Quest Minerals & Mining Corp Sample Contracts

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AGREEMENT ---------
Agreement • February 21st, 2006 • Quest Minerals & Mining Corp • Non-operating establishments
RECITALS
Stock Purchase Agreement • January 23rd, 2004 • Tillman International Inc • Non-operating establishments • Utah
AGREEMENT ---------
Agreement • July 17th, 2006 • Quest Minerals & Mining Corp • Non-operating establishments
ROYALTY AGREEMENT -----------------
Royalty Agreement • July 19th, 2007 • Quest Minerals & Mining Corp • Non-operating establishments
AGREEMENT ---------
Convertible Note Purchase Agreement • March 17th, 2008 • Quest Minerals & Mining Corp • Non-operating establishments • New Jersey
R E C I T A L -------------
Indemnity Agreement • January 30th, 2007 • Quest Minerals & Mining Corp • Non-operating establishments • Utah
LOAN AND SECURITY AGREEMENT by and among Gwenco, Inc., as the Borrower, Interstellar Holdings, LLC, as the Lender, and Quest Minerals & Mining Corp. and Quest Minerals & Mining, Ltd., as Guarantors Dated as of March 8, 2010
Loan and Security Agreement • April 15th, 2010 • Quest Minerals & Mining Corp • Bituminous coal & lignite mining • Kentucky

THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented, and/or renewed from time to time, this “Agreement”) is entered into as of March 8, 2010 among Interstellar Holdings, LLC, a Nevada limited liability company (together with its successors and assigns, the “Lender”), Gwenco, Inc., a Kentucky corporation (the “Borrower”), Quest Minerals & Mining Corp., a Utah corporation (“Parent”) and Quest Minerals & Mining, Ltd., a Nevada corporation (“Quest-NV”, and together with Parent, the “Guarantors” and each a “Guarantor”).

BIERWOLF, NILSON & ASSOCIATES CERTIFIED PUBLIC ACCOUNTANTS A Partnership of 1453 SOUTH MAJOR STREET Nephi J. Bierwolf, CPA Professional Corporations SALT LAKE CITY, UTAH 84115 Troy Nilson, CPA March 29, 2004 Securities and Exchange Commission...
Tillman International Inc • April 1st, 2004 • Non-operating establishments

BIERWOLF, NILSON & ASSOCIATES CERTIFIED PUBLIC ACCOUNTANTS A Partnership of 1453 SOUTH MAJOR STREET Nephi J. Bierwolf, CPA Professional Corporations SALT LAKE CITY, UTAH 84115 Troy Nilson, CPA

EXHIBIT 10.5 AMENDED AND RESTATED NOTE -------------------------
Quest Minerals & Mining Corp • February 21st, 2006 • Non-operating establishments
FIRST AMENDMENT TO QUEST MINERALS & MINING CORP. CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • April 15th, 2010 • Quest Minerals & Mining Corp • Bituminous coal & lignite mining

THIS FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (“First Amendment”) is made and entered into as of February 5, 2010, by and among Quest Minerals & Mining Corp., a Utah corporation (“Maker”) and Lachhman Mendiratta (“Payee”).

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EXCHANGE AGREEMENT
Exchange Agreement • August 14th, 2009 • Quest Minerals & Mining Corp • Non-operating establishments • Connecticut
EXCHANGE AGREEMENT
Exchange Agreement • April 15th, 2010 • Quest Minerals & Mining Corp • Bituminous coal & lignite mining • New Jersey

This Exchange Agreement (“Agreement”) is made as of December 14, 2009 by and among Quest Minerals & Mining Corp., a Utah corporation (the “Company”), and Francis J. Conway, an individual (the “Investor”).

Consent of Bierwolf, Nilson & Associates Independent Auditors
Tillman International Inc • February 6th, 2004 • Non-operating establishments

BIERWOLF, NILSON & ASSOCIATES CERTIFIED PUBLIC ACCOUNTANTS A Partnership of 1453 SOUTH MAJOR STREET Nephi J. Bierwolf, CPA Professional Corporations SALT LAKE CITY, UTAH 84115 Troy Nilson, CPA --------------------------------------------------------------------------------

FIRST AMENDMENT TO QUEST MINERALS & MINING CORP. CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 23rd, 2009 • Quest Minerals & Mining Corp • Non-operating establishments

THIS FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (“First Amendment”) is made and entered into as of August 28, 2009, by and among Quest Minerals & Mining Corp., a Utah corporation (“Borrower”) and Professional Offshore Opportunity Fund Ltd. (“Holder”).

BONUS AGREEMENT
Bonus Agreement • November 23rd, 2009 • Quest Minerals & Mining Corp • Non-operating establishments • New Jersey

THIS AGREEMENT (this “Agreement”) is entered into as of July 13, 2009 by and between QUEST MINERALS & MINING CORP., a Utah corporation (the “Company”) and CLEAR MOUNTAIN ASSOCIATES, LLC (the “Consultant”).

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION...
Quest Minerals & Mining Corp • April 15th, 2010 • Bituminous coal & lignite mining • Kentucky

THIS NOTE IS ISSUED IN CONNECTION WITH A LOAN AND SECURITY AGREEMENT AMONG THE PAYEE, THE MAKER AND OTHERS OF EVEN DATE HEREWITH, PURSUANT TO WHICH THE PAYEE HAS AGREED TO BE A LENDER TO THE MAKER, ALL AS SET FORTH IN THE LOAN AND SECURITY AGREEMENT.

EXCHANGE AGREEMENT
Exchange Agreement • April 15th, 2010 • Quest Minerals & Mining Corp • Bituminous coal & lignite mining • New Jersey

This Exchange Agreement (“Agreement”) is made as of October 14, 2009 by and between Quest Minerals & Mining Corp., a Utah corporation (the “Company”) and Lachhman Mendiratta (the “Investor”).

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • November 23rd, 2009 • Quest Minerals & Mining Corp • Non-operating establishments • New York

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into as of July 11, 2009, by and among Interstellar Holdings, LLC (“Interstellar”) Quest Minerals & Mining Corp., a Utah corporation (the “Company”), and Gwenco, Inc., a Kentucky corporation (“Gwenco”). Interstellar, the Company, and Gwenco are collectively referred to as the “Parties”.

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