0001144204-11-034789 Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT FOR AND AMENDMENT TO ASSET FUNDING/OPERATION AND SHAREHOLDERS AGREEMENT
Assignment and Assumption Agreement • June 9th, 2011 • Uscorp • Gold and silver ores

This Assignment and Assumption Agreement made and entered into this 19th day of May, 2011 by and among USCorp, a Nevada corporation (“USCorp”), USMetals, a Nevada corporation (“USMetals”), Arizona Gold Corp., a British Columbia corporation (“AGC”), Arizona Gold Founders LLC, a California limited liability company (“AGF”), William and Denise DuBarry Hay (collectively “Hay”) and AGC Corp., an Arizona corporation (“AGCAZ”).

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ASSET FUNDING/OPERATION AND SHAREHOLDERS AGREEMENT
Asset Funding/Operation and Shareholders Agreement • June 9th, 2011 • Uscorp • Gold and silver ores • California

This Asset Funding/Operation and Shareholders Agreement (“Agreement”) is entered into this 22nd day of March, 2011 (“Effective Date”) by and among USCorp, a Nevada corporation (“USCorp”), US Metals, a Nevada corporation (“USMetals”), Arizona Gold Corp, a British Columbia corporation (“AGC”), Arizona Gold Founders, LLC, a California limited liability company (“AGF”), and William and Denise DuBarry Hay (collectively “Hay”). USCorp, USMetals, AGC, AGF, and Hay may hereinafter be referred to individually as “Party” and collectively as “Parties”.

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