any sale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Lender against, the Secured Obligations in the following order of priority:

FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Lender (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented out-of-pocket court costs and the reasonable and documented fees and expenses of its agents and legal counsel, all amounts for which the Lender is entitled to indemnification under the Credit Agreement, the repayment of all advances made by the Lender hereunder or under any other Loan Document on behalf of the Borrower and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the extent of any excess of such proceeds, to the payment in full of the Secured Obligations; and

THIRD, to the extent of any excess of such proceeds to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Lender shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement.  Upon any sale of the Collateral by the Lender (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Lender or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Lender or such officer or be answerable in any way for the misapplication thereof.

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Section 5.3Investment-Related Property.  In view of the position of the Borrower in relation to the Investment-Related Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Investment-Related Property permitted hereunder. The Borrower understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Lender if the Lender were to attempt to dispose of all or any part of the Investment-Related Property, and might also limit the extent to which or the manner in which any subsequent transferee of any Investment-Related Property could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Lender in any attempt to dispose of all or part of the Investment-Related Property under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect.  The Borrower recognizes that in light of such restrictions and limitations the Lender may, with respect to any sale of Investment-Related Property that is subject to such restrictions and limitations, limit the purchasers to those who will agree, among other things, to acquire such Investment-Related Property for their own account, for investment, and not with a view to the distribution or resale thereof.  The Borrower acknowledges and agrees that in light of such restrictions and limitations, the Lender, upon and during the continuance of any Event of Default, in its sole and absolute discretion, (i) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Investment-Related Property that is subject to such restrictions and limitations, or any part thereof, shall have been filed under the Federal Securities Laws and (ii) may approach and negotiate with a single potential purchaser to effect such sale.  The Borrower acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Lender shall incur no responsibility or liability for selling all or any part of the Investment-Related Property at a price that the Lender, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached.  The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Lender sells any such Investment-Related Property.

Section 5.4Registration, etc.  The Borrower agrees that, upon the occurrence and during the continuance of an Event of Default, if for any reason the Lender desires to sell any of the Pledged Collateral owned or held by or on behalf of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Lender, use its commercially reasonable efforts to take or to cause, where applicable, the issuer of such Pledged Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Lender to permit the public sale of such Pledged Collateral.  The Borrower further agrees to indemnify, defend and hold harmless the Lender, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel), and claims (including the costs of investigation) that they may incur, insofar as such loss, liability, expense or claim, as applicable, relates to the Borrower or any of its property, and arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Borrower or the issuer of such Pledged Collateral, as applicable, by the Lender or any other Secured Party expressly for use therein.  The Borrower further agrees, upon such written request referred to above, to use its commercially reasonable efforts to qualify, file or register, or cause, where applicable, the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral owned or held by or on behalf of the Borrower under the Blue Sky or other securities laws of such states as may be requested by the Lender and keep effective, or cause to be kept effective, all such qualifications, filings or registrations.  The Borrower will bear all costs and expenses of carrying out its obligations under this Section.  The Borrower acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced.

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Section 5.5Deficiency.  The Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Secured Obligations and the reasonable and documented out-of-pocket fees and disbursements of any attorneys employed by the Lender to collect such deficiency.

ARTICLE 6.

CONCERNING THE LENDER

Section 6.1In General.  The Lender shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Collateral), in accordance with this Security Agreement and the Credit Agreement.  The Lender may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith except for gross negligence or willful misconduct.

Section 6.2Lender Appointed Attorney-in-Fact.  The Borrower hereby appoints the Lender and any officer or agent thereof, as its true and lawful agent and attorney-in-fact for the purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, and without limiting the generality of the foregoing, the Lender shall have the right, with power of substitution for the Borrower and in the Borrower’s name or otherwise, for the use and benefit of the Lender and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default, (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral owned or held by it or on its behalf or any part thereof; (ii) to demand, collect, receive payment of, give receipt for, and give discharges and releases of, any of such Collateral; (iii) to sign the name of the Borrower on any invoice or bill of lading relating to any of such Collateral; (iv) to send verifications of Receivables included in the Collateral owned or held by it or on its behalf to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on any of the Collateral owned or held by it or on its behalf or to enforce any rights in respect of any of such Collateral; (vi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any of such Collateral; (vii) to notify, or to require the Borrower to notify, Account Debtors and other obligors to make payment directly to the Lender, (viii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any of such Collateral, and (ix) to do all other acts and things necessary to carry out the purposes of this Security Agreement, as fully and completely as though the Lender were the absolute owner of such Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to any of the Collateral or the monies due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Lender or any other Secured Party with respect to any of the Collateral shall give rise to any defense, counterclaim or offset in favor of the Borrower or to any claim or action against the Lender or any other Secured Party. The provisions of this Article shall in no event relieve the Borrower of any of its obligations hereunder or under the other Loan Documents with respect to any of the Collateral or impose any obligation on the Lender or any other Secured Party to proceed in any particular manner with respect to any of the Collateral, or in any way limit the exercise by the Lender or any other Secured Party of any other or further right that it may have on the date of this Security Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. Any sale pursuant to the provisions of this paragraph shall be deemed to conform to the commercially reasonable standards as provided in Section 9-611 of the UCC as in effect in the State of Colorado or its equivalent in other jurisdictions (or any successor provisions).

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Section 6.3Reimbursement of Lender.  The Borrower agrees to pay to the Lender the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees, other charges and disbursements of counsel and of any experts or agents, that the Lender may incur in connection with (i) the administration of this Security Agreement relating to the Borrower or any of its property, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral owned or held by or on behalf of the Borrower, (iii) the exercise, enforcement or protection of any of the rights of the Lender hereunder relating to the Borrower or any of its property, or (iv) the failure by the Borrower to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Lender and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including reasonable counsel fees, other charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (a) the execution or delivery by the Borrower of this Security Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the performance by the Borrower of its obligations under the Loan Documents and the other transactions contemplated thereby or (b) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Any amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents.  The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Security Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Security Agreement or any other Loan Document or any investigation made by or on behalf of the Lender or any other Secured Party.  All amounts due under this Section shall be payable within ten days of written demand therefor and shall bear interest at the rate specified in Section 3.1 of the Credit Agreement.

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ARTICLE 7.

WAIVERS; AMENDMENTS

No failure or delay of the Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Lender and the other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Security Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. Neither this Security Agreement nor any provision hereof may be waived, amended, supplemented or otherwise modified, or any departure therefrom consented to, except pursuant to an agreement or agreements in writing entered into by, between or among the Lender and the Borrower with respect to which such waiver, amendment, other modification or consent is to apply, subject to any consent required in accordance with Section 10.2 of the Credit Agreement.

ARTICLE 8.

SECURITY INTEREST ABSOLUTE

In each case to the extent permitted by law, all rights of the Lender hereunder, the Security Interest and all obligations of the Borrower hereunder shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations, or any other agreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other waiver, amendment, supplement or other modification of, or any consent to any departure from, the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (iii) except as otherwise expressly permitted under the Loan Documents or effected pursuant thereto, any exchange, release or non-perfection of any Lien on any other collateral, or any release or waiver, amendment, supplement or other modification of, or consent under, or departure from, any guaranty, securing or guaranteeing all or any of the Secured Obligations, or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of the Secured Obligations or in respect of this Security Agreement or any other Loan Document.

ARTICLE 9.

TERMINATION; RELEASE

Section 9.1Termination.  At such time as the Funding Loans and the other Secured Obligations shall have been paid in full in cash, and the Funding Commitments shall have expired or been shall be outstanding, the Collateral shall be released from the Security Interest created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of the Lender and the Borrower hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower.  At the request and sole expense of the Borrower following any such termination, the Lender shall deliver to Borrower any Collateral held by the Lender hereunder, and execute and deliver to the Lender such documents as the Lender shall reasonably request to evidence such termination.

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Section 9.2Other Releases of Collateral.

(a)Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released.

(b)Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to the Borrower), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by the Borrower of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property).

(c)If any of the Pledged Equity Interests in any Subsidiary are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary would no longer be a Subsidiary, then the obligations of such Subsidiary under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary shall be automatically released.

In connection with any termination or release pursuant to this Section, the Lender shall execute and deliver to the Borrower, at the Borrower’s own cost and expense, all Uniform Commercial Code termination statements, certificates for terminating the Liens on the Motor Vehicles (if any) and other similar documents that the Borrower may reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Lender or any other Secured Party.

ARTICLE 10.

NOTICES

All communications and notices hereunder shall be in writing and given as provided in Section 10.1 of the Credit Agreement.  All communications and notices hereunder to the Lender or the Borrower shall be given to it at its address for notices set forth in such Section.

ARTICLE 11.

BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS

Whenever in this Security Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Borrower that are contained in this Security Agreement shall bind and inure to the benefit of each party hereto and its successors and assigns.  This Security Agreement shall become effective as to the Borrower when a counterpart hereof executed on behalf of the Borrower shall have been delivered to the Lender and a counterpart hereof shall have been executed on behalf of the Lender, and thereafter shall be binding upon the Borrower and the Lender and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Lender and the other Secured Parties, and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights or obligations hereunder or any interest herein or in any of the Collateral (and any such attempted assignment shall be void), except as expressly contemplated or permitted by this Security Agreement or the other Loan Documents.

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ARTICLE 12.

SURVIVAL OF AGREEMENT; SEVERABILITY

All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Lender and the other Secured Parties and shall survive the execution and delivery of any Loan Document and the making of any Funding Loan, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Security Agreement shall terminate. In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of such invalid, illegal or unenforceable provisions.

ARTICLE 13.

MISCELLANEOUS

Section 13.1GOVERNING LAW.  THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.

Section 13.2Counterparts; Integration.  This Security Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute but one contract (subject to Article 12), and shall become effective as provided in Article 12.  This Security Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Delivery of an executed counterpart of this Security Agreement by facsimile transmission or by email in .pdf format shall be as effective as delivery of a manually executed counterpart of this Security Agreement.

Section 13.3Headings.  Article and Section headings used herein are for convenience of reference only, are not part of this Security Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Security Agreement.

Section 13.4Jurisdiction; Venue; Consent to Service of Process.  The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of Colorado, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such Colorado court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Lender or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Loan Documents against the Borrower or any of its property in the courts of any jurisdiction. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Loan Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Article 10. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

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Section 13.5WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SECURITY AGREEMENT. EACH PARTY HERETO HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ARTICLE.

Section 13.6Reinstatement.  To the extent that any payment made or received with respect to the Secured Obligations is subsequently set aside, defeased or required to be repaid to any Person for any reason, then such Secured Obligations, and the Liens corresponding thereto, shall be automatically revived as if such payment had not been received and this Security Agreement shall continue to be in full force and effect or reinstated, as the case may be.

Section 13.7Intercreditor Agreement.  Notwithstanding anything herein to the contrary, the lien and security interest granted to the Lender pursuant to this Security Agreement and the exercise of any right or remedy by the Lender hereunder are subject to the provisions of the Intercreditor Agreement, dated as of March 1, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Senior Lender, the Lender, the Borrower, the Subsidiary Guarantor and RMB Resources, Inc., a Delaware corporation, in its capacity as administrative agent under the Existing Senior Facility Agreement, and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Security Agreement, the terms of the Intercreditor Agreement shall govern and control.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge and Security Agreement as of the day and year first above written.

BORROWER

NEUTRON ENERGY, INC., a Nevada corporation

By:

Name:

Title:

LENDER

URANIUM RESOURCES, INC., a Delaware corporation

By:

Name:

Title:

Schedule 3.2(a)

Collateral Locations

Corporate Headquarters – Englewood, Colorado

9000 E. Nichols Ave, Suite 225

Englewood, CO 80112

Field Office – Albuquerque, New Mexico

2511 Broadbent Parkway, Suite A

Albuquerque, NM 87107

Juan Tafoya Field Locations

Surface properties under Lease from Juan Tafoya Land Corporation

Cebolleta Field Locations

Surface properties under Lease from La Merced del Pueblo de Cebolleta

Schedule 3.4

Part A – Certificated Equity Interests:

None.

Part B – Uncertificated Equity Interests:

Subsidiary	Jurisdiction of Organization	Ownership Interest	Percentage of Class
Cibola Resources LLC	Delaware	Membership interests	100%

Part C – Pledged Debt

A.	Arizona Business Bank Certificate of Deposit in the amount of $81,250.00 (No. 210009187) in support of an Irrevocable Standby Letter of Credit No. 1479, dated March 24, 2009, between Arizona Business Bank and Neutron Energy, Inc.
B.	Arizona Business Bank Certificate of Deposit in the amount of $33,780.00 (No. 210009179) in support of an Irrevocable Standby Letter of Credit No. 1480, dated March 24, 2009, between Arizona Business Bank and Neutron Energy, Inc.
C.	Arizona Business Bank Certificate of Deposit in the amount of $52,000.00 (No. 210009438) in support of an Irrevocable Standby Letter of Credit No. 1505, dated August 25, 2009, between Arizona Business Bank and Neutron Energy, Inc.
D.	Arizona Business Bank Certificate of Deposit in the amount of $18,270.00 (No. 210009411) in support of an Irrevocable Standby Letter of Credit No. 1506, dated August 25, 2009, between Arizona Business Bank and Neutron Energy, Inc.
E.	Arizona Business Bank Certificate of Deposit in the amount of $41,625.00 (No. 100040292) in support of an Irrevocable Standby Letter of Credit No. 1575, dated January 6, 2009, between Arizona Business Bank and Neutron Energy, Inc.
F.	Arizona Business Bank Certificate of Deposit in the amount of $46,980.00 (No. 100040306) in support of an Irrevocable Standby Letter of Credit No. 1576, dated January 6, 2009, between Arizona Business Bank and Neutron Energy, Inc.
G.	Arizona Business Bank Certificate of Deposit in the amount of $25,000.00 (No. 210010398) in support of an Irrevocable Standby Letter of Credit No. 148, dated April 17, 2008, between Arizona Business Bank and Neutron Energy, Inc.

Schedule 3.5

Letter-of-Credit Rights

None.

Section 3.6

Commercial Tort Claims

None.

Schedule 3.7(a)

Financing Statements

[Attached.]

Schedule 3.7(b)

Applicable Filing Offices

Borrower	Applicable Filing Office
Neutron Energy, Inc.	Secretary of State of the State of Nevada

EX-10.7

Exhibit 10.7

FORBEARANCE AND DEBT CONVERSION AGREEMENT

This Forbearance  and Debt Conversion Agreement (the “Agreement”) is made effective March 1, 2012, by and among RMB Australia Holdings, Ltd., a banking corporation organized under the laws of Australia (“RMBAH” or “First Lien Creditor”), RMB Resources, Inc. a Delaware corporation (“RMB”) in its capacity as Agent for the First Lien Creditor (in such capacity, together with its successors in such capacity, the “First Lien Collateral Agent), Uranium Resources Inc., a Delaware corporation (“URI” or “Company”), Neutron Energy, Inc., a Nevada corporation (“Neutron” or “Borrower”) and Cibola Resources, LLC, a Delaware limited liability corporation, (“CRL” or the “Subsidiary Guarantor,” and together with Neutron, the “Borrower Parties).

WHEREAS, RMB and RMBAH, pursuant to a Facility Agreement dated April 5, 2010 (as so amended and as further amended, restated, supplemented, modified, replaced or refinanced from time to time, the “First Lien Facility Agreement”), made loans and credit available to Neutron, in an outstanding amount as of December 31, 2011 $26,787,157.00 ($24 Million in principal plus accrued interest as of that date) (the “Existing RMB Loan”);

WHEREAS, RMB, RMBAH and the Borrower Parties also entered into the Securities (as defined in the First Lien Facility Agreement), pursuant to which the Borrower Parties granted security interests over substantially all their assets in order to secure the Existing RMB Loan (the “First Lien Security Documents”);

WHEREAS, certain parties including the Company and Neutron have executed an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”) and related agreements pursuant to which Neutron would merge with a subsidiary of URI and become a wholly-owned subsidiary of URI (the “Merger”);

WHEREAS, in the Transaction Agreements, the Resource Capital Fund V. L.P. (the “Fund”) proposes to take an equity position in the Company, resulting in payment of the Existing RMB Loan and discharge of the obligations the Borrower Parties owe RMBAH and RMB under the First Lien Facility Agreement, as set forth in the Transaction Agreements including an Investment Agreement, Registration Rights Agreement, and Stockholders’ Agreement, all of even date herewith, between URI and the Fund;

WHEREAS, the Existing RMB Loan is to be repaid as contemplated by the Transaction Agreements by means of $20,000,000.00 in cash that URI will receive from the Fund on the Closing Date and then in turn pay to RMB, along with 8,361,327 shares of Common Stock to be issued to RMBAH (the “RMB Conversion Shares”) as further described in this Agreement;

WHEREAS, RMB and RMBAH have agreed to extend the term of the First Lien Facility Agreement up to and including the earlier of March 1, 2012; the date on which the Transaction Agreements are duly executed by all parties to them; or the date on which the Fund, URI or Neutron indicates that it will not proceed with the transactions contemplated by the Transaction Agreements, in order to facilitate and accommodate the Merger and transactions described herein;

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WHEREAS, though Borrower is current on its obligations as they have been extended under the First Lien Facility Agreement, unless payment in full is received within the deadlines stated above, an Event of Default as defined in the First Lien Facility Agreement shall occur;

WHEREAS, each Borrower Party’s entry into the Transaction Agreements to which it is a party will, without waiver by RMB, result in the breach of additional covenants under the First Lien Facility Agreement, including Section 9.10(c), 9.17(a), and 9.19(b) thereof.

WHEREAS, the execution and performance of the Merger Agreement by all the parties thereto are material conditions to the assent by RMB and RMBAH to the terms and conditions of this Agreement;

WHEREAS, URI has proposed to provide working capital to Neutron in order to finance operations of Neutron through the Closing Date specified in the Merger Agreement, pursuant to, inter alia, the Credit and Funding Agreement and Promissory Note of even date herewith (the “Second Lien Loan Documents”).  URI proposes to secure these loans through second-priority liens over substantially all the assets of the Borrower Parties through a Security Agreement and certain mortgages (the “Second Lien Security Documents”).  The Lenders also contemplate executing concurrently herewith an Intercreditor Agreement that vests enforcement rights in RMB pertaining to any exercise of remedies pursuant to the First Lien Security Documents and/or the Second Lien Security Documents (the “Intercreditor Agreement”);

WHEREAS, the parties desire to enter a legally binding agreement whereby RMBAH and RMB will agree to accept the payment and discharge of the Existing RMB Loan and all other obligations the Borrower Parties owe RMBAH and RMB under the First Lien Facility Agreement and First Lien Security Documents, and whereby RMBAH and RMB will agree to forbear from the exercise of any creditors remedies otherwise available to them under the First Lien Security Documents or Second Lien Security Documents for a term up to and including the earlier of (i) the Closing Date and (ii) the termination of the Merger Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, in addition to other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I.           Definitions.

Capitalized terms used herein shall have the meaning given in this Agreement, unless reference is made to another agreement defining the term.

Additional Holders shall mean (a) any Affiliate of any Holder who acquires Common Stock or Other Securities and (b) the Permitted Assignees of Registrable Securities who, from time to time, acquire Registrable Securities from a Holder or Holders and own Registrable Securities at the relevant time, agree to be bound by the terms hereof and become Holders for purposes of this Agreement.

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Affiliate of a Person shall mean any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such other Person.  For purposes of this definition, “control” shall mean the ability of one Person to direct the management and policies of another Person.

Agreement shall have the meaning ascribed thereto in the Preamble hereof.

Borrower shall have the meaning ascribed thereto in the Preamble hereof.

Borrower Parties shall have the meaning ascribed thereto in the Preamble hereof.

Business Day shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York.

Closing shall have the meaning assigned to such term in the Merger Agreement.

Closing Date shall have the meaning assigned to such term in the Merger Agreement.

Collateral shall mean any assets of the Borrower Parties subject to a security interest granted by any Borrower Party pursuant to the Credit Documents.

Commission shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws.

Common Stock shall mean the shares of common stock, $0.001 par value per share, of Company, as adjusted from time to time to reflect any merger, consolidation, recapitalization, reclassification, split-up, stock dividend, rights offering, stock split or reverse stock split made, declared or effected with respect to the Common Stock.

Company shall have the meaning ascribed thereto in the Preamble hereof.

Credit Documents shall mean the First Lien Facility Agreement and all the Securities and Transaction Documents as defined therein, the Second Lien Credit and Funding Agreement of even date herewith between URI and Neutron and all  Loan Documents as defined therein (including all Security Documents) and any document executed by a Borrower Party relating to a loan or extension of credit, or security for a loan or extension of credit, arranged by or administered by RMBAH or RMB, including documents administered by RMB pursuant to the Intercreditor Agreement.  “Credit Documents” shall include the Intercreditor Agreement.  This Agreement shall be deemed a “Transaction Document” within the meaning of the First Lien Facility Agreement.

Event of Default shall mean any of the events described in Section X.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

Fund shall have the meaning ascribed thereto in the Recitals.

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Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

Existing RMB Loan shall have the meaning ascribed thereto in the Recitals.

First Lien Facility Agreement shall have the meaning ascribed thereto in the Recitals.

Forbearance Period shall mean the period of time defined in Section II(b) of this Agreement.

Holder shall mean (i) RMBAH, (ii) RMB, (iii) any other Person who owns Registrable Securities at the relevant time and is a party to this Agreement or (iv) any Additional Holder.

Intercreditor Agreement shall have the meaning ascribed thereto in the Recitals.

Investment Agreement shall have the meaning ascribed thereto in the Recitals.

Lenders shall mean RMB, RMBAH, URI, and any party who provides loans or credit pursuant to any Credit Document.

Liens shall mean any security interest over any real or personal property granted by any Borrower Party to any Lender.

Material Adverse Effect shall mean, with respect to the Company or Neutron, any fact, circumstance, change, event, occurrence or effect that is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), businesses, operations, prospects or results of operations of such party, its subsidiaries and its material joint ventures, taken as a whole.

Merger shall have the meaning ascribed thereto in the Recitals.

Merger Agreement shall have the meaning ascribed thereto in the Recitals.

Neutron Budget shall mean a detailed 8-month budget for Neutron for the period beginning January 1, 2012, which covers with specificity the exploration, development, management and operation of Neutron’s properties and the detailed budget relating to such activities prepared by Neutron and approved by the Fund and Company.

Offering shall mean the distribution of the RMB Conversion Shares to RMBAH.

Permitted Assignee shall mean (a) any Affiliate of any Holder who acquires Registrable Securities from such Holder, or its Affiliates, or (b) any other Person who acquires any Registrable Securities of any Holder or Holders who is designated as a Permitted Assignee by such Holder in a written notice to Company; provided, however, that the rights of any Person designated as a Permitted Assignee referred to in the foregoing clause (b) shall be limited if, and to the extent, provided in such notice.

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Person shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

Properties shall mean the real property legally or beneficially owned or leased by a Borrower Party in which a security interest has been granted to a Lender in any Credit Document.

RCF Investment Agreement shall have the meaning assigned to such term in the Merger Agreement.

RCF Shares shall mean the shares of Common Stock issued to the Fund pursuant to the RCF Investment Agreement.

Resale Registration means a registration effected pursuant to Section VI.1(a) hereof.

Resale Registration Statement means a registration statement of Company relating to a Resale offering in accordance with Rule 415 of the Securities Act, or any similar rule that may be adopted by the Commission, pursuant to the provisions of Section VI.1(a) hereof which covers all of the Registrable Securities held by the Holders, on an appropriate form under the Securities Act, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

RMB Conversion Shares shall have the meaning ascribed thereto in the Recitals.

RMB Closing Costs shall have the meaning given in Section III(b) hereof.

Registrable Securities shall mean the Common Stock of Company owned by the Holders as of the date hereof and at any time in the future; and, if as a result of any reclassifica­tion, stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, sale of all or substantially all of the assets of Company or other reorganization or other transaction or event, any capital stock, evidence of indebtedness, warrants, options, rights or other securities (collectively “Other Securities ”) are issued or transferred to a Holder in respect of Registrable Securities held by the Holder, references herein to Registrable Securities shall be deemed to include such Other Securities.  Shares of Common Stock and Other Securities that are Registrable Securities shall cease to be Registrable Securities at the earlier of (i) such time as they may be sold under Rule 144(b)(1) under the Securities Act without volume or other limitation or (ii) the date they are sold pursuant to Rule 144 or an effective registration statement.

Secured Obligations shall mean the obligations of any Borrower Party to repay loans or credit arranged by or administered by RMBAH or RMB pursuant to the First Lien Facility Agreement, the First Lien Security Documents or the Intercreditor Agreement, and for the avoidance of doubt includes the “Secured Moneys” (as defined in the First Lien Facility Agreement).

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Securities Act shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

Transaction Agreements shall have the meaning given in the Merger Agreement and shall include inter alia the Merger Agreement, the Registration Rights Agreement between URI and the Fund, and the Investment Agreement among URI, the Fund, and Neutron.

II.          Forbearance by RMBAH and RMB.

a.           Generally. In consideration of the representations, warranties, and agreements of the Borrower Parties contained herein, and those given by URI and the Fund in the Merger Agreement and Transaction Agreements, and except as otherwise expressly provided herein, RMBAH and RMB, for themselves and each of the Lenders, agree that during the Forbearance Period, the Lenders will not declare a default, commence any legal proceeding or take any other action against any of the Borrower Parties to collect the Secured Obligations or other amounts due under the First Lien Loan Documents or Second Lien Loan Documents, or to exercise creditors remedies or foreclose any Liens on the Properties, or to enforce against any of the Borrower Parties any of its other rights and remedies under the  Credit Documents.

b.           Forbearance Period. The Forbearance Period shall have a term commencing on the execution of this Agreement and ending on the Closing Date, subject to earlier termination pursuant to the terms of Section II(c). The Forbearance Period may be extended from time to time by written agreement executed by all of the signatories to this Agreement.

c.           Early Termination of the Forbearance Period.  Notwithstanding any provision of this Agreement to the contrary, RMB, in its sole discretion, or upon the direction of the Lenders, may declare the Forbearance Period to be terminated if any of the following events shall have occurred:

i.	Any of the Borrower Parties or URI shall fail to comply with any of the material agreements, covenants, or other terms set forth in this Agreement.
ii.	Termination of the Merger Agreement pursuant to Section 7.1 thereof or the Closing does not occur for any reason;
iii.	Any Borrower Party shall commence, have commenced against it, or acquiesce in the commencement of any proceeding relating to its bankruptcy, insolvency, liquidation, or reorganization, or for the adjustment of its debts, or for the appointment of a receiver, trustee, or similar custodian or it or for any substantial portion of its property, or it shall make an assignment for the benefit of creditors.
iv.	The terms of the Merger Agreement are amended without the prior written consent of RMB in any case where such amendment would have an adverse effect on RMB.

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d.                 Enforcement Unaffected.  Upon the expiration date of the Forbearance Period as provided herein or the earlier termination thereof pursuant to Section II(c), and subject to the terms of the Intercreditor Agreement, RMB and the Lenders shall be entitled at any time and from time to time to enforce all of their rights and remedies in respect of any default under any Credit Document then or thereafter in existence, to the same extent as if RMB and RMBAH had not agreed to forbear from doing so during the Forbearance Period. RMB and the Lenders do not hereby waive any default under any Credit Document that now exists or that may occur at any time hereafter. The fact of RMB’s and the Lenders’ forbearance during the Forbearance Period shall not be construed as a waiver of any of RMB’s or the Lenders’ rights or remedies, nor shall it be the basis to deem RMB or any Lender estopped from taking any action after the expiration or termination of the Forbearance Period. All statutes of limitation applicable to actions that RMB or any Lender may be entitled to bring to enforce its rights and remedies against any obligor or the Collateral shall be tolled during the Forbearance Period, and each time period provided in each such statute of limitations shall be extended by a period of time equal to the duration of the Forbearance Period.

III.       Covenants, Representations and Warranties of Borrower Parties

a.           Taxes.  The Borrower Parties shall pay or cause to be paid in full when due, and in any event before they become past due, all taxes due and owing with respect to the Properties for the tax year that commenced January 1, 2010. This obligation under this clause shall survive the termination of the Forbearance Period in accordance with the terms of this Agreement.

b.           Payment of Costs and Fees. The Borrower Parties shall pay to RMB all of RMB’s out-of-pocket costs and expenses (including the fees and expenses of RMB’s counsel) incurred in connection with the preparation, review, execution, delivery, administration, modification, amendment or enforcement of this Agreement, any Transaction Agreement, or any of the Credit Documents, which shall not exceed $50,000.00  in aggregate (collectively, the “RMB Closing Costs”).

c.           Sublease of Property.  The Borrower Parties shall not lease or sublease the Properties, grant any other rights of occupancy or use of and of the Properties, or assign or consent to the assignment of any such lease, sublease or other rights, without the prior written consent of RMB.

d.           Information Requests.  The Borrower Parties shall deliver to RMB such information as RMB may request from time to time as provided in the First Lien Facility Agreement regarding the operating budget of Neutron, the Properties, the Borrower Parties or the transactions that are contemplated by this Agreement or the Credit Documents according to the terms thereof.

e.           Approval Rights.  RMB shall continue to exercise approval rights over any and all transfers of funds from any account owned or held for the benefit of Neutron, as provided in the First Lien Facility Agreement or in any Credit Document, including the Proceeds Account under the First Lien Facility Agreement; provided that RMB approval shall be given with respect to any funds received from Company pursuant to the Second Lien Loan Documents and expended in accordance with the Neutron Budget.

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f.           Covenants of First Lien Facility Agreement.  Borrower Parties shall comply with all the covenants of the First Lien Facility Agreement and the Credit Documents, specifically excluding Sections 9.10(c), 9.17(a), and 9.19(b) of the First Lien Facility Agreement, and in each case only to the extent necessary to permit execution, entry, delivery, and performance by the Borrower Parties of the Transaction Agreements and the Credit Documents and not in any other respect or with respect to any other transaction.  Anything to the contrary herein or in the First Lien Facility Agreement or any Credit Document notwithstanding, Borrower Parties may use any funds received from Company pursuant to the Second Lien Loan Documents in accordance with the Neutron Budget.

g.           Representations and Warranties of First Lien Facility Agreement.  Borrower Parties restate as of the date hereof, and incorporate herein as though set forth anew in full in this Agreement, all the representations and warranties of the First Lien Facility Agreement and all Credit Documents specifically excluding the representations and warranties of Section 8.1(o) and 8.1(p) of the First Lien Facility Agreement, and in each case only to the extent necessary to permit execution, entry, delivery, and performance by the Borrower Parties of the Transaction Agreements and the Credit Documents and not in any other respect or with respect to any other transaction.

h.           Liens.  Each Borrower Party agrees that it will not create or permit to exist any Lien on the Property except (A) any Liens created or permitted by the Credit Documents, (B) the liens disclosed on Schedule A to the extent junior to the Liens described in clause (A), and (C) other mechanics’ and materialmen’s liens created after the date hereof in respect of work performed or materials delivered, none of which secures individually an obligation in excess of $100,000.00, and which are junior to the liens described in clause (A) and (B).

IV.        Credit Documents Affirmed.

Except to the extent expressly provided herein, the Credit Documents are not affected hereby and continue in full force and effect in accordance with their original terms. RMB and the Lenders have agreed to the terms of this Agreement in their sole discretion, and such agreement in no way obligates RMB or any Lender to agree to any further modification of or forbearance under the First Lien Facility Agreement or other Credit Documents at any time in the future, regardless of any similarity of circumstances.

V.        Payments of Existing RMB Loan on Closing Date.

Notwithstanding any provision of the First Lien Facility Agreement or any Credit Document to the contrary:

a.           On or by the Closing Date:

i. The Fund will pay to URI $20,000,000.00 in cash in accordance with the terms and conditions of the RCF Investment Agreement for the purpose of partial repayment of the Existing RMB Loan (the “Fund Contribution”);

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ii.	URI will pay the Fund Contribution in cash to RMB in partial repayment of the Existing RMB Loan;
iii.	The remainder of the Existing RMB Loan (including all interest accrued through the Closing Date) after payment of the Fund Contribution shall be satisfied by conversion into the RMB Conversion Shares subject to Section VI and VII herein, which shall be delivered to RMB on the Closing Date;
iv.	The RMB Conversion Shares shall be issued to RMBAH as described more fully in Sections VI and VII below;
v.	The RMB Closing Costs shall be paid on the Closing Date by Neutron;
vi.	The Closing shall have occurred.

b.           Upon satisfaction of all conditions stated in Section V(a) of this Agreement, the Existing RMB Loan shall be deemed fully repaid, discharged, and satisfied.

c.           Contemporaneously with the Closing and satisfaction of the conditions stated in Section V(a) of this Agreement, RMB shall issue a payoff letter and/or other reasonable documentation of the satisfaction of the Existing RMB Loan as Neutron shall reasonably request.  At such time, RMB shall also file releases or terminations of the First Lien Security Documents, as applicable, in the appropriate governmental offices within 10 Business Days.

d.           Contemporaneously with the Closing and satisfaction of the conditions stated in Section V(a) of this Agreement, RMB and RMBAH shall cancel all the warrants to purchase common stock of Neutron that were issued to it or them pursuant to the First Lien Facility Agreement and shall cancel all their rights under the First Lien Facility Agreement to receive further warrants or shares of Neutron.

e.           Should any condition stated or described in Section V(a) of this Agreement fail to occur for any reason by the Closing Date, the obligations of the First Lien Facility Agreement and all Credit Documents shall be reinstated and in full force and effect as though this Agreement had never been made, without further action by RMB or any of the Transaction Parties as defined in the First Lien Facility Agreement.

VI.        Registration Rights Pertaining to RMB Conversion Shares.

1.           Required Registration by Company.

a.           Company shall use its reasonable best efforts to cause a Resale Registration Statement covering all the Registrable Securities to be filed and declared effective by the Commission as soon as practicable following the Closing Date, and in any event by the dates set forth below.  The Resale Registration shall be on Form S-3 or such other appropriate form permitting registration of the Registrable Securities for resale by Holders in the manner designated by them, including, without limitation, one or more underwritten offerings.  The Company shall not permit any securities other than the Registrable Securities and the RCF Shares to be included in the Resale Registration.

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(i)           The parties agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section VI(1)(a), and that it would not be feasible to ascertain the extent of such damages with precision.  Accordingly, the Company agrees to pay liquidated damages under the circumstances and to the extent set forth below (each, a “Registration Default”):

(A)           if the Resale Registration is not filed on or prior to 30 days after the Closing Date (the “Filing Date”) , then commencing on the day after the Filing Date, liquidated damages shall accrue at a rate of [0.4%] of US$6,000,000 per annum calculated daily;

(B)           if the Resale Registration is not declared effective by the Commission on or prior to 180 days after the Closing Date (the “Effectiveness Date”), then commencing on the Effectiveness Date, liquidated damages will accrue at a rate of 0.4% of US $6,000,000 per annum calculated daily; and

(C)           if the Resale Registration has been declared effective and ceases to be effective at any time during the period in which it is required to remain effective (other than as permitted hereunder), liquidated damages shall accrue at a rate of 0.4% of US$6,000,000 per annum calculated daily;

provided, however, that at no time shall the aggregate rate of liquidated damages accruing exceed in the aggregate 2.00% per annum; provided, further, that upon cure of the applicable Registration Default, liquidated damages shall cease to accrue.

(D)           The Company shall notify Holders within two Business Days of each Registration Default, and all amounts of liquidated damages shall be paid in cash quarterly on January 1, April 1, July 1 and October 1 of each relevant period, commencing with the first such date occurring after any Registration Default.

(ii)           Each Holder as to which any Resale Registration is being effected agrees to furnish to Company all information with respect to such Holder required for the Resale Registration.  Company agrees to use its reasonable best efforts to keep the Resale Registration Statement continuously effective for as long as any Holder holds Registrable Securities.  Company further agrees, if necessary, to promptly supplement or amend the Resale Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Company for such Resale Registration Statement or by the Securities Act or by any other rules and regulations thereunder for Resale Registrations, and Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission.  In addition, after the Commission has declared a Resale Registration Statement effective, so long as such Resale Registration Statement is effective, (A) the Company shall promptly file with the Commission any amendment or supplement to the Resale Registration Statement as required by the Securities Act and Exchange Act and the policies, rules and regulations of the Commission, as announced from time to time, in order to keep the Resale Registration Statement effective, and (B) no Holder may sell any Common Stock pursuant to the Resale Registration Statement until the Commission has declared effective the Resale Registration Statement, as amended.

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2.           Registration Procedures.  Company is required by the provisions of Section VI(1) to use its reasonable best efforts to effect the registration of any of its securities under the Securities Act, and Company will, as expeditiously as possible:

a.           Prepare and file with the Commission a Resale Registration Statement with respect to such securities and use its reasonable best efforts to cause such Resale Registration Statement to become and remain effective until all the Registrable Securities have been sold thereunder or have ceased to have the status of Registrable Securities;

b.           Prepare and file with the Commission such amendments and supplements to such Resale Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Resale Registration Statement;

c.           Furnish to such selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request;

d.           Use its reasonable best efforts to register or qualify the securities covered by such Resale Registration Statement under such other securities or blue sky laws of such jurisdictions within the United States as each Holder of such securities shall request (provided, however, that Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process), and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such jurisdiction of the securities covered by such Resale Registration Statement;

e.           Promptly notify each Holder whose Registrable Securities are intended to be covered by such Resale Registration Statement and each underwriter and, if requested by any such Person, confirm such notice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a Resale Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, (iii) any request by the Commission for the amending or supplementing of such Resale Registration Statement or prospectus or for additional information; and (iv) of the happening of any event which makes any statement made in a Resale Registration Statement or related prospectus untrue or which requires the making of any changes in such Resale Registration Statement, prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as reasonably practicable thereafter, prepare and file with the Commission, and furnish to Holders, a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the time period during which such Resale Registration Statement is required to remain effective shall be extended for the time period during which such prospectus is so suspended;

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f.           Furnish, at the request of any Holder of Registrable Securities pursuant to Section VI(1), on the date that the Resale Registration Statement with respect to such shares of Registrable Securities becomes effective, (1) an opinion, dated such date, of the independent counsel representing Company for the purposes of such registration, addressed to the Holders, in customary form and covering matters of the type customarily covered in such legal opinions; and (2) a comfort letter dated such date, from the independent certified public accountants of Company, addressed to the Holders making such request and, if such accountants refuse to deliver such letter to such Holders, then to Company, in a customary form and covering matters of the type customarily covered by such comfort letters and such Holders shall reasonably request.  Such opinion of counsel shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as such Holders may reasonably request.  Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five (5) Business Days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Holders of a majority of the Registrable Securities being so registered may reasonably request;

g.           Enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities; and

h.           Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the Resale Registration Statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month of the Company’s fiscal quarter commencing after the effective date of such Resale Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

i.           It shall be a condition precedent to the obligation of Company to take any action pursuant to this Agreement in respect of the securities which are to be registered at the request of any Holder that such Holder shall furnish to Company such information regarding the securities held by such Holder and the intended method of disposition thereof as Company shall reasonably request and as shall be required in connection with the action taken by Company.

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j.           Each Holder agrees that, upon receipt of any notice from Company of the happening of any event of the kind described in Section VI(2)(e)(iv), such Holder shall immediately discontinue such Holder’s disposition of Registrable Securities pursuant to the Resale Registration Statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section VI(2)(e)(iv).

3.           Expenses.  All expenses incurred in complying with this Agreement, including, without limitation, all registration and filing fees (including all expenses incident to filing with any stock exchange), printing expenses, fees and disbursements of counsel for Company, the reasonable fees and reasonable expenses of one counsel for the selling security holders (selected by those holding a majority of the shares being registered), expenses of any special audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdiction pursuant to Section VI(2)(d), shall be paid by Company, except that Company shall not be liable for any fees, discounts or commissions to any underwriter or any fees or disbursements of counsel for any underwriter in respect of the securities sold by such Holder.

4.           Indemnification and Contribution.

a.           In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Company shall indemnify and hold harmless to the fullest extent permitted by law the Holder of such Registrable Securities, such Holder’s directors and officers, and each other person, if any, who controls such Holder or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Holder or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained in any Resale Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Holder or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Holder or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such Resale Registration Statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to Company by such Holder specifically for use therein.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or such director, officer or participating person or controlling person, and shall survive the transfer of such securities by such Holder.

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b.           Each Holder, by acceptance hereof, agrees to indemnify and hold harmless to the fullest extent permitted by law Company, its directors and officers and each other person, if any, who controls Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any actual or alleged untrue statement or actual or alleged omission made in any information provided in writing to Company by such Holder specifically for use in the Resale Registration Statement and contained in any Resale Registration Statement under which securities were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto.  Notwithstanding the provisions of this paragraph (b) or paragraph (d) below, no Holder shall be required to indemnify any person pursuant to this Section VI(4) or to contribute pursuant to paragraph (d) below in an amount in excess of the amount of the aggregate net proceeds received by such Holder in connection with any such registration under the Securities Act.

c.           Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person, except to the extent the indemnifying party is actually prejudiced thereby) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person.  If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed).  If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party or (ii) the indemnified party otherwise consents in writing, which consent shall not be unreasonably withheld or delayed.  An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.

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d.           If the indemnification provided for in this Section VI(4) from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

e.           The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section VI(4)(d) were determined by pro - rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

5.           Certain Limitations on Registration Rights.  Notwithstanding the other provisions of this Agreement:

a.           Company shall have the right to delay the filing or effectiveness of a Resale Registration Statement required pursuant to Section VI(1) hereof during one or more periods aggregating not more than ninety (90) days in any twelve (12) month period in the event that (i) Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of Company’s board of directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company.

b.           In the event that, in the judgment of Company, it is advisable to suspend use of a prospectus included in a Resale Registration Statement filed pursuant to this Agreement, due to pending material developments or other events that have not yet been publicly disclosed and as to which (i) Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of Company’s board of directors, there is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, then Company shall notify all Holders to such effect, and, upon receipt of such notice, each such Holder shall immediately discontinue any sales of Registrable Securities pursuant to such Resale Registration Statement until such Holder has received copies of a supplemented or amended prospectus or until such Holder is advised in writing by Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus.  Notwithstanding anything to the contrary herein, Company shall not exercise its rights under this Section VI(5)(b) to suspend sales of Registrable Securities for a period or periods aggregating more than ninety (90) days in any twelve (12) month period.

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VII.      Representations and Warranties of Company as to the RMB Conversion Shares

Company represents and warrants as follows with respect to the RMB Conversion Shares.

a.           The RMB Conversion Shares and the issuance thereof have been duly authorized, subject to the receipt of the Company Stockholder Approval, and, when issued and delivered in accordance with the terms of this Agreement will have been validly issued and will be fully paid and nonassessable.  The RMB Conversion Shares are issued free and clear of any lien or other encumbrance, and the issuance of the RMB Conversion Shares will not be subject to any preemptive or other similar right.

b.           The Company agrees that the representations, warranties and covenants made by the Company and the Merger Corp. to Neutron in the Merger Agreement are repeated herein to and for the benefit of RMB and RMBAH as if fully set forth herein.  RMB and RMBAH may rely on such representations, warranties and covenants as fully as if they were set forth herein.  Such representations, warranties and covenants shall form an integral part of this Agreement and shall survive the Closing Date.

c.           The Company has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and subject to shareholder approval with respect to the RMB Conversion Shares, and to consummate the transactions contemplated hereby.  The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated.  This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by RMB and RMBAH, constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally.

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d.           The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, do not and will not (i) contravene, conflict with or result in a violation or breach of any provision of the Company’s Certificate of Incorporation and bylaws or the organizational documents of any of the Company’s subsidiaries, (ii) contravene, conflict with or result in a violation or breach of any provisions of any law applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require any consent or other action by any Person under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, amendment, acceleration, triggering or cancellation or other change of any right or obligation or the loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any contract binding upon the Company or any of its subsidiaries, or (iv) result in the creation or imposition of any lien on any asset of the Company or any of its subsidiaries, other than such exceptions in the case of clause (ii) or (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company.

e.           The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not, and shall not, require any approval, action by or in respect of, filing with or notification to, any governmental entity, to be made or obtained by the Company or its subsidiaries, except for (i) the filing with the Commission and the mailing to the holders of  Common Stock of the Company of a proxy information statement, and the filing with the Commission of any reports that might be required pursuant to the Exchange Act in connection with the Merger and the offerings and the transactions contemplated hereby, [(ii) the filing with the Commission of the Resale Registration Statement,] (ii) such other filings, authorizations, decisions or orders as may be required by the rules and regulations of NASDAQ or any state securities or blue sky laws and (iii) any other approvals or permits, which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company.

f.           The Company and its subsidiaries have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finders’ fees or agent’s commissions or any similar charges in connection with the Transaction Agreements or this Agreement or any transaction contemplated hereby.

g.           Neither the Company nor its subsidiaries nor any agent acting on behalf of the Company or its subsidiaries has taken or will take any action which might cause the Transaction Agreements or this Agreement to violate applicable laws, as in effect on the Closing Date.  All offers and sales of capital stock, securities and notes of the Company in the page two (2) years have been conducted and completed by the Company in compliance with applicable laws in all material respects.

h.           Except as set forth in the Company’s filings made with the Commission pursuant to the Exchange Act, there is no action, suit, proceeding, judgment, claim or investigation pending or threatened against the Company or any of its subsidiaries which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by the Transaction Agreements or this Agreement, and to the knowledge of the Company there is no basis for the assertion of any of the foregoing.  Neither the Company nor any subsidiary is subject to any order which would reasonably be expected to have a Material Adverse Effect on the Company.

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i.           The Company and its Affiliates have not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the RMB Conversion Shares or affect the price at which the RMB Conversion Shares may be issued or resold.

j.           The Company’s executive officers and directors understand the nature of the RMB Conversion Shares being sold hereby and recognize that the issuance of the Shares will have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company.  The board of directors of the Company has concluded in its good faith business judgment that the issuance of the RMB Conversion Shares is in the best interests of the Company.  The Company specifically acknowledges that its obligation to issue the RMB Conversion Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

k.           There are no material disagreements of any kind presently existing between the Company and the accountants and lawyers presently employed by the Company, including but not limited to disputes or conflicts over payment owed to such accountants and lawyers, nor have there been any such disagreements during the two years prior to the Closing Date.

l.           Neither the Company, nor to the knowledge of the Company, any director, officer, employee, agent, representative or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses or payments related to foreign, domestic or tribal political activity, (ii) made, authorized, offered or promised any unlawful payment to foreign, domestic or tribal government officials, employees or representatives or to any foreign, domestic or tribal political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is  in violation of law, or (iv) violated in any respect any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

VIII.     Powers of First Lien Collateral Agent.

a.           Release of RMB by Borrower.  Borrower Parties agree that the actions described in this Agreement fully comply with the First Lien Facility Agreement and are necessary to cure what would otherwise be an Event of Default as defined therein.  The Borrower Parties, and each of them, on behalf of themselves, their affiliates, shareholders, representatives, agents, employees, heirs, and assigns, indemnify, hold harmless, and release, RMB and the Lenders from any demand or claim whatsoever, in contract, tort, or any other legal theory, arising from or relating in any way to each and all of the actions, powers, rights and duties described herein.

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b.           Power of Attorney.  Borrower Parties hereby irrevocably constitute and appoint RMB, with full power of substitution, as their and each of their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of any or all Borrower Parties or in RMB's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Borrower Parties, without notice to or assent by any Borrower Party, to do the following upon the occurrence and during the continuance of an Event of Default:

i.

Generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code and as fully and completely as though RMB were the absolute owner thereof for all purposes;

ii.

To do, at the Borrower Parties’ expense, at any time, or from time to time, all acts and things which RMB deems necessary or useful to protect, preserve or realize upon the Collateral and RMB's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Borrower Parties might do, including, without limitation, (1) upon written notice to the Borrower Parties, the exercise of voting rights with respect to voting securities, which rights may be exercised, if RMB so elects, with a view to causing the liquidation of assets of the issuer of any such securities, and (2) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral.

IX.       Agreement to Execute Further Documents.

Borrower Parties, and each of them, agree that any or all of them shall, upon request by RMB at any time after the expiration of the Forbearance Period, and without regard to whether an event of default has occurred or is occurring, execute the following documents on presentation by RMB.

a.           Admission of Default.  Upon presentation by RMB, Neutron and/or CRL shall execute a document admitting default under the First Lien Facility Agreement and/or the Credit Documents, and shall agree not to oppose the introduction into evidence of such admissions in any proceeding before a court of competent jurisdiction, including proceedings in foreclosure.

b.           Demand Guarantor Promissory Note.  CRL shall execute a Demand Note making the entire amount of the guarantee payable to RMB on demand.

X.         Events of Default.

Each of the following shall be an Event of Default under this Agreement

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a. Any event listed under Section II(c) (Early Termination).

b. Failure to execute any document presented by RMB pursuant to Section IX above;

c. Any material breach of this Agreement by the Company or Neutron;

d. Failure to execute, or any defect in the execution of this Agreement or any Transaction Agreement by any party thereto.

XI.        Creditor’s Remedies of RMB.

a.           Foreclosure.  On the occurrence of and during any Event of Default, RMB may initiate foreclosure proceedings against any Borrower Party pertaining to any Lien.  Borrower Parties hereby waive any defense, agree not to respond, and permit judgment to be taken against either or both of them in any such proceeding.

b.           Confession of Judgment.  For purposes of securing the Borrower Parties’ performance under this Agreement and the Credit Documents, Borrower Parties, and each of them, agrees, as an essential part of this Agreement, that in the event the Merger does not close, or if RMB does not receive the Fund Contribution and RMB Conversion Shares as described in Section V(a) above, or if the Existing RMB Loan is not otherwise paid or discharged in full, they shall confess judgment, jointly and severally, in favor of RMB or any Lender in the amount of $26,787,157.00, being the amount of principal and interest accrued as of December 31, 2011, plus interest accruing thereafter at the rate of ten percent (10%) per annum, compounded annually from December 31, 2011, until the judgment is paid in full.  Borrower Parties authorize that judgment be entered against them, jointly and severally, in those sums, as well as for such additional sums as are set forth below for attorneys’ fees and costs.

c.           Power of Attorney.  To implement subparagraph XI(b) above, in the event the Merger does not close, or if RMB does not receive the Fund Contribution and RMB Conversion Shares as described in Section V(a) above, or if the Existing RMB Loan is not otherwise paid or discharged in full, Borrower Parties hereby agree to waive the issuance and service of process or other notice, to confess judgment for the principal balance due under the Credit Documents in the amount stated above, together with interest, cost of suit, and attorneys’ fees as provided herein, and to release all errors and waive all right of appeal.  If any action is brought for the enforcement of this Agreement or any Credit Document, and if RMB shall recover judgment in any sum, RMB shall recover as reasonable attorneys’ fees ten percent (10%) of the amount decreed for principal and interest, which attorneys’ fees shall be entered, allowed, and paid as part of the judgment in the action.

d.           Cumulative Remedies.  RMB’s remedies under this Agreement shall be cumulative and not exclusive, may be pursued individually or collectively as RMB sees fit.  Borrower Parties waive the defense of election of remedies or any similar defense to any remedy selected by RMB.

XII.     General Provisions.

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a.           Corporate Authority.  Company and Borrower Parties, and each of them, hereby represent and warrant to RMB that each has full power and authority to enter into this Agreement and that its execution, delivery and performance of this Agreement has been fully authorized and approved, and that no further corporate approvals or consents are required to bind such party.

b.           Time is of the Essence.  Time is of the essence for each and every provision of this Agreement.

c.           Choice of Law.  This Agreement shall be governed by the internal laws of the State of Colorado, without regard to conflict of law principles.  The parties attorn to the non-exclusive jurisdiction of the federal and state courts of Colorado as a forum for the resolution of any dispute connected herewith or arising here from.

d.           Complete Agreement.  This Agreement states the final and complete agreement of the parties as to the matters set out herein, and supersedes all prior negotiations, representations, and discussions.

e.           Waiver of jury trial.  THE PARTIES HEREBY KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY ISSUES OR DISPUTES ARISING FROM OR RELATING TO THIS AGREEMENT.

f.           Amendments in Writing.  This Agreement may not be amended, altered, or waived except in a writing of equal formality to this document and executed by all parties hereto including full representations and warranties of corporate and signatory authority as to the document.  Unless otherwise specified and agreed, one-time waiver of any right or obligation under this Agreement by either party shall not be interpreted as waiver of such right or obligation on any occasion that arises after such initial waiver.  This Agreement may not be amended, altered or waived without the express consent of  RMB.  Each party agrees that any amendment, alteration or waiver made in breach of this provision will not be effective.

g.           Disclaimer of Partnership.  This Agreement has been negotiated at arms-length and the parties specifically disclaim any partnership or joint venture arrangement arising from this document.  This Agreement shall not be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship between or among RMB, the Company, or any Borrower Party.

h.           Notices.  All notices, designations or other docu­ments required or authorized by the terms of this Agreement shall be in writing and shall be personally delivered, or mailed by regis­tered or certified mail, first class postage prepaid, return receipt requested, or transmitted by facsimile machine in a man­ner which confirms transmission to the recipient, addressed as follows:

RMB:

Attn:  Rick Winters

President

RMB Resources Inc.

3500 S Wadsworth Blvd, Suite 405

Lakewood, Colorado 80235 USA

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With a copy which shall not constitute notice to:

Christopher Kamper

Carver Schwarz McNab & Bailey LLC

1600 Stout Street Ste. 1700

Denver, Colorado 80202

Fax no. (303) 893-1829

URI:

Uranium Resources Inc.

405 State Highway 121 Bypass,

Building A, Suite 110

Lewisville, Texas 75067

Attn.:

With a copy which shall not constitute notice to:

Baker & Hostetler LLP

303 East 17th Avenue, Suite 1100

Denver, Colorado 80203-1264

Attention:  Alfred C. Chidester

Fax no. (303) 861-7805

Neutron:

Neutron Energy Inc.

9000 E. Nichols Avenue

Suite 225

Englewood, Colorado 80112

Attn.: Edward M. Topham

Fax: 303-531-0519

With a copy which shall not constitute notice to:

Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, Colorado 80202

Attention:  Paul Hilton

Fax no. (303) 899-7333

i.           Remedies.  Each Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under Section VI of this Agreement.  Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of Section VI of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

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j.           Fees in the Event of Litigation.  In any action or proceeding brought in a court of law to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

k.           Rule 144.  So long as Company is subject to the reporting requirements under the Exchange Act, it shall comply with such requirements so as to permit sales of Registrable Securities by the holders thereof pursuant to Rule 144 under the Securities Act.

l.           Nonliability.  Any provision of this Agreement notwithstanding, in the event the Closing does not occur other than as a result of a material breach by Company of any of its representations, warranties, covenants or agreements, Company shall not have any liability to RMB, RMBAH or any of their  respective Affiliates for any claim of any nature.

m.           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto and their respective heirs, executors, administrators, personal representatives, beneficiaries, successors, and assigns, including any Person to whom Registrable Securities are transferred (other than in sales pursuant to a prospectus or Rule 144), who shall become an Additional Holder in accordance with this Agreement.

n.           Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

o.           Termination.  Company’s obligations under Section VI of this Agreement shall cease with respect to any Person when such Person ceases to be a Holder.  Notwithstanding the foregoing, Company’s obligations under Section VI(4) and Section VI(5) shall survive in accordance with their terms.

p.           Counterparts.  This Agreement may be executed in counterparts and signatures may be delivered by electronic scanning (such as pdf) or facsimile, and such signatures taken together shall constitute a single original instrument dated as of the date first shown above.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;

SIGNATURES FOLLOW

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IN WITNESS WHEREOF, the parties have executed this Forbearance and Debt Conversion Agreement effective the date first written above.

First Lien Creditor

RMB Australia Holdings, Ltd.

By: _____________________

Its: ______________________

By: _____________________

Its: ______________________

First Lien Collateral Agent

RMB Resources, Inc.

By: ______________________

Its: _______________________

Borrower:

Neutron Energy, Inc.

By: ___________________________

Its: ____________________________

Subsidiary Guarantor:

Cibola Resources, LLC

By: ______________________________

Its: _______________________________

Company:

Uranium Resources, Inc.

By: _______________________________

Its: __________________________________

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EX-10.8

Exhibtit 10.8

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT,dated as of March 1, 2012, by and among RMB Australia Holdings, Ltd., a banking corporation organized under the laws of Australia (“RMBAH” or “First Lien Creditor”), Uranium Resources, Inc., a Delaware corporation (“URI” or “Second Lien Creditor”), Neutron Energy, Inc., a Nevada corporation (“Neutron” or the “Borrower”), Cibola Resources, LLC, a Delaware limited liability corporation, (“CRL” or the “Subsidiary Guarantor,” and together with the Borrower, the “Grantors”), and RMB Resources, Inc. a Delaware corporation (“RMB”) in its capacity as administrative agent for the First Lien Obligations (defined below) (in such capacity, together with its successors in such capacity, the “First Lien Collateral Agent”).

RECITALS

A.           The Borrower, the Subsidiary Guarantor, RMBAH and the First Lien Collateral Agent are party to a certain Facility Agreement dated April 5, 2010 (as so amended and as further amended, restated, supplemented, modified, replaced or refinanced from time to time, the “First Lien Facility Agreement”);

B.           The obligations of the Borrower under the First Lien Facility Agreement and the obligations of the Subsidiary Guarantor are secured on a first priority basis by Liens (defined below) on substantially all the assets of the Borrower and the Subsidiary Guarantor, respectively, pursuant to the terms of a Guarantee, a Pledge Agreement, a Personal Property Security Agreement, and certain Mortgages (together with any Security as defined in the First Lien Facility Agreement, the “First Lien Security Documents”);

C.           The Borrower and URI, and the Subsidiary Guarantor are entering into a Credit and Funding Agreement (the “Second Lien Term Loan Agreement”), and Borrower is giving a Note for the benefit of URI, all of even date herewith providing for certain loans and credit (together with the Second Lien Term Loan Agreement, the “Second Lien Term Loan”) to be extended from URI to the Borrower (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Second Lien Loan Documents”);

D.           To secure the obligations created by the Second Lien Loan Documents, the Borrower has agreed to grant Liens on a second priority basis in substantially all the assets of the Borrower to the Second Lien Creditor, by means of certain documents of even date herewith as are defined in the Second Lien Loan Documents, including a Security Agreement and Mortgages (together with any Security Document as defined in the Second Lien Term Loan Agreement, the “Second Lien Security Documents”);

E.           Pursuant to the First Lien Facility Agreement, the Grantors must not create or allow to exist or agree to any interest or Encumbrance (as defined in the First Lien Facility Agreement) that is not a Permitted Encumbrance (as so defined) (referred to herein as a “Non-Permitted Lien”) upon any of its assets;

F.           Pursuant to the First Lien Facility Agreement, the Grantors also must not incur any Financial Indebtedness (as defined in the First Lien Facility Agreement) other than Permitted Financial Indebtedness (as so defined).

G.           The Second Lien Obligations would, but for this Agreement, constitute Financial Indebtedness that is not Permitted Financial Indebtedness under the First Lien Facility Agreement, and the Liens securing the Second Lien Obligations pursuant to the Second Lien Security Documents (defined below) would not constitute Permitted Encumbrance on the date hereof;

H.           The First Lien Loan Documents (defined below) and the Second Lien Loan Documents (defined below) provide, among other things, that the parties thereto shall set forth in this Agreement the respective rights and remedies of the First Lien Secured Parties (defined below) and the Second Lien Secured Parties (defined below) with respect to the Collateral; and

I.           In order to induce the Second Lien Creditor to extend loans and credit to the Borrower, and to induce the First Lien Collateral Agent and the First Lien Creditor to consent to the Grantors incurring the Second Lien Obligations and to induce the First Lien Secured Parties to forbear from exercising any creditors remedies otherwise available to them, the parties have agreed to the intercreditor and other provisions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.             Definitions. As used in this Agreement, the following terms have the meanings specified below:

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, a Person shall be deemed to “control” or be “controlled by” a Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management or policies of such Person whether through ownership of equity interests, by contract or otherwise.

“Agreement” means this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Borrower” has the meaning assigned to that term in the Preamble to this Agreement.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Cash Collateral” has the meaning assigned to that term in Section 363(a) of the Bankruptcy Code.

“Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting both First Lien Collateral and Second Lien Collateral.

“Comparable Second Lien Collateral Document” means, in relation to any Collateral subject to any Lien created under any First Lien Collateral Document, the Second Lien Collateral Document which creates a Lien on the same Collateral, granted by the same Grantor.

“DIP Financing” has the meaning assigned to that term in Section 6.1.

“Discharge of First Lien Obligations” means, except to the extent otherwise expressly provided in Section 5.5, the later of:

(a)           the date that the “Secured Moneys” owing under the First Lien Facility Agreement (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding) are paid in full, and

(b)           the date the First Lien Collateral Documents are discharged in accordance with their terms.

“Disposition” has the meaning assigned to that term in Section 5.1(b).

“First Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any First Lien Obligations.

“First Lien Collateral Agent” has the meaning assigned to that term in the Preamble to this Agreement.

“First Lien Collateral Documents” means the Security Documents (as defined in the First Lien Facility Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any First Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“First Lien Commitments” means the “Commitments” as in effect from time to time, as such term is defined in the First Lien Facility Agreement as in effect on the date hereof.

“First Lien Facility Agreement” has the meaning assigned to that term in the Recitals to this Agreement.

“First Lien Guarantee” has the meaning assigned to that term in the Recitals to this Agreement.

“First Lien Lenders” means, at any relevant time, collectively, any “Financier” under and as defined in the First Lien Loan Documents.

“First Lien Loan Documents” means the First Lien Facility Agreement and the other Transaction Documents (as defined in the First Lien Facility Agreement), including the First Lien Collateral Documents, and each of the other agreements, documents and instruments providing for or evidencing any other First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, to the extent such is effective at the relevant time, in each case as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“First Lien Obligations” means all Obligations outstanding under the First Lien Facility Agreement and the other First Lien Loan Documents. “First Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“First Lien Secured Parties” means, at any relevant time, collectively, the First Lien Lenders, the First Lien Collateral Agent and the holders from time to time of any other First Lien Obligations.

“Grantors” has the meaning assigned to such term in the Preamble to this Agreement.

“Indebtedness” means and includes all Obligations that constitute “Financial Indebtedness” within the meaning of the First Lien Facility Agreement or the Second Lien Loan Documents, as applicable.

“Insolvency or Liquidation Proceeding” means:

(a)           any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;

(b)           any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of its respective assets;

(c)           any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d)           any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

“Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust, Uniform Commercial Code financing statement or other preferential arrangement having the practical effect of any of the foregoing, including the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

 “Obligations” means all obligations of every nature of each Grantor from time to time owed to any agent or trustee, the First Lien Secured Parties, the Second Lien Secured Parties or any of them or their respective Affiliates under the First Lien Loan Documents or the Second Lien Loan Documents, whether for principal, interest, payments in respect of Hedging Agreements (as defined in the First Lien Facility Agreement), fees, expenses, indemnification or otherwise and all guarantees of any of the foregoing.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“Pledged Collateral” has the meaning assigned to that term in Section 5.4(a).

“Recovery” has the meaning assigned to that term in Section 6.5.

“Second Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Second Lien Obligations.

“Second Lien Collateral Documents” has the meaning assigned to that term in the Recitals to this Agreement.

“Second Lien Lenders” means, at any relevant time, collectively, URI and the “Lenders” under and as defined in the Second Lien Term Loan Agreement.

“Second Lien Loan Documents” means the Second Lien Term Loan Agreement and the other Loan Documents (as defined in the Second Lien Term Loan Agreement), including the Second Lien Security Documents, and each of the other agreements, documents and instruments providing for or evidencing any other Second Lien Term Loan Obligation, and any other document or instrument executed or delivered at any time in connection with any Second Lien Obligations, including any intercreditor or joinder agreement among holders of Second Lien Obligations to the extent such is effective at the relevant time, in each case as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“Second Lien Obligations” means all Obligations outstanding under the Second Lien Term Loan Agreement and the other Second Lien Loan Documents.  “Second Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second Lien Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“Second Lien Secured Parties” means, at any relevant time, collectively, the Second Lien Lenders and the holders from time to time of any other Second Lien Obligations.

“Second Lien Security Documents” means the Security Documents (as defined in the Second Lien Term Loan Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“Second Lien Term Loan Agreement” has the meaning assigned to that term in the Recitals to this Agreement.

“Standstill Period” has the meaning assigned to that term in Section 3.1(a)(1).

“Subsidiary” means, with respect to any Person, another Person of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of such other Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

“Subsidiary Guarantor” means the Subsidiary Guarantor described in the Preamble to this Agreement and any Subsidiary of the Borrower that becomes an Additional Subsidiary Guarantor under section 8.19 of this Agreement.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

1.2           Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

(a)           any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed, replaced or extended;

(b)           any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c)           the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d)           all references herein to Sections shall be construed to refer to Sections of this Agreement;

(e)           the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”; and

(f)           the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 2.             Lien Priorities.

2.1           Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the Uniform Commercial Code, or any other applicable law or the First Lien Loan Documents or the Second Lien Loan Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the First Lien Obligations or Second Lien Obligations or any other circumstance whatsoever, the parties hereby agree that all Liens in any Collateral granted to any party by Grantors shall be equal in priority between the beneficiaries of the First Lien Collateral Documents and the beneficiaries of the Second Lien Collateral Documents, and beneficiaries thereof shall participate in the Collateral ratably and pari passu as further described in Section 4.1 below, in all proceeds of any foreclosure sale or other action upon exercise of remedies by First Lien Collateral Agent to enforce the liens.  Rights to exercise remedies, to initiate foreclosure or insolvency proceedings, or take other action to enforce any liens or foreclose on any collateral shall be subject to Section 3.1 below.  The foregoing is agreed with respect to:

(a)           any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any First Lien Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise; and

(b)           any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Creditor, any Second Lien Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise.

2.2           Prohibition on Contesting Liens. Each of the Second Lien Creditor parties, for itself and on behalf of each Second Lien Secured Party, and the First Lien Collateral Agent, for itself and on behalf of each First Lien Secured Party, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in the First Lien Collateral or by or on behalf of any of the Second Lien Secured Parties in the Second Lien Collateral, as the case may be, or the provisions of this Agreement; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Collateral Agent or any First Lien Secured Party to enforce this Agreement, including as provided in Section 3.1.

2.3           No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the parties hereto agree that the Borrower shall not, and shall not permit any other Grantor to:

(a)           grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations; or

(b)           grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations.

To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent or the First Lien Secured Parties, the Second Lien Creditor, on behalf of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4           Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical.  In furtherance of the foregoing and of Section 8.10, the parties hereto agree, subject to the other provisions of this Agreement:

(a)           upon request by the First Lien Collateral Agent or the Second Lien Creditor, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents; and

(b)           that the First Lien Collateral Documents and the Second Lien Collateral Documents, subject to Section 5.3(b), shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder.

Section 3.             Enforcement.

3.1           Exercise of Remedies.

(a)           Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the Second Lien Creditor and the Second Lien Secured Parties:

(1)           will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Creditor or any Second Lien Secured Party is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, however, that the Second Lien Creditor may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Creditor declared the existence of any Event of Default under the applicable Second Lien Loan Document and demanded the repayment of all the principal amount of any Second Lien Obligations with respect to such Second Lien Loan Document; and (ii) the date on which the First Lien Collateral Agent received notice from the Second Lien Creditor of such declaration of an Event of Default (the “Standstill Period”); provided, further, however, that, notwithstanding anything herein to the contrary, in no event shall the Second Lien Creditor or any Second Lien Secured Party exercise any rights or remedies with respect to any Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or First Lien Secured Parties shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Creditor); provided, however, that, if at any time after the expiration of the Standstill Period, neither the First Lien Collateral Agent nor any First Lien Secured Party shall have commenced and be diligently pursuing any action or proceeding with respect to the exercise of its rights and remedies to enforce the Lien granted under the First Lien Collateral Documents on any material portion of the Collateral, the Second Lien Creditor may commence any action or proceeding with respect to the exercise of rights and remedies to enforce the Lien granted under the Second Lien Collateral Documents with respect to all or any material portion of the Collateral to the extent otherwise permitted hereunder and, for so long as the Second Lien Creditor is diligently pursuing such rights or remedies, neither any First Lien Secured Party nor the First Lien Collateral Agent shall exercise any rights or remedies with respect to the Liens granted under the First Lien Collateral Documents with respect to such Collateral; provided, however, that the Second Lien Creditor complies with all other provisions of this Agreement (including Section 4.2);

(2)           will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Secured Parties or any other exercise by the First Lien Collateral Agent or any First Lien Secured Parties of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise; and

(3)           subject to their rights under clause (a)(1) above, will not object to the forbearance by the First Lien Collateral Agent or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as the Liens granted to secure the Second Lien Obligations of the Second Lien Secured Parties attach to the proceeds thereof subject to the relative priorities described in Section 2.

(b)           Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral  without any consultation with or the consent of the Second Lien Creditor or any Second Lien Secured Party.  The First Lien Collateral Agent shall provide at least five (5) days notice to the Second Lien Creditor of its intent to exercise and enforce its rights or remedies with respect to the Collateral. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Secured Parties may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(c)           Notwithstanding the foregoing, the Second Lien Creditor and any Second Lien Secured Party may:

(1)           file a claim or statement of interest with respect to the applicable Second Lien Obligations; provided, however, that an Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor;

(2)           take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;

(3)           file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the applicable Second Lien Secured Parties, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

(4)           file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under any Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement;

(5)           vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; and

(6)           exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1).

The Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Section 3.1(a)(1).  Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a), 3.1(b) and this Section 3.1(c), the sole right of the Second Lien Creditor and the Second Lien Secured Parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred.

(d)           Subject to Sections 3.1(a) and (c) and Section 6.3(b):

(1)           the Second Lien Creditor, for itself and on behalf of the Second Lien Secured Parties, agrees that the Second Lien Creditor and the Second Lien Secured Parties will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

(2)           the Second Lien Creditor, for itself and on behalf of the Second Lien Secured Parties, hereby waives any and all rights it or the Second Lien Secured Parties may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or the First Lien Secured Parties seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Secured Parties is adverse to the interest of the Second Lien Secured Parties; and

(3)           the Second Lien Creditor hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Debt Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the First Lien Credit Documents.

(e)           Except as specifically set forth in Sections 3.1(a) and (d), nothing in this Agreement shall prohibit the receipt by the Second Lien Creditor or any Second Lien Secured Parties of the required payments of interest, principal and other amounts owed in respect of the applicable Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Creditor or any Second Lien Secured Party of rights or remedies as a secured creditor (including set-off) as to any Collateral or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Secured Parties may have with respect to the First Lien Collateral.

Section 4.             Payments.

4.1           Application of Proceeds. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by the First Lien Collateral Agent or First Lien Secured Parties, shall be applied by the First Lien Collateral Agent to the First Lien Obligations and Second Lien Obligations in proportion to the amount of principal and interest then outstanding under the First Lien Obligations and Second Lien Obligations, respectively.

4.2           Payments Over. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Creditor or any Second Lien Secured Party in connection with the exercise of any right or remedy (including set-off) relating to the Collateral shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties and Second Lien Secured Parties for distribution in accordance with this Agreement in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor or any Second Lien Secured Parties. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

Section 5.             Other Agreements.

5.1           Releases.

(a)           If in connection with the exercise of the First Lien Collateral Agent’s rights and remedies in respect of the Collateral provided for in Section 3.1, the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Second Lien Creditor, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral shall be automatically, unconditionally and simultaneously released. The Second Lien Creditor, for itself or on behalf of any Second Lien Secured Parties, promptly shall execute and deliver to the First Lien Collateral Agent, the Borrower or affected Subsidiary Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent, the Borrower or affected Subsidiary Guarantor may request to effectively confirm such release.

(b)           If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of both the First Lien Loan Documents and the Second Lien Loan Documents (other than in connection with the exercise of the First Lien Collateral Agent’s rights and remedies in respect of the Collateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral, in each case other than in connection with the Discharge of First Lien Obligations, then the Liens, if any, of the Second Lien Creditor, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral shall be (i) if no Event of Default under any Second Lien Loan Document has occurred and is continuing, automatically, unconditionally and simultaneously released and (ii) if an Event of Default under any Second Lien Loan Document has occurred and is continuing, released as and to the extent provided for in Section 5.1(a). The Second Lien Creditor, for itself or on behalf of any Second Lien Secured Parties, promptly shall execute and deliver to the First Lien Collateral Agent, the Borrower or affected Subsidiary Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent, the Borrower or affected Subsidiary Guarantor may request to effectively confirm such release.

(c)           Until the Discharge of First Lien Obligations occurs, the Second Lien Creditor, for itself and on behalf of the Second Lien Secured Parties, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Creditor or such holder or in the First Lien Collateral Agent’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

(d)           Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Agent or the First Lien Secured Parties (i) have released any Lien on Collateral and such Liens are later reinstated or (ii) obtain any new Liens from any Grantor, then the Second Lien Creditor, for itself and for the Second Lien Secured Parties, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement.

5.2           Insurance. Unless and until the Discharge of First Lien Obligations has occurred, the First Lien Collateral Agent and the First Lien Secured Parties shall have the sole and exclusive right, to the extent of the rights of the First Lien Secured Parties under the First Lien Loan Documents, to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Unless and until the Discharge of First Lien Obligations has occurred, and to the extent of the rights of the First Lien Secured Parties under the First Lien Loan Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect to the Collateral shall be paid in accordance with Section 4.1 herein, and then, to the extent no First Lien Obligations or Second Lien Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Creditor or any Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall pay such proceeds over to the First Lien Collateral Agent in accordance with the terms of Section 4.2.

5.3           Amendments to First Lien Loan Documents and Second Lien Loan Documents.

(a)           The First Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the First Lien Facility Agreement may be refinanced, in each case, without notice to, or the consent of the Second Lien Creditor or the Second Lien Secured Parties, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, without the consent of the Second Lien Creditor, no such amendment, restatement, supplement, modification or Refinancing shall contravene any provision of this Agreement.

(b)           Without the prior written consent of the First Lien Collateral Agent, no Second Lien Loan Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, restatement, supplement or modification, or the terms of any new Second Lien Loan Document, would contravene any provision of this Agreement; (ii) increase the Funding Commitment (as defined in the Second Lien Term Loan Agreement as in effect on the date hereof); (iii) change to earlier dates any scheduled dates for payment of principal or interest in respect of Indebtedness outstanding under the Second Lien Term Loan Agreement; (iv) amend, supplement or otherwise modify the term “default” or “event of default” (or words of similar import) contained in any Second Lien Loan Document in a manner adverse to any First Lien Secured Party; (v) change the redemption, prepayment or defeasance provisions set forth in the Second Lien Loan Documents in a manner adverse to the First Lien Secured Parties; (vi) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Second Lien Collateral Documents; or (vii) otherwise materially increase the obligations of the obligors under the Second Lien Loan Documents or confer any additional rights on the Second Lien Creditor or the Second Lien Secured Parties in a manner adverse to the First Lien Secured Parties. Subject to the provisions of this subsection (b), the Second Lien Term Loan Agreement may be refinanced to the extent the terms and conditions of such Refinancing debt are no less favorable in the aggregate to the Grantors and to the First Lien Lenders or the other First Lien Obligations than the terms and conditions of the Second Lien Loan Documents, and the holders of such Refinancing debt bind themselves in a writing addressed to the First Lien Collateral Agent and the First Lien Secured Parties to the terms of this Agreement. No such amendment, restatement, supplement, modification or Refinancing shall affect the lien subordination or other provisions of this Agreement.

(c)           The Borrower agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Creditor pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Creditor hereunder are subject to the provisions of the Intercreditor Agreement, dated as of March 1, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among RMB Australia Holdings, Ltd., RMB Resources, Inc., as First Lien Collateral Agent, and Uranium Resources, Inc., as Second Lien Creditor, and certain other persons party or that may become party thereto from time to time.  In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

In addition, the Borrower agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Collateral Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the corresponding First Lien Collateral Document covering such Collateral.

(d)           In the event any First Lien Collateral Agent or the First Lien Secured Parties and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Collateral Agent, such First Lien Secured Parties, the Borrower or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Lien Collateral Document without the consent of the Second Lien Creditor or the Second Lien Secured Parties and without any action by the Second Lien Creditor, the Borrower or any other Grantor, provided, however, that:

(1)           no such amendment, waiver or consent shall have the effect of:

(A)           removing or releasing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the applicable First Lien Obligations;

(B)           imposing duties on the Second Lien Creditor without its consent;

(C)           permitting other Liens on the Collateral not permitted under the terms of the Second Lien Loan Documents and this Agreement; or

(D)           being prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties; and

(2)           notice of such amendment, waiver or consent shall have been given to the Second Lien Creditor within ten (10) Business Days after the effective date of such amendment, waiver or consent.

5.4           Bailee for Perfection.

(a)           The First Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such Collateral being the “Pledged Collateral”) as collateral agent for the First Lien Secured Parties and as agent and bailee for the Second Lien Creditor (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code) and any assignee solely for the purpose of perfecting the security interest granted under the First Lien Loan Documents and the Second Lien Loan Documents, respectively, subject to the terms and conditions of this Section 5.4.

(b)           Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Creditor under the Second Lien Loan Documents did not exist. The rights of the Second Lien Creditor shall at all times be subject to the terms of this Agreement.

(c)           The First Lien Collateral Agent shall have no obligation whatsoever to the First Lien Secured Parties, the Second Lien Creditor or any Second Lien Secured Parties to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Lien Collateral Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in paragraph (e) below.

(d)           The First Lien Collateral Agent acting pursuant to this Section 5.4 or otherwise shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Secured Parties, the Second Lien Creditor or any Second Lien Secured Party.

(e)           Upon the Discharge of First Lien Obligations under the First Lien Loan Documents to which the First Lien Collateral Agent is a party, the First Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Lien Creditor to the extent Second Lien Obligations remain outstanding, and second, to the Borrower to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The First Lien Collateral Agent further agrees to take all other action reasonably requested by the Second Lien Creditor in connection with the Second Lien Creditor obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct.

5.5           Purchase Right. Without prejudice to the enforcement of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Facility Agreement, the First Lien Secured Parties will offer the Second Lien Secured Parties the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Facility Agreement) at par (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Secured Parties. The Second Lien Secured Parties shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Secured Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Creditor. If the Second Lien Secured Parties reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.5 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

5.6           Consent. First Lien Collateral Agent, for itself and on behalf of the First Lien Lenders and the First Lien Secured Parties, hereby consents to the execution and delivery of the Second Lien Loan Documents by the parties thereto and to the performance of the transactions contemplated therein or thereby, including the Second Lien Obligations, and to the extent such actions conflict with or create a default under the First Lien Loan Documents, hereby waives, subject to the terms of the Intercreditor Agreement, any such conflict or default.

Section 6.             Insolvency or Liquidation Proceedings.

6.1           Finance and Sale Issues. Until the Discharge of First Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Collateral Agent shall desire to permit the use of Cash Collateral, on which the First Lien Collateral Agent or any other creditor has a Lien or to permit the Borrower or any other Grantor to obtain financing, whether from the First Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, agrees that it will raise no objection to such Cash Collateral use or DIP Financing, in each case meeting the requirements of this Section 6.1, and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Creditor will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Collateral Agent or to the extent permitted by Section 6.3); provided, however, that, (i) the use of Cash Collateral and the DIP Financing do not modify the terms of this Agreement, (ii) such Cash Collateral use or DIP Financing is on commercially reasonable terms, (iii) the maximum aggregate principal amount outstanding in respect of the DIP Financing does not exceed the sum of (x) to the extent refinanced in connection with, and included as part of, such DIP Financing, the aggregate principal amount of the pre-petition First Lien Obligations, (y) the pre-petition unused portion of the First Lien Commitments and (y) an amount equal to _____% of the sum of clauses (x) and (y), (iv) the DIP Financing does not compel the Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (v) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (vi) the foregoing shall not prevent the Second Lien Secured Parties from (x) objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization or (y) proposing any other DIP Financing to the Borrower in any Insolvency or Liquidation Proceeding; provided, further, however, that the Second Lien Creditor and the Second Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. The Second Lien Creditor, on behalf of the Second Lien Secured Parties, agrees that it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the requisite First Lien Secured Parties have consented to such sale or disposition of such assets, and such motion does not impair the rights of the Second Lien Secured Parties under Section 363(k) of the Bankruptcy Code.

6.2           Relief from the Automatic Stay. Until the Discharge of First Lien Obligations has occurred, the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, agrees that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the First Lien Collateral Agent, unless a motion for adequate protection permitted under Section 6.3 has been denied by the Bankruptcy Court.

6.3           Adequate Protection.

(a)           The Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, agrees that none of them shall contest (or support any other Person contesting):

(1)           any request by the First Lien Collateral Agent or the First Lien Secured Parties for adequate protection; or

(2)           any objection by the First Lien Collateral Agent or the First Lien Secured Parties to any motion, relief, action or proceeding based on the First Lien Collateral Agent or the First Lien Secured Parties claiming a lack of adequate protection.

(b)           Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding:

(1)           if the First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any Cash Collateral use or DIP Financing, then the Second Lien Creditor, on behalf of itself or any of the Second Lien Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the First Lien Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations under this Agreement; and

(2)           in the event the Second Lien Creditor, on behalf of itself or any of the Second Lien Secured Parties, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then the Second Lien Creditor, on behalf of itself or any of the Second Lien Secured Parties, agrees that the First Lien Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the First Lien Obligations and for any Cash Collateral use or DIP Financing provided by the First Lien Secured Parties and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Lien on such collateral securing the First Lien Obligations and any such DIP Financing provided by the First Lien Secured Parties (and all Obligations relating thereto) and to any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to such First Lien Obligations under this Agreement. Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of the Second Lien Creditor or the Second Lien Secured Parties from seeking adequate protection with respect to their interests in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest or otherwise).

6.4           No Waiver. Subject to Sections 3.1(a) and (d), nothing contained herein shall prohibit or in any way limit the First Lien Collateral Agent or any First Lien Secured Party from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second Lien Creditor or any of the Second Lien Secured Parties, including the seeking by the Second Lien Creditor or any of the Second Lien Secured Parties of adequate protection or the asserting by the Second Lien Creditor or any of the Second Lien Secured Parties of any of its rights and remedies under the applicable Second Lien Loan Documents or otherwise.

6.5           Avoidance Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Grantor any amount paid in respect of First Lien Obligations (a “Recovery”), then such First Lien Secured Parties shall be entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.6           Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of First Lien Obligations and on account of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

6.7           Post-Petition Interest.

(a)           Neither the Second Lien Creditor nor any Second Lien Secured Party shall oppose or seek to challenge any claim by the First Lien Collateral Agent or any First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of any First Lien Secured Party’s Lien, without regard to the existence of the Lien on the Collateral of the Second Lien Creditor on behalf of the Second Lien Secured Parties.

(b)           Neither the First Lien Collateral Agent nor any other First Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Creditor or any Second Lien Secured Parties for allowance in any Insolvency or Liquidation Proceeding of the applicable Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Collateral of the Second Lien Creditor on behalf of the Second Lien Secured Parties (after taking into account the Lien on the Collateral of the First Lien Collateral Agent on behalf of the First Lien Secured Parties).

6.8           Waiver. The Second Lien Creditor, for itself and on behalf of the Second Lien Secured Parties, waives any claim it may hereafter have against any First Lien Secured Party arising out of the election of any First Lien Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code or out of any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding.

6.9           Separate Grants of Security and Separate Classification. The Second Lien Creditor, for itself and on behalf of the Second Lien Secured Parties, and the First Lien Collateral Agent for itself and on behalf of the First Lien Secured Parties, acknowledges and agrees that:

(a)           the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens; and

(b)           because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding.

To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Secured Parties and the Second Lien Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions of Collateral or proceeds of Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the First Lien Facility Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution of Collateral or proceeds of Collateral is made in respect of the claims held by the Second Lien Secured Parties, with the Second Lien Creditor, for itself and on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over to the First Lien Collateral Agent, for itself and on behalf of the First Lien Secured Parties, Collateral and proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Secured Parties.

Section 7.             Reliance; Waivers; Etc.

7.1           Reliance. Other than any reliance on the terms of this Agreement, the First Lien Collateral Agent, on behalf of itself and the First Lien Secured Parties under the First Lien Loan Documents, acknowledges that it and such First Lien Secured Parties have not relied on the Second Lien Creditor or any of the Second Lien Secured Parties in making any credit analysis and decision to enter into such First Lien Loan Documents or to be bound by the terms of this Agreement or in making their own credit decision in taking or not taking any action under the First Lien Facility Agreement or this Agreement. The Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, acknowledges that it and the Second Lien Secured Parties have not relied on the First Lien Collateral Agent or any First Lien Secured Party in making any credit analysis and decision to enter into any of the applicable Second Lien Loan Documents or to be bound by the terms of this Agreement or in making their own credit decision in taking or not taking any action under the applicable Second Lien Loan Documents or this Agreement.

7.2           No Warranties or Liability. The First Lien Collateral Agent, on behalf of itself and the First Lien Secured Parties under the First Lien Loan Documents, acknowledges and agrees that the Second Lien Creditor and the Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit (as applicable) under the applicable Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that the First Lien Collateral Agent and the First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Creditor and the Second Lien Secured Parties shall have no duty to the First Lien Collateral Agent or any of the First Lien Secured Parties, and the First Lien Collateral Agent and the First Lien Secured Parties shall have no duty to the Second Lien Creditor or any of the Second Lien Secured Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

7.3           No Waiver of Lien Priorities.

(a)           No right of the First Lien Secured Parties, the First Lien Collateral Agent or any of them to enforce any provision of this Agreement or any First Lien Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Borrower or any other Grantor or by any act or failure to act by any First Lien Secured Party or the First Lien Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First Lien Loan Documents or any of the Second Lien Loan Documents, regardless of any knowledge thereof which the First Lien Collateral Agent or the First Lien Secured Parties, or any of them, may have or be otherwise charged with.

(b)           Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Borrower and the other Grantors under the First Lien Loan Documents and subject to the provisions of Section 5.3(a)), the First Lien Secured Parties, the First Lien Collateral Agent and any of them may, at any time and from time to time in accordance with the First Lien Loan Documents or applicable law, without the consent of, or notice to, the Second Lien Creditor or any of the Second Lien Secured Parties, without incurring any liabilities to the Second Lien Creditor or any of the Second Lien Secured Parties and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Creditor or any of the Second Lien Secured Parties is affected, impaired or extinguished thereby) do any one or more of the following:

(1)           change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guarantee thereof or any liability of the Borrower or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the First Lien Collateral Agent or any of the First Lien Secured Parties, the First Lien Obligations or any of the First Lien Loan Documents;

(2)           sell, exchange, release (subject to Section 5.1(e)), surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First Lien Collateral or any liability of the Borrower or any other Grantor to the First Lien Secured Parties or the First Lien Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

(3)           settle or compromise any First Lien Obligation or any other liability of the Borrower or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order; and

(4)           subject to Section 3(a)(1), exercise or delay in or refrain from exercising any right or remedy against the Borrower or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with the Borrower, any other Grantor or any First Lien Collateral and any security and any guarantor or any liability of the Borrower or any other Grantor to the First Lien Secured Parties or any liability incurred directly or indirectly in respect thereof.

(c)           Except as otherwise provided herein, the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, also agrees that the First Lien Secured Parties and the First Lien Collateral Agent shall have no liability to the Second Lien Creditor or any of the Second Lien Secured Parties, and the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, hereby waives any claim against any First Lien Secured Party or the First Lien Collateral Agent, arising out of any and all actions which the First Lien Secured Parties or the First Lien Collateral Agent may take or permit or omit to take with respect to:

(1)           the First Lien Loan Documents;

(2)           the collection of the First Lien Obligations; or

(3)           the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral.

The Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, agrees that the First Lien Secured Parties and the First Lien Collateral Agent have no duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations or otherwise.

(d)           Until the Discharge of First Lien Obligations, the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4           Obligations Unconditional. All rights, interests, agreements and obligations of the First Lien Collateral Agent and the First Lien Secured Parties and the Second Lien Creditor and the Second Lien Secured Parties, respectively, hereunder shall remain in full force and effect irrespective of:

(a)           any lack of validity or enforceability of any First Lien Loan Documents or any Second Lien Loan Documents;

(b)           except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Lien Obligations or Second Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Loan Document or any Second Lien Debt Document;

(c)           except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any guarantee thereof;

(d)           the commencement of any Insolvency or Liquidation Proceeding in respect of the Borrower or any other Grantor; or

(e)           any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Borrower or any other Grantor in respect of the First Lien Collateral Agent, the First Lien Obligations, any First Lien Secured Party, the Second Lien Creditor, the Second Lien Obligations or any Second Lien Secured Parties in respect of this Agreement.

Section 8.             Miscellaneous.

8.1           Conflicts. In the event of any conflict between the provisions of this Agreement to the extent relating to Collateral and the provisions of the First Lien Loan Documents or the Second Lien Loan Documents, the provisions of this Agreement shall govern and control.

8.2           Effectiveness; Continuing Nature of this Agreement; Severability; Termination.

(a)           This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Creditor or any Second Lien Secured Parties subject to the applicable Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

(b)           This Agreement shall terminate and be of no further force and effect:

(1)           with respect to the First Lien Collateral Agent, the other First Lien Secured Parties and the First Lien Obligations, on the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5; and

(2)           with respect to the Second Lien Creditor, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (x) the date upon which the obligations under the Second Lien Term Loan Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (y) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate.

8.3           Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Second Lien Creditor or the First Lien Collateral Agent shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, the Borrower shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent their rights are directly affected (which includes, but is not limited to any amendment to the Grantors’ ability to cause additional obligations to constitute First Lien Obligations or Second Lien Obligations as the Borrower may designate).

8.4           Information Concerning Financial Condition of the Borrower and Its Subsidiaries. The First Lien Collateral Agent and the First Lien Secured Parties, on the one hand, and the Second Lien Creditor and the Second Lien Secured Parties, on the other hand, shall each be responsible for keeping themselves informed of (i) the financial condition of the Borrower and its Subsidiaries and all endorsers or guarantors of the First Lien Obligations or the Second Lien Obligations and (ii) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations or the Second Lien Obligations. The First Lien Collateral Agent and the First Lien Secured Parties shall have no duty to advise the Second Lien Creditor or any Second Lien Secured Parties of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the First Lien Collateral Agent or any of the First Lien Secured Parties, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second Lien Creditor or any Second Lien Secured Parties, it or they shall be under no obligation:

(a)           to make, and the First Lien Collateral Agent and the First Lien Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

(b)           to provide any additional information or to provide any such information on any subsequent occasion;

(c)           to undertake any investigation; or

(d)           to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5           Subrogation. With respect to the value of any payments or distributions in cash, property or other assets that the Second Lien Creditor or any Second Lien Secured Party pays over to the First Lien Collateral Agent or the First Lien Secured Parties under the terms of this Agreement, the Second Lien Creditor and the Second Lien Secured Parties shall be subrogated to the rights of the First Lien Collateral Agent and the First Lien Secured Parties; provided, however, that, the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred. The Borrower acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by the Second Lien Creditor or the Second Lien Secured Parties that reduce any of the Second Lien Obligations and that are paid over to the First Lien Collateral Agent or the other First Lien Secured Parties pursuant to this Agreement shall not reduce any of the First Lien Obligations.

8.6           Application of Payments. All payments received by the First Lien Collateral Agent or the First Lien Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the First Lien Obligations as provided for in the First Lien Loan Documents. The Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, assents to any extension or postponement of the time of payment, subject to Section 5.3, of the First Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

8.7           Jurisdiction; Etc.

(a)           Submission to Jurisdiction. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the District Court of the State of Colorado sitting in the City and County of Denver and of the United States District Court of the State of Colorado, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Colorado state court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement, any First Lien Loan Document or any Second Lien Debt Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement, any First Lien Loan Document or any Second Lien Debt Document in the courts of any jurisdiction.

(b)           Waiver of Venue. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, any First Lien Loan Document or any Second Lien Debt Document in any court referred to in paragraph (a) of this Section 8.7. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)           Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.9. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

8.8           Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.8.

8.9           Notices. All notices permitted or required under this Agreement to the Second Lien Secured Parties and the First Lien Secured Parties shall be sent to the Second Lien Creditor and the First Lien Collateral Agent, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three (3) Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

8.10           Further Assurances. The First Lien Collateral Agent, on behalf of itself and the First Lien Secured Parties under the First Lien Loan Documents, and the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties under the Second Lien Loan Documents, and the Borrower agrees that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First Lien Collateral Agent or the Second Lien Creditor may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

8.11           APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO.

8.12           Binding on Successors and Assigns. This Agreement shall be binding upon the First Lien Secured Parties, the Second Lien Secured Parties, the Grantors and their respective successors and assigns.

8.13           Specific Performance. Each of the First Lien Collateral Agent and the Second Lien Creditor may demand specific performance of this Agreement. The First Lien Collateral Agent, on behalf of itself and the First Lien Secured Parties, and the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First Lien Collateral Agent or the First Lien Secured Parties or the Second Lien Creditor or the Second Lien Secured Parties, as the case may be.

8.14           Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

8.15           Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy or .pdf by email shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

8.16           Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

8.17           No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Parties. Nothing in this Agreement shall impair, as between the Borrower and the other Grantors, on the one hand, and the First Lien Collateral Agent and the First Lien Secured Parties, on the other hand, or as between the Borrower and the other Grantors, on the one hand, and the Second Lien Creditor and the Second Lien Secured Parties, on the other hand, the obligations of the Borrower and the other Grantors to pay principal, interest, fees and other amounts as provided in the First Lien Loan Documents and the Second Lien Loan Documents, respectively.

8.18           Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining, insofar as relating to the Collateral, the relative rights of the First Lien Collateral Agent and the First Lien Secured Parties on the one hand and the Second Lien Creditor and the Second Lien Secured Parties on the other hand. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

8.19           Additional Subsidiary Guarantors. Upon the execution and delivery by any Subsidiary of the Borrower of a First Lien Collateral Document or a Second Lien Collateral Document (or joinder thereto) as a “grantor” or “pledgor” (or the equivalent thereof), such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, (a) become a “Subsidiary Guarantor” and a “Grantor” for all purposes of this Agreement and (b) be deemed to have made the representations and warranties, as applied to and including such new Subsidiary, set forth in this Agreement.

[Remainder of page intentionally left blank - Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

First Lien Collateral Agent:

RMB Resources, Inc.

By: 

Name:

Title:

Address for Notices:

Attn:  Rick Winters

President

RMB Resources Inc.

3500 S Wadsworth Blvd, Suite 405

Lakewood, Colorado 80235 USA

Facsimile: 303 986 5136

Second Lien Creditor:

Uranium Resources, Inc.

By: 

Name:

Title:

Address for Notices:

Uranium Resources Inc.

405 State Highway 121 Bypass,

Building A, Suite 110

Lewisville, Texas 75067

Attn.:

Fax:

Acknowledged and Agreed to by:

Borrower:

Neutron Energy, Inc.

By: 

Name:

Title:

Address for Notices:

Neutron Energy Inc.

9000 E. Nichols Avenue

Suite 225

Englewood, Colorado 80112

Attn.:

Fax:

Subsidary Guarantor:

Cibola Resources, LLC

By: 

Name:

Title:

Address for Notices:

_____________________

_____________________

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