EXHIBIT 10.1 AGREEMENT TO PURCHASE This is a legally binding contract. If you do not understand this contract, please seek legal council, THIS AGREEMENT entered into on the 25th day of August, 2005 by and between. World Marketing, Inc. or...World Marketing Inc • May 19th, 2006 • Real estate agents & managers (for others)
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RHINO RESOURCE PARTNERS LPRoyal Energy Resources, Inc. • January 6th, 2017 • Bituminous coal & lignite surface mining • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RHINO RESOURCE PARTNERS LP dated as of December 30, 2016, is entered into by and between Rhino GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
William L. Tuorto Employment AgreementEmployment Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the __ day of December, 2016 (the “Effective Date”), by and between Rhino GP LLC, a Delaware limited liability company (the “Employer”) and William L. Tuorto (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS AGREEMENT is made and entered into this 31st day of January 2018, effective the 1st day of January 2018, (the “Effective Date”) between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and Scott Morris (“Executive”).
SECURITIES PURCHASE AGREEMENTPledge Agreement • March 28th, 2016 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 21 2016, between Rhino Resource Partners, L.P., a Delaware limited partnership (the “Company”), and Royal Energy Resources, Inc., a Delaware corporation (the “Purchaser”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 8th, 2017 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • New York
THIS PLEDGE AND SECURITY AGREEMENT, dated as of May 31, 2017 (as the same may be amended, restated or otherwise modified from time to time, this “Agreement”), is made by ROYAL ENERGY RESOURCES, INC., a Delaware corporation (the “Borrower”), having an address at 56 Broad Street, Suite 2, Charleston, SC 29401, in favor of CEDARVIEW OPPORTUNITIES MASTER FUND, L.P., a Delaware limited partnership (together with it successors and assigns, the “Secured Party”).
OPTION AGREEMENTOption Agreement • January 6th, 2017 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Delaware
This Option Agreement (including all schedules and exhibits attached hereto and as may be from time to time amended, modified or supplemented, this “Agreement”), dated as of December 30, 2016, is made by and among Rhino Resource Partners Holdings LLC, a Delaware limited liability company (“Holdings”), Rhino Resource Partners LP, a Delaware limited partnership (“Rhino”), Rhino GP LLC, a Delaware limited liability company (“Rhino GP”) and Royal Energy Resources, Inc., a Delaware corporation (“Royal”).
Eighth AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 2017 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Pennsylvania
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated as of March 23, 2017, is made by and among RHINO ENERGY LLC, a Delaware limited liability company (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under the Credit Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
ContractEscrow Agreement • February 1st, 2016 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • New York
SECURITIES PURCHASE AGREEMENT dated as of January 21, 2016 (this “Agreement”) between Wexford Capital LP, a Delaware limited partnership, Wexford Rhino Partners, L.P., a Delaware limited partnership, Rhino Energy Holdings LLC, a Delaware limited liability company, and Rhino Resource Holdings LLC, a Delaware limited liability company (individually, a “Seller” and collectively, the “Sellers”), and Royal Energy Resources, Inc., a Delaware corporation (the “Purchaser”, together with the Sellers, the “Parties”).
SERIES A PREFERRED UNIT PURCHASE AGREEMENT among RHINO RESOURCE PARTNERS LP and THE PURCHASERS PARTY HERETOSeries a Preferred Unit Purchase Agreement • January 6th, 2017 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Delaware
This SERIES A PREFERRED UNIT PURCHASE AGREEMENT, dated as of December 30, 2016 (including all schedules and exhibits attached hereto and as may be from time to time amended, modified or supplemented, this “Agreement”), is entered into by and among Rhino Resource Partners LP, a Delaware limited partnership (the “Partnership”), and the purchasers set forth on Schedule A hereto (the “Purchasers”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • October 6th, 2016 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Delaware
This Equity Exchange Agreement (this “Agreement”), dated as of September 30, 2016, is made by and among Rhino Resource Partners Holdings LLC, a Delaware limited liability company (“Holdings”), Rhino Resource Partners, LP, a Delaware limited partnership (“Rhino”), Rhino GP LLC, a Delaware limited liability company (“Rhino GP”) and Royal Energy Resources, Inc., a Delaware corporation (“Royal”).
AMENDMENT TO SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • January 14th, 2016 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining
This AMENDMENT TO SECURITIES EXCHANGE AGREEMENT, dated as of December 23, 2015 (this “Amendment”), is entered into between ROYAL ENERGY RESOURCES, INC., a Delaware corporation (“Royal”), and Ian Ganzer and Gary Ganzer (the “Members”).
SECURITIES EXCHANGE AGREEMENT dated effective as of April 13, 2015 by and among ROYAL ENERGY RESOURCES, INC. and WASTECH, INC. SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 21st, 2015 • Royal Energy Resources, Inc. • Crude petroleum & natural gas • South Carolina
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated effective as of April 13, 2015 (the “Effective Date”), is entered into by and among Wastech, Inc., an Oklahoma corporation (“Wastech”), and Royal Energy Resources, Inc., a Delaware corporation (“Royal”). Certain capitalized terms used in this Agreement are defined in Section 7.3 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2016 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2016, between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and East Hill Investments, Ltd., a British Virgin Islands business company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2015 • Royal Energy Resources, Inc. • Crude petroleum & natural gas • West Virginia
THIS AGREEMENT is made and entered into this 10 day of June 2015, (the “Effective Date”) between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and Ian Ganzer (“Employee”).
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 6th, 2017 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Pennsylvania
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated as of December 30, 2016, is made by and among RHINO ENERGY LLC, a Delaware limited liability company (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under the Credit Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2015 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • South Carolina
THIS AGREEMENT is made and entered into this 13th day of October 2015, (the “Effective Date”) between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and Ronald Phillips (“Officer”).
CONVERTIBLE PROMISSORY NOTERoyal Energy Resources, Inc. • October 6th, 2016 • Bituminous coal & lignite surface mining • Delaware
FOR VALUE RECEIVED, Royal Energy Resources, Inc., a Delaware corporation (the “Maker”) promises to pay to the order of _________________________________________________________________ (together with any subsequent holder hereof, the “Holder”), the principal sum of ________________________________________ Dollars and No Cents ($____________.00), plus simple interest at the rate of ten percent (10%) per annum. Accrual of interest shall commence on the first business day to occur after the date of initial issuance and continue until payment in full of the principal sum has been made or duly provided for. This Note is in registered form and is part of a series of obligations issued in registered form. This Note is subject to the following additional provisions.
EXHIBIT 10.2 Amendment to Agreement to Purchase Between World Marketing, Inc. (Buyer) and Chaya B. Mermelstein (Seller). It is hereby agreed as of February 25, 2006, to extend the payment of $10,000 for 6 months till August 25, 2006. Payment shall be...World Marketing Inc • May 19th, 2006 • Real estate agents & managers (for others)
It is hereby agreed as of February 25, 2006, to extend the payment of $10,000 for 6 months till August 25, 2006. Payment shall be made in cash or stock or both, agreed upon February 28, 2006.
SECURITIES EXCHANGE AGREEMENT dated effective as of June 10, 2015 by and among ROYAL ENERGY RESOURCES, INC. and and IAN GANZER and GARY GANZER SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • July 15th, 2015 • Royal Energy Resources, Inc. • Crude petroleum & natural gas • West Virginia
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated effective as of June 10, 2015 (the “Effective Date”), is entered into by and among G.S. Energy, LLC, a West Virginia limited liability company (“GS Energy” or the “Company”) and Ian Ganzer and Gary Ganzer, the members of GS Energy (the “Members”), at 304 Waitman Street, Morgantown, West Virginia 26501, and Royal Energy Resources, Inc., a Delaware corporation (“Royal”), at 56 Broad Street, Suite 2, Charleston, South Carolina 29401. Certain capitalized terms used in this Agreement are defined in Section 8.3 hereof.
JOINT FILING AGREEMENTJoint Filing Agreement • February 1st, 2016 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Rhino Resource Partners LP.
GUARANTY FEE AND INDEMNITY AGREEMENTGuaranty Fee and Indemnity Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Guaranty Fee and Indemnity Agreement (this “Agreement”) is executed on December 5, 2017, to be effective as provided for herein, by and among Rhino Resource Partners LP, a Delaware limited partnership (“Rhino”), and Royal Energy Resources, Inc., a Delaware corporation (“Royal”).
UNIT PURCHASE AGREEMENT between JET FUEL, LLC (the “Purchaser”), and COAL FIELD TRANSPORTS, INC. (the “Seller”) Dated as of November 25, 2015Unit Purchase Agreement • December 3rd, 2015 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • West Virginia
THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of November 25, 2015, effective November 30, 2015 (the “Effective Date”), is made by and between JET FUEL, LLC, a Kentucky limited liability company (the “Purchaser”) and COAL FIELD TRANSPORTS, INC., a West Virginia corporation (the “Seller”). Certain capitalized terms used in this Agreement are defined in Section 1.1 hereof
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of January 2018, (the “Effective Date”) between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and William L. Tuorto (“Executive”).
December 30, 2016Royal Energy Resources, Inc. • January 6th, 2017 • Bituminous coal & lignite surface mining
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of January 2018, (the “Effective Date”) between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and Brian Hughes (“Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 12th, 2015 • Royal Energy Resources, Inc. • Crude petroleum & natural gas
EXHIBIT 10.2 Amendment to Agreement to Purchase Between World Marketing, Inc. (Buyer) and Chaya B. Mermelstein (Seller). It is hereby agreed as of February 25, 2006, to extend the payment of $10,000 for 6 months till August 25, 2006. Payment shall be...World Marketing Inc • April 18th, 2006 • Real estate agents & managers (for others)
It is hereby agreed as of February 25, 2006, to extend the payment of $10,000 for 6 months till August 25, 2006. Payment shall be made in cash or stock or both, agreed upon February 28, 2006.
OPERATOR AGREEMENTOperator Agreement • November 30th, 2015 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining
This OPERATOR AGREEMENT (“Agreement”), is entered into as of the 10th day of June, 2015 (the “Agreement Date”), by and between BLUE GROVE COAL, LLC, a West Virginia limited liability company (“Operator”) and G.S. ENERGY, LLC, a West Virginia limited liability company (“Owner”).
WARRANT AGREEMENTWarrant Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • New York
WARRANT AGREEMENT (the “Agreement”), dated as of [_____], 2018, to be effective as of December 27, 2017, by and among Rhino Resource Partners LP, a Delaware limited partnership (the “Issuer”), and the investors listed on the Schedule of Holders attached hereto (individually, a “Holder” and collectively, the “Holders”).
MANAGEMENT AGREEMENTManagement Agreement • June 17th, 2015 • Royal Energy Resources, Inc. • Crude petroleum & natural gas • West Virginia
This MANAGEMENT AGREEMENT (“Agreement”), is entered into as of the 10th day of June, 2015 (the “Agreement Date”), by and between BLUE GROVE COAL, LLC, a West Virginia limited liability company (“Operator”) and BLACK OAK RESOURCES, LLC, a West Virginia limited liability company (“Manager”).
COAL SALES FEE AGENCY AGREEMENTSales Fee Agency Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Kentucky
This COAL SALES FEE AGENCY AGREEMENT (this “Agreement”) dated December 5, 2017 effective as provided for herein, is between Rhino Energy LLC (“Rhino”) and Royal Energy Resources, Inc. (“Agent”). For purposes of this Agreement, Rhino and its Affiliates and subsidiaries, are sometimes referred to individually as “Producer” and collectively as the “Producers”. Each of the Agent and the Producers are sometimes referred to individually as a “Party” and collectively as the “Parties.”
UNIT PURCHASE AGREEMENT between JET FUEL, LLC (the “Purchaser”), and MIDDLE WILGAT LLC (the “Seller”) Dated as of November 25, 2015Unit Purchase Agreement • December 3rd, 2015 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • West Virginia
THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of November 25, 2015 effective November 30, 2015 (the “Effective Date”), is made by and among JET FUEL, LLC, a Kentucky limited liability company (the “Purchaser”) and MIDDLE WILGAT LLC, a Delaware limited liability company (the “Seller”). Certain capitalized terms used in this Agreement are defined in Section 1.1 hereof
SECURITIES EXCHANGE AGREEMENT dated effective as of June 10, 2015 by and among ROYAL ENERGY RESOURCES, INC. and BLUE GROVE COAL, LLC and IAN GANZER and GARY GANZER SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • June 17th, 2015 • Royal Energy Resources, Inc. • Crude petroleum & natural gas • West Virginia
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated effective as of June 10, 2015 (the “Effective Date”), is entered into by and among Blue Grove Coal, LLC, a West Virginia limited liability company (“Blue Grove” or the “Company”) and Ian Ganzer and Gary Ganzer, the members of Blue Grove (the “Members”), at 304 Waitman Street, Morgantown, West Virginia 26501, and Royal Energy Resources, Inc., a Delaware corporation (“Royal”), at 56 Broad Street, Suite 2, Charleston, South Carolina 29401. Certain capitalized terms used in this Agreement are defined in Section 8.3 hereof.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2017 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of March 2016, (the “Effective Date”) between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and Ronald Phillips (“Officer”).
