0001354488-14-001896 Sample Contracts

Contract
Restricted Stock Award Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • Texas
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REPURCHASE OPTION AGREEMENT
Repurchase Option Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • New York

This Repurchase Option Agreement (the "Agreement") is made as of the 29th day of May, 2013 by and between U.S. Rare Earths, Inc. (the “Company”), a Nevada corporation and Michael D. Parnell Living Trust (the “Seller”).

REPURCHASE OPTION AGREEMENT
Repurchase Option Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • New York

This Repurchase Option Agreement (the "Agreement") is made as of the 31st day of May, 2013 by and between U.S. Rare Earths, Inc. (the “Company”), a Nevada corporation and Geoff Williams (the “Seller”).

AMENDED AND RESTATED AGREEMENT FOR SERVICE
Agreement for Service • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising

THIS AMENDED AND RESTATED AGREEMENT FOR SERVICE (the "Agreement") is entered into this 27th day of November 2013 between U.S. Rare Earths, Inc. (the "Customer") and P-Con Consulting, Inc. (the "Service Provider'') and supersedes and replaces in its entirety the Agreement for Service dated May 25, 2011 between the Customer and Service Provider.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • Nevada

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of March 14, 2013, between H. Deworth Williams (“D. Williams”), Edward F Cowle (“Cowle”), and Geoff Williams (“G. Williams”), collectively “Sellers”) and John Victor Lattimore, Jr. (“Lattimore”) or one of his affiliated companies – which may include Lattimore Materials, Inc. and/or Unique Materials, LLC (“Purchasers”).

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • Nevada

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into on the 15th day of March 2013 (the “Effective Date”), by and among U.S. Rare Earths, Inc., a Nevada corporation (“USRE” or “the Company”), on the one hand, and H. Deworth Williams (“D. Williams”), Edward F. Cowle (“Cowle”), Geoff Williams (“G. Williams”), and Blue Cap Development Corp., a Nevada corporation (“Blue Cap”) (collectively referred to herein as “Defendants”), on the other.

REPURCHASE OPTION AGREEMENT
Repurchase Option Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • New York

This Repurchase Option Agreement (the "Agreement") is made as of the 7th day of June, 2013 by and between U.S. Rare Earths, Inc. (the “Company”), a Nevada corporation and Matthew J. Hoff (the “Seller”).

VOTING SHAREHOLDER AGREEMENT
Voting Shareholder Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • Nevada

THIS VOTING SHAREHOLDER AGREEMENT (as such may be amended or amended and restated from time to time in writing signed by all of the parties) (this “Agreement”) is entered into as of March 14, 2013, by and between John Victor Lattimore, Jr. (“Lattimore”), Unique Materials, LLC (“Unique Materials”), Michael Parnell (“Parnell”), Matthew Hoff (“Hoff”), Kevin M. Cassidy (“Cassidy”), Daniel B. McGroarty (“McGroarty”) and Winston Marshall (“Marshall”) on the one hand (collectively referred to herein as “Lattimore Shareholders”), and H. Deworth Williams (“D. Williams”), Edward F. Cowle (“Cowle”, Geoff Williams (“G. Williams”), Children’s International Obesity Fund, Inc., a Utah corporation (“Obesity Fund”), and Blue Cap Development Corp, a Nevada corporation (“Blue Cap”) (collectively referred to herein as “Blue Cap shareholders”), on the other.

CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2014 • U.S. Rare Earths, Inc • Services-advertising • New York

THIS CONSULTING AGREEMENT is entered into as of July 1, 2013 by and among Logic International Consulting Group, LLC (the "Company''), with offices located at 711 5th Avenue, 16th Floor, New York, New York, 10022 and Lattimore Properties, Inc. (the "Consultant"),

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