8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2020

RAMACO RESOURCES, INC.

(Exact name of Registrant as specified in its Charter)

Delaware	001-38003	38-4018838
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

250 West Main Street, Suite 1800

Lexington, Kentucky 40507

(Address of principal executive offices)

(859) 244-7455
(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	METC	NASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒

Item 1.01 Entry into a Material Definitive Agreement.

Equipment Loan

On April 16, 2020, Ramaco Resources, Inc., a Delaware corporation (the “Company”),  Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC, as borrowers, entered into an equipment loan (the “Equipment Loan”) with Key Equipment Finance, a Division of KeyBank National Association, as lender, in the principal amount of $4,742,838.68.

The Equipment Loan is evidenced by a promissory note (the “Equipment Note”) effective April 14, 2020. The Equipment Note bears interest at a rate of 7.45% per annum. Principal and interest are payable in thirty-six consecutive monthly installments commencing on May 20, 2020.  The Equipment Loan may be prepaid in whole, but not in part, subject to a prepayment premium equal to 3% of the outstanding principal in months 1-12, 2% of the outstanding principal in months 13-24 and 1% of the outstanding principal thereafter.  The Equipment Loan is secured by certain equipment of the Company and the other borrowers.

The foregoing description of the Equipment Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the Equipment Note, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.

Paycheck Protection Program Loan

On April 17, 2020, the Company, entered into a loan with KeyBank National Association as the lender in the principal amount of $8,444,737 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security (CARES) Act to encourage continued employment of workers.

The PPP Loan is evidenced by a promissory note (the “PPP Note”) dated April 17, 2020 and matures on April 17, 2022. The PPP Note bears interest at a rate of 1.000% per annum. Principal and interest are payable monthly commencing on November 17, 2020 and may be prepaid by the Company at any time prior to maturity with no prepayment penalties.

The foregoing description of the PPP Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the PPP Note, which is attached as Exhibit 10.2 to this report and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions of the Equipment Loan and the PPP Loan in Item 1.01 are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of the Company adopted a revised form of restricted stock award agreement pursuant to the Company’s Long-Term Incentive Plan (the “LTIP”), which principally changed the date for vesting of awards under the LTIP. The LTIP allows for grants of awards, including restricted stock awards, to employees, directors or other individuals that provide services to the Company or its affiliates. The Company expects to use the foregoing newly approved form for future restricted stock award grants under the LTIP.

The description of the form of restricted stock award agreement contained in this Item 5.02 does not purport to be complete and is qualified in its entirety by reference to the form of restricted stock award agreement included as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

Reopening of Elk Creek Mines

The Company will begin to partially reopen its furloughed Elk Creek complex operations and recall approximately one-third of its furloughed workforce during the week of April 20, 2020.  The Company intends to recall all furloughed employees by May 1, 2020.

Amendment to Credit Agreement

On February 20, 2020, the Company entered into that certain First Amendment (the “Amendment”) to the Credit and Security Agreement (the “Existing Credit Agreement”) by and among: (i) Keybank National Association, as administrative agent, collateral agent, lender and issuing bank; (ii) the other lenders party thereto; and (iii) the Company, Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC (collectively, the “Borrowers”) (the Existing Credit Agreement, as so amended, the “Credit Agreement”). The Amendment provides for, among other things, (i) a reduction in the applicable interest rate margins for LIBOR loans from 2.35% to 2.00% with respect to revolving loans and from 4.75% to 2.00% with respect to term loans, (ii) a reduction in the applicable interest rate margins for base rate loans from 1.75% to 1.50% with respect to revolving loans and 3.75% to 1.50% with respect to term loans, (iii) modification of the borrowing base advance rate with respect to eligible coal inventory to be 85% of the net orderly liquidation value of such eligible coal inventory (subject to a maximum limit equal to 55% of the aggregate revolving commitments under the Credit Agreement), (iv) an increase to the concentration limit with respect to eligible accounts owing from any non-investment grade account debtor from 25% of all eligible accounts to 35% of all eligible accounts (and removing concentration limits with respect to any eligible accounts which are insured by third party credit insurance), (v) an extension of the maturity date of the Credit Agreement to December 31, 2023, (vi) an increase in the sublimit for issuances of letters of credit from $1,000,000 to $3,000,000 and (vii) certain other modifications to the Existing Credit Agreement set forth in the Amendment. The capitalized terms that are not defined in this description of the Amendment shall have the meanings given to such terms in the Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 99.1 to this report and incorporated by reference herein.

Loss of “Controlled Company” Status

On April 16, 2020, as a result of issuances of restricted stock approved by the Committee, the ownership of the Company’s common stock held collectively by funds managed by Yorktown Partners LLC fell below 50%, and the Company ceased to qualify as a “controlled company” within the meaning of the NASDAQ corporate governance requirements.  Accordingly, the Company will comply with the phase-in schedule as provided by NASDAQ Rule 5615(c), including the requirement to establish fully independent committees and a majority of independent directors on the Board of Directors within one year of the loss of “controlled company” status.  The Company’s audit committee is currently comprised solely of independent directors, and the Company’s compensation committee is currently comprised of a majority of independent directors.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events and expectations, and it is possible that the results described in this Form 8-K will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These factors include, without limitation, the Company’s beliefs concerning future events, including the COVID-19 pandemic, failure of our sales commitment counterparties to perform, increased government regulation of coal in the United States or internationally, or unexpected decline of demand for coal in export markets and underperformance of the railroads. Any forward-

looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K. The risk factors and other factors noted in the Company’s SEC filings could cause its actual results to differ materially from those contained in any forward-looking statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
10.1	Promissory Note dated April 20, 2020 by Ramaco Resources, Inc., Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC, as borrowers, and Key Equipment Finance, a Division of KeyBank National Association, as lender.
10.2	Promissory Note dated April 17, 2020 by Ramaco Resources, Inc. in favor of KeyBank National Association.
10.3	Form of Restricted Stock Award Agreement.
99.1	First Amendment to Credit and Security Agreement dated as of February 20, 2020 by and among Ramaco Resources, Inc., Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC and Ramaco Resources Land Holdings, LLC, as borrowers, the lenders party thereto and KeyBank National Association as administrative agent, collateral agent, a lender and issuing bank.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAMACO RESOURCES, INC.
By:	/s/ Randall W. Atkins
	Randall W. Atkins Executive Chairman

Date:      April 21, 2020

EX-10.1

Exhibit 10.1

C#: 581058493
Ls#:2001972453

Promissory Note

April 20, 2020

FOR  VALUE RECEIVED, RAMACO  RESOURCES,  INC., a Delaware corporation; RAMACO DEVELOPMENT, LLC, aDelaware limited liability company; RAM MINING, LLC, a Delaware limited liability company; RAMACO COAL SALES, LLC, a Delaware limited liability company; RAMACO RESOURCES, LLC, a Delaware limited liability company; and RAMACO RESOU.RCES LAND HOLDINGS, LLC, a Delaware limited liability company (collectively as "Maker"), promises to pay to the order of KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NATIONAL ASSOCIATION, ("Holder"),the sum of $4,742,838.68 in lawful money of the United States of America (the "Principal"), with interest thereon as hereafter provided ("Interest"), to be paid in the manner set forth herein.

1.    Relationship to Master Security Agreement. This Note is secured by the Master Security Agreement dated as of November 15, 2019 and Collateral Schedule No. 02 dated as of April 14, 2020 thereto (together, the "Master Security Agreement"), and all terms and conditions contained therein are incorporated herein by reference. Capitalized terms used herein without definition shall have the meaning given them in the Master Security Agreement. Maker reaffirms all terms, conditions, representations and warranties contained in the Master Security Agreement except as they may be modified hereby.

2.    Interest Rate. Interest on the balance of the Principal outstanding on this Note shall accrue from the Funding Date of this Note and shall be due and payable at a fixed rate of 7.45 % per annum (the "Interest Rate"). Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

3.    Usury; Place of Payment. (a) Holder does not intend to charge any amount in excess of the maximum amount of time price differential or interest, as applicable, permitted to be charged or collected by applicable law and any such excess amounts will be applied to payments due under this Note, in inverse order of maturity, with any surplus refunded to Maker.

(b) Payment of the Principal and Interest hereunder shall be made to Holder at 1000 S. McCaslin Blvd., Superior, CO 80027, or at such other place as Holder may designate from time to time in writing. Holder reserves the right to require payment on this Note to be made by wired federal funds or other immediately available funds.

4.    Repayment Terms. The Principal and Interest shall be due and payable in 36 consecutive Monthly installments payable in Arrears, each in an amount equal to $147,422.89 commencing and payable on the date which is one (1) month after the Funding Date and on the same day of each month thereafter (each, a "Note Payment Date"). In addition, Maker will pay a late payment charge of five percent (5%) of any payment due hereunder that is not paid on or before the date due hereunder.

5.    Prepayment. Except as contemplated by Section 11(b)(ii) of the Master Security Agreement and except as specifically provided below, Maker may not prepay, in whole or in part, the Principal outstanding hereunder; provided, however, that commencing on the date following the 1-month anniversary of the Funding Date, Maker may prepay, in whole but not in part, the principal outstanding hereunder by paying to Holder such outstanding principal, together with all accrued and unpaid interest thereon, plus a prepayment premium ("Prepayment Premium") equal to a percentage of the outstanding principal calculated as follows:

Months	Prepayment Premium
1-12	3.0%
13-24	2.0%
25-End of Term	1.0%

Form No. 04-550NOTE.31 Page 1 of 2

6.    Application of Payments. Prior to Default, each payment received on this Note shall be applied in the following order: (a} all costs of collection, (b) any unpaid late payment charges, (c} any Prepayment Premium, (d} Interest accrued as of the paymentdate and (e} the balance, if any, to outstanding Principal as of the date received. Upon the occurrence and during the continuance of a Default, any payments in respect of the Secured Obligations and any proceeds of the Collateral when received by Holder in cash or its equivalent, will be applied first to costs of collection and, thereafter, in reduction of the Secured Obligations in such order and manner as Holder may direct in its sole discretion. Maker irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that Holder shall have the continuing and exclusive right to apply any and all such payments and proceeds in the Holder's sole discretion, notwithstanding any entry to the contrary upon any of its books and records

7.    Security. Payment of the Principal and Interest hereunder, and the performance and observance by Maker of all agreements, covenants and provisions contained herein, is secured by a first priority security interest in the Collateral.

8.    General. Maker represents and warrants that this Note evidences a loan for business or commercial purposes. By executing this Note, Maker confirms (a) having read and understood the provisions hereof and (b) Maker's agreement with all terms and conditions contained herein.

9.    Waivers.  MAKER AND ALL ENDORSERS, SURETIES, AND GUARANTORS HEREOF HEREBY JOINTLY AND SEVERALLY WAIVE PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF NON-PAYMENT OR DISHONOR, NOTICE OF INTENTION TO ACCELERATE THE MATURITY, NOTICE OF PROTEST AND PROTEST OF THIS NOTE.

10.    Funding Date. The Funding Date for this Note shall be the date on which Holder disburses funds hereunder. IF THE FUNDING DATE IS LEFT BLANK, OR DOES NOT REFLECT THE ACTUAL DATE HOLDER DISBURSES FUNDS HEREUNDER, MAKER HEREBY AUTHORIZES HOLDER TO FILL IN THE CORRECT DATE AT THE TIME OF DISBURSEMENT.

IN WITNESS WHEREOF, Maker, intending to be legally bound, has caused this Note to be duly executed on the day and year first written above.

MAKER:RAMACO RESOURCES, INC.

RAMACO DEVELOPMENT, LLC

RAM MINING, LLC

RAMACO COAL SALES, LLC

RAMACO RESOURCES, LLC

RAMACO RESOURCES LAND HOLDINGS, LLC

By

Name:  Randall W. Atkins

Title:  Executive Chairman

ATTACHMENT:

Collateral Schedule:  This Note is secured by Collateral Schedule No. 02 dated as of April 14, 2020 to the MasterSecurity Agreement.

Form No. 04-550NOTE.31 Page 2 of 2

EX-10.2

Exhbit 10.2

	held by the designated custodian
DocuSign Envelope ID: 44071F12-2DCD-439E-85E9-D2B7287B1DA6	THIS IS A COPY This is a copy view of the Authoritative Copy held by the designated custodian

U.S. Small Business Administration NOTE

SBA Loan #	54096771-03
SBA Loan Name	Ramaco Resources, Inc.
Date	April 16, 2020
Loan Amount	$8,444,737.00
Interest Rate	1.00%
Borrower	Ramaco Resources, Inc.
Operating Company	N/A
Lender	KeyBank National Association

1. PROMISE TO PAY:

In return for the Loan, Borrower promises to pay to the order of Lender the amount of $8,444,737.00 and 00/100 Dollars, interest on the unpaid principal balance, and all other amounts required by this Note.

2. DEFINITIONS:

“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note. “Guarantor” means each person or entity that signs a guarantee of payment of this Note.

“Loan” means the loan evidenced by this Note.

“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.

“SBA” means the Small Business Administration, an Agency of the United States of America.

3. PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are: The interest rate is 1.00% per year. The interest rate may only be changed in accordance with SOP 50 10.

Borrower must pay principal and interest payments of $355,541.00 every month beginning 7 month(s) from the month this Note is dated; payments must be made on the   calendar day in the months they are due.

Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal.

Form 147-Note	(06/03/02) Version 4.1
Ramaco Resources, Inc.
	Page 1 of 4

	held by the designated custodian
DocuSign Envelope ID: 44071F12-2DCD-439E-85E9-D2B7287B1DA6	THIS IS A COPY This is a copy view of the Authoritative Copy held by the designated custodian

Loan Prepayment:

Notwithstanding any provision in this Note to the contrary:

Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must: a. Give Lender written notice; b. Pay all accrued interest; and c. If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days’ interest from the date lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above.

If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.

All remaining principal and accrued interest is due and payable 2 years from date of Note.

Conditional Loan Forgiveness:

The indebtedness evidenced by this Note may be forgiven, pursuant to and subject to, the terms of the Paycheck Protection Program (15 U.S.C. § 636(a)(36)), and the guidance issued in relation thereto by SBA and/or the U.S. Department of Treasury.

Late Charge: If a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee of up to 5% of the unpaid portion of the regularly scheduled payment.

4. DEFAULT:

Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

A. Fails to do anything required by this Note and other Loan Documents;

B. Defaults on any other loan with Lender;

C. Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;

D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note;

G. Fails to pay any taxes when due;

H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;

I. Has a receiver or liquidator appointed for any part of their business or property;

J. Makes an assignment for the benefit of creditors;

K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;

L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or

M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.

5. LENDER’S RIGHTS IF THERE IS A DEFAULT:

Without notice or demand and without giving up any of its rights, Lender may:

A. Require immediate payment of all amounts owing under this Note;

B. Collect all amounts owing from any Borrower or Guarantor;

C. File suit and obtain judgment;

D. Take possession of any Collateral; or

E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.

6. LENDER’S GENERAL POWERS:

Without notice and without Borrower’s consent, Lender may:

A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;

Form 147-Note	(06/03/02) Version 4.1
Ramaco Resources, Inc.
	Page 2 of 4

	held by the designated custodian
DocuSign Envelope ID: 44071F12-2DCD-439E-85E9-D2B7287B1DA6	THIS IS A COPY This is a copy view of the Authoritative Copy held by the designated custodian

B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;

C. Release anyone obligated to pay this Note;

D. Compromise, release, renew, extend or substitute any of the Collateral; and

E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.

7. WHEN FEDERAL LAW APPLIES:

When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

8. SUCCESSORS AND ASSIGNS:

Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.

9. GENERAL PROVISIONS:

A. All individuals and entities signing this Note are jointly and severally liable.

B. Borrower waives all suretyship defenses.

C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.

D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

F. If any part of this Note is unenforceable, all other parts remain in effect.

G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.

10. BORROWER’S NAME(S) AND SIGNATURE(S):

By signing below, each individual or entity becomes obligated under this Note as Borrower.

Ramaco Resources, Inc.

a(n) DE Corporation

	4/17/2020
Jeremy Sussman	Date
Individual

Form 147-Note	(06/03/02) Version 4.1
Ramaco Resources, Inc.
	Page 3 of 4

	held by the designated custodian
DocuSign Envelope ID: 44071F12-2DCD-439E-85E9-D2B7287B1DA6	THIS IS A COPY This is a copy view of the Authoritative Copy held by the designated custodian

SBA Application / Loan No. 54096771-03

U.S. Small Business Administration

RESOLUTION OF Ramaco Resources, Inc.

(1) RESOLVED, that the members/officers of Ramaco Resources, Inc. (hereinafter referred to as “Organization”) named below, or any one of them, or their, or any one of their, duly elected or appointed successors in office, be and they are hereby authorized and empowered in the name and on behalf of this Organization to execute and deliver to KEYBANK NATIONAL ASSOCIATION (hereinafter referred to as “Lender”) and the Small Business Administration, an agency of the Government of the United States of America (hereinafter called “SBA”), in the form required by the Lender and the SBA, the following documents:

(a) Application for a loan, the total thereof not to exceed in principal amount

$8,444,737.00 (the “Loan”), maturing upon such date or dates and bearing interest at such rate or rates as may be prescribed by the Lender and the SBA, which Loan shall be guaranteed by the SBA pursuant to 15 U.S.C § 636(a)(36);

(b) the Note signed by this Organization evidencing such Loan; and

(c) any other Instruments or Agreements or Loan Documents to be signed by this Organization which may be required by the Lender or the SBA in connection with such Loan;

(2) FURTHER RESOLVED, that any indebtedness heretofore contracted and any Contracts or Agreements or Loan Documents heretofore made with the Lender or the SBA on behalf of this Organization, and all acts of members or agents of this Organization in connection with said indebtedness or said Contracts or Agreements or Loan Documents, are hereby ratified and confirmed;

(3) FURTHER RESOLVED, that the members/officers referred to in the foregoing resolutions are as follows:

Jeremy Sussman	Chief Financial Officer
(Typewrite Name)	(Title)	(Signature)
(Typewrite Name)	(Title)	(Signature)
(Typewrite Name)	(Title)	(Signature)

(4) FURTHER RESOLVED, that the Lender and the SBA are authorized to rely upon the aforesaid resolutions until receipt of written notice of any change.

Modeled from:

SBA Form 160 (7-05) Previous editions obsolete

	held by the designated custodian
DocuSign Envelope ID: 44071F12-2DCD-439E-85E9-D2B7287B1DA6	THIS IS A COPY This is a copy view of the Authoritative Copy held by the designated custodian

2

CERTIFICATION

I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution adopted by Ramaco Resources, Inc. at a meeting duly called and held, at which a quorum was present and voted, or by other duly authorized action in lieu of a meeting, and that such resolution is duly recorded in the minute book of this company; that the members/officers named in said resolution have been duly elected or appointed to, and are the present incumbents of, the respective offices set after their respective names; and that the signatures set opposite their respective names are their true and genuine signatures.

Jeremy Sussman, Individual

Modeled from:

SBA Form 160 (7-05) Previous editions obsolete

	held by the designated custodian
DocuSign Envelope ID: 44071F12-2DCD-439E-85E9-D2B7287B1DA6	THIS IS A COPY This is a copy view of the Authoritative Copy held by the designated custodian

LOAN AGREEMENT

* * * * * * * * * *

THIS LOAN AGREEMENT (“Agreement”) is made on April 16, 2020, between the Ramaco Resources, Inc. and KEYBANK NATIONAL ASSOCIATION identified in the SBA Approval issued by the U.S. Small Business Administration (“SBA”) to Lender, dated April 13, 2020 SBA Loan Number 54096771-03 (“Approval”).

SBA has authorized a guaranty of a loan from Lender to Borrower under the Paycheck Protection Program (15 U.S.C. § 636(a)(36)) (the “Act”) in the original principal amount of $8,444,737.00 (the “Loan”).

In consideration of the promises in this Agreement and for other good and valuable consideration, Borrower and Lender agree as follows:

1. Subject to the terms and conditions of this Agreement, Lender agrees to make the Loan if Borrower complies with the following “Borrower Requirements”. Borrower must:

a. Provide Lender with all certifications, documents or other information Lender is required by the Authorization to obtain from Borrower or any third party;

b. Execute a note and any other documents required by Lender;

c. Complies with the terms and conditions of this Agreement; and

d. Does everything necessary for Lender to comply with the terms and conditions of the Loan.

2. Borrower represents and warrants, as of the date hereof, that:

a. Borrower was in business as of February 15, 2020 and had employees for which Borrower paid salaries, wages, or the equivalent and for which Borrower paid payroll taxes;

b. Borrower has reviewed the Act and represents, warrants and certifies to Lender that Borrower is an eligible applicant under the Act and the guidance promulgated by SBA and U.S. Department of Treasury related thereto;

c. The information provided in the application for the Loan and the information provided in all supporting documents and forms is true and accurate. Borrower acknowledges that knowingly making a false statement to obtain a guaranteed loan from SBA is punishable under 18 USC 1001 and 3571 by imprisonment of not more than five years and/or a fine of up to $250,000; under 15 USC 645 by imprisonment of not more than two years and/or a fine of not more than $5,000; and, if submitted to a Federally insured institution, under 18 USC 1014 by imprisonment of not more than thirty years and/or a fine of not more than $1,000,000;

d. The amount of the Loan was calculated using tax documentation provided by Borrower to Lender. Borrower hereby represents and warrants that these tax documents are identical to those submitted by Borrower to the IRS and that the 

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information contained therein is true, correct and complete;

e. Borrower shall use the Loan only for payroll costs, interest on mortgages, rent, and utilities and Borrower shall use account no. 359681527792 to facilitate application of the Loan towards the approved costs; and

f. Borrower has suffered an adverse impact to its business as a result of the COVID-19 pandemic.

3. Borrower hereby acknowledges the following:

a. Any forgiveness of the Loan amount, in full or in part, is contingent on Borrower using the Loan only for the purposes identified in this Agreement;

b. Any request made by Borrower to Lender for forgiveness of the Loan, in full or in part, shall include documentation verifying the use of Loan proceeds towards permitted uses, satisfactory to Lender it its sole discretion;

c. Any and all information and supporting documentation provided by Borrower to Lender is and shall be true, accurate and complete in all respects.

4. The terms and conditions of this Agreement:

a. Are binding on Borrower and its successors and assigns; and

b. Will remain in effect after the closing of the Loan.

5. Failure to abide by any of the terms of this Agreement will constitute an event of default under the note and other loan documents.

6. If Borrower defaults on the Loan and the SBA suffers a loss, the name of the Borrower will be referred for listing in the CAIVRS database, which may affect their eligibility for further financial assistance.

7. Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement, if any, are intended to authenticate this writing and to have the same force and effect as manual signatures. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Without limiting the generality of the foregoing, delivery of an executed counterpart’s signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.

[SIGNATURE PAGE FOLLOWS]

	held by the designated custodian
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IN WITNESS WHEREOF, the parties hereto have set their hands effective as of the date first written above.

BORROWER:

Ramaco Resources, Inc.

By:
	Jeremy Sussman, Individual

	held by the designated custodian
DocuSign Envelope ID: 44071F12-2DCD-439E-85E9-D2B7287B1DA6	THIS IS A COPY This is a copy view of the Authoritative Copy held by the designated custodian

KEYBANK NATIONAL ASSOCIATION

AUTHORIZATION AND DISBURSEMENT STATEMENT

Dated: 4/17/2020 Loan Amount: $8,444,737.00

RE: Ramaco Resources, Inc.

We acknowledge and agree to the disbursement of $8,444,737.00 of the loan proceeds into checking account no. 359681527792; ABA no. 041001039 maintained in Borrower’s name with KeyBank National Association (“Lender”).

We acknowledge and agree to use the loan proceeds solely for those purposes stated on the undersigned’s application to Lender for the loan, and those purposes approved under the Paycheck Protection Program (15 U.S.C. § 636(a)(36)), including any guidance or regulations issued by U.S. Small Business Administration and/or U.S. Department of Treasury in relation thereto. We acknowledge that Lender is relying on this certification in making the Loan.

BORROWER
Ramaco Resources, Inc.
By:
Jeremy Sussman
Individual

EX-10.3

Exhibit 10.3

RAMACO RESOURCES, INC.

LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT (this “Agreement”), made and entered into as of the    day of        , 20       , by and between Ramaco Resources, Inc., a Delaware corporation (“Ramaco”), and                   , an employee, director or other individual providing services to Ramaco or one of its Affiliates (“Participant”).

WHEREAS, the Committee, acting under the Ramaco Resources, Inc. Long-Term Incentive Plan (the "Plan"), has the authority to award restricted shares of Ramaco's common stock, $0.01 par value per share (the “Common Stock”), to employees, directors or other individuals providing services to Ramaco or an Affiliate; and

WHEREAS, pursuant to the Plan, on        , 20     , the Committee determined to make such an award to Participant on the terms and conditions and subject to the restrictions set forth in the Plan and this Agreement, and Participant desires to accept such award.

NOW, THERFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Certain Definitions.  Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings assigned to such terms in the Plan.

2.Restricted Stock Award.  On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, Ramaco hereby awards to Participant, and Participant hereby accepts, a restricted stock award (the “Award”) of     shares (the “Restricted Shares”) of Common Stock.  The Award is made on the   day of   , 20     (the “Grant Date”).  A certificate representing the Restricted Shares shall be issued in the name of Participant (or, at the option of Ramaco, in the name of a nominee of Ramaco) as of the Grant Date and delivered to Participant on the Grant Date or as soon thereafter as practicable.  Participant shall cause the certificate representing the Restricted Shares, upon receipt thereof by Participant, to be deposited, together with stock powers and any other instrument of transfer reasonably requested by Ramaco duly endorsed in blank, with Ramaco, to be held by Ramaco in escrow for Participant's benefit until such time as the Restricted Shares represented by such certificate are either forfeited by Participant to Ramaco or the restrictions thereon terminate as set forth in this Agreement.

3.Vesting and Forfeiture.

(a)The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Grant Date and shall end on June 30, 20    (the “Vesting Date”).  During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Participant to Ramaco as provided in this Agreement, and Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any of the Restricted Shares (the “Restrictions”), except that the Restrictions shall be removed as to 100% of such shares on the Vesting Date, provided Participant is in the continuous employ or service of Ramaco or an Affiliate until such date.

(b)Following the removal of the Restrictions on any Restricted Shares, Ramaco shall deliver to Participant from escrow a certificate representing shares of Common Stock.

(c)Upon termination of Participant's employment or service with Ramaco and its Affiliates for any reason, (i) Participant shall have no rights whatsoever in and to any of the Restricted Shares as to which the Restrictions have not by that time been removed pursuant to paragraph (a) of this Section, (ii)

all of the Restricted Shares shall automatically revert to Ramaco at no cost and (iii) neither Participant nor any of his or her heirs, beneficiaries, executors, administrators or other personal representatives shall have any rights with respect thereto.

4.Rights as Shareholder.  Subject to the provisions of this Agreement, upon the issuance of a certificate or certificates representing the Restricted Shares to Participant, Participant shall become the record and beneficial owner thereof for all purposes and shall have all rights as a stockholder, including without limitation voting rights and the right to receive dividends and distributions (provided that any such dividend or distribution shall be paid no later than the 15th day of the third month of the calendar year following the calendar year in which the dividend or distribution is declared by Ramaco), with respect to the Restricted Shares.  If and to the extent Ramaco shall effect a stock split, stock dividend or similar distribution with respect to the Common Stock, the stock distributed pursuant thereto shall be held by Ramaco with respect to those Restricted Shares as to which the Restrictions have not yet been removed pursuant to Section 3, and such additional stock shall enjoy the privileges and be subject to the Restrictions applicable to the Restricted Shares.

5.Optional Issuance in Book-Entry Form.  Notwithstanding the foregoing, at the option of Ramaco, any shares of Common Stock that under the terms of this Agreement are issuable in the form of a stock certificate may instead be issued in book-entry form.

6.Withholding Taxes.

(a)Participant may elect, within 30 days of the Grant Date and on notice to Ramaco, to realize income for federal income tax purposes equal to the fair market value of the Restricted Shares on the Grant Date.  In such event, Participant shall make arrangements satisfactory to Ramaco or the appropriate Affiliate to pay in the calendar year that includes the Grant Date any federal, state or local taxes required to be withheld with respect to such shares.

(b)If no election is made by Participant pursuant to Section 6(a) hereof, then upon the termination of the Restrictions applicable hereunder to all or any portion of the Restricted Shares, Participant (or in the event of Participant's death, the administrator or executor of Participant's estate) will pay to Ramaco or the appropriate Affiliate, or make arrangements satisfactory to Ramaco or such Affiliate regarding payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares with respect to which such Restrictions have terminated.

(c)Any provision of this Agreement to the contrary notwithstanding, if Participant does not satisfy his or her obligations under paragraphs (a) or (b) of this Section, Ramaco shall, to the extent permitted by law, have the right to deduct from any payments made under the Plan, regardless of the form of such payment, or from any other compensation payable to Participant, whether or not pursuant to this Agreement or the Plan and regardless of the form of payment, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares.

7.Reclassification of Shares.  In the event of any reorganization, recapitalization, stock split, stock dividend, merger, consolidation, combination of shares or other change affecting the Common Stock, the Committee shall make adjustments in accordance with the Plan.  Any such adjustments made by the Committee shall be conclusive.

8.Effect on Employment.  Nothing contained in this Agreement shall confer upon Participant the right to continue in the employment or service of Ramaco or any Affiliate or affect any right which Ramaco or any Affiliate may have to terminate the employment or service of Participant.  This Agreement does not constitute evidence of any agreement or understanding, express or implied, that Ramaco or any Affiliate will retain Participant as an employee for any period of time or at any particular rate of compensation.

9.Legends.  A legend may be placed on any certificate(s) or other document(s) delivered to Participant or substituted therefore indicating restrictions on transferability of the Restricted Shares pursuant to this Agreement or referring to any stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, NASDAQ or any other stock exchange or association upon which the Common Stock is then listed or quoted, any applicable federal or state securities laws, and any applicable corporate law, and any transfer agent of Ramaco shall be instructed to require compliance therewith.

10.Assignment.  Ramaco may assign all or any portion of its rights and obligations under this Agreement.  The Award, the Restricted Shares and the rights and obligations of Participant under this Agreement may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of by Participant.

11.Binding Effect.  This Agreement shall be binding upon and inure to the benefit of (i)  Ramaco and its successors and assigns, and (ii) Participant and his or her heirs, devisees, executors, administrators and personal representatives.

12.Governing Law; Exclusive Forum; Consent to Jurisdiction.  This Agreement shall be governed by the laws of the State of Delaware except for its laws with respect to conflict of laws.  The exclusive forum for any lawsuit arising from or related to this Agreement shall be a state or federal court in Fayette County, Kentucky.  This provision does not prevent Ramaco from removing to an appropriate federal court any action brought in state court.  PARTICIPANT HEREBY CONSENTS TO, AND WAIVES ANY OBJECTIONS TO, REMOVAL TO FEDERAL COURT BY RAMACO OF ANY ACTION BROUGHT AGAINST IT BY PARTICIPANT.

[Signature Page Follows.]

IN WITNESS WHEREOF, Ramaco and Participant have executed this Agreement as of the date first written above.

RAMACO:

RAMACO RESOURCES, INC.

By:

PARTICIPANT:

Participant Name:

RAMACO RESOURCES, INC.

LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

SIGNATURE PAGE

STOCK POWER AND ASSIGNMENT

SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED and pursuant to that certain Ramaco Resources, Inc. Long Term Incentive Plan and the Restricted Stock Award Agreement dated ________, 20___ (the "Agreement"), the undersigned Participant hereby sells, assigns and transfers unto         shares of Common Stock, $0.01 par value per share, of Ramaco Resources, Inc., a Delaware corporation ("Ramaco"), standing in the undersigned's name on the books of Ramaco and does hereby irrevocably constitute and appoint the Secretary of Ramaco as the undersigned's attorney-in-fact, with full power of substitution, to transfer said stock on the books of Ramaco.  THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.

Dated:  ______________________

PARTICIPANT

Participant Signature

Participant Printed Name

EX-99.1

Exhibit 99.1

Execution Version

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT

This first Amendment TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of February 20, 2020, is by and among by and among Ramaco Resources, Inc., a Delaware corporation, Ramaco Development, LLC, a Delaware limited liability company, RAM Mining, LLC, a Delaware limited liability company, RAMACO Coal Sales, LLC, a Delaware limited liability company, Ramaco Resources, LLC, a Delaware limited liability company and RAMACO Resources Land Holdings, LLC, a Delaware limited liability company (collectively, “Borrower”), the lenders party hereto (collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent, Collateral Agent, a Lender, andthe Issuer (“Agent”).

BACKGROUND

A.Borrower, the Lenders party thereto and Agent entered into that certain Credit and Security Agreement dated as of November 2, 2018  (as may be amended, modified, extended, or restated from time to time, the “Agreement”), pursuant to which Agent and the Lenders extended certain financing accommodations to Borrower.

B.The parties hereto have agreed to modify the terms and conditions of the Agreement as more fully set forth herein.

C.Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.

NOW THEREFORE, in consideration of the terms, conditions and covenants set forth below, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound hereby, promise and agree as follows:

1. Amendment to Section 1.2 (New Definitions).  Section 1.2 of the Agreement is hereby amended by adding the following definitions thereto in proper alphabetical order:

“Credit Insured Accounts” shall mean Eligible Accounts that are insured by third party credit insurance and satisfactory in all respects to the Agent in its Permitted Discretion.

2. Amendment to Section 1.2 (Existing Definitions).  Section 1.2 of the Agreement is hereby amended by deleting the following definitions in their entirety and replacing them with the following:

“Applicable Base Rate Margin”  shall mean 1.50%.

“Applicable Letter of Credit Fee Percentage” shall mean 2.00%.

“Applicable Libor Rate Margin” shall mean 2.00%.  

“Borrowing Base” shall mean, at any time, the sum of:

(a)the lesser of (i) up to 100% of each Borrower’s Eligible Cash Collateral at such time and (ii) $5,000,000, plus

(b)up to 85% of each Borrower’s Eligible Accounts at such time, plus

(c)the lesser of (i) the product of 85% multiplied by the Net Orderly Liquidation Value multiplied by each Borrower’s Eligible Coal Inventory, valued at the lower of cost or net realizable value, determined on a first in first out (FIFO) basis at such time, and (ii) 55% of the Aggregate Revolving Commitment,  minus

(d)Reserves.

The Agent may, from time to time, in its Permitted Discretion, reduce the advance rates set forth above, adjust Reserves or reduce one or more of the other elements used in computing the Borrowing Base.

“Eligible Accounts” subpart (o):

(o)which, for any Account Debtor, the aggregate amount of Accounts owed from such Account Debtor exceeds 35% (40% for investment grade Account Debtors acceptable to the Agent in its Permitted Discretion) of all Eligible Accounts to the extent of such excess; provided that such limitations shall not apply to Credit Insured Accounts; 

“Facility Termination Date” shall mean December 31, 2023, or such other date that this Agreement and the obligations of parties hereto are terminated.

3. Amendment to Section 2.8  (Letters of Credit).  Section 2.8 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

2.8Letters of Credit.  Subject to the terms and conditions hereof, the Issuer shall issue or cause the issuance of letters of credit (“Letters of Credit”) on behalf of the Borrowers; provided, however, that the Issuer will not be required to issue or cause to be issued any Letters of Credit to the extent that the face amount of such Letters of Credit would then cause the Revolving Exposure to exceed the Maximum Borrowing Amount.  The maximum amount of Letters of Credit outstanding shall not exceed $3,000,000 in the aggregate at any time.  All disbursements or payments related to Letters of Credit shall be charged to the Loan Account as a Revolving Loan that is a Base Rate Loan and added to the Obligations.  

4. Amendment to Section 4.10 (Inspection of Premises; Appraisals).  Section 4.10 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

4.10Inspection of Premises; Appraisals.  At all times as the Agent reasonably deems necessary, the Agent shall have full access to and the right to audit, check, inspect and make abstracts and copies from each Loan Party’s books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Loan Party’s business.  The Agent and its agents may enter upon any of each Loan Party’s premises at any time during

2

business hours and at any other reasonable time, and from time to time as the Agent deems necessary or desirable, for the purpose of auditing, inspecting and appraising the Collateral and any and all records pertaining thereto and the operation of such Loan Party’s business.  The Agent shall have the right to conduct such audits, including “Desk Top” appraisals, inspections and appraisals at such times as the Agent deems necessary, in each case, at the Borrowers’ expense; provided that, notwithstanding the foregoing or anything else contained herein to the contrary, the Borrowers shall be required to pay for no more than two (2) field exams and one (1) appraisal per calendar year unless an Event of Default occurs, in which case such limitation shall not apply.

5. Amendment to Section 7.3 (Guarantees).  Section 7.3 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

7.3Guarantees.  Except as set forth Schedule 7.3, become liable upon the obligations of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to the Agent, any Lender or the Issuer), except (a) the endorsement of checks in the ordinary course of business, (b) guarantees made by a Loan Party with respect to the Obligations of another Loan Party, (c) guarantees incurred by any Loan Party in respect of Indebtedness of any other Loan Party permitted by Section 7.8, and (d) unless an Event of Default has occurred and is continuing, unsecured guarantees of mineral rights leases and royalty agreements if such guarantees contain customary terms and conditions consistent with existing guarantees; provided that, the Borrower Representative shall have provided prior written notice to the Agent of any such guarantees.

6. Fees and Expenses.  To induce Agent to enter into this Amendment, Borrower hereby agrees to pay Agent an extension fee in the amount of $45,000 (the “Extension Fee”), which shall be payable and earned in full upon the execution and delivery of this Amendment.  In addition to the Extension Fee, Borrower shall reimburse Agent for all costs and expenses incurred in connection with this Amendment, including, without limitation, attorneys’ fees.

7. Conditions Precedent.  In addition to all of the other conditions and agreements set forth herein, the effectiveness of this Amendment is subject to the following conditions precedent (each of such documents and/or actions to be in form and substance acceptable to Agent in its sole discretion):

(a) Execution and delivery of this Amendment by all parties hereto; and

(b) Agent shall have received such other and further documentation as Agent may reasonably deem necessary or appropriate to accomplish the terms set forth herein.

8. Representations and Warranties.  Borrower hereby represents and warrants to Agent that (a) Borrower has the legal power and authority to execute and deliver this Amendment, (b) the officials executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof, (c) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not violate or conflict with the organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any provisions of or constitute a default under any Material Business Agreement or any other agreement,

3

instrument or document binding upon or enforceable against Borrower, (d) this Amendment constitutes a valid and binding obligation upon Borrower in every respect except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar federal or state laws or judicial decisions relating to the rights of creditors, (e) no event or condition which has or could reasonably be expected to have a Material Adverse Effect as to Borrower has occurred from the Closing Date to the date hereof, and (f) no Default or Event of Default is outstanding under the Agreement.

9. Governing Law; Use of Terms Etc.  Except as previously amended or as herein specifically amended, directly or by reference, all of the terms and conditions set forth in the Agreement are confirmed and ratified, and shall remain as originally written.  This Amendment shall be construed in accordance with the laws of the State of Ohio, without regard to principles of conflict of laws.  The Agreement and all other Loan Documents shall remain in full force and effect in all respects as if the unpaid balance of the principal outstanding, together with interest accrued thereon, had originally been payable and secured as provided for therein, as amended from time to time and as modified by this Amendment.  Nothing herein shall affect or impair any rights and powers which Agent may have under the Agreement and any and all related Loan Documents. 

10. No Set Offs Etc.  Borrower hereby declares that Borrower has no set offs, counterclaims, defenses or other causes of action against Agent arising out of the Agreement, any Loan Document or any related documents, and to the extent any such set offs, counterclaims, defenses or other causes of action may exist, whether known or unknown, such items are hereby waived by Borrower. 

11. Confirmation of Security Interests.  Borrower confirms and agrees that all prior security interests and liens granted to Agent in all existing and future assets of Borrower remain unimpaired and in full force and effect and shall continue to cover and secure all Obligations.  Borrower further confirms and represents that all of the Collateral of Borrower remains free and clear of all liens other than those in favor of Agent or as otherwise permitted in the Agreement.  Nothing contained herein is intended to in any way impair or limit the validity, priority or extent of Agent’s security interest in and liens upon the collateral of Borrower. 

12. Obligations Absolute.  Borrower covenants and agrees (a) to pay the balance of any principal, together with all accrued interest, as specified above in connection with any promissory note executed and evidencing any indebtedness incurred in connection with the Agreement, as modified by this Amendment pursuant to the terms set forth therein, and (b) to perform and observe covenants, agreements, stipulations and conditions on its part to be performed hereunder or under the Agreement and all other documents executed in connection herewith or thereof.

13. Release.  Borrower hereby releaseS, waiveS and forever relinquishES all claims, demands, obligations, liabilities and causes of action of whatever kind or nature, whether known or unknown, including any so-called “lender liability” claims or defenses which IT HAS, may have, or might assert now or in the future against AGENT and/or ITS respective officers, directors, employees, agents, attorneys, accountants, consultants, successors, and assigns (individually, EACH a “Releasee” and collectively, the “Releasees”), directly or indirectly, arising out of, based upon, or in any manner connected with (A) any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, or was taken or permitted prior to the execution of this Amendment with respect to the Obligations, the Agreement, the other

4

Documents, or the administration thereof, (B) any discussions, commitments, negotiations, conversations, or communications with respect to the Obligations PRIOR TO THE DATE HEREOF or (C) any thing or matter related to any of the foregoing prior to the execution of this Amendment.  The inclusion of this paragraph in this Amendment and the execution of this Amendment by AGENT does not constitute an acknowledgment or admission by AGENT of liability for any matter, or a precedent upon which any liability may be asserted.

14. Non-Waiver.  This Amendment does not obligate Agent to agree to any other modification of the Agreement nor does it constitute a course of conduct or dealing on behalf of Agent or a waiver of any other rights or remedies of Agent.  No omission or delay by Agent in exercising any right or power under the Agreement, this Amendment or any related instruments, agreements or documents will impair such right or power or be construed to be a waiver of any Default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and no waiver will be valid unless in writing and then only to the extent specified.

15. Incorporation.  This Amendment is incorporated by reference into, and made part of, the Agreement which, except as expressly modified herein, remains in full force and effect in accordance with its terms.

16. No Modification.  No modification of this Amendment or of any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

17. Headings.  The headings of any section or paragraph of this Amendment are for convenience only and shall not be used to interpret any provision of this Amendment.

18. Successors and Assigns.  This Amendment will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

19. Severability.  The provisions of this Amendment are to be deemed severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

20. Counterparts, Electronic Signature.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature by facsimile, email or other electronic method shall have the same force and effect as an original signature hereto.

21. Jury Waiver.    THE PARTIES HERETO hereby waive any and all right to trial by jury in any action or proceeding relating to this AMENDMENT, any of the Loan Documents, any document delivered hereunder or in connection herewith, or any transaction arising from or connected to any of the foregoing.  THE pARTIES represent that this waiver is knowingly, willingly and voluntarily given.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered on the date first set forth.

BORROWER:

RAMACO RESOURCES, INC.,

  a Delaware corporation

By:                                                                           

Name: Randall W. Atkins

Title: Executive Chairman

RAMACO DEVELOPMENT, LLC,

  a Delaware limited liability company

By:                                                                           

Name: Randall W. Atkins

Title: Treasurer

RAM MINING, LLC,

  a Delaware limited liability company

By:                                                                           

Name: Randall W. Atkins

Title: Treasurer

RAMACO COAL SALES, LLC,

  a Delaware limited liability company

By:                                                                           

Name: Randall W. Atkins

Title: Treasurer

RAMACO RESOURCES, LLC,

  a Delaware limited liability company

By:                                                                           

Name: Randall W. Atkins

Title: Treasurer

RAMACO RESOURCES LAND HOLDINGS, LLC,

  a Delaware limited liability company

By:                                                                           

Name: Randall W. Atkins

Title: Treasurer

Signature Page to First Amendment to Credit and Security Agreement

AGENT:

KEYBANK NATIONAL ASSOCIATION,

a national banking association

By:                                                                           

Name: Timothy W. Kenealy

Title: Vice President

Signature Page to First Amendment to Credit and Security Agreement