0001493152-18-005327 Sample Contracts

William L. Tuorto Employment Agreement
Employment Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Kentucky

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the __ day of December, 2016 (the “Effective Date”), by and between Rhino GP LLC, a Delaware limited liability company (the “Employer”) and William L. Tuorto (“Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Kentucky

THIS AGREEMENT is made and entered into this 31st day of January 2018, effective the 1st day of January 2018, (the “Effective Date”) between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and Scott Morris (“Executive”).

GUARANTY FEE AND INDEMNITY AGREEMENT
Guaranty Fee and Indemnity Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Kentucky

This Guaranty Fee and Indemnity Agreement (this “Agreement”) is executed on December 5, 2017, to be effective as provided for herein, by and among Rhino Resource Partners LP, a Delaware limited partnership (“Rhino”), and Royal Energy Resources, Inc., a Delaware corporation (“Royal”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of January 2018, (the “Effective Date”) between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and William L. Tuorto (“Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of January 2018, (the “Effective Date”) between Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and Brian Hughes (“Executive”).

WARRANT AGREEMENT
Warrant Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • New York

WARRANT AGREEMENT (the “Agreement”), dated as of [_____], 2018, to be effective as of December 27, 2017, by and among Rhino Resource Partners LP, a Delaware limited partnership (the “Issuer”), and the investors listed on the Schedule of Holders attached hereto (individually, a “Holder” and collectively, the “Holders”).

COAL SALES FEE AGENCY AGREEMENT
Coal Sales Fee Agency Agreement • April 17th, 2018 • Royal Energy Resources, Inc. • Bituminous coal & lignite surface mining • Kentucky

This COAL SALES FEE AGENCY AGREEMENT (this “Agreement”) dated December 5, 2017 effective as provided for herein, is between Rhino Energy LLC (“Rhino”) and Royal Energy Resources, Inc. (“Agent”). For purposes of this Agreement, Rhino and its Affiliates and subsidiaries, are sometimes referred to individually as “Producer” and collectively as the “Producers”. Each of the Agent and the Producers are sometimes referred to individually as a “Party” and collectively as the “Parties.”

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