Unassociated Document


    Date of
Grant: January 24, 2011

    


    IRONWOOD
GOLD CORP.

    


    RESTRICTED STOCK AWARD
AGREEMENT

    


    THIS  AGREEMENT  is  made  by
and  between  Ironwood Gold Corp. (“IROG” or the “Company”) and Anton
S. Borozdin (“Director”).

    


    1.  Award of Restricted
Stock.  In consideration for services rendered by the Director,
IROG hereby grants to Director, in the manner and subject to the conditions
hereinafter provided, one hundred thousand (100,000) shares of IROG’s Common
Stock (the “Restricted
Stock”). As used in this Agreement, the term “Restricted Stock” refers to
the stock granted under this Agreement and includes all securities received (a)
in replacement of the Restricted Stock, (b) as a result of stock dividends or
stock splits in respect of the Restricted Stock, and (c) in replacement of the
Restricted Stock in a recapitalization, merger, reorganization or the
like.

    


    This
Restricted Stock is specifically conditioned on compliance with the terms and
conditions set forth herein.

    


    2.  Vesting
of Restricted Stock; Deliveries of Certificates.

    


    2.1 Vesting.  The
right to unrestricted ownership in the Restricted Stock under this Agreement
shall vest with respect to all one hundred thousand (100,000) shares of
Restricted Stock immediately on the Date of Grant set forth above.

    


    2.2  Deliveries by
IROG.  A certificate evidencing the Restricted Stock shall be
issued by IROG in Director’s name, pursuant to which Director shall have voting
rights and shall be entitled to receive all dividends. Notwithstanding any other
provisions of this Agreement, the issuance or delivery of any shares under this
Agreement may be postponed for such period as may be required to comply with
applicable requirements of any national securities exchange or any requirements
under any federal or state securities law or regulation. IROG shall not be
obligated to (a) issue or deliver any Restricted Stock if the issuance or
delivery thereof shall constitute a violation of any provision of any law or
regulation of any governmental authority or any national securities exchange,
(b) qualify the issuance of the Restricted Stock in any jurisdiction, or (c)
register the shares of Restricted Stock with the SEC.

    


    3.  Adjustments.  Should
any change be made to the Common Stock of IROG by reason of any stock split,
reverse stock split, stock dividend, combination of shares, exchange of shares
or other change affecting the outstanding Common Stock as a class without IROG’s
receipt of consideration, IROG shall make appropriate adjustments to the number
and/or class of securities in effect under this Agreement in order to prevent
the dilution or enlargement of benefits thereunder; provided however, that the
number of shares subject to this Agreement shall always be a whole number and
IROG shall make such adjustments as are necessary to insure this Restricted
Stock Award is set as whole shares.

    


    4.  Suspension
and Cancellation of Stock

    


    4.1  Mandatory Suspension and
Cancellation of Stock.  In the event IROG reasonably believes
Director has committed an act of misconduct including, but limited to acts
specified below, IROG may suspend Director’s right in his Restricted Stock Award
granted hereunder pending final determination by the Board of Directors of the
Company (the “Board”). If Director
is determined by the Board to have:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (a)           committed
an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to IROG or a
subsidiary;

    


    (b)           deliberately
disregarded the rules or policies of IROG or a subsidiary which resulted in
loss, damage or injury to IROG or a subsidiary;

    


    (c)            made
any unauthorized disclosure of any trade secret or confidential information of
IROG or a subsidiary;

    


    (d)           induced
any partner, collaborator, client or customer of IROG or a subsidiary to break
any contract with IROG or a subsidiary or induced any principal for whom IROG or
a subsidiary acts as agent to terminate such agency relations;

    


    (e)           engaged
in any substantial conduct which constitutes unfair competition with IROG or a
subsidiary; or

    


    (f)         
  violated any requirement of the Foreign Corrupt Practices Act or any
analogous foreign regulations,

    


    neither
Director nor Director’s estate shall be entitled to shares of the Restricted
Stock hereunder. The determination of the Board shall be final and conclusive.
In making its determination, the Board shall give the Director an opportunity to
appear and be heard at a hearing before the full Board and present evidence on
Director’s behalf.

    


    5.  Reservation of
Shares.  IROG agrees that prior to the issuance of the
Restricted Stock represented by this Agreement, there shall be reserved for
issuance such number of IROG’s authorized and unissued shares as shall be
necessary to satisfy the terms and conditions of this Agreement.

    


    6.   Rights
of Directors.

    


    6.1  No Obligation To
Employ.  Nothing in this Agreement will confer or be deemed to
confer on Director any right to continue in the employ of, or to continue any
other relationship with, IROG or a subsidiary or to limit in any way the right
of IROG or a subsidiary to terminate Director’s employment or other relationship
at any time, with or without cause.

    


    6.2  Compliance With Code Section
162(m).  At all times when IROG determines that compliance with
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) is required or
desired, the Restricted Stock if granted to a Named Executive Officer shall
comply with the requirements of Code Section 162(m). In addition, in the event
that changes are made to Code Section 162(m) to permit greater flexibility with
respect to this Agreement IROG may, subject to this Section 6, make any
adjustments it deems appropriate.

    


    7.  Director
Representations.

    


    7.1  Purchase for Own
Account.  Director represents that he is acquiring the
Restricted Stock solely for his own account and beneficial interest for
investment and not for sale or with a view to distribution of the Restricted
Stock or any part thereof, has no present intention of selling (in connection
with a distribution or otherwise), granting any participation in, or otherwise
distributing the same, and does not presently have reason to anticipate a change
in such intention.

     

    
      
        
        

      

      
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    7.2  Information and
Sophistication.  Director hereby: (i) acknowledges that he has
received all the information he has requested from the Company and that he
considers necessary or appropriate for deciding whether to acquire the
Restricted Stock, (ii) represents that he has had an opportunity to ask
questions and receive answers from the Company regarding the terms and
conditions of the offering of the Restricted Stock and to obtain any additional
information necessary to verify the accuracy of such information and (iii)
further represents that he has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risk of this
investment.

    


    7.3  Ability to Bear Economic
Risk.  Director acknowledges that investment in the Restricted
Stock involves a high degree of risk, and represents that he is able, without
materially impairing his financial condition, to hold the Restricted Stock for
an indefinite period of time and to suffer a complete loss of his
investment.

    


    7.4  Foreign Persons.  If Director is not a
United States person (as defined by Section 7701(a)(30) of the Internal Revenue
Code of 1986, as amended), Director hereby represents that he has satisfied
himself as to the full observance of the laws of his jurisdiction in connection
with any invitation to purchase the Restricted Stock or any use of this
Agreement, including (i) the legal requirements within his jurisdiction for the
purchase of the Restricted Stock, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any government or other consents that may
need to be obtained, and (iv) the income tax and other tax consequences, if any,
that may be relevant to the purchase, holding, redemption, sale or transfer of
the Restricted Stock.  The Company’s offer and sale and Director’s
subscription and payment for and continued beneficial ownership of the
Restricted Stock will not violate any applicable securities or other laws of
Director’s jurisdiction.

    


    7.5  Further
Assurances.  Director agrees and covenants that at any time and
from time to time it will promptly execute and deliver to the Company such
further instruments and documents and take such further action as the Company
may reasonably require in order to carry out the full intent and purpose of this
Agreement and to comply with state or federal Restricted Stock laws or other
regulatory approvals.

    


    8.  Securities Law And
Other Regulatory Compliance. IROG shall not be obligated to issue any
Restricted Stock with respect to this Agreement unless such shares are at that
time effectively registered or exempt from registration under the federal
securities laws and the offer and sale of the shares are otherwise in compliance
with all applicable securities laws. Director may be required to furnish
representations or undertakings deemed appropriate by IROG to enable the offer
and sale of the shares or subsequent transfers of any interest in such shares to
comply with applicable securities laws. Evidences of ownership of shares
acquired with respect to this Agreement shall bear any legend required by, or
useful for purposes of compliance with, applicable securities laws or this
Agreement.

    


    9.  Restricted
Securities.  Director understands that the Restricted Stock are
characterized as “restricted securities” under the Securities Act inasmuch as
they are being acquired from the Company in a transaction not involving a public
offering and that under the Securities Act and applicable regulations thereunder
such securities may be resold without registration under the Securities Act only
in certain limited circumstances. Accordingly, the Restricted Stock, absent an
effective registration statement, can only be sold pursuant to an exemption from
registration, such as Rule 701 or Rule 144 of the Securities Act. Director
understands that the Company is under no obligation to register any of the
securities sold hereunder.

    


    10.
Restrictive Legends and Stop-Transfer Orders.

    


    10.1  Legends.  Director
understands and agrees that the Company will place the legends set forth below
or similar legends on any stock certificate(s) evidencing the Restricted Stock,
together with any other legends that may be required by state or federal
securities laws, the Company’s Articles of Incorporation or Bylaws, any other
agreement between Director and the Company or any agreement between Director and
any third party:

     

    
      
        
        

      

      
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    THE
SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”).  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
1933 ACT.

    


    10.2  Stop-Transfer
Instructions.  Director agrees that, to ensure compliance with
the restrictions imposed by this Agreement, the Company may issue appropriate
“stop-transfer” instructions to its transfer agent, if any, and if the Company
transfers its own securities, it may make appropriate notations to the same
effect in its own records.

    


    10.3  Refusal to
Transfer.  The Company will not be required (i) to transfer on
its books any Restricted Stock that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement, or (ii) to treat as owner
of such Restricted Stock, or to accord the right to vote or pay dividends, to
any purchaser or other transferee to whom such Restricted Stock have been so
transferred.

    


    11.  Attorneys’
Fees.  In the event of any litigation, arbitration, or other
proceeding arising out of this Agreement, the prevailing party shall be entitled
to an award of costs, including an award of reasonable attorneys’ fees. Any
judgment, order, or award entered in any such proceeding shall designate a
specific sum as an award of attorneys’ fees and costs incurred. This attorneys’
fee provision is intended to be severable from the other provisions of this
Agreement, shall survive any judgment or order entered in any proceeding, and
shall not be deemed merged into any such judgment or order, so that such further
fees and costs as may be incurred in the enforcement of an award or judgment or
in defending it on appeal shall likewise be recoverable by further order of a
court or panel or in a separate action as may be appropriate.

    


    12.  Miscellaneous
Provisions.

    


    12.1  Notice.  All
notices to be given by either party to the other shall be in writing and may be
transmitted by personal delivery, facsimile transmission, overnight courier or
mail, registered or certified, postage prepaid with return receipt requested;
provided, however, that notices of change of address or telex or facsimile
number shall be effective only upon actual receipt by the other party. Notices
shall be delivered at the following addresses, unless changed as provided for
herein.

    


    
      
        	
                To
      the Director:       

              	
                Anton
      S. Borozdin

              
	 
      	
                c/o
      Ironwood Gold Corp.

              
	 
      	
                7047
      E. Greenway Parkway #250

              
	 
      	
                Scottsdale,
      AZ 85254

              
	 
      	 
      
	
                To
      IROG:               
        

              	
                Ironwood
      Gold Corp.

              
	 
      	
                7047
      E. Greenway Parkway #250

              
	 
      	
                Scottsdale,
      AZ 85254

              


      

    

     

    
      
        
        

      

      
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              12.2  Entire
Agreement.  This Agreement constitutes the entire contract
between the parties hereto with regard to the subject matter hereof. They
supersede any other agreements, representations or understandings (whether oral
or written and whether express or implied) that relate to the subject matter
hereof.

    


             12.3  Severability;
Conflicts.  Should any provision of this Agreement be held to
be invalid or illegal, such illegality shall not invalidate the whole of the
Agreement, but, rather, the Agreement shall be construed as if it did not
contain the illegal part or narrowed to permit its enforcement, and the rights
and obligations of the parties shall be construed and enforced
accordingly.

    


             12.4  Choice of Law;
Venue.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada, as such laws are applied to
contracts entered into and performed in such state. Any action brought in
connection with this Agreement shall be subject the exclusive jurisdiction of
the state and federal courts sitting in Nevada in any action on a claim arising
out of, under or in connection with this Agreement or the transactions
contemplated by this Agreement.

    


             12.5  Binding
Effect.  This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective heirs, executors, and
successors.

    


             12.6  Counterparts.  This
Agreement may be executed in one or more counterparts, each of which when taken
together shall constitute one and the same instrument.

    


    [Signature
Page Follows]

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, this Restricted Stock Award Agreement has been executed as of
the 24th day of January, 2011.

    


    


    IROG:

    


    Ironwood
Gold Corp.

    


    /s/
Behzad
Shayanfar                     


    Behzad
Shayanfar

    Chief
Executive Officer

    


    


    DIRECTOR:

    


    /s/
Anton S.
Borozdin                     


    Anton
S. Borozdin