0001213900-13-000104 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 9th, 2013 • Southern Usa Resources Inc. • Metal mining • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of December 21, 2012, by and between Southern USA Resources Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).

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SIXTH CONSENT AND WAIVER AGREEMENT
Sixth Consent and Waiver Agreement • January 9th, 2013 • Southern Usa Resources Inc. • Metal mining • New York

This Sixth Consent and Waiver Agreement (this “Agreement”) is made and entered into as of December 21, 2012, by and among Southern USA Resources Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each, the “Investor” and collectively, the “Investors”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).

SEVENTH CONSENT AND WAIVER AGREEMENT
Seventh Consent and Waiver Agreement • January 9th, 2013 • Southern Usa Resources Inc. • Metal mining • New York

This Seventh Consent and Waiver Agreement (this “Agreement”) is made and entered into as of January 7, 2013, by and among Southern USA Resources Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each, the “Investor” and collectively, the “Investors”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).

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