Pacific Copper Corp. Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • August 3rd, 2007 • Pacific Copper Corp. • Metal mining • Delaware

This Consulting Agreement ("Agreement") is effective as of June 1, 2007 between Greatrek Trust SA Kreuzweg 2, Postfach 734, FL 9490 Vaduz, Liechtenstein (“Greatrek” or “Consultant”), and Pacific Copper Corp. Suite 10A 1226 White Oaks Blvd., Oakville Ontario Canada L6H 2B9 (“Pacific Copper,” “Client” or the “Company”), in connection with the rendering by Greatrek to Pacific Copper of consulting services, as described herein below, for and in consideration of the compensation described.

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CONSULTING AGREEMENT
Consulting Agreement • August 3rd, 2007 • Pacific Copper Corp. • Metal mining • Colorado

This Consulting Agreement ("Agreement") is effective as of June 1, 2007 between Sweetwater Capital Corporation, 789 West Pender Street, Suite 1000, Vancouver British Columbia Canada V6C 1H2 (“Sweetwater” or “Consultant”), and Pacific Copper Corp., a Delaware corporation located at Suite 10A, 1226 White Oaks Blvd., Oakville Ontario, Canada L6H 2B9 (“PACIFIC COPPER,” “Client” or the “Company”), in connection with the rendering by Sweetwater to PACIFIC COPPER of consulting services, as described herein below, for and in consideration of the compensation described.

San Enrique MINERAL PROPERTY ACQUISITION AGREEMENT Among: GARESTE LIMITADA And: PACIFIC COPPER CHILE LIMITADA Pacific Copper Chile Limitada -- San Enrique Mineral Property Acquisition Agreement -- -- Pacific Copper Chile Limitada --
Mineral Property Acquisition Agreement • March 1st, 2010 • Pacific Copper Corp. • Metal mining • Arizona

THIS MINERAL PROPERTY ACQUISITION AGREEMENT is made and dated for reference effective as of the 11th day of June, 2009 (the “Effective Date”).

CLOSING AND ESCROW AGREEMENT
Closing and Escrow Agreement • January 17th, 2008 • Pacific Copper Corp. • Metal mining • Texas

This Closing and Escrow Agreement (this “Agreement”) is made as of the eight day of January, 2008 by and among Pacific Copper Corp., a Delaware corporation having an office at 3430 E. Sunrise Dr. Suite 160 Tucson Arizona USA 85718 (“Pacific Copper”), Sociedad Pacific Copper Chile Limitada having an office at Van Buren Street N° 208, Copiapó, (“Pacific Chile”), Grant Atkins, having an address at 789 West Pender St., Suite 1000, Vancouver, BC, V6C 1H2 solely as escrow agent (the “Escrow Agent”) and the undersigned parties (referred to herein as the “Beneficiaries”).

Operator Agreement Made this 12th day of February, 2008
Operator Agreement • February 14th, 2008 • Pacific Copper Corp. • Metal mining • Arizona

Between Sociedad Pacific Copper Chile Limitada, a limited liability partnership, incorporated in the Country of Chile, South America having its international administrative office at 3430 E. Sunrise Drive, Suite 160, Tucson, Arizona USA 85718

LARRY SOSTAD
Pacific Copper Corp. • January 31st, 2007

I, Larry Sostad, agree to manage the Preliminary Exploration Program on the Mazama Project in Okanogan County, Washington, U.S.A.

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 3rd, 2007 • Pacific Copper Corp. • Metal mining • Delaware

This Agreement is made as of the ___ day of ___________, 2007 and between the undersigned subscriber (the “Subscriber”) and Pacific Copper Corp. a Delaware corporation (the “Corporation”).

Amendment No. 1 to Share Exchange Agreement
Share Exchange Agreement • August 3rd, 2007 • Pacific Copper Corp. • Metal mining

This Amendment No. 1 to Share Exchange Agreement (this “Amendment No. 1”) is dated as of the 19th day of June, 2007 by and among Pacific Copper Corp., a Delaware corporation (the “Company”); David Hackman (“Hackman”) for a Peruvian corporation to be formed by Hackman (“Peru Co.”); and the persons executing this Amendment in their capacity as shareholders of Peru Co. (the “Shareholders”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 31st, 2007 • Pacific Copper Corp. • Delaware

WHEREAS the Purchaser wishes to purchase certain mineral claims (the “Claims”) in the County of Okanogan, State of Washington, from the Vendors;

Exhibit No.
Pacific Copper Corp. • August 1st, 2008 • Metal mining
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • January 17th, 2008 • Pacific Copper Corp. • Metal mining • Delaware

This amended and Restated Share Exchange Agreement (this "Agreement") is made and entered into on November 13, 2007, by and among Pacific Copper Corp., a Delaware corporation, as buyer (the "Company"); Sociedad Pacific Copper Chile Limitada., a Chilean limited liability partnership as the acquired entity ("Pacific LTDA"); and the persons executing this Agreement in their capacity as partners/members/interest holders of Pacific LTDA (collectively, the "Interest Holders").

Among: GARESTE LIMITADA And: PACIFIC COPPER CHILE LIMITADA Pacific Copper Chile Limitada
Mineral Property Acquisition Agreement • March 17th, 2009 • Pacific Copper Corp. • Metal mining • Arizona

THIS MINERAL PROPERTY ACQUISITION AGREEMENT is made and dated for reference effective as of the 27th day of February, 2009 (the “Effective Date”).

THIS AGREEMENT MADE THIS 4th DAY OF JUNE, 2007
Agreement • August 3rd, 2007 • Pacific Copper Corp. • Metal mining

WHEREAS Pacific has requested NICOLA to complete a minimum of 5,000 (Five thousand) feet, of diamond drilling during the 2007 field season, along with the other services as herein set forth, on Pacific’s properties at, about, or near the Mazama Claims that are located in Okanagan County, Washington State, U.S.A.

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • January 31st, 2007 • Pacific Copper Corp. • Ontario

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

Amendment No. 1 to Share Exchange Agreement
Share Exchange Agreement • August 3rd, 2007 • Pacific Copper Corp. • Metal mining

This Amendment No. 1 to Share Exchange Agreement (this “Amendment No. 1”) is dated as of the 19th day of June, 2007 by and among Pacific Copper Corp., a Delaware corporation (the “Company”); Harold Gardner (“Gardner”) for a Chilean corporation to be formed by Gardner (“Chile Co.”); and the persons executing this Amendment in their capacity as shareholders of Chile Co. (the “Shareholders”).

AGREEMENT
Agreement • January 31st, 2007 • Pacific Copper Corp.

WHEREAS the Company is the owner of or is otherwise ell entitled to enter upon and explore mining property near the town of Mazama, Washington.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 25th, 2007 • Pacific Copper Corp. • Metal mining • Delaware

This Share Exchange Agreement (this "Agreement") is made and entered into on April 11, 2007, by and among Pacific Copper Corp., a Delaware corporation, as buyer (the "Company"); and David Hackman (“Hackman”) for a Peruvian corporation to be formed by Hackman ("Peru Co."); and the persons executing this Agreement in their capacity as shareholders of Peru Co. (the "Shareholders").

MINE LEASING AGREEMENT TO SOCIEDAD LEGAL MINERA
Pacific Copper Corp. • January 25th, 2008 • Metal mining

IN COPIAPÓ, Republic of Chile, on November thirteenth, two thousand and seven, before me, EDUARDO CABRERA CORTÉS, Regular Notary Public of this Province, lawyer, domiciled in Copiapó, on Colipí street number three hundred and fifty-one, there appeareth: Mr. EDUARDO ESTEFFAN MARCO, Chilean, married, Civil Engineer, National Identity Card number five million nine hundred and six thousand and seventy-nine dash one, domiciled on Van Buren street number two hundred and eight, in Copiapó, in representation, as shall be evidenced, of the company PACIFIC COPPER CHILE LTDA., corporate person with Tax Registration Number seventy-six million eight hundred and forty-eight thousand two hundred and sixty dash eight, having the same domicile set forth above; and Ms. REBECA DEL CARMEN ROJAS SILVA, Chilean, single, teacher, National Identity Card number five million one hundred and eighty-six thousand eight hundred and seventy-two dash two, domiciled on Los Carrera street, number two thousand nine hund

FIRST AMENDMENT TO AND RESTATEMENT OF MINERAL PROPERTY ACQUISITION AGREEMENT
Acquisition Agreement • March 1st, 2010 • Pacific Copper Corp. • Metal mining

This First Amendment to and Restatement of Mineral Property Acquisition Agreement (the “Amendment”) is dated and is effective February 22, 2010 (the “Effective Date”), and is by and between Pacific Copper Chile Limitada, a Chilean limited liability company, with an international address of 3040 N. Campbell Ave. Suite 110, Tucson, Arizona USA 85719 (“Pacific Chile”), Pacific Copper Corp., a Delaware corporation, with legal address of 3040 N. Campbell Ave. Suite 110, Tucson, Arizona USA 85719 (“Pacific Copper”), and Sociedad Gareste Limitada, a Chilean limited liability company, whose legal address is 208 Van Buren, Copiapo, Chile (“Gareste”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 25th, 2007 • Pacific Copper Corp. • Metal mining • Delaware

This Share Exchange Agreement (this "Agreement") is made and entered into on April 11, 2007, by and among Pacific Copper Corp., a Delaware corporation, as buyer (the "Company"); Harold Gardner (“Gardner”) for a Chilean corporation to be formed, as the acquired company ("Chile Co."); and the persons executing this Agreement in their capacity as shareholders of Chile Co. (the "Shareholders").

Operator Agreement Made this 12th day of February, 2008
Operator Agreement • February 14th, 2008 • Pacific Copper Corp. • Metal mining • Arizona

Between Sociedad Pacific Copper Peru SRL Limitada, a limited liability partnership, incorporated in the Country of Peru, South America having its international administrative office at 3430 E. Sunrise Drive, Suite 160, Tucson, Arizona USA 85718

CLOSING AND ESCROW AGREEMENT
Closing and Escrow Agreement • January 10th, 2008 • Pacific Copper Corp. • Metal mining • Texas

This Closing and Escrow Agreement (this “Agreement”) is made as of the 7th day of January, 2008 by and among Pacific Copper Corp., a Delaware corporation having an office at 3430 E. Sunrise Dr. Suite 160 Tucson Arizona USA 85718 (“Pacific Copper”), Sociedad Pacific Copper Chile Limitada having an office at Van Buren Street N° 208, Copiapó, (“Pacific Chile”), Grant Atkins, having an address at 789 West Pender St., Suite 1000, Vancouver, BC, V6C 1H2 solely as escrow agent (the “Escrow Agent”) and the undersigned parties (referred to herein as the “Beneficiaries”).

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CLOSING AND ESCROW AGREEMENT
Closing and Escrow Agreement • December 18th, 2007 • Pacific Copper Corp. • Metal mining • Texas

This Closing and Escrow Agreement (this “Agreement”) is made as of the 14th day of December, 2007 by and among Pacific Copper Corp., a Delaware corporation having an office at 3430 E. Sunrise Dr. Suite 160 Tucson Arizona USA 85718 (“Pacific Copper”), Pacific Copper Perú S.R.L. having an office at Urbanizacion Leon X111, G-2 Cayma, Arequipa, Peru (“Pacific Peru”), Grant Atkins, having an address at 789 West Pender St., Suite 1000, Vancouver, BC, V6C 1H2 solely as escrow agent (the “Escrow Agent”) and the undersigned parties (referred to herein as the “Beneficiaries”).

GUARANTY AGREEMENT
Guaranty Agreement • January 25th, 2008 • Pacific Copper Corp. • Metal mining

This Guaranty is a guaranty of payment and not of collection, is absolute and unconditional and shall be unaffected by any other guaranty or security which Limitada may obtain or by any amendment to or extension or renewal of the La Guanaca Lease or the assignment by Limitada of its interest in the La Guanaca Lease and shall be effective whether or not Limitada under the La Guanaca Lease shall have pursued any of its remedies, whether at law, in equity or pursuant to the La Guanaca Lease.

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • August 24th, 2007 • Pacific Copper Corp. • Metal mining • Arizona

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

LOCK UP AGREEMENT
Lock Up Agreement • January 31st, 2007 • Pacific Copper Corp.

WHEREAS, Pacific Copper proposed to file a registration including common shares held by the parties listed on Schedule A;

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