(a)       " 1933 Act " means the United States Securities Act of 1933 , as amended;

(b)       " Affiliate " has the meaning ascribed thereto in Rule 405 under the 1933 Act unless otherwise expressly stated herein;

(c)       " Ancillary Agreements " means all agreements, if any, to be negotiated and executed by Concentric and others which are determined by Concentric and UEC to be reasonably necessary to permit the transactions contemplated herein after the Execution Date but before the Closing to be concluded and including, without limitation, anything necessary to secure the interests of UEC under the current Secured Loan Agreement; and each of which Ancillary Agreement must in form and substance be satisfactory to UEC acting reasonably;

(d)       " Articles of Merger " has the meaning ascribed to it in Section 2.1;

(e)       " Assets " means all properties, assets, privileges, rights, interests and claims, real and personal, tangible and intangible, of every type and description, wherever located, owned, leased or licensed by Concentric or by UEC, as the context so requires;

(f)       " Business " means, in respect of Concentric, the business currently carried on by Concentric as of the Execution Date and including activities carried on, directly and indirectly, in connection with the exploration for, and the acquisition and development of, uranium properties in the United States, and, in respect of UEC, means the business currently carried on by UEC as of the Execution Date and including activities carried on by UEC, directly and indirectly, in connection with the exploration for, and the acquisition and development of, uranium properties in the United States;

(g)       " Business Day " means any day on which commercial banks are generally open for business in Vancouver, British Columbia, Canada, and the State of Nevada, United States;

(h)       " Closing " means the completion of the Merger and the closing of all other transactions expressly contemplated by this Agreement to complete concurrently therewith;

(i)       " Commission " means the United States Securities and Exchange Commission;

(j)       " Concentric Disclosure Schedule " means the disclosure schedule dated the Execution Date of this Agreement regarding this Agreement that has been provided by Concentric to UEC as a necessary condition of UEC entering into this Agreement; and the details of which Concentric Disclosure Schedule being expressly relied upon by UEC as a condition of its execution of this Agreement;

(k)       " Concentric Dissent Rights " means the rights of any Concentric Shareholders to dissent pursuant to the Nevada Statutes with respect to the Merger;

(l)       " Concentric Financial Statements " means the audited annual financial statements of Concentric and the unaudited interim financial statements of Concentric;

(m)       " Concentric Meeting " means the special meeting of Concentric Shareholders, including any adjournment thereof, to be called and held for the purpose of considering and approving the Merger;

(n)        "Concentric Merger Resolutions " means the consent resolutions of the Concentric Shareholders to ratify this Agreement and to approve the Merger and to be substantially in the form and content of Schedule A annexed hereto;

(o)       " Concentric Shares " means the shares of issued and outstanding common stock in the capital of Concentric as constituted on the Execution Date;

(p)       " Concentric Shareholders " means holders of record of Concentric Shares, and in the singular means any holder of record of Concentric Shares;

(q)       " Concentric Warrants " means those outstanding warrants to acquire Concentric Shares as set out in Section 4.1(b)(i) of the Concentric Disclosure Schedule;

(r)        "Concentric's Lawyers " means Schlanger, Silver, Barg & Paine, L.L.P., of 109 North Post Oak Lane, Suite 300, Houston, Texas, U.S.A., 77024;

(s)       " Dissenting Shares " means those Concentric Shares of which the holders thereof have properly and timely complied with the Nevada Statutes as to dissenters' rights;

(t)       " Effective Date " has the meaning ascribed to it in Section 8.1;

(u)       " Effective Time " means 12:01 a.m. (Nevada, U.S.A., time) on the Effective Date;

(v)       " Encumbrance " means any actual or threatened lien, mortgage, charge, pledge, hypothecation, security interest, assignment, option, equity, execution, claim or any other title defect or other encumbrance of any kind or nature whatsoever (including any agreement to give any of the foregoing) whether or not registered or registrable or whether consensual or arising by operation of law (statutory or otherwise);

(w)       " Environmental Laws " means all applicable Laws relating to the protection of the environment and public health and safety and including, without limitation, applicable common law, the United States Clean Air Act , the Comprehensive Environmental Response Compensation and Liability Act , the Resource Conservation and Recovery Act of 1976 , the Toxic Substances Control Act , the Safe Drinking Water Act and the Hazardous Materials Transportation Act , all as amended, and any state Laws implementing or analogous to the foregoing federal Laws, and all other Laws relating to or regulating emissions, discharges, releases, or cleanup of pollutants, contaminants, uranium exploration and production wastes, solid wastes, or toxic or Hazardous Substances or wastes;

(x)       " Exchange Ratio " means the ratio which determines the number of UEC Shares that are to be issued on completion of the Merger for all of the Concentric Shares, subject to reduction by any Dissenting Shares, and which Exchange Ratio, as of the Execution Date of this Agreement, is 0.1075 of one UEC Share for one Concentric Share; provided, however, that the Exchange Ratio may be adjusted by good faith negotiation between the Parties if required having regard to the results of the due diligence investigation of a party's Business and affairs by the other party; and provided further that either Party may terminate this Agreement in the event such due diligence results warrant the conversion of the Concentric Shares into more than 1,253,440 UEC Shares, it being agreed that not more than 1,253,440 UEC Shares shall be issued in exchange for Concentric Shares pursuant to the Merger (exclusive of any UEC Shares issued in exchange for Concentric Shares which are issued upon exercise prior to Closing of any Concentric Warrants);

(y)       " Global Acquisition Agreement " means that certain "Acquisition Agreement", dated for reference April 11, 2011, as entered into between UEC and Global Uranium Corp. (" Global ") as a condition of entering into this Agreement; and pursuant to UEC has agreed, contemporaneously with the completion of the within Merger, to purchase all of Global's rights (the " Rights ") under the terms and conditions of that certain and underlying "Option and Joint Venture Agreement", dated for reference April 13, 2010, as entered into between Global and Concentric (the " Underlying Option Agreement "), and pursuant to which Underlying Option Agreement Global has the right to acquire up to a 100% interest in Concentric's Mineral Assets, in consideration of, in part, the delivery by UEC to Global of (i) an initial payment of $150,000, (ii) a further $200,000 payment thereby releasing and assigning to UEC any security previously granted by Concentric to Global and (iii) 350,000 restricted shares of UEC's common stock and a final payment of $150,000 on the completion of the within Merger;

(z)       " Governmental Entity " means:

(aa)     " Hazardous Substance " means any pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined or identified by Environmental Laws;

(ab)     " Information " has the meaning ascribed to it in Section 5.5(b);

(ac)     " Intangible Property " means all intangible property used in connection with the Business, including all geological information, licenses, permits, authorities, franchises, approvals and authorizations by any Governmental Entity, books and records, systems and technology, restrictive covenants and other industrial or Intellectual Property or other rights used in connection with the Business;

(ad)     " Intellectual Property " means, with respect to Concentric, all right and interest to all patents, patents pending, inventions, know-how, any operating or identifying name or registered or unregistered trademarks and tradenames, all computer programs, licensed end-user software, source codes, products and applications (and related documentation and materials) and other works of authorship (including notes, reports, other documents and materials, magnetic, electronic, sound or video recordings and any other work in which copyright or similar right may subsist) and all copyrights (registered or unregistered) therein, industrial designs (registered or unregistered), franchises, licenses, authorities, restrictive covenants or other industrial or intellectual property used in or pertaining to Concentric and including, without limitation, the items described in Section 4.1(i) of the Concentric Disclosure Schedule, and all lists of customers, documents, records, correspondence and other information pertaining to Concentric;

(ae)     " Involuntary Bankruptcy Petition " means that certain and existing involuntary bankruptcy petition (In re: Concentric Energy Corp., Debtor, Chapter 7, Case No. 10-bk-18796-SSC) as filed in the United States Bankruptcy Court 2 in and for the District of Arizona, by the petitioning creditors, AWM Holding, LLC, Blue Sky Securities Ltd., David R. Holbrooke, Richard Louise, Timothy M. Schmidt, and John P. O'Shea, against the debtor, Concentric;

(af)     " Kettell Arrangement " means that certain form of anticipated consulting services arrangement which is intended to be entered into between UEC and Ralph Kettell, a present director of Concentric, as soon as reasonably practicable after the Execution Date, and representing Mr. Kettell's agreement to provide certain consulting services to UEC after the completion of the Merger and for consideration from UEC to be evidenced thereby;

(ag)     " Laws " means all statutes, regulations, statutory rules, orders, policies and terms and conditions of any grant of approval, permission, authority or license of any court and Governmental Entity, and the term " applicable " with respect to such Laws, and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

(ah)     " Lock-Up Agreements " means those certain "Lock-up and Pooling Agreement"s and "Lock-Up Agreement"s to be entered into between UEC and certain Concentric Shareholders; representing not less than 50.1% of all Concentric Shares on a non-fully diluted basis; as soon as reasonably practicable after the Execution Date and representing the agreement of each such Concentric Shareholder to, in part, deposit or cause to be deposited under, and not withdraw or cause to be withdrawn from the Merger, their Concentric Shares, to vote or cause to be voted their Concentric Shares in favour of the Merger and any other matter that could reasonably be expected to facilitate the Merger and to abide by the restrictions and covenants set forth therein; and the form of which Lock-Up Agreements having been agreed to in advance as between the Parties and also forming part of the Ancillary Agreements hereunder;

(ai)     " Material Adverse Change ", when used in connection with either Concentric or UEC, means any change, effect, event or occurrence with respect to its condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), businesses, operations or results of operations that is, or would reasonably be expected to be, material and adverse to the business, operations or financial condition of such Party taken as a whole, other than any change, effect, event or occurrence relating to the Canadian or United States' economy or securities markets in general;

(aj)     " Material Adverse Effect ", when used in connection with either Concentric or UEC, means any effect that is, or would reasonably be expected to be, material and adverse to the business, operations or financial condition of such Party taken as a whole;

(ak)     " Material Contracts " means the contracts or commitments of Concentric or UEC, and, as the context requires:

(al)     " Merger " means the merger of Concentric with and into Subco; with Subco being a wholly-owned subsidiary of UEC; on the terms and conditions herein provided and for greater certainty includes the other transactions expressly provided to complete concurrently therewith;

(am)     " Mineral Assets " has the meaning ascribed to it in Section 4.1(y) of the Concentric Disclosure Schedule;

(an)     " Mineral Assets Documentation " means any and all technical records and other factual engineering data and information relating to the mineral property interests comprising the Assets and including, without limitation, all plans, maps, agreements and records which are in the possession or control of any Party hereto;

(ao)     " Nevada Statutes " means Chapters 78 (Private Corporations) and 92A - Mergers, Conversions, Exchanges and Domestications, of the Nevada Revised Statutes ;

(ap)     " Parties " or " Party " means, respectively, collectively and individually, as the context so requires, each of UEC or Concentric as the case may be, together with their respective successors and permitted assigns as the context so requires;

(aq)     " Person " includes any individual, firm, partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

(ar)     " Plan of Merger ", where the context requires, means this Agreement;

(as)     " Pre-Effective Date Period " means the period from and including the Execution Date to and including the Effective Time;

(at)     " Proxy Statement " means the notice of the Concentric Meeting and the accompanying Proxy Statement of Concentric, including all appendices thereto, to be sent to Concentric Shareholders in connection with the Concentric Meeting; and which is expected to be comprised of and take the form of UEC's planned Registration Statement for the Merger;

(au)     " Registration Statement " means the registration statement of UEC proposed to be filed on Form S-4 under the 1933 Act to register the UEC Shares to be issued in exchange for Concentric Shares under the Merger;

(av)     " Regulatory Approval " means the acceptance for filing, if required, of the transactions contemplated by this Agreement by the Regulatory Authorities;

(aw)     " Regulatory Authority " and " Regulatory Authorities " means, either singularly or collectively as the context so requires, the NYSE Amex Equities stock exchange and such other regulatory agencies who have or who may have jurisdiction over the affairs of Concentric and UEC and including, without limitation, and where applicable, all applicable securities commissions and again including, without limitation, the Commission, and all other regulatory authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated by this Agreement;

(ax)     " Representatives " has the meaning ascribed to it in Section 5.5(a);

(ay)     " Secured Loan Agreement " means that certain "Secured Loan Agreement" and each of its related Schedules A - Promissory Note, B - Debenture and C - Security Agreement, dated for reference April 20, 2011, as entered into between UEC and Concentric as a condition of entering into this Agreement; and pursuant to UEC has now loaned to Concentric, on a secured basis, an aggregate of $300,000 and advanced the same in the following manner: (i) an initial $200,000 to Global and representing the repayment by Concentric to Global of any and all monies presently due and owing by Concentric to Global under the Underlying Option Agreement together with the resulting release and assignment from Global to UEC of any security associated with the same; and (ii) the final $100,000 to Concentric for general corporate and working capital purposes to be utilized by Concentric toward the completion of the within Merger;

(az)     " Subco " means a wholly-owned subsidiary of UEC which will be the surviving corporation in the Merger;

(ba)     " Subsidiary " means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned, directly or indirectly, by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a Subsidiary;

(bb)     " Surviving Corporation " means Subco;

(bc)     " Taxes " means, in respect of a Party and its Affiliates, all federal, state, provincial, municipal, foreign or other taxes, imposts, rates, levies, assessments and government fees, and any other charges lawfully levied, assessed or imposed against it and including, without limitation, all income, capital gains, sales, excise, capital, real property, goods and services, business transfer and value added taxes, customs and import duties, together with all interests, fines and penalties with respect thereto;

(bd)     " this Agreement ", " hereto ", " hereunder ", " hereof ", " herein ", " hereby " and similar expressions mean or refer to this Merger Agreement and any agreement, deed or instrument supplemental or ancillary hereto, and the expressions " article ", " section ", " subsection ", " paragraph ", " subparagraph ", " clause " and " subclause " followed by a number mean the specified article, section, subsection, paragraph, subparagraph, clause or subclause of this Agreement;

(be)     " Termination Date " means August 31, 2011, or such later date as may be mutually agreed by the Parties to this Agreement;

(bf)     " UEC Exchange Warrants " has the meaning ascribed to it in Section 2.2(d);

(bg)     " UEC Financial Statements " means the audited annual financial statements of UEC and the unaudited interim financial statements of UEC included in the UEC SEC Filings;

(bh)     " UEC Merger Resolutions " means the consent resolutions of the Board of Directors of UEC (and UEC as the sole shareholder of Subco) to ratify this Agreement and to approve the Merger and to be substantially in the form and content of Schedule B annexed hereto;

(bi)     " UEC SEC Filings " means the annual reports on Form 10-K or Form 10-KSB, quarterly reports on Form 10-Q or Form 10-QSB, and current reports on Form 8-K, and any amendments thereto, filed by UEC with the Commission on and after January 31, 2011;

(bj)     " UEC Shares " means the shares of common stock in the capital of UEC as constituted on the Execution Date;

(bk)     " UEC Shareholders " means holders of record of UEC Shares, and in the singular means any holder of record of UEC Shares;

(bl)     " UEC Transfer Agent " means Transfer Online, Inc., of 512 S.E. Salmon Street, Portland, Oregon, U.S.A., 97214; and

(bm)     " UEC's Lawyers " means McMillan llp, of 1500 Royal Centre P.O. Box 11117, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7.

(a)       each Concentric Share will thereby be cancelled and the holder of such Concentric Share shall be entitled to be issued the number of UEC Shares determined by the Exchange Ratio, with any fractions of 0.5 and more in respect of each holder's aggregate Concentric Shares rounded off to the nearest whole share (so that no Concentric Shareholder will receive more than one share in lieu of a fractional share in respect of such Concentric Shareholder's entire holdings). As of the Effective Time all Concentric Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any Concentric Shares shall cease to have any rights with respect thereto, except the right to receive the UEC Shares to be issued in consideration therefor upon surrender of such certificate, without interest;

(b)       each Concentric Share held in the treasury of Concentric immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto;

(c)       notwithstanding anything in this Agreement to the contrary, if, between the Execution Date of this Agreement and the Effective Time, the Exchange Ratio has been agreed upon in writing by Concentric and UEC, and thereafter the outstanding UEC Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall have been declared with a record date within such period, the Exchange Ratio shall be correspondingly adjusted;

(d)       all of the Concentric Warrants then outstanding will thereby be disposed of by the holders thereof in consideration for the issue of non-transferable common stock purchase warrants of UEC (the " UEC Exchange Warrants ") to the persons set out in Section 4.1(b)(i) of the Concentric Disclosure Schedule, subject to reduction for any Concentric Warrants that are exercised or expire prior to Closing. The number of UEC Exchange Warrants issuable shall be determined with reference to the Exchange Ratio, mutatis mutandis . As of the Execution Date of this Agreement, the Exchange Ratio is 0.1075 of one UEC Share for every one Concentric Share. Accordingly, assuming the Exchange Ratio is the same at the Effective Time, a Concentric Warrant to acquire one Concentric Share would result in a UEC Warrant to acquire 0.1075 of one UEC Share, and the exercise price of each UEC Exchange Warrant shall be determined by dividing the per share exercise price of the corresponding whole Concentric Warrants by the Exchange Ratio. No fractional UEC Exchange Warrants will be issued, and any fractions of 0.5 and more in respect of each holder's aggregate Concentric Warrants shall be rounded off to the nearest whole UEC Exchange Warrant (so that no Concentric Warrant holder will receive more than one UEC Exchange Warrant in lieu of a fractional warrant in respect of such Concentric Warrant holder's entire holdings); and

(e)       Subco will be the Surviving Corporation and, upon the Effective Time, shall continue in existence and without further transfer shall succeed to and possess all rights, privileges, powers and franchises of Concentric and all of the assets and property of whatever kind and character of Concentric shall vest in Subco as the Surviving Corporation. Subco, as the Surviving Corporation, shall also be liable for all of the liabilities and obligations of Concentric, and any claim or judgment against Concentric may be enforced against Subco as the Surviving Corporation.

(a)       convene and hold the Concentric Meeting for the purpose of considering the Concentric Merger Resolution (and for any other proper purpose as may be set out in the notice for such meeting);

(b)       use commercially reasonable efforts to ensure that all required Lock-Up Agreements are executed with such Concentric Shareholders who hold not less than 50.1% of all Concentric Shares on an non-fully diluted basis as soon as reasonably practicable after the Execution Date; and

(c)       subject to the satisfaction or waiver of the other conditions herein contained in favor of each Party, with the co-operation of UEC, take such steps as are necessary to give effect to the Merger.

(a)       subject to the satisfaction or waiver of the other conditions herein contained in favor of each Party, with the co-operation of Concentric, take such steps as are necessary to give effect to the Merger;

(b)       subject to Section 2.5, and subject to the satisfaction or waiver of the other conditions herein contained in favor of each Party, deliver certificates for UEC Shares to Concentric Shareholders in accordance with this Agreement against the delivery and surrender of the certificates representing the corresponding Concentric Shares; and

(c)       subject to the satisfaction or waiver of the other conditions herein contained in favor of each Party, deliver agreements or certificates for UEC Exchange Warrants, as appropriate, to Concentric Warrant holders, as the case may be, in accordance with this Agreement, against the delivery and surrender of the agreements and certificates representing the corresponding Concentric Warrants.

(b)       the preparation of any application for any regulatory approvals, other orders, rulings, consents and any other documents, and the taking of any action, deemed by UEC or Concentric, acting reasonably, to be necessary to discharge their respective obligations under applicable Laws in connection with the Merger and the other transactions contemplated hereby.

(a)        Organization :

(b)         Capitalization :

(c)         Authority and No Violation :

(d)         No Defaults : subject to obtaining any necessary regulatory approvals relating to Concentric, Concentric is not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract (including the Material Contracts), agreement, license or franchise to which it is a party which would, if terminated due to such default, cause a Material Adverse Effect;

(e)         Absence of Certain Changes or Events : save and except for that certain and existing Involuntary Bankruptcy Petition, Concentric has conducted its Business only in the ordinary and regular course of business consistent with past practice and, except as otherwise provided in this Agreement, there has not occurred since the date of the most recent balance sheet forming part of the Concentric Financial Statements:

(f)        Absence of Conflict : to the actual knowledge, information and belief of each of Concentric, the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:

(g)         Employment :

(h)         Financial Statements : the Concentric Financial Statements have been prepared in accordance with United States generally accepted accounting principles, the requirements of applicable Governmental Entities and applicable securities Laws; and such financial statements present fairly, in all material respects, the financial position and results of operations of Concentric as of the respective dates thereof and for the respective periods covered thereby. There are no liabilities, contingent or otherwise, of Concentric not disclosed or reflected in the Concentric Financial Statements, except those incurred in the ordinary course of business of Concentric since the date of the Concentric Financial Statements;

(i)         Intellectual Property :

(j)         Books and Records : The books, records and accounts of Concentric, in all material respects:

(k)         Bank Accounts : Section 4.1(k) of the Concentric Disclosure Schedule is a true and complete list showing the name of each bank, trust company or similar institution in which Concentric has accounts or safety deposit boxes, the identification numbers of each such account or safety deposit box, the names of all persons authorized to draw therefrom or to have access thereto and the number of signatories required on each account. In addition, Section 4.1(k) of the Concentric Disclosure Schedule also includes a list of all non-bank account numbers, codes and business numbers used by Concentric for the purposes of remitting tax, dues, assessments and other fees;

(l)         Litigation, Etc. : save and except for that certain and existing Involuntary Bankruptcy Petition and other matters as set forth in Section 4.1(l).1 of the Concentric Disclosure Schedule, there is no basis for and there are no claims, actions, suits, judgments, investigations or proceedings outstanding or pending or, to the best of the knowledge, information and belief of Concentric, after having made due inquiry, threatened against or affecting Concentric at law or in equity or before or by any court or Governmental Entity. Save and except as set forth in Section 4.1(l).2 the Concentric Disclosure Schedule, neither Concentric nor its Assets or properties is subject to any outstanding judgment, order, writ, injunction, or decree;

(m)         Insurance : Concentric maintains, and has maintained, insurance in force against loss on the Assets, against such risks, in such amounts and to such limits, as is in accordance with prudent business practices prevailing in its line of business and having regard to the location, age and character of its properties and the Assets, and has complied fully with all requirements of such insurance, including the prompt giving of any notice of any claim or possible claim thereunder, and all such insurance has been and is with insurers which Concentric believes to be responsible;

(n)         Environmental : except for any matters that, individually or in the aggregate, would not have a Material Adverse Effect on Concentric:

(o)         Tax Matters : in respect of Taxes:

(p)         Compliance with Laws : Concentric has complied with and is not in violation of any applicable Laws, orders, judgments and decrees other than non-compliance or violations which would not, individually or in the aggregate, have a Material Adverse Effect on Concentric. Without limiting the generality of the foregoing, all securities of Concentric (including, all options, rights or other convertible or exchangeable securities) have been issued in compliance, in all material respects, with all applicable securities Laws, and all securities to be issued upon the exercise of any such options, rights and other convertible or exchangeable securities will be issued in compliance with all applicable securities Laws;

(q)         Liabilities : except for liabilities which are disclosed, reflected or adequately provided for in Section 4.1(q) of the Concentric Disclosure Schedule, there are no other material liabilities, contingent or otherwise, existing on the Execution Date in respect of which Concentric may be liable on or after the completion of the transaction contemplated by this Agreement other than:

(r)         Intangible Property : all of the Intangible Property of Concentric is owned by good and marketable title free and clear of all Encumbrances. There are no restrictions on the ability of Concentric to use and exploit all rights in the Intangible Property, and all statements in all applications for registration of the Intangible Property were true and correct as of the date of such applications;

(s)         Licenses, Etc. : Concentric owns, possesses, or has obtained, and is in material compliance with, all licenses and permits from any Governmental Entity necessary to conduct its Business in the ordinary course of the operations of the Business and for the uses to which the Assets have been put and are in good standing as set forth in Section 4.1(s) of the Concentric Disclosure Schedule, and such conduct and uses are in compliance with all laws, zoning and other by-laws, building and other restrictions, rules, regulations and ordinances applicable to Concentric and to the business and the Assets, and neither the execution and delivery of this Agreement, nor the completion of the transactions contemplated hereby, will give any person the right to terminate or cancel any said license or permit or affect such compliance;

(t)         Securities Registration Rights : save and except for those matters which are listed in Section 4.1(t) of the Concentric Disclosure Schedule, no holder of securities issued by Concentric has any right to compel Concentric to register or otherwise qualify such securities for public sale in Canada or the United States;

(u)         Reports : to the best of its knowledge after due inquiry, Concentric has previously filed with or furnished to the Commission true and complete copies of all forms, reports, schedules, statements and other documents required to be filed or furnished by it, and such documents, at the time filed or furnished:

(v)         Assets Used in the Normal Course of Business : the Assets constitute all of the rights, assets and properties that are usually and ordinarily used or held for use in connection with or otherwise relate to the operation of the Business in the usual and ordinary course of the operation of the Business. Except for contemplated additions that are not material in the aggregate, all of the Assets include all rights, assets and properties, the use and exercise of which are necessary for the performance of any agreement to which Concentric is a party, and the conduct of the Business as now conducted and presently proposed by Concentric to be conducted;

(w)         Title to the Assets : Concentric is the legal and beneficial owner of, and has good and marketable title to and possession of, the Assets, free and clear of all Encumbrances (other than those Encumbrances disclosed in the Concentric Disclosure Schedule or as otherwise disclosed by Concentric to UEC in writing);

(x)        Condition of Assets : all tangible rights, assets and properties comprising the Assets are free from material defect, are in good condition and repair and (where applicable) are in proper working order, having regard to the use and age thereof;

(y)         Mineral Assets : to the best of the knowledge, information and belief of each of Concentric, after having made due inquiry:

(z)         Material Contracts :

(aa)       Parties to Material Contracts : each of the Material Contracts contains the entire and only agreement between the parties thereto with respect to the subject matter thereof and identifies therein each person who is a party thereto or is bound thereby, and Concentric has neither received any notice nor is aware that any other party to any Material Contract intends or wishes to cancel such Material Contract nor is there a dispute between Concentric and any other party to any Material Contract;

(ab)       Schedules : each of the Schedules to the Concentric Disclosure Schedule contains all material information for each particular Schedule listed therein and there are no omissions of material information by Concentric in the Concentric Disclosure Schedule;

(ac)       No Other Options or Agreements to Acquire the Business : there is no written, oral, or implied agreement, option, understanding or commitment, or any right or privilege capable of becoming any of the same, for the purchase from Concentric of the Business or any of the Assets, other than purchase orders or requests accepted by it in the usual and ordinary course of the operation of the Business; and

(ad)       No Other Facts or Circumstances : Concentric is not aware of any fact or circumstance which has not been disclosed to UEC which should be disclosed in order to prevent the representations contained in this section from being misleading or which would likely affect the decision of UEC to enter into this Agreement.

(a)         Organization of UEC :

(b)         Capitalization of UEC : the authorized capital of UEC consists of 750,000,000 shares of common stock with a par value of $0.001. All outstanding UEC Shares have been duly authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights;

(c)        Authority and No Violation :

(d)         No Defaults : subject to obtaining any necessary Regulatory Approvals relating to UEC, UEC is not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract (including the Material Contracts), agreement, license or franchise to which it is a party which would, if terminated due to such default, cause a Material Adverse Effect;

(e)         Absence of Certain Changes or Events : since the date of the most recent balance sheet forming part of the UEC Financial Statements, UEC has conducted its Business only in the ordinary and regular course of business consistent with practice and, except as otherwise provided in this Agreement, there has not occurred:

(f)         Employment :

(g)        Financial Statements : the UEC Financial Statements have been prepared in accordance with United States generally accepted accounting principles, the requirements of applicable Governmental Entities and applicable securities Laws; and such financial statements present fairly, in all material respects, the consolidated financial position and results of operations of UEC as of the respective dates thereof and for the respective periods covered thereby;

(h)        Books and Records : the books, records and accounts of UEC, in all material respects:

(i)        Reports : to the best of its knowledge after due inquiry, UEC has filed with or furnished to the Commission true and complete copies of all forms, reports, schedules, statements and other documents required to be filed or furnished by it, and such documents, at the time filed or furnished:

(j)        UEC Shares : UEC Shares to be issued pursuant to the Merger will be duly and validly issued by UEC on their respective dates of issue as fully paid and non-assessable shares;

(k)        Compliance with Laws : except as set forth in the UEC SEC Filings, UEC has complied with and is not in violation of any applicable Laws, orders, judgments and decrees other than non-compliance or violations which would not, individually or in the aggregate, have a Material Adverse Effect on UEC. Without limiting the generality of the foregoing, all securities of UEC (including all options, rights or other convertible or exchangeable securities) have been issued in compliance in all material respects with all applicable securities Laws and all securities to be issued upon the exercise of any such options, rights and other convertible or exchangeable securities will be issued in compliance with all applicable securities Laws;

(l)         Litigation, Etc. : except as set forth in the UEC SEC Filings, there is no claim, action, proceeding, or investigation pending or, to the knowledge of UEC, threatened against UEC before any court or Governmental Entity. Neither UEC or its assets or properties is subject to any outstanding judgment, order, writ, injunction, or decree;

(m)        No Defaults : subject to obtaining any necessary Regulatory Approvals relating to UEC, UEC is not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract (including the Material Contracts), agreement, license or franchise to which it is a party which would, if terminated due to such default, cause a Material Adverse Effect;

(n)         Environmental : except as set forth in the UEC SEC Filings, and except for any matters that, individually or in the aggregate, would not have a Material Adverse Effect on UEC:

(o)         Tax Matters : in respect of Taxes:

(a)       Neither the Board of Directors of Concentric nor any committee thereof shall: (i) withdraw or modify, or propose to withdraw or modify, the approval or recommendation by such Board of Directors or such committee of this Agreement or the Merger; (ii) approve or recommend, or propose to approve or recommend, any transaction described in the first sentence of Section 5.2; or (iii) cancel or fail to call or hold the Concentric Meeting or remove this Agreement and the Merger from consideration at such meeting prior to completion of the vote of the stockholders of Concentric on this Agreement and the Merger; except in each such case (A) in connection with an unsolicited Takeover Proposal that the Board of Directors of Concentric determines in good faith constitutes a Superior Proposal and (B) if the Board of Directors of Concentric determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to avoid breaching its fiduciary duties to the stockholders of Concentric under applicable Nevada law.

(b)       As used in this Agreement: " Superior Proposal " means a bona fide unsolicited " Alternative Transaction " (as defined below) for Concentric that: (i) is not conditional on obtaining financing; and (ii) in respect of which the Board of Directors of Concentric have determined in good faith, after consultation with, and receiving advice (which may include a written opinion) from, as appropriate, its financial, legal and other advisors that such Alternative Transaction would, if consummated in accordance with its terms, reasonably likely result in a transaction more favourable to Concentric's shareholders from a financial point of view than the proposed transaction with UEC. The term " Alternative Transaction " means any of the following transactions between Concentric or any of its affiliates and any person other than UEC: (i) the acquisition or purchase of any capital stock or other voting security, any security convertible into or exercisable or exchangeable for any capital stock or other voting security of Concentric or any subsidiary of Concentric or all or a substantial portion of the assets of Concentric or any subsidiary of Concentric; (ii) a merger, recapitalization, reorganization, joint venture or other business combination involving Concentric or any subsidiary of Concentric; or (iii) any other extraordinary business transaction involving or otherwise relating to Concentric or any subsidiary of Concentric.

(c)       Should the Merger fail to complete due to any breach by Concentric of Section 5.2 or as a result of Concentric's acceptance (in any manner) of a Superior Proposal, Concentric shall pay to UEC a break fee of U.S. $3,000,000.00 within two business days of any such event (the " Break-fee "). In this regard the Parties acknowledge and agree that, in consideration of each of (i) the substantive time, effort and expense being expended by UEC to both complete the within Merger and reorganize and secure the Business interests of Concentric consequent thereon, (ii) the requirement of UEC, as a condition precedent to the completion of the Merger, to negotiate and conclude the acquisition from Global Uranium Corp. of its contractual interests in the Mineral Assets, (iii) the prior loan by UEC to Concentric of U.S. $300,000 and the risk associated with the same prior to the execution and completion of this Agreement and the Merger and (iv) the numerous creditors of Concentric which UEC has had cause to negotiate with prior to the execution of this Agreement, the Break-fee is fair and reasonable from a financial point of view and that the Board of Directors of Concentric has received appropriate financial and legal advice advising them of the same.

(a)       carry on its Business in, and only in, the ordinary and regular course in substantially the same manner as heretofore conducted and, to the extent consistent with such Business, use all reasonable efforts to preserve intact its present business organization and keep available the services of its present officers and employees and others having business dealings with it to the end that its goodwill and Business shall be maintained;

(b)       except as set out in this Agreement, not commence to undertake a substantial expansion of its Business or an expansion that is out of the ordinary and regular course of Business consistent with prior practice in light of current market and economic conditions;

(c)       not split, combine or reclassify any of the outstanding shares of Concentric nor declare, set aside or pay any dividends on or make any other distributions on or in respect of the outstanding shares of Concentric;

(d)       not amend the articles of incorporation or by-laws of Concentric;

(e)       not sell, pledge, encumber, allot, reserve, set aside or issue, authorize or propose the sale, pledge, encumbrance, allotment, reservation, setting aside or issuance of, or purchase or redeem or propose the purchase or redemption of, any shares in its capital stock or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares or other convertible or exchangeable securities;

(f)       not reorganize, amalgamate or merge Concentric with any other Person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing substantially all of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof, which acquisition would be material to its business or financial condition;

(g)       not sell, pledge, encumber, lease or otherwise dispose of any material Assets;

(h)       not guarantee the payment of material indebtedness or incur material indebtedness for money borrowed or issue or sell any debt securities nor shall Concentric increase the level of any current indebtedness owed by it;

(i)       use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on Concentric with respect to the transactions contemplated hereby and by the Merger;

(j)       not:

(k)       not, except in the usual, ordinary and regular course of Business and consistent with past practice:

(l)       not settle or compromise any claim brought by any present, former or purported Concentric Shareholder in connection with the transactions contemplated by this Agreement or the Merger prior to the Effective Date;

(m)       except in the usual, ordinary and regular course of Business and consistent with past practice or as required by applicable Laws, not enter into or modify in any material respect any contract, agreement, commitment or arrangement, including Material Contracts, which new contract or series of related new contracts or modification to an existing contract or series of related existing contracts which would have a Material Adverse Effect on Concentric;

(n)       incur or commit to capital expenditures prior to the Effective Date only in the ordinary course consistent with past practice and not, in any event, exceeding U.S. $10,000.00, individually or in the aggregate (other than its agreements with its legal counsel and, if applicable, its fairness opinion consultants);

(o)       not make any changes to existing accounting practices relating to Concentric except as required by Law or required by generally accepted accounting principles or make any material tax election inconsistent with past practice;

(p)       promptly advise UEC orally and, if then requested, in writing:

(q)       Concentric shall perform all obligations required or desirable to be performed by Concentric under this Agreement, co-operate with UEC in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Concentric shall:

(a)       to perform all obligations required or desirable to be performed by it under this Agreement, to co-operate with Concentric in connection therewith, and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, to:

(b)       use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on UEC with respect to the transactions contemplated hereby and by the Merger;

(c)       until the Effective Date or the earlier termination of this Agreement in accordance with Part 7, except (i) with the consent of Concentric to any deviation therefrom, which shall not be unreasonably withheld, or (ii) with respect to any matter otherwise provided for by this Agreement or the Merger, UEC will:

(d)       use commercially reasonable efforts to ensure that a satisfactory Kettell Arrangement is arrived at as soon as reasonably practicable after the Execution Date;

(e)       that, on the Execution Date, UEC will have the requisite corporate power and authority to perform its obligations hereunder; and

(f)       subject to the conditions set out herein and the Plan of Merger, to issue on the Effective Date such UEC Shares and UEC Exchange Warrants as are necessary to effect the Merger.

(b)       Each of UEC and Concentric acknowledges that certain information provided to it under Section 5.5(a) above will be non-public and/or proprietary in nature (the " Information "). Except as permitted below, each of UEC and Concentric will keep Information confidential and will not, without the prior written consent of the other, disclose it, in any manner whatsoever, in whole or in part, to any other Person, and will not use it for any purpose other than to evaluate the transactions contemplated by this Agreement. Each of UEC and Concentric will make all reasonable, necessary and appropriate efforts to safeguard the Information from disclosure to anyone other than as permitted hereby and to control the copies, extracts or reproductions made of the Information. The Information may be provided to the Representatives of each of UEC and Concentric who require access to the same to assist it in proceeding in good faith with the transactions contemplated by this Agreement and whose assistance is required for such purposes, provided that it has first informed such Representatives to whom Information is provided that the Representative has the same obligations, including as to confidentiality, restricted use and otherwise, that it has with respect to such Information. This provision shall not apply to such portions of the Information that:

(c)       The Parties acknowledge that certain Information may be competitively sensitive and that disclosure thereof shall be limited to that which is reasonably necessary for the purpose of preparing submissions or applications in order to obtain any necessary regulatory approvals.

(d)       The provisions of this Section 5.5 shall survive the termination of this Agreement.

(b)       UEC (the " Indemnifying Party ") shall defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred, provided that nothing herein shall impair any rights of any Indemnified Party. Promptly after receipt by an Indemnified Party under this Section 5.7 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against an Indemnifying Party under this Section 5.7, notify the Indemnifying Party of the commencement thereof; but the omission so to notify an Indemnifying Party will not relieve it from any liability which it may have to any Indemnified Party. In case any such action is brought against any Indemnified Party and it notifies an Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof (and so long as the Indemnifying Party satisfies such obligations), the Indemnifying Party will not be liable to such Indemnified Party under this Section 5.7 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Party.

(c)       UEC shall maintain officers' and directors' liability insurance policies covering the Indemnified Parties for a period of not less than five years after the Effective Time, but only to the extent related to actions or omissions prior to the Effective Time.

(d)       The obligations of UEC under this Section 5.7 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.7 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7, each of whom may enforce the provisions of this Section 5.7).

(e)       If UEC or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and Assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of UEC shall assume the obligations set forth in this Section 5.7.

(a)       the Board of Directors of UEC will have determined that the Merger is fair to the UEC Shareholders and is in the best interests of UEC;

(b)       The Board of Directors of Concentric will have:

(c)       the Merger shall have been approved at the Concentric Meeting by more than 50% of the votes cast by the Concentric Shareholders represented in person or by proxy at the Concentric Meeting which actually vote in favor or against the Concentric Merger Resolutions;

(d)       each of UEC and Concentric shall have completed their due diligence inspection conducted in conjunction with the Merger and the transactions contemplated herein to the satisfaction of UEC and Concentric, respectively;

(e)       there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding, of a judicial or administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with any Regulatory Approvals which have been obtained;

(f)       all consents, waivers, permits, orders and approvals of any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit the consummation of the Merger, the failure of which to obtain or the non-expiry of which would constitute a criminal offence, or would have a Material Adverse Effect on UEC or Concentric, as the case may be, shall have been obtained or received on terms that will not have a Material Adverse Effect on UEC and/or Concentric;

(g)       save and except for that certain and existing Involuntary Bankruptcy Petition, there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success;

(h)       all necessary Regulatory Approvals shall have been obtained; and

(i)       neither Party shall have given notice to the other within 30 days of the Execution Date terminating this Agreement based on the results of the due diligence investigation conducted by the Party giving notice. It is the Parties' intention that each Party shall have a due diligence investigation period, expiring 30 days from the Execution Date, in order to conduct such due diligence investigations as the Parties deem necessary to determine the feasibility, economic or otherwise, of the transactions contemplated in this Agreement. Either Party may terminate this Agreement at any time within such 30 day period by delivery to the other of written notice of termination of this Agreement. Upon such termination, this Agreement shall be of no further force and effect. Either Party may waive the due diligence period in writing at its option.

(a)       all covenants of Concentric under this Agreement to be performed on or before the Effective Date shall have been duly performed by Concentric in all material respects;

(b)       the number of holders of Concentric Shares exercising their Concentric Dissent Rights shall not exceed 5% of the total issued and outstanding Concentric Shares;

(c)       the representations and warranties of Concentric under this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement) and UEC shall have received an officer's certificate of Concentric addressed to UEC and dated the Effective Date, signed on behalf of Concentric by one senior executive officer of Concentric, confirming the same as at the Effective Date;

(d)       between the Execution Date and the Effective Date there shall not have occurred a Material Adverse Change to Concentric;

(e)       all necessary corporate action shall have been taken by Concentric to permit the consummation of the Merger;

(f)       all necessary corporate action shall have been taken by Concentric to permit the consummation of the Merger;

(g)       UEC shall be satisfied, in its sole and absolute discretion, that it is in a position to fully complete on and close its existing Global Acquisition Agreement with Global to acquire Global's Rights under the Underlying Option Agreement contemporaneously with the completion of the within Merger; and

(h)       all deliveries under Part 8 shall have been made as required of Concentric.

(a)       all covenants of UEC under this Agreement to be performed on or before the Effective Date shall have been duly performed by UEC in all material respects;

(b)       all representations and warranties of UEC under this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement) and Concentric shall have received a certificate of UEC addressed to Concentric and dated the Effective Date, signed on behalf of UEC by one senior executive officer of UEC, confirming the same as at the Effective Date;

(c)       there shall not have occurred a Material Adverse Change to UEC in the Pre-Effective Date Period;

(d)       all other necessary corporate action shall have been taken by UEC to permit the consummation of the Merger and the issue of UEC Shares and UEC Exchange Warrants pursuant to the Merger;

(e)       the Board of Directors of UEC shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by UEC to permit the consummation of the Merger;

(f)       Concentric shall have received a satisfactory legal opinion from UEC's Lawyers as described in Section 8.2(b); and

(g)       all deliveries under Part 8 have been made as required of UEC.

(a)       cause any of the representations or warranties of the other Party contained herein to be untrue or inaccurate in any material respect on the Execution Date or on the Effective Date; or

(b)       result in the failure in any material respect to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date.

(a)       change the time for performance of any of the obligations or acts of the Parties;

(b)       waive any inaccuracies or modify any representation contained herein or in any document delivered pursuant hereto;

(c)       waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and

(d)       waive compliance with or modify any conditions precedent herein contained;

(a)       If any condition contained in Section 6.1 or Section 6.2 is not satisfied at or before the Termination Date to the satisfaction of UEC, then UEC may by notice to Concentric terminate this Agreement and the obligations of the Parties hereunder, except as otherwise herein provided, without detracting from the rights of UEC arising from any breach by Concentric of a covenant or representation made by it herein, which condition would have been satisfied, but for such a breach.

(b)       If any condition contained in Section 6.1 and Section 6.4 is not satisfied at or before the Termination Date to the satisfaction of Concentric, then Concentric may by notice to UEC terminate this Agreement and the obligations of the Parties hereunder, except as otherwise herein provided, without detracting from the rights of Concentric arising from any breach by UEC of a covenant or representation made by it herein, which condition would have been satisfied, but for such a breach.

(c)       The Board of Directors of Concentric may by notice to UEC terminate this Agreement if the Board of Directors of Concentric has (i) withdrawn, or modified or changed in a manner adverse to UEC its approval or recommendation of this Agreement or the Merger in order to approve and permit Concentric to execute a definitive agreement relating to a Superior Proposal, and (ii) determined in good faith, after consultation with outside legal counsel to Concentric, that the failure to take such action as set forth in the preceding clause (i) would result in a breach of the Board of Directors' fiduciary duties under applicable Nevada law, notwithstanding all terms and conditions which may be offered by UEC in negotiations entered into pursuant to the following proviso to this clause (ii); provided, however, that the Board of Directors shall not take any such action in connection with a Superior Proposal until Concentric shall have given UEC such reasonable notice of all material terms and conditions of the Superior Proposal as may be possible taking into account the terms of the Superior Proposal, and Concentric shall have, and shall have caused its respective financial and legal advisors to, negotiate in good faith with UEC to make such adjustments in the terms and conditions of this Agreement as would enable Concentric to proceed with the transactions contemplated herein on such adjusted terms.

(d)       This Agreement may:

(e)       If the Effective Date does not occur on or prior to the Termination Date, then this Agreement shall automatically terminate unless extended by mutual agreement.

(f)       If this Agreement is terminated in accordance with any of the foregoing provisions of this Section 7.3(f), no Party shall have any further liability to perform its obligations hereunder except as otherwise contemplated hereby, and provided that neither the termination of this Agreement nor anything contained in this Section 7.3(f) shall relieve either Party from any liability for any breach by it of this Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein.

(a)       Concentric shall deliver or cause to be delivered for the release, subject to Section 8.3, to UEC:

(b)       UEC shall deliver or cause to be delivered for the release, subject to Section 8.3, to Concentric:

(a)       No director or officer of UEC shall have any personal liability whatsoever to Concentric under this Agreement, or any other document delivered in connection with this Agreement on behalf of UEC; and

(b)       No director or officer of Concentric shall have any personal liability whatsoever to UEC under this Agreement, or any other document delivered in connection with this Agreement on behalf of Concentric.

(a)       Each Party shall otherwise be responsible for its costs in connection with the Merger; provided, however, that in the event of a successful Merger, then UEC shall be responsible for all costs of the Merger. Provided, however, that UEC may allocate expenses between UEC and Concentric after the Merger, as it determines appropriate in its sole discretion. In the event either Party terminates the Merger before it is concluded, each Party will be responsible for its own costs.

(b)       Concentric represents and warrants to UEC that no broker, finder or investment banker, is or will be entitled to any brokerage, finder's or other fee or commission from Concentric in connection with the transactions contemplated hereby or by the Merger.

(c)       UEC represents and warrants to Concentric that no broker, finder or investment banker is or will be entitled to any brokerage, finder's or other fee or commission from UEC in connection with the transactions contemplated hereby or by the Merger.

Bank of America
140 E. Louetta Rd., Spring, Texas, U.S.A., 77373
Phone: (281) 288-2664
Acct. Number: XXXXX