0001144204-08-002746 Sample Contracts

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”).

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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").

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