0001213900-13-001308 Sample Contracts

SHARE EXCHANGE AGREEMENT

Share Exchange Agreement • March 25th, 2013 • Resource Exchange of America Corp. • Secondary smelting & refining of nonferrous metals • New York

• Contract Type
  Share Exchange Agreement
• Filed
  March 25th, 2013
• Company
  Resource Exchange of America Corp.
• Industry
  Secondary smelting & refining of nonferrous metals
• Jurisdiction
  New York

This SHARE EXCHANGE AGREEMENT, dated as of March 21, 2013 (the “Agreement”) by and among RESOURCE EXCHANGE OF AMERICA CORP., a Florida corporation (“RXAC”), ALLERAYDE SAB LIMITED, a private limited liability company incorporated under the laws of United Kingdom (“Allerayde”), and Michael Rhodes, Allerayde’s sole shareholder (“Allerayde Holder”).

Contract

Convertible Promissory Note • March 25th, 2013 • Resource Exchange of America Corp. • Secondary smelting & refining of nonferrous metals • New York

• Contract Type
  Convertible Promissory Note
• Filed
  March 25th, 2013
• Company
  Resource Exchange of America Corp.
• Industry
  Secondary smelting & refining of nonferrous metals
• Jurisdiction
  New York

THIS SECURED NOTE, INCLUDING THE COMMON STOCK INTO WHICH THIS SECURED NOTE MAY BE CONVERTED, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR UPON ISSUANCE OF AN OPINION OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT SUCH SALES ARE PERMISSIBLE UNDER RULE 144 OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.