0001193125-16-807449 Sample Contracts

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.

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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.

SECOND AMENDMENT TO SUBLEASE [Berwind Leasehold Premises]
Sublease • December 29th, 2016 • Ramaco Resources, Inc. • 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. 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”).

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”).

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 Amendment • 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”).

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”.

SUBLEASE [Berwind Land Company Leasehold Premises]
Sublease • December 29th, 2016 • Ramaco Resources, Inc. • 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”).

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 • 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]
Sublease • December 29th, 2016 • Ramaco Resources, Inc. • 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”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED LEASE
Lease Amendment • 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”).

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 Amendment • 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”).

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