6,000,000 Shares Ramaco Resources, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2017 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • New York
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • February 7th, 2017 • Ramaco Resources, Inc. • Bituminous coal & lignite mining • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of February 1, 2017 (the “Effective Date”), is entered into by and among Ramaco Development, LLC, a Delaware limited liability company (“Ramaco Development”), Ramaco Resources, Inc., a Delaware corporation (the “Company”), Ramaco Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Yorktown Energy Partners IX, L.P. (“Yorktown IX”), Yorktown Energy Partners X, L.P. (“Yorktown X”), Yorktown Energy Partners XI, L.P. (“Yorktown XI” and together with Yorktown IX and Yorktown X, “Yorktown”), Energy Capital Partners Mezzanine Opportunities Fund, LP, (“ECP Mezzanine”) Energy Capital Partners Mezzanine Opportunities Fund A, LP (“ECP Mezzanine A”), ECP Mezzanine B (Ramaco IP), LP (“ECP Mezzanine B” and together with ECP Mezzanine and ECP Mezzanine A, “ECP”), Randall W. Atkins (“Atkins”) and Michael D. Bauersachs (“Bauersachs”). Ramaco Development, the Company, Merger Sub, Yorktown, ECP, Atkins and Bauersachs are e
