0001287121-12-000122 Sample Contracts

INVESTOR RIGHTS AGREEMENT HEBEI IRON & STEEL GROUP CO., LTD. and ALDERON IRON ORE CORP.
Investor Rights Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario

WHEREAS the Company and Hebei have entered into a subscription agreement dated April 13, 2012 (as amended, the "Subscription Agreement"), pursuant to which the Company agreed to issue to Hebei such number of common shares in the capital of the Company representing 19.9% of the issued and outstanding common shares, after giving effect to such issuance (the "Subscription Shares");

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IRON ORE OFF TAKE AGREEMENT Between THE KAMI MINE LIMITED PARTNERSHIP and HEBEI IRON & STEEL GROUP CO., LTD. Dated August 31, 2012
Iron Ore Off Take Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario

WHEREAS the Seller agrees to sell Material to the Buyer and the Buyer agrees to buy Material from the Seller, each on the terms and conditions set out in this Agreement.

KAMI GENERAL PARTNER LIMITED - and - ALDERON IRON ORE CORP. - and - HBIS INTERNATIONAL HOLDING (CANADA) CO., LTD. SHAREHOLDERS AGREEMENT August 31, 2012
Shareholder Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario

NOW THEREFORE, in consideration of the terms and conditions set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereby agree as follows:

THE KAMI MINE LIMITED PARTNERSHIP - and - ALDERON IRON ORE CORP. MANAGEMENT AGREEMENT August 31, 2012
Management Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario

NOW THEREFORE in consideration of the terms and conditions herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), the parties agree as follows:

KAMI GENERAL PARTNER LIMITED - and - ALDERON IRON ORE CORP. - and - HBIS INTERNATIONAL HOLDING (CANADA) CO., LTD. - and - HEBEI IRON & STEEL GROUP CO., LTD. LIMITED PARTNERSHIP AGREEMENT August 31, 2012
Limited Partnership Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario

NOW THEREFORE, in consideration of the terms and conditions herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), the parties agree as follows:

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