0001354488-13-006445 Sample Contracts

EXHIBIT B TO REPURCHASE OPTION AGREEMENT
Option Agreement • November 15th, 2013 • U.S. Rare Earths, Inc • Services-advertising • New York

This Repurchase Option Agreement (the "Agreement") is made as of the 13th day of August, 2013 by and between U.S. Rare Earths, Inc. (the "Company") a Nevada corporation and Daniel McGroarty (the "Seller").

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OPTION PURCHASE AGREEMENT
Option Purchase Agreement • November 15th, 2013 • U.S. Rare Earths, Inc • Services-advertising • New York
AMENDMENT N0.1 TO REPURCHASE OPTION AGREEMENT
Repurchase Option Agreement • November 15th, 2013 • U.S. Rare Earths, Inc • Services-advertising • New York

This AMENDMENT NO. 1 (the "Amendment") to the REPURCHASE OPTION AGREEMENT (the "Agreement") originally dated as of ________, between U.S. Rare Earths, Inc., a Nevada corporation (the "Company"), and ____________ (the "Seller") is dated as of September 30, 2013.

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH TIIE SECURITIES AND EXCHANGE COMMISSION OR TI:IE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...
Option Agreement • November 15th, 2013 • U.S. Rare Earths, Inc • Services-advertising • New York

This Option Agreement (the "Option Agreement"), dated as of the 8th day of March 2013 (the "Grant Date"), is made between U.S. Rare Earths, Inc., a Nevada corporation (the "Company"), and Lattimore Properties, Inc. (the "Optionee'”).

FORM OF AMENDMENT NO.1 TO ESCROW AGREEMENT
Escrow Agreement • November 15th, 2013 • U.S. Rare Earths, Inc • Services-advertising • New York

This AMENDMENT NO. 1 (the “Amendment”) to the ESCROW AGREEMENT (the "Agreement") originally dated as of ________, between U.S. Rare Earths, Inc., a Nevada corporation (the “Company”), _____________ (the “Seller”) and Manhattan Transfer Register Company, as Escrow Agent hereunder (“Escrow Agent”) is dated as of September 30, 2013.

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