0001144204-10-020554 Sample Contracts

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”).

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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”).

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”).

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”).

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