National Coal Corp Sample Contracts

National Coal Corp – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (December 14th, 2010)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER dated as of December 10, 2010 (this “Amendment No. 1”), to the Agreement and Plan of Merger dated as of September 27, 2010 (the “Merger Agreement”), is by and among NATIONAL COAL CORP., a Florida corporation (the “Company”), RANGER ENERGY INVESTMENTS, LLC, a Delaware limited liability company (“Parent”) and RANGER COAL HOLDINGS, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”).

National Coal Corp – AMENDMENT TO EMPLOYMENT AGREEMENT (September 29th, 2010)

This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of September 27, 2010, by and among NATIONAL COAL CORPORATION, a corporation organized and existing under the laws of the State of Tennessee, with its principal place of business at 8915 George Williams Road, Knoxville, Tennessee (hereinafter referred to as “Operating Company”), NATIONAL COAL CORP., a Florida corporation and the sole shareholder of the Company (“Parent” and together with Operating Company, the “Company”) and DANIEL A. ROLING residing at 12415 Mallard Bay Drive, Knoxville, TN 37922 (“Employee”). Except where otherwise defined herein, the capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Employment Agreement (as such term is defined in Recital A below). This Amendment is made with reference to the following Recitals:

National Coal Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG NATIONAL COAL CORP. RANGER ENERGY INVESTMENTS, LLC AND RANGER COAL HOLDINGS, LLC September 27, 2010 (September 29th, 2010)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 27th day of September, 2010 by and among NATIONAL COAL CORP., a Florida corporation (the “Company”), RANGER ENERGY INVESTMENTS, LLC, a Delaware limited liability company (“Parent”) and RANGER COAL HOLDINGS, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”).

National Coal Corp – AMENDMENT TO EMPLOYMENT AGREEMENT (September 29th, 2010)

This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of September 27, 2010, by and among NATIONAL COAL CORPORATION, a corporation organized and existing under the laws of the State of Tennessee, with its principal place of business at 8915 George Williams Road, Knoxville, Tennessee (hereinafter referred to as “Operating Company”), NATIONAL COAL CORP., a Florida corporation and the sole shareholder of the Company (“Parent” and together with Operating Company, the “Company”) and DANIEL A. ROLING residing at 12415 Mallard Bay Drive, Knoxville, TN 37922 (“Employee”). Except where otherwise defined herein, the capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Employment Agreement (as such term is defined in Recital A below). This Amendment is made with reference to the following Recitals:

National Coal Corp – SEPARATION AGREEMENT (September 16th, 2010)

THIS SEPARATION AGREEMENT (“Agreement”) is made and entered into as of September 10, 2010, by and between William R. Snodgrass (“Executive”), National Coal Corp., a Florida Corporation (“Parent”), and National Coal Corporation, a Tennessee corporation (the “Company”).

National Coal Corp – NATIONAL COAL CORP. REPORTS SECOND QUARTER 2010 RESULTS (August 13th, 2010)

Knoxville, Tenn. – (August 10, 2010) – National Coal Corp. (Nasdaq: NCOC), a Central and Southern Appalachian coal producer, reports that for the three months ended June 30, 2010, it achieved total revenues from continuing operations of $10.6 million based primarily on the sale of 117,017 tons of coal. In the same prior-year period, National Coal generated revenues from continuing operations of $22.6 million based primarily on the sale of 290,508 tons of coal. The decrease in revenue from coal sales for the three months ended June 30, 2010, as compared to the same period in 2009, was primarily due to the assignment of a coal supply agreement to Ranger Energy Investments, LLC on April 20, 2010 as part of the Company’s sale of certain assets and real property.

National Coal Corp – EQUIPMENT PURCHASE AGREEMENT (August 10th, 2010)

This Equipment Purchase Agreement (“Agreement”) is made and entered into as of the 29th day of June, 2010, by and between SEACAP Leasing Associates II LLC, a Delaware limited liability company, (hereinafter, “Purchaser”), and National Coal Corporation, a Tennessee corporation (hereinafter, “Seller”) (collectively, the “Parties”).

National Coal Corp – ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF NATIONAL COAL CORP. (June 25th, 2010)

NATIONAL COAL CORP., a corporation organized and existing under the laws of the State of Florida (the “Corporation”), in order to amend its Articles of Incorporation as now in effect (the “Articles of Incorporation”), in accordance with the requirements of Chapter 607, Florida Statutes, does hereby certify as follows:

National Coal Corp – AMENDED AND RESTATED 2004 NATIONAL COAL CORP. OPTION PLAN (Revised June 21, 2010) SECTION 1: GENERAL PURPOSE OF PLAN (June 25th, 2010)

The name of this plan is the 2004 NATIONAL COAL CORP. OPTION PLAN (the “Plan”). The purpose of the Plan is to enable NATIONAL COAL CORP., a Florida corporation (the “Company”), and any Parent or any Subsidiary to obtain and retain the services of the types of Employees, Consultants and Directors who will contribute to the Company’s long range success and to provide incentives which are linked directly to increases in share value which will inure to the benefit of all stockholders of the Company.

National Coal Corp – AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (May 17th, 2010)

This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”) is dated as of April 16, 2010, by and among Ranger Energy Investments, LLC, a Delaware limited liability company (“Buyer”), National Coal Corporation, a Tennessee corporation (“Seller”), and National Coal Corp., a Florida corporation (“Shareholder”).

National Coal Corp – COAL LEASE (May 17th, 2010)

THIS LEASE made and entered into this 20th day of April 2010, is by and between: (i) Ranger Energy Investments, LLC, a Delaware limited liability company (“Lessee”); and (ii) National Coal Corporation, a Tennessee corporation (“Lessor”).

National Coal Corp – ASSET PURCHASE AGREEMENT by and among Ranger Energy Investments, LLC National Coal Corporation, a Tennessee Corporation National Coal Corp., a Florida Corporation Dated April 8, 2010 (May 17th, 2010)

This Asset Purchase Agreement (“Agreement”) is dated April 8, 2010, by and among Ranger Energy Investments, LLC, a Delaware limited liability company (“Buyer”); National Coal Corporation, a Tennessee corporation (“Seller”); National Coal Corp., a Florida corporation (“Shareholder”).

National Coal Corp – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (April 26th, 2010)

The accompanying unaudited pro forma condensed consolidated financial information as of and for the year ended December 31, 2009 has been prepared from the audited consolidated financial statements of National Coal Corp., a Florida corporation (the “Company”), as of and for the year ended December 31, 2009.

National Coal Corp – December 29, 2009 (December 30th, 2009)

On behalf of National Coal Corp. (the “Parent”) and its subsidiary National Coal Corporation (the “Operating Company”) (collectively the “Company” or “National Coal”), I am pleased to extend an offer with our Company for the additional position of acting Chief Financial Officer and Vice President on the following terms:

National Coal Corp – LOAN MODIFICATION AGREEMENT (December 11th, 2009)

EXHIBIT 10.1 LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made and entered into to be effective as of December 10, 2009, by and among CENTAURUS ENERGY MASTER FUND, LP ("Lender"), a Delaware limited partnership, NATIONAL COAL CORPORATION ("Borrower"), a Tennessee corporation, NATIONAL COAL CORP. ("Holdings"), a Florida corporation, JACKSBORO COAL COMPANY, INC. ("Jacksboro"), a Tennessee corporation, and NC RAILROAD, INC. ("Railroad"), a Tennessee corporation for the purposes set forth herein (Holdings, Jacksboro and Railroad are hereinafter sometimes collectively referred to as "Guarantors"; and Borrower and Guarantors are hereinafter sometimes singly and collectively referred to as "Grantors"). R E C I T A L S A. On or about April 9, 2009, Next View Partners

National Coal Corp – NATIONAL COAL CORP. REPORTS SECOND QUARTER 2009 RESULTS (August 10th, 2009)

- For the six months ended June 30, 2009, net cash flow provided by operating activities was a positive $2.5 million versus a negative $5.8 million during the year-ago period.

National Coal Corp – UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION (August 7th, 2009)

The accompanying unaudited pro forma condensed consolidated financial statements as of and for the three months ended March 31, 2009 have been prepared from the unaudited condensed consolidated financial statements of National Coal Corp., a Florida corporation (the “Company”), as of and for the three months ended March 31, 2009. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2008 and 2007 have been prepared from the audited consolidated financial statements of the Company for those respective years.

National Coal Corp – INTERCREDITOR AGREEMENT (April 14th, 2009)

EXHIBIT 10.3 INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT is dated as of April 9, 2009, and entered into by and between NEXT VIEW PARTNERS, LLC, in its capacity as administrative agent for the holders of the First Lien Obligations (as defined below) (including its successors and assigns from time to time, the "FIRST LIEN AGENT"), and WELLS FARGO BANK, N.A.("TRUSTEE"), in its capacity as trustee and collateral agent for the holders of the Second Lien Obligations (as defined below) (including its successors and assigns from time to time, the "SECOND LIEN AGENT"), and acknowledged and agreed to by NATIONAL COAL CORPORATION., a Tennessee corporation (the "COMPANY"), NATIONAL COAL CORP., a Florida corporation ("HOLDINGS") and each of the other Guarantors (as defined below). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in SECTION 1

National Coal Corp – SECURITY AND GUARANTEE AGREEMENT (April 14th, 2009)

EXHIBIT 10.2 ================================================================================ SECURITY AND GUARANTEE AGREEMENT dated as of April 9, 2009, among NATIONAL COAL CORP. NATIONAL COAL CORPORATION, JACKSBORO COAL COMPANY, INC. and NC RAILROAD, INC. and each other Subsidiary of National Coal Corp. as may from time to time become a party hereto as Grantors and Next View Partners, LLC as Administrative Agent ========================================

National Coal Corp – REVOLVING CREDIT AGREEMENT (April 14th, 2009)

EXHIBIT 10.1 $10,000,000 REVOLVING CREDIT AGREEMENT AMONG NATIONAL COAL CORP., AS HOLDINGS NATIONAL COAL CORPORATION, AS BORROWER, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, AND NEXT VIEW PARTNERS, LLC, AS ADMINISTRATIVE AGENT DATED AS OF APRIL 9, 2009 TABLE OF CONTENTS Section 1. DEFINITIONS.........................................................1 1.1 Defined Terms................................................1 1

National Coal Corp – AMENDMENT NO. 2 AND WAIVER (November 17th, 2008)

EXHIBIT 10.1 AMENDMENT NO. 2 AND WAIVER This AMENDMENT NO. 2 AND WAIVER ("Amendment") dated as of November 12, 2008 (the "Effective Date"), is among National Coal of Alabama, Inc., an Alabama corporation (the "Company"), the Holders (as defined below), and TCW Asset Management Company, as administrative agent for the Holders (in such capacity, the "Administrative Agent"). RECITALS A. The Company, certain holders party thereto from time to time (the "Holders"), and the Administrative Agent are parties to the Note Purchase Agreement dated as of October 19, 2007, as amended by the Amendment No. 1 dated as of August 13, 2008 (as amended, restated or otherwise modified from time to time, the "Note Purchase Agreement"). B. The Company, the Holders and the Administrative Agent wish to, subject to the terms and c

National Coal Corp – EMPLOYEE RETENTION AGREEMENT (October 24th, 2008)

EXHIBIT 10.2 EMPLOYEE RETENTION AGREEMENT THIS EMPLOYEE RETENTION AGREEMENT ("AGREEMENT") is made as of this 20th day of October, 2008 (the "EFFECTIVE Date"), by and between William R. Snodgrass, an individual who resides at 192 Preston Circle, Jacksboro, TN 37757 ("EMPLOYEE"), and NATIONAL COAL CORPORATION ("OPERATING COMPANY"), a Tennessee corporation with a principal place of business at 8915 George Williams Road, Knoxville, Tennessee, and National Coal Corp., a Florida corporation and the sole shareholder of the Operating Company ("PARENT" and together with Operating Company the "COMPANY"). RECITALS WHEREAS, the Company is exposed from time to time to numerous business opportunities for growth and expansion, including the possible acquisition by or of another company or other change of control; and

National Coal Corp – EMPLOYEE RETENTION AGREEMENT (October 24th, 2008)

EXHIBIT 10.1 EMPLOYEE RETENTION AGREEMENT THIS EMPLOYEE RETENTION AGREEMENT ("AGREEMENT") is made as of this 20th day of October, 2008 (the "EFFECTIVE Date"), by and between Michael R. Castle, an individual who resides at 8922 Ivy Glen Court, Knoxville, TN 37922 ("EMPLOYEE"), and NATIONAL COAL CORPORATION ("OPERATING COMPANY"), a Tennessee corporation with a principal place of business at 8915 George Williams Road, Knoxville, Tennessee, and National Coal Corp., a Florida corporation and the sole shareholder of the Operating Company ("PARENT" and together with Operating Company the "COMPANY"). RECITALS WHEREAS, the Company is exposed from time to time to numerous business opportunities for growth and expansion, including the possible acquisition by or of another company or other change of control; and

National Coal Corp – AMENDMENT NO. 1 AND WAIVER (August 14th, 2008)

EXHIBIT 10.1 AMENDMENT NO. 1 AND WAIVER This AMENDMENT NO. 1 AND WAIVER ("Amendment") dated as of August 13, 2008 (the "Effective Date"), is among National Coal of Alabama, Inc., an Alabama corporation (the "Company"), the Holders (as defined below), and TCW Asset Management Company, as administrative agent for the Holders (in such capacity, the "Administrative Agent"). RECITALS A. The Company is party to that certain Note Purchase Agreement dated as of October 19, 2007 (as amended, restated or otherwise modified from time to time, the "Note Purchase Agreement") among the Company, certain holders party thereto from time to time (the "Holders"), and the Administrative Agent. B. The Company, the Holders and the Administrative Agent wish to, subject to the terms and conditions of this Amendment, (1

National Coal Corp – SEPARATION AGREEMENT (July 21st, 2008)

EXHIBIT 10.1 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT ("AGREEMENT") is made and entered into as of July 15, 2008 (the "EFFECTIVE Date"), by and between Charles Kite ("EXECUTIVE"), National Coal Corp., a Florida Corporation ("PARENT"), and all of its subsidiaries, being National Coal Corporation, NC Railroad, Inc., NC Transportation, Inc., NCC Corp., Appalachian National Coal, Inc. and National Coal of Alabama, Inc. (collectively, the "COMPANY"). RECITALS A. Executive has delivered to the CEO of the Company his intention to resign his employment with Parent and the Company, as General Counsel, for personal reasons. B. Executive, Parent and the Company wish to accommodate Executive's resignation, attend to the ongoing work requirements of the Company, and

National Coal Corp – SUBSCRIPTION AGREEMENT (May 13th, 2008)

EXHIBIT 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made and entered into as of May 8, 2008, between NATIONAL COAL CORP., a Florida corporation (the "COMPANY"), and the investor identified on the signature page to this Agreement (the "INVESTOR"). RECITALS A. Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company proposes to issue and sell up to $12 million in shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of the Company at a purchase price of $4.65 per share (the "OFFERING PRICE"), in each case pursuant to an offering (the "OFFERING") to one or more potential investors, including the Investor. B.

National Coal Corp – REGISTRATION RIGHTS AGREEMENT (May 13th, 2008)

EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of the 12th day of May, 2008 (the "EFFECTIVE DATE"), by and among National Coal Corp., a Florida corporation (the "COMPANY") and the parties set forth on the signature page and EXHIBIT A hereto (each, a "PURCHASER" and collectively, the "PURCHASERS"). RECITALS A. The Purchasers have purchased shares of the Company's Common Stock pursuant to Subscription Agreements (each, a "SUBSCRIPTION AGREEMENT" and collectively, the "SUBSCRIPTION AGREEMENTS") by and between the Company and each Purchaser. B. The Company, on the one hand, and the Purchasers on the other hand, desire to set forth the

National Coal Corp – SUBSCRIPTION AGREEMENT (May 13th, 2008)

EXHIBIT 10.2 AMENDED AND RESTATED 2004 NATIONAL COAL CORP. OPTION PLAN SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made and entered into as of May 8, 2008, between NATIONAL COAL CORP., a Florida corporation (the "COMPANY"), and _____________ (the "EXECUTIVE"), and entitles the Executive to purchase shares of the Company's Common Stock under the Amended and Restated 2004 National Coal Corp. Option Plan, as described herein. RECITALS A. The Company desires to sell to the Executive, and the Executive desires to buy from the Company, up to ___________ shares of the Company's Common Stock (the "SHARES") at a price per share of $4.65 (the "OFFERING Price"), upon the terms and conditions and subject to the provisions

National Coal Corp – ASSET PURCHASE AGREEMENT (February 12th, 2008)

EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This is an Asset Purchase Agreement (this "Agreement"), dated as of February 8, 2008, between (i) Xinergy Corp., a Tennessee corporation (the "Buyer"), and (ii) National Coal Corporation, a Tennessee corporation, (the "Seller"). RECITALS A. The Seller, among other things, is engaged in the business of mining coal and activities directly or indirectly relating thereto at Seller's Straight Creek operations located in Bell, Leslie and Harlan Counties, Kentucky (the "Business"). B. The Seller desires to sell to the Buyer all right, title and interest of the Seller in and to the Purchased Assets (defined below), for consideration and upon the terms and conditions hereinafter set forth. C. The Buyer desires to purchase the Purchased Ass

National Coal Corp – NATIONAL COAL CORP. ENTERS INTO ASSET PURCHASE AGREEMENT (February 12th, 2008)

EXHIBIT 99.1 NATIONAL COAL CORP. ENTERS INTO ASSET PURCHASE AGREEMENT Knoxville, Tenn. - (February 12, 2008) - National Coal Corp. (Nasdaq: NCOC), a producer of high-quality steam coal in Central and Southern Appalachia, today announced that it has entered into an asset purchase agreement with Xinergy Corp., pursuant to which the Company will sell the balance of its Kentucky assets, also known as Straight Creek, for approximately $11 million in cash. The transaction also will return to the Company approximately $8 million in cash pledged to secure reclamation bonds and other liabilities, and relieve the Company of $3 million in reclamation liabilities, $2.5 million of equipment related debt, and approximately $4 million in operating lease payments. The Company intends to use the sale proceeds to repay its $10 million senior secured term loan scheduled to mature in Dece

National Coal Corp – UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION (January 4th, 2008)

The unaudited pro forma combined condensed financial statements of National Coal Corp. and Mann Steel Products, Inc. as of and for the nine months ended September 30, 2007 have been prepared from our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2007 and the unaudited financial statements of Mann Steel Products, Inc. as of and for the nine months ended September 30, 2007. The unaudited pro forma combined condensed statement of operations for the year ended December 31, 2006 has been prepared from our audited consolidated financial statements for the year ended December 31, 2006 and the audited financial statements of Mann Steel Products, Inc. for the year ended December 31, 2006.

National Coal Corp – Mann Steel Products, Inc. Financial Statements September 30, 2007 and 2006 (January 4th, 2008)
National Coal Corp – Mann Steel Products, Inc. Financial Statements December 31, 2006, 2005 and 2004 (January 4th, 2008)

We have audited the accompanying balance sheets of Mann Steel Products, Inc., as of December 31, 2006 and 2005, and the related statements of income, retained earnings, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

National Coal Corp – WARRANT AGREEMENT (January 3rd, 2008)

EXHIBIT 4.1 WARRANT AGREEMENT Dated as of December 31, 2007 Between NATIONAL COAL CORP., as Issuer and BIG BEND 38 INVESTMENTS L.P. J-K NAVIGATOR FUND, L.P. STEELHEAD OFFSHORE CAPITAL, LP as Holders Warrants to Purchase Shares of Common Stock WARRANT AGREEMENT, dated as of December 31, 2007 (this "AGREEMENT"), between National Coal Corp., a Florida corporation (the "COMPANY"), Big Bend 38 Investments L.P. ("BIG BEND"), J-K Navigator Fund, L.P., and Steelhead Offshore Capital, LP (collectively, the "INITIAL HOLDERS" a

National Coal Corp – SUBSCRIPTION AGREEMENT (December 28th, 2007)

EXHIBIT 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made and entered into as of December 20, 2007, between NATIONAL COAL CORP., a Florida corporation (the "COMPANY"), and the investor identified on the signature page to this Agreement (the "INVESTOR"). RECITALS A. Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company proposes to issue and sell up to $15 million in shares of Common Stock, par value $0.0001 per share (the "COMMON STOCK"), of the Company pursuant to an offering (the "OFFERING") to one or more potential investors, including the Investor, at a purchase price to be negotiated with each investor based on the closing sales the of the Common Stock on