0001020229-13-000010 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • May 17th, 2013 • U S Precious Metals Inc • Metal mining • Florida

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered this the 11th day of May 2013, by and among by and among U.S. PRECIOUS METALS, INC., a Delaware corporation ("USPR"), 179 Route 9 North, Suite 306, Marlboro, New Jersey 07728 and RESOURCE TECHNOLOGY CORPORATION, a Florida corporation ("Seller"), 175 SW 7th Street, Suite 2210, Miami, Florida 33130 (“RTC”) and the SHAREHOLDERS of RTC (the “RTC Shareholders”):

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ESCROW AGREEMENT
Escrow Agreement • May 17th, 2013 • U S Precious Metals Inc • Metal mining • New Jersey

This Escrow Agreement (“Agreement”) is effective as of the Effective Date (as defined herein), by and among, U.S. PRECIOUS METALS, INC., a Delaware corporation ("USPR"), 179 Route 9 North, Suite 306, Marlboro, New Jersey 07728 and RESOURCE TECHNOLOGY CORPORATION, a Florida corporation ("Seller"), 175 SW 7th Street, Suite 2210, Miami, Florida 33130 (“RTC”) and the SHAREHOLDERS of RTC (the “RTC Shareholders”) and Daniel H. Luciano, Attorney at Law, whose address is 242A W. Valley Brook Road, Califon, New Jersey 07830 (the “Escrow Agent”).

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