__________

Between:

And:

Uranium Energy Corp.
500 North Shoreline, Ste. 800N, Corpus Christi, Texas, U.S.A., 78471

         THIS AMENDING AGREEMENT TO ACQUISITION AGREEMENT is made and dated for reference effective as at June 24, 2011 (the "Effective Date").

BETWEEN:

AND:

A.     In accordance with the terms and conditions of a certain underlying "Acquisition Agreement", dated for reference effective as at April 11, 2011, 2005, as entered into between the Parties (the "Underlying Agreement"); a copy of which Underlying Agreement being attached hereto as Schedule "A" and forming a material part hereof; the Vendor thereby agreed to sell, and the Purchaser agreed to acquire, subject to the prior satisfaction of certain conditions precedent to the satisfaction of the Purchaser and including, without limitation, the Purchaser's concurrent acquisition of 100% of the issued and outstanding shares, options and warrants of Concentric Energy Corp. ("Concentric"; and, collectively, the "Concentric Acquisition"), all of the Vendor's rights and interests (collectively, the "Rights") under the terms and conditions of a certain "Option and Joint Venture Agreement" dated April 13, 2010 (the "Option Agreement"), as entered between the Vendor and Concentric, pursuant to which the Vendors' Rights entitle it, in part, to acquire up to a 100% undivided participating interest in and to certain mining claim mineral property interests which are more particularly described in "Exhibit A" to the Option Agreement; a copy of which Option Agreement being attached to the Underlying Agreement as Schedule "A" (collectively, the "Acquisition");

B.     In accordance with section "5.2", as confirmed by paragraph "13.4(d)", of the Underlying Agreement it is thereby acknowledged and agreed that:

C.     As a consequence, in part, of certain delays being experienced by the Purchaser in its proposed Concentric Acquisition, which must complete contemporaneously with the within Acquisition, and for other and good and valuable consideration; the sufficiency of which being hereby acknowledged by each of the Parties; the Parties have agreed to amend section "5.2" and paragraph "13.4(d)" of the Underlying Agreement in the manner as now set forth in this "Amending Agreement To Acquisition Agreement" (the "Agreement") and, correspondingly, the Parties have agreed to enter into Agreement which clarifies the respective duties and obligations of the Parties in those respects in relation to the completion of the Acquisition;

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual promises, covenants and agreements herein contained, THE PARTIES COVENANT AND AGREE WITH EACH OTHER as follows:

1.1     Capitalized Definitions. Capitalized terms not otherwise herein defined shall have the meaning ascribed to them in the Underlying Agreement.

1.2     Amendments to the Underlying Agreement. As a consequence, in part, of certain delays being experienced by the Purchaser in its proposed Concentric Acquisition, which must complete contemporaneously with the within Acquisition, and, furthermore, in order to clarify certain of the terms and conditions of the Underlying Agreement for the benefit of each of the Parties, the Parties hereby acknowledge and agree that the following provisions of the Underlying Agreement are hereby deleted in their entirety with the following provisions of this Agreement being substituted therefore:

1.3     Effect of the Underlying Agreement. Save as hereby amended in accordance with section "1.2" hereinabove, the Underlying Agreement remains in full force and effect as unamended. This Agreement shall form a part of the Underlying Agreement for all purposes, and each of the Parties shall be bound hereby. From and after the execution of this Agreement by the Parties, any reference to the Underlying Agreement shall be deemed a reference to the Underlying Agreement as amended hereby.

2.1     Entire agreement. This Agreement constitutes the entire agreement to date between the Parties and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the Parties hereto with respect to the subject matter of this Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise between the Parties with respect to the subject matter of this Agreement. Nothing in this Section "2.1" will limit or restrict the effectiveness and validity of any document with respect to the subject matter of this Agreement that is executed and delivered contemporaneously with or pursuant to this Agreement.

2.2     Enurement. This Agreement will enure to the benefit of and will be binding upon the Parties and their respective successors and assigns.

2.3     Schedule. The Schedule to this Agreement is hereby incorporated by reference into this Agreement in its entirety.

2.4     Time of the essence. Time will be of the essence of this Agreement.

2.5     Representation and costs. It is hereby acknowledged by each of the Parties that McMillan LLP, Lawyers - Patent & Trade Mark Agents, act solely for the Purchaser and, correspondingly, that the Vendor has been required by each of McMillan LLP and the Purchaser to obtain independent legal advice with respect to its review and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the Parties that McMillan LLP, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Purchaser and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Purchaser for certain of such persons to act in a similar capacity while acting for the Purchaser as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each Party to the role and capacity of McMillan LLP, and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each Party acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, McMillan LLP, together with

any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any Party is in any way affected or uncomfortable with any such capacity or representation. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by McMillan LLP, shall be at the cost of the Purchaser.

2.6     Applicable law. The situs of this Agreement is Vancouver, British Columbia, Canada, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws and Courts prevailing in the Province of British Columbia, Canada, together with the federal laws of Canada applicable therein.

2.7     Further assurances. The Parties hereby, jointly and severally, covenant and agree to forthwith, upon request, execute and deliver, or cause to be executed and delivered, such further and other deeds, documents, assurances and instructions as may be required by the Parties or their respective counsel in order to carry out the true nature and intent of this Agreement.

2.8     Severability and construction. Each Article, section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable, and if, for any reason, any portion of this Agreement is determined to be invalid, contrary to or in conflict with any applicable present or future law, rule or regulation in a final unappealable ruling issued by any court, agency or tribunal with valid jurisdiction in a proceeding to any of the Parties is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise intelligible (all of which shall remain binding on the Parties and continue to be given full force and agreement as of the date upon which the ruling becomes final).

2.9     Captions. The captions, section numbers, Article numbers and Schedule letter appearing in this Agreement are inserted for convenience of reference only and shall in no way define, limit, construe or describe the scope or intent of this Agreement nor in any way affect this Agreement.

2.10     Counterparts. This Agreement may be signed by the Parties in as many counterparts as may be necessary and, if required, by facsimile, each of which so signed being deemed to be an original, and such counterparts together shall constitute one and the same instrument and, notwithstanding the date of execution, will be deemed to bear the Effective Date as set forth on the front page of this Agreement.

IN WITNESS WHEREOF each of the Parties has executed this Agreement by its duly authorized signatory as of the Effective Date as set forth on the front page of this Agreement.

GLOBAL URANIUM CORP.,

Per:

/s/ George Heard                      
Authorized Signatory

URANIUM ENERGYCORP.,

Per:

/s/ Amir Adnani                        
Authorized Signatory

This is Schedule "A" to that certain Amending Agreement To Acquisition Agreement as entered into between the Vendor (Global Uranium Corp.) and the Purchaser (Uranium Energy Corp.).

Refer to the materials attached hereto.