0001493152-10-000124 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 13th, 2010 • Usd Energy Corp. • Crude petroleum & natural gas • Nevada

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 7th day of December, 2010 by and among USD ENERGY CORP., a Nevada corporation (“USD”) and the undersigned persons listed on Exhibit A attached hereto and made a part hereof (collectively referred to herein as the “USD Principals”). USD and each USD Principals shall be individually referred to herein as a “Party” and collectively as the “Parties”.

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EXCHANGE AGREEMENT
Exchange Agreement • December 13th, 2010 • Usd Energy Corp. • Crude petroleum & natural gas • Nevada

THIS EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 7th day of December 2010 by and among USD ENERGY CORP., a Nevada corporation, with its principal place of business at 9880 N. Magnolia Ave., #176 Santee, CA, USA 92071 (“USD”); SANTA TERESA MINERALS, S.A., a Chilean close corporation with its principal place of business at Bascunan Guerrero 530 Santiago, Chile (“STM”); and the shareholders of STM listed on Exhibit A attached hereto and made a part hereof (individually and collectively referred to herein as the “STM Shareholders”). USD, STM and each of the STM Shareholders shall be individually referred to herein as a “Party” and collectively as the “Parties”.

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