0001493152-16-007054 Sample Contracts

Contract
Securities Purchase 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”).

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JOINT FILING AGREEMENT
Joint 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.

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