REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made as of December 20, 2010, by and among Iron Mining Group, Inc., a Florida corporation (the "Company") and the investors listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”). In addition to being referred to herein as an Investor, MST Financial, LLC, a Delaware limited liability company is also referred to herein as “MST”.
PLEDGE AND SECURITY AGREEMENT dated as of December 20, 2010 between MST FINANCIAL, LLC, as Collateral Agent and IRON MINING GROUP, INC. as BorrowerPledge and Security Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
This PLEDGE AND SECURITY AGREEMENT (this "Agreement") is dated as of December 20, 2010 and is entered into by and among Iron Mining Group, Inc., a Florida corporation (the "Borrower"), and any Subsidiary of the Borrower that shall hereafter become a party to this Agreement as an Additional Grantor pursuant to Section 8.20 (collectively, together with the Borrower, the "Grantors", and each a "Grantor"), and MST Financial, LLC, in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the Secured Parties.
IRON ORE ROYALTY AGREEMENTIron Ore Royalty Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
THIS IRON ORE ROYALTY AGREEMENT (the "Royalty Agreement") is made and entered into effect on the 20th day, of December 2010 (the "Effective Date"), by and between Iron Mining Group, Inc., a Florida corporation ("IMG"), MST Financial, LLC, a Delaware limited liability company, as agent for the Holders (the "Agent") and the parties listed on Exhibit A (the “Holders”). IMG, the Holders and the Agent are each also referred to herein as a "Party" and collectively, the "Parties".
JUNIOR CONVERTIBLE PROMISSORY NOTEJunior Convertible Promissory Note • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
For value received, Iron Mining Group, Inc., a Florida corporation (“Borrower”), hereby promises to pay to the order of _________________ (herein referred to as “Holder”), _____________________, or at such other place as the Holder may from time to time designate, the principal sum of ___________________ US Dollars and No Cents (US$_____________________) (the “Loan”), with interest thereon at the time and in the manner set forth herein. Principal and interest are payable in lawful money of the United States.
SENIOR CONVERTIBLE PROMISSORY NOTESenior Convertible Promissory Note • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
For value received, Iron Mining Group, Inc., a Florida corporation (“Borrower”), hereby promises to pay to the order of _________________ (herein referred to as “Holder”), _____________________, or at such other place as the Holder may from time to time designate, the principal sum of ___________________ US Dollars and No Cents (US$_____________________) (the “Loan”), with interest thereon at the time and in the manner set forth herein. Principal and interest are payable in lawful money of the United States.
LOAN AGREEMENT by and among Iron Mining Group, Inc. a Florida corporation, as Borrower, the Lenders party hereto and MST Financial, LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent Dated as of December 20, 2010Loan Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • Florida
THIS LOAN AGREEMENT dated as of this 20th day of December, 2010, is made by and between Iron Mining Group, Inc. a Florida corporation, with CIK#: 0001416712, f/k/a Catalyst Ventures Inc., f/k/a Worldvest Inc. (the “Borrower”), with its principal place of business at 295 Madison Ave., 12th floor, New York, NY 10017, the Lenders from time to time party hereto, as Lenders, and MST Financial, LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent.
WARRANT TO PURCHASE COMMON STOCK OF IRON MINING GROUP, INC.Warrant Agreement • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York
This Warrant is issued pursuant to the Loan Agreement dated December 20, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Company, as borrower, the Lender and the other parties thereto, as lenders, pursuant to which the Lender shall advance certain amounts to the Company for general working capital purposes, and is subject to the provisions set forth therein.
