0001193125-17-118042 Sample Contracts

WARRIOR MET COAL, LLC RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • April 10th, 2017 • Warrior Met Coal, LLC • Bituminous coal & lignite mining • Delaware

THIS RESTRICTED UNIT AWARD AGREEMENT (the “Agreement”), made as of March 31, 2016 and effective as of the later of April 1, 2016 and the Closing (as defined below) (such later date, the “Date of Grant”), is by and between Warrior Met Coal, LLC (the “Company”) and Stephen D. Williams (the “Participant”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 10th, 2017 • Warrior Met Coal, LLC • Bituminous coal & lignite mining • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2017, is entered into by and among Warrior Met Coal, Inc., a Delaware corporation (the “Company”), the Persons set forth on Schedule A attached hereto, and the other Persons who become signatories hereto following the date hereof (collectively, “Holders”).

WARRIOR MET COAL, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 10th, 2017 • Warrior Met Coal, LLC • Bituminous coal & lignite mining • New York

Warrior Met Coal, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule B-1 hereto (collectively, the “Selling Stockholders”) confirm their respective agreements with each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), set forth in Schedules A and B-1 hereto and (ii) the grant by the Selling Stockholders to the Underwriters, acting severally and not joi

WARRIOR MET COAL, LLC PHANTOM UNIT AWARD AGREEMENT
Phantom Unit Award Agreement • April 10th, 2017 • Warrior Met Coal, LLC • Bituminous coal & lignite mining • Delaware

THIS PHANTOM UNIT AWARD AGREEMENT (the “Agreement”), made as of March 31, 2016 and effective as of the later of April 1, 2016 and the Closing (as defined below) (such later date, the “Date of Grant”), is by and between Warrior Met Coal, LLC (the “Company”) and Stephen D. Williams (the “Participant”).

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