Ramaco Resources, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 1st, 2022 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Delaware

This Indemnification Agreement (“Agreement”) is made effective as of January 1, 2022, by and between Ramaco Resources, Inc., a Delaware corporation (the “Corporation”), and Aurelia Skipwith Giacometto (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2017 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • New York

This Registration Rights Agreement (this “Agreement”), dated as of February 8, 2017, is entered into by and among Ramaco Resources, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).

6,000,000 Shares Ramaco Resources, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 7th, 2017 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • New York
MUTUAL COOPERATION AGREEMENT
Mutual Cooperation Agreement • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Delaware

Assume that Operating Company desires to lease an Acquired Area from Land Company that contains 4.0 million clean tons of coal. The mining plan that is ultimately approved by Land Company indicates that Operating Company shall mine those 4.0 million clean tons of coal over a period of 15 years and shall sell those tons of coal for $100.00 per ton. All tons will be mined utilizing the underground mining method.

Ramaco Resources, Inc. and WIlmington savings fund society, fsb as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 13, 2021 to the Indenture dated as of July 13, 2021 9.00% Senior Notes due 2026
First Supplemental Indenture • July 13th, 2021 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of July 13, 2021, between Ramaco Resources, Inc., a Delaware corporation (the “Company”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).

SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT among KEYBANK NATIONAL ASSOCIATION (as Administrative Agent, Collateral Agent, Lender, Swing Line Lender, and Issuer) and KEYBANC CAPITAL MARKETS, INC. (as Lead Arranger and Sole Book Runner)...
Credit and Security Agreement • February 17th, 2023 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Ohio

This SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”), has been executed and is dated as of February 15, 2023, by and among RAMACO RESOURCES, INC., RAMACO DEVELOPMENT, LLC, RAM MINING, LLC, RAMACO COAL SALES, LLC, RAMACO RESOURCES, LLC, RAMACO RESOURCES LAND HOLDINGS, LLC, MABEN COAL LLC, CARBON RESOURCES DEVELOPMENT, INC., AND RAMACO COAL, INC., as the Borrowers, the Lenders party hereto, and KEYBANK NATIONAL ASSOCIATION, as the Agent, a Lender, Swing Line Lender, and the Issuer.

AMENDMENT NO. 2 TO SERVICE AGREEMENT
Service Agreement • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 2 TO SERVICES AGREEMENT (this “Amendment”), effective as of September 1, 2016 (the “Effective Date”), is by and between RAMACO, LLC, a Delaware limited liability company (“Service Provider”) and RAMACO DEVELOPMENT, LLC, a Delaware limited liability company, (“Customer” and together with Service Provider, the “Parties”, and each a “Party”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED LEASE [Pennsylvania]
Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LEASE (the “Amendment”), effective August 31st, 2016, is by and between RAMACO NORTHERN APPALACHIA, LLC, a Delaware limited liability company (“Ramaco”), RAM FARMS, LLC, a Delaware limited liability company (“Ram Farms” and, together with Ramaco, the “Lessor”), and RAM MINING, LLC, a Delaware limited liability company (“Lessee”).

UNDERWRITING AGREEMENT
Underwriting Agreement • July 12th, 2021 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • New York
AMENDMENT NO. 1 TO SERVICE AGREEMENT
Service Agreement • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 1 TO SERVICES AGREEMENT (the “Amendment”), effective December 31, 2015, is by and between RAMACO, LLC, a Delaware limited liability company (“Service Provider”), and RAMACO DEVELOPMENT, LLC, a Delaware limited liability company (the “Customer”).

ARTICLE I. LEASE OF SURFACE PROPERTY
Surface Rights Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Delaware

Assume that Operating Company desires to lease an Acquired Area from Land Company that contains 4.0 million clean tons of coal. The mining plan that is ultimately approved by Land Company indicates that Operating Company shall mine those 4.0 million clean tons of coal over a period of 15 years and shall sell those tons of coal for $88.50 per ton. All tons will be mined utilizing the underground mining method.

AMENDMENT NO. 2 TO LEASE [Elk Creek Owned]
Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 2 TO LEASE (the “Amendment”), effective March 31, 2016, is by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Lessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (“Lessee”).

AMENDMENT NO. 3 TO LEASE [Elk Creek Owned]
Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 3 TO LEASE (the “Amendment”), effective August 31st, 2016, is by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Lessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (“Lessee”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED LEASE
Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LEASE (the “Amendment”), effective December 31, 2015, is by and between RAMACO NORTHERN APPALACHIA, LLC, a Delaware limited liability company (“Ramaco”), RAM FARMS, LLC, a Delaware limited liability company (“Ram Farms” and, together with Ramaco, the “Lessor”), RAM MINING, LLC, a Delaware limited liability company (“Lessee”).

RAMACO RESOURCES, INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS
Restricted Stock Award Agreements • December 16th, 2019 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Kentucky

THIS AMENDMENT (this “Amendment”), made and entered into as of the 10th day of December, 2019, by and between Ramaco Resources, Inc., a Delaware corporation (“Ramaco”), and Jeremy R. Sussman, an employee or other individual providing services to Ramaco or one of its Affiliates (“Participant”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED LEASE
Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED LEASE (the “Amendment”), effective March 31, 2016, is by and between RAMACO NORTHERN APPALACHIA, LLC, a Delaware limited liability company (“Ramaco”), RAM FARMS, LLC, a Delaware limited liability company (“Ram Farms” and, together with Ramaco, the “Lessor”), RAM MINING, LLC, a Delaware limited liability company (“Lessee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made effective as of August 20, 2015 (the “Effective Date”) by and between RAMACO, LLC, a Delaware limited liability company, (“Indemnitee”), and RAMACO DEVELOPMENT, LLC, a Delaware limited liability company (“Indemnitor”). Throughout this Agreement, Indemnitee and Indemnitor are sometimes individually referred to as a “Party” and sometimes collectively referred to as the “Parties”.

SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • February 14th, 2017 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Delaware

THIS SHAREHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 8, 2017, is made by and among Yorktown and ECP (each as defined herein) (collectively, the “Sponsors”) and Ramaco Resources, Inc., a Delaware corporation (the “Company”).

RAMACO RESOURCES, INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS
Restricted Stock Award Agreement • December 13th, 2019 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Kentucky

THIS AMENDMENT (this “Amendment”), made and entered into as of the 10th day of December, 2019, by and between Ramaco Resources, Inc., a Delaware corporation (“Ramaco”), and Randall W. Atkins, an employee or other individual providing services to Ramaco or one of its Affiliates (“Participant”).

SUBLEASE [Berwind Land Company Leasehold Premises]
Ramaco Resources, Inc. • December 29th, 2016 • Bituminous coal & lignite mining • West Virginia

THIS SUBLEASE (“Sublease” or “Agreement”) is made and entered into as of the 20th day of August, 2015 (“Effective Date”), by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company, with its address being 250 West Main Street, Suite 210, Lexington, KY 40507 (“Sublessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company, with its address being 250 West Main Street, Lexington, KY 40507 (“Sublessee”).

AMENDMENT NO 1 TO LEASE [Elk Creek Owned]
Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 1 TO LEASE (the “Amendment”), effective December 31, 2015, is by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Lessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (“Lessee”).

AMENDMENT NO. 1 TO SUBLEASE [WV-3001; WV-7011]
Sublease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 1 TO SUBLEASE (the “Amendment”), effective August 31st, 2016, is by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Sublessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (“Sublessee”).

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RAMACO RESOURCES, INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS
Restricted Stock Award Agreements • December 16th, 2019 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Kentucky

THIS AMENDMENT (this “Amendment”), made and entered into as of the 10th day of December, 2019, by and between Ramaco Resources, Inc., a Delaware corporation (“Ramaco”), and Christopher L. Blanchard, an employee or other individual providing services to Ramaco or one of its Affiliates (“Participant”).

LEASE [Elk Creek Owned]
Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS LEASE (“Lease”) is dated as of August 20th, 2015 (the “Effective Date”), by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Lessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (“Lessee”).

FIRST AMENDMENT TO LEASE AGREEMENT AND SUBLEASE
Lease Agreement and Sublease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS FIRST AMENDMENT TO LEASE AGREEMENT AND SUBLEASE (the “Amendment”), made and effective as of this day of February, 2016, by and between Berwind Land Company, a West Virginia corporation having its address at 300 Summers Street, Suite 1050, Charleston, West Virginia 25301 (“Lessor”); Ramaco Central Appalachia, LLC, a Delaware limited liability company having its address at 250 West Main Street, Suite 210, Lexington, Kentucky 40507 (“Lessee”); and Ramaco Resources, LLC, a Delaware limited liability company having its address at 250 West Main Street, Suite 210, Lexington, Kentucky 40507 (“Sublessee”).

AMENDMENT NO. 2 TO SURFACE RIGHTS LEASE
Surface Rights Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 2 TO SURFACE RIGHTS LEASE (the “Amendment”), effective March 31, 2016, is by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Lessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (the “Lessee”).

AMENDMENT NO. 3 TO SURFACE RIGHTS LEASE [Elk Creek Plant and Impoundment]
Surface Rights Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 3 TO SURFACE RIGHTS LEASE (the “Amendment”), effective August 31st, 2016, is by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Lessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (“Lessee”).

SUBLEASE [WV-3001; WV-7011]
Ramaco Resources, Inc. • December 29th, 2016 • Bituminous coal & lignite mining • West Virginia

THIS SUBLEASE (“Sublease” or “Agreement”) is made and entered into as of the 19th day of August, 2015 (“Effective Date”), by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company, with its address being 250 West Main Street, Suite 210, Lexington, KY 40507 (“Sublessor”), and RAMACO RESOURCES LLC, a Delaware limited liability company, with its address being 250 West Main Street, Lexington, KY 40507 (“Sublessee”).

SERVICE AGREEMENT
Service Agreement • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS SERVICES AGREEMENT (this “Agreement”), dated as of August 20, 2015 (the “Effective Date”), is by and between RAMACO, LLC, a Delaware limited liability company (“Service Provider”) and RAMACO DEVELOPMENT, LLC, a Delaware limited liability company, (“Customer” and together with Service Provider, the “Parties”, and each a “Party”).

AMENDMENT NO. 1 TO SURFACE RIGHTS LEASE
Surface Rights Lease • December 29th, 2016 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 1 TO SURFACE RIGHTS LEASE (the “Amendment”), effective December 31, 2015, is by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Lessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (the “Lessee”).

SECURITIES PURCHASE AGREEMENT BY AND BETWEEN APPLETON COAL LLC AND RAMACO DEVELOPMENT, LLC DATED AS OF AUGUST 8, 2022
Securities Purchase Agreement • August 8th, 2022 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • West Virginia

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2022, by and between APPLETON COAL LLC, a Delaware limited liability company (the “Seller”), and RAMACO DEVELOPMENT, LLC, a Delaware limited liability company (“Purchaser”) (each of Seller and Purchaser, a “Party,” and together, the “Parties”).

SECOND AMENDMENT TO SUBLEASE [Berwind Leasehold Premises]
Ramaco Resources, Inc. • December 29th, 2016 • Bituminous coal & lignite mining

THIS SECOND AMENDMENT TO SUBLEASE (the “Amendment”), effective August 31st, 2016, is by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Sublessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (“Sublessee”).

AMENDMENT NO. 4 TO LEASE
Lease • February 20th, 2020 • Ramaco Resources, Inc. • Bituminous coal & lignite mining

THIS AMENDMENT NO. 4 TO LEASE (the “Amendment”), is made and entered into this 12th day of January, 2017, by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Lessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (“Lessee”).

SEPARATION AND CONSULTING AGREEMENT
Separation and Consulting Agreement • February 18th, 2021 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Kentucky

THIS SEPARATION AND CONSULTING AGREEMENT (“Agreement”) is effective as of December 31, 2020, between Ramaco Resources, Inc., a Delaware corporation (the “Company”) and Michael D. Bauersachs (“Consultant”).

RAMACO RESOURCES, INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Long-Term Incentive Plan • July 5th, 2017 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Kentucky

THIS AGREEMENT (this “Agreement”), made and entered into as of the day of , 20 , by and between Ramaco Resources, Inc., a Delaware corporation (“Ramaco”), and , an employee, director or other individual providing services to Ramaco or one of its Affiliates (“Participant”).

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