Asset Purchase Agreement, dated as of December 7, 2017, by among Blackjewel L.L.C., as purchaser, and Contura Coal West, LLC, Contura Wyoming Land, LLC and Contura Coal Sales, LLC, as seller

the Owned Real Property;

an amount of cash equal to (i) the Estimated Pre-Closing Wyoming Production Tax Liabilities Amount and (ii) subject to Section ‎3.5, the Estimated Maintenance Contracts Amount;

the Leases, excluding any claims and causes of action under the Leases to the extent arising out of any event occurring prior to the Closing, other than claims and causes of action related to any Prepaid Assets;

amounts prepaid under the Leases, including, without limitation, any recoupable advance minimum royalties (“Prepaid Assets”);

the Contracts, including the Contracts listed on Schedule ‎2.1(e), excluding any claims and causes of action under the Contracts to the extent arising out of any event occurring prior to the Closing (including the rights of Seller under any Contracts with respect to Accounts Receivable);

the Tangible Personal Property, including the Tangible Personal Property listed on Schedule ‎2.1(f);

the Permits, including the Permits listed on Schedule ‎2.1(g), but excluding any Excluded Permits;

the Inventory;

the Software;

Seller’s membership interests in Wyoming Quality Healthcare Coalition, LLC;

Seller’s patronage capital credits , accrued and future power bill credits, interests in the Risk Management Fund and interests to funds in the coal bed methane Cost of Retirement Fund, in each case on the records of Powder River Energy Corporation; and

all engineering and operational data, charts, surveys, maps, plans, drawings, computer files, permit applications, books, records, data, title and other reports, tax tickets, tax appraisals, documents, papers, instruments and all other materials of all kinds to the extent related to the Real Property or the Mines and locatable after diligent search in good faith other than such materials to the extent relating to any Retained Assets (collectively, the “Data”) (provided, Seller may retain copies of such Data).

cash and cash equivalents owned by the Seller, other than the Wyoming Production Tax Liabilities Amount and the Maintenance Contracts Amount;

all accounts, payments or notes receivable held by Seller and/or any of its Affiliates as of the Closing (whether or not then due), and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”);

the rights that accrue or may accrue to the Seller under this Agreement and/or the Ancillary Agreements;

all contracts and agreements other than the Contracts and the Leases;

all claims and causes of action under the Contracts and the Leases to the extent arising from any event occurring prior to the Closing, including claims and causes of action for refund of amounts paid by Seller prior to the Closing, but excluding claims and causes of action under the Leases related to any Prepaid Assets;

all rights and claims arising out of the audit being conducted by the State of Wyoming, Department of Audit, Mineral Audit Division, on its own behalf and for the Office of Natural Resources Revenue of the U.S. Department of the Interior for the period from 2013 through 2015, inclusive (the “Wyoming Audit”);

the Excluded Permits;

all prepaid utility deposits and payments;

all minute books, organizational documents, and such other books and records of Seller as pertains to ownership, organization or existence of the Business;

Tax assets of Seller in respect of the Purchased Assets with respect to a Pre-Closing Tax Period;

all insurance policies of Seller and its Affiliates and rights thereunder;

all personnel records and other records that Seller is required by law to retain in its possession;

all rights in connection with and assets of the Employee Plans;

any patents, trademarks, trade names, service marks, copyrights, domain names, know-how and all other intellectual property and proprietary rights owned by Seller or its Affiliates;

any claims or defenses in any Proceedings in which Seller is a plaintiff;

any bonds or other collateral of Seller or its Affiliates posted with respect to any Permits or Leases;

all software other than the Software; and

the property and assets set forth on Schedule ‎2.2(r).

(i) all Liabilities arising from the performance or failure to perform after the Closing Date of the Contracts, the Leases and the Maintenance Contracts, including any advance minimum or similar royalty obligations, and (ii) any Liabilities for unpaid pre-Closing expenses under the Maintenance Contracts;

all Reclamation obligations related to the Purchased Assets or the Business;

all Environmental Liabilities relating to the Purchased Assets or the Business, excluding any monetary fines and penalties for which Seller or any of its Affiliates have received a written notice of violation or notice of claim (or other written notice of similar legal intent or meaning) from any Governmental Agency on or prior to the Closing and excluding the Liabilities set forth in Section ‎2.4(a);

all Liabilities related to Trade Payables of the Business incurred after the Closing Date (for the avoidance of doubt, regardless of when the corresponding purchase order or commitment was entered into);

the Pre-Closing Wyoming Production Tax Liabilities, but only to the extent of the actual Pre-Closing Wyoming Production Tax Liabilities Amount determined in accordance with Section ‎3.4;

(i) all Taxes arising out of, relating to or in respect of the Purchased Assets with respect to any Post-Closing Tax Period and (ii) Taxes that are allocated to the Purchaser pursuant to ‎Article VII;

all Liabilities of any kind whatsoever arising from (i) ownership of the Purchased Assets or the operation of the Business by Purchaser (other than the Retained Business) or (ii) except as otherwise provided herein, the employment of the Employees hired by the Purchaser pursuant to Section ‎8.10, in each case to the extent arising after the Closing Date;

50% of any CSA Assignment Losses;

all Liabilities related to Seller’s membership interests in Wyoming Quality Healthcare Coalition, LLC; and

all Liabilities under the Seller NOVs, (but if received prior to the date hereof, only if listed on Schedule ‎2.3(j)), other than Liabilities for fines and assessments.

any Liability of the Seller for any fines or assessments and for third party costs to correct all non-compliance and to perform all abatement measures required by the applicable Governmental Agency, in each case to the extent arising out of any written notice of violation issued on or prior to the Closing with respect to any Permit;

any Liabilities related to (i) the performance or failure to perform of the Contracts or Leases on or prior to the Closing Date, including amounts due

any monetary fines and penalties arising from Environmental Claims by any Governmental Agency alleging noncompliance with Environmental Law for which the Seller or any of their Affiliates had written notice on or prior to the Closing;

all Liabilities of Seller to the extent related to the Retained Assets and the Retained Business;

all Liabilities for Trade Payables of the Business to the extent incurred on or prior to the Closing Date;

any Liability or obligation of the Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes (except to the extent explicitly assumed in Section ‎2.3(e) or ‎2.3(f);

all Liabilities of Seller relating to the compensation and benefits (including stock options and other equity-based compensation), salary, commissions and bonuses payable or granted to, incurred, or earned or accrued, or which should have been accrued, in respect of service performed by, employees of the Business on or prior to the Closing;

any Liability related to the employment or termination of any Employee by the Seller (including any workers’ compensation claims, occupational injury, discrimination claims, payroll, employment, compensation plan, program, agreement or arrangement of the Seller and any termination by the Seller in connection with the consummation of the transactions contemplated by this Agreement) to the extent arising out of or in connection with any event or condition which occurred or existed on or prior to the Closing except as set forth in Section ‎8.10(c) or as otherwise provided by Legal Requirements;

all Liabilities in connection with the Employee Plans;

any Liability of the Seller for Selling Expenses;

50% of any CSA Assignment Losses; and

any Liability related to the Wyoming Audit.

The Purchaser shall prepare, and provide to the Seller for its review and comment, a statement allocating the amount treated for U.S. federal income tax purposes as paid for the Purchased Assets among the Purchased Assets in accordance with Section 1060 of the Code within 30 days of the Closing Date (the “Allocation Statement”). If the Seller objects to such Allocation Statement within 30 days of receipt of such Allocation Statement, the Purchaser and the Seller shall in good faith resolve their differences within 20 days of the Purchaser having received the Seller’s good faith objection (any Allocation Statement agreed to by the parties, an “Agreed Allocation Statement”). If Seller and Purchaser cannot mutually agree upon such allocation, Seller and Purchaser shall be free to file their own asset allocation statement.

Seller and Purchaser agree to (i) be bound by an Agreed Allocation Statement and (ii) act in accordance with any such Agreed Allocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing).

Schedule ‎3.5 sets forth the Maintenance Contracts Amount as of November 30, 2017 (the “Estimated Maintenance Contracts Amount”). Within 45 days after the Closing, Seller shall provide to Purchaser its calculation of the Maintenance Contracts Amount as of the Closing (the “Closing Maintenance Contracts Amount”), which Purchaser shall have the right to review and approve within 10 days of receipt, such approval not to be unreasonably withheld.

At the Closing, Seller shall pay the Estimated Closing Maintenance Contracts Amount to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser.

Promptly following the determination of the Closing Maintenance Contracts Amount pursuant to Section ‎3.5(a), (i) if the Closing Maintenance Contracts Amount exceeds the Estimated Maintenance Contracts Amount, Seller shall promptly pay the amount of such excess to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, and (y) if the Closing Maintenance Contracts Amount is less than the Estimated Maintenance Contracts Amount, Purchaser shall promptly pay the amount of such deficit to Seller, by wire transfer of immediately available funds to an account designated by Seller.

Nothing in this Section 3.5 shall alter the allocation of Assumed Liabilities and Retained Liabilities in respect of the Maintenance Contracts.

After the payment to Purchaser at Closing of the Estimated Maintenance Contracts Amount, and to the extent that the provisions of Section 8.5 apply to the transfer of a Maintenance Contract, then until such time as such Maintenance Contract can be transferred to Purchaser, Purchaser shall assume all obligations, including payment obligations, of Seller under such Maintenance Contract, which performance shall be guaranteed pursuant to the Purchaser Corporate Guaranty.

one or more bills of sale, in substantially the form of Exhibit A attached hereto (the “Bill of Sale”), in each case duly executed by each applicable Seller;

an Assumed Liabilities assignment and assumption agreement, in substantially the form of Exhibit B attached hereto (the “Liabilities Assignment and Assumption Agreement”), duly executed by each applicable Seller;

an assignment and assumption of Leases, in substantially the form of Exhibit C attached hereto (the “Lease Assignments”), for each Lease, duly executed and notarized by each applicable Seller, and which in the case of federal and state leases, shall also include certain transfer and assignment instruments to be executed by Seller and Purchaser as required under applicable Legal Requirements;

one or more assignment and assumption agreements of Contracts, in substantially the form of Exhibit D attached hereto (the “Contract Assignments”) duly executed by each applicable Seller;

the Back-To-Back Coal Supply Agreements duly executed by each applicable Seller;

Permit Transfer Applications, duly executed by each applicable Seller, as and to the extent applicable;

a permit operating agreement, in substantially the form of Exhibit E (the “Permit Operating Agreement”) duly executed by each applicable Seller entity;

the Deeds, in substantially the form of Exhibit F, duly executed and notarized by each applicable Seller, along with any documents (including transfer tax forms) required by the applicable city, county, or state to effectuate the recording of the Deed (other than any Deeds or any such documents relating to the Ranches, which shall be delivered pursuant to Section ‎8.5(e);

the Royalty Agreement, in substantially the form of Exhibit G, duly executed and notarized by each applicable Seller, along with any documents (including transfer tax forms) required by the applicable city, county, or state to effectuate the recording of the Royalty Agreement;

at Closing or as soon thereafter as practicable, appropriate termination statements under the Uniform Commercial Code and release of Liens set forth on Schedule ‎4.2(j);

all certificates of title necessary to transfer to the Purchaser any vehicles or other Purchased Assets the ownership of which is evidenced by a certificate of title, duly executed by each applicable Seller;

a certificate of the Secretary of State of Delaware as to the good standing of each Seller entity in such jurisdiction dated within 15 days of the Closing Date;

a certificate of the Secretary of each Seller entity certifying as to resolutions duly adopted by its Board of Managers and/or by its member(s), as applicable, authorizing the execution and delivery of this Agreement and the Ancillary Agreements by such Seller and its performance of the transactions contemplated hereby and thereby;

a certification, signed under penalties of perjury and dated not more than 30 days prior to the Closing Date, that satisfies the requirements of Treasury

a certificate executed by Seller, dated as of the Closing Date, in accordance with Section ‎9.2(b); and

the Estimated Pre-Closing Wyoming Production Tax Liabilities Amount and the Estimated Maintenance Contracts Amount.

the Bill(s) of Sale duly executed by the Purchaser (or, in the case of the Explosives, a document executed by a Person duly licensed to possess the Explosives sufficient to evidence the transfer of possession of the Explosives by Seller to such Person);

the Liabilities Assignment and Assumption Agreement, duly executed by the Purchaser;

the Lease Assignments, duly executed and notarized by the Purchaser;

the Contract Assignments, duly executed by the Purchaser;

the Back-To-Back Coal Supply Agreements duly executed by Purchaser;

Permit Transfer Applications, duly executed by Purchaser, as and to the extent applicable;

the Permit Operating Agreement, duly executed by the Purchaser;

the Royalty Agreement, duly executed and notarized by the Purchaser;

the Purchaser Corporate Guaranty, duly executed by Blackjewel Holdings L.L.C.;

evidence satisfactory to the Seller that the Purchaser has obtained all bonds or other collateral required by any Governmental Agency to replace the Seller’s Reclamation Performance Bonds and Lease Bonds;

a certificate of the Secretary of State of the State of Wyoming as to the good standing of the Purchaser in such jurisdiction dated within 15 days of the Closing Date;

a certificate of the Secretary of the Purchaser certifying as to resolutions duly adopted by the member of the Purchaser authorizing the execution and delivery of this Agreement and the Ancillary Agreements by the Purchaser

a certificate executed by Purchaser, dated as of the Closing Date, in accordance with Section ‎9.3(b).

Except as set forth on Schedule ‎5.5(a), Seller is in compliance in all material respects with all applicable Legal Requirements and Orders applicable to the Business or the Purchased Assets. The Seller has not received any written notice of or, to the Seller’s Knowledge, been charged with the material violation of any Legal Requirements in connection with the Business or the Purchased Assets. As of the date hereof, the Seller has not received written notice that it is under investigation with respect to the violation of any Legal Requirements in connection with the Business, and, to the Seller’s Knowledge, there are no facts or circumstances which could form the basis for any such material violation. To Seller’s Knowledge, the contractors and similar designees of the Seller who have operated the Mines at the direction of the Seller, have, at all times, operated the Mines in compliance in all material respects with applicable Legal Requirements. This Section ‎5.5(a) does not relate to matters with respect to Taxes, which are the subject of Section ‎5.9, to environmental matters, which are the subject of Section ‎5.10, or to labor matters, which are the subject of Section ‎5.11.

Schedule ‎2.1(g) contains a list and description of all material Permits that are issued to the Seller and used in the Business or that are required for the operation by Seller of the Business as currently conducted, other than any Excluded Permits. Except as set forth on Schedule ‎2.1(g) and ‎5.10, (i) the Seller is not in default or violation in any material respect, and, to the Seller’s Knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation in any material respect, any term,

Schedule ‎1.1(c) sets forth an accurate and complete list of all Owned Real Property. True and complete copies of the following have heretofore been provided to the Purchaser: (i) all deeds and instruments of conveyance to Seller relating to the Owned Real Property. Except as otherwise set forth in Schedule ‎5.6(b), there are no outstanding options or rights of first refusal to purchase any of the Owned Real Property or any interest therein. Seller has not created or permitted any Liens (except for Permitted Liens) on the Owned Real Property. Except as would not have a Material Adverse Effect, (i) subject to the standard warranty limitations as set forth in a special warranty deed, the Seller has good and marketable title to the Owned Real Property, free and clear of all Liens, except for Permitted Liens, (ii) the Seller has obtained all appropriate certificates of occupancy, licenses, easements and rights of way required to use and operate the Owned Real Property in the manner in which the Owned Real Property is currently being used and operated in connection with the Business, (iii) no Seller has received written notice of any intention on the part of any issuing authority to cancel, suspend or modify any approvals, licenses or permits relating to the owned Real Property and (iv) no Seller has received written notice of any proposed special assessment which would materially and adversely affect the Owned Real Property.

Except as set forth on Schedule ‎5.6(b), Seller is not a party to any Contract in which Seller has granted an interest in any Owned Real Property to any other Person. With respect to the Owned Real Property, there are no actions in eminent domain or other similar customs pending, or, to the Seller’s Knowledge, threatened against the Owned Real Property.

With respect to the Leases, (i) there are no material defaults, breaches or uncured violations by any Seller under any of the Leases, including any lost coal events, and, to Seller’s Knowledge, no event has occurred that (whether with or without notice, the lapse of time or the happening or occurrence of any other event) would constitute a material default, breach or uncured violation by any Seller under any Lease, including any lost coal events); (ii) there are no material defaults, breaches or uncured violations by any other

Seller has timely filed all material Tax returns that it was required to file with respect to the Purchased Assets and the Business and timely paid all Taxes which will have been required to be paid on or prior to the date hereof, the non-payment of which would result in a material Lien on any Purchased Asset. All such Tax returns are correct and complete in all material respects and were prepared in substantial compliance with all applicable Legal Requirements. The Sellers have collected or withheld all amounts required to be collected or withheld by the Seller for all material Taxes or assessments related to the Purchased Assets and the Business, and all such amounts have been paid to the appropriate Governmental Agency or set aside in appropriate accounts for future payment when due.

No claim has been made in writing by any Governmental Agency in a jurisdiction where the Seller does not file Tax returns with respect to the Business or the Purchased Assets that the Seller is or may be subject to taxation by that jurisdiction with respect to the Business or the Purchased Assets. In addition to the foregoing, the Seller shall pay any and all Taxes that may be now or hereafter due with respect to the Business or the Purchased Assets or the activities of the Seller, in each case, through and including the Closing Date, except as set forth in this Agreement.

There are no pending or, to Seller’s Knowledge, threatened audits, investigations, disputes, notices of deficiency, claims or other actions for or relating to any Liability for Taxes with respect to the Business or the Purchased Assets. There is no dispute or claim concerning any Tax liability of the Seller related to the Purchased Assets or the Business claimed or raised by any Governmental Agency in writing.

Each Seller is a United States Person within the meaning of Section 7701 of the Code.

the Seller is and has been, since July 26, 2016, in compliance in all material respects with all Mining Law and Environmental Law except with respect to violations that have been fully abated or resolved, and the Seller has obtained, and is in compliance in all material respects with, all Environmental Permits and Mining Permits required for the conduct of its Business and operations, and the ownership, occupation, operation and use of the Real Property and the Mines and other property in accordance with Mining Law and Environmental Law, and all such Environmental Permits or Mining Permits are valid and in full force and effect in all material respects.

(i) there are no pending nor threatened Environmental Claims or other actions to deny, revoke or terminate any Environmental Permits or Mining Permits possessed or applied for by the Seller and there has not been any such Environmental Claim since July 26, 2016 except with respect to violations that have been abated or resolved; (ii) there are no pending Environmental Claims or threatened Environmental Claims against the Seller; (iii) the Seller is not subject to any outstanding Order under any Environmental Law or Mining Law; (iv) no Seller or, to Seller’s Knowledge, any other Person has Released, stored or disposed of any Hazardous Substances in quantities and concentrations requiring notification of a Governmental Agency or remediation pursuant to Environmental Law on or beneath the Purchased Assets or in a manner that would reasonably be expected to result in material Liability, remediation or investigation under any Environmental Law or Mining Law except pursuant to, and in compliance with, a Permit.

(i) Seller has not located and no other Person has located, any underground storage tanks on the Real Property that could reasonably be expected to result in material Environmental Liability and (ii) with respect to the Purchased Assets, there are no underground injection wells, radioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed other than in compliance in all material respects with all Environmental Laws or as would not be reasonably expected to require any material remediation or investigation pursuant to Environmental Law.

The Purchaser has been provided with a complete and correct list of all Business employees of Contura Coal West, LLC as of the date hereof (the “Employees”), together with their respective job titles, status, and the annual or hourly rate of base compensation and annual bonuses payable to each such Employee. No Seller has received any written notification of any unfair labor practice charges or complaints relating to any Employees or the Business pending before any Governmental Agency having jurisdiction thereof, nor are there any current union representation claims against any Seller involving any Employee or the Business and, to Seller’s Knowledge, no such charges or claims are threatened.

Contura Coal West, LLC is not a party to any collective bargaining agreement and, to Seller’s Knowledge, there are no union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of Employees. There is not currently pending, with regard to any facility which is a Purchased Asset or involved in the Business, any proceeding before the National Labor Relations Board, pursuant to which any labor organization is seeking representation of any Employees. To Seller’s Knowledge, there are no strikes, work stoppages, work slowdowns or lockouts, nor any threats thereof, by or with respect to any of the Employees.

With respect to the Business, there exist (i) no material litigation alleging discrimination or involving alleged violations of any fair employment law, wage payment law, occupational safety and health law; and (ii) to Seller’s Knowledge, no material threatened or pending litigation arising out of employment relationships, or other employment-related federal, state or local Legal Requirement.

Within the 90 days prior to the date hereof, no Seller has implemented any plant closing or layoff of Employees in violation of the WARN Act or the regulations promulgated thereunder. No Seller has incurred any material liability under the WARN Act with respect to the Business that remains unsatisfied as of the Closing Date or will not otherwise be satisfied by such Seller.

Purchaser and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Purchaser and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. On or after the end of such period, each party shall provide the other with at least 10 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Business.

All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between Seller and Purchaser based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period after the Closing Date (any such portion of such taxable period, the “Post-Closing Tax Period”). Seller shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. For the avoidance of doubt, Seller shall be liable for all interest and penalties incurred in a Post-Closing Tax Period if such interest and penalties are attributable to Taxes levied with respect to the Purchased Assets in a Pre-Closing Tax Period.

All transfer, excise, franchise, property, documentary, sales, use, stamp, registration, recording, value added and other such Taxes and fees (including any penalties and interest) imposed on Purchaser or Seller in connection with this Agreement and the Ancillary Agreements (“Transfer Taxes”) shall be apportioned equally between Purchaser and Seller. Purchaser and the Seller will cooperate to timely make all Tax returns, reports, forms and other filings as may be required to comply with the Legal Requirements relating to such Transfer Taxes and the Seller will cooperate with Purchaser in making such filings.

Apportioned Obligations shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by Applicable Law. The paying party shall be entitled to reimbursement from the non-paying party in accordance with ‎7.2(b). Upon payment of any such Apportioned Obligation or Tax, the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying party is entitled under ‎7.2(b) together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than 10 days after the presentation of such statement. Any payment not made within such time shall bear interest at a rate of 6% until paid.

Purchaser and Seller agree, for U.S. federal income tax purposes, to treat the Royalty as defined in the Royalty Agreement retained by Seller as a production payment retained on the sale of a mineral property under Section 636(b) of the Code. As a result, the allocation between principal and interest of each payment made under the Royalty Agreement by Purchaser to Seller for U.S. federal income tax purposes shall be determined pursuant to the

Neither Purchaser nor Seller shall take any action without the prior written consent of the other that would result in a deemed or actual reissuance (for U.S. federal income tax purposes) of the Royalty, which is treated as a production payment pursuant to Section 636(b) of the Code and the Treasury Regulations thereunder.

operate the Business in all material respects in the Ordinary Course of Business;

maintain the Purchased Assets in as good working order and condition as at present, ordinary wear and tear excepted;

keep in full force and effect all insurance policies currently in place, or other substantially equivalent insurance coverage without being in default or failing to give any notice or present any claim thereunder;

not sell, lease, license (as licensor), assign, dispose of or transfer any material tangible or intangible property or contract right, in each case that is a Purchased Asset, other than the sale of coal inventory in the Ordinary Course of Business;

not create or permit to be created any Lien (other than a Permitted Lien) on any of the Purchased Assets;

not take any action that would have a Material Adverse Effect; and

not take any action to do or engage (or commit to do or engage) in any of the foregoing.

Upon the terms and subject to the conditions set forth in this Agreement, each of the Seller and the Purchaser agrees to use their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing,

To the extent not prohibited by Legal Requirements, the Seller and the Purchaser shall use their commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Legal Requirement in connection with the transactions contemplated by this Agreement. Each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Agency regarding any such filings or any such transaction. Each party shall permit the other party to review and discuss in advance, and shall consider in good faith the views of the other party in connection with, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other materials to be submitted or made to the Governmental Agencies with respect to such filings. In addition, no party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Agency in respect of any such filings, investigation or other inquiry without giving the other party prior notice of such meeting and, if permitted, the opportunity to attend.

This Section ‎8.4 shall not apply to the Permits, which are governed by Section ‎8.6.

Nothing in this Agreement nor the Ancillary Agreements shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract or other right, which by its terms or by Legal Requirements is not assignable without the Consent of a third party or absent consent is cancelable by a third party in the event of an assignment (“Non-Assignable Assets”), unless and until such Consent shall have been obtained. Without limiting any obligations set forth in Section ‎8.4 and subject to Section ‎8.5(d), each party shall, and shall cause its Affiliates (including, in the case of Seller, Contura Energy Services, LLC, but only in the case of the Contracts designated on Schedule ‎2.1(e) as “Partial Assignment Contracts”) to, use commercially reasonable efforts in endeavoring to obtain (x) such Consents as promptly as practicable after the date hereof, including the negotiation and execution of any transfer or consent documentation required by the counterparty so long as such documentation does not create any material obligations of any party not otherwise set forth herein and (y) a release of the Seller by the counterparty from any liability constituting an Assumed Liability (“Seller Release”). To the extent permitted by applicable Legal Requirements and any applicable Contract, in the event Consents to the assignment thereof cannot be obtained, (i) Seller and Purchaser will cooperate in a mutually agreeable arrangement under which the Purchaser would obtain, to the extent possible, the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, sub-leasing or contract mining and (ii) Seller and Buyer will continue to use commercially reasonable efforts in endeavoring to obtain such Consents and Seller Releases.

Notwithstanding any provision in this Agreement to the contrary, (i) in the event any Consent required for the assignment of any of the Contracts or Leases is not obtained prior to Closing, Seller shall not be in breach or non-fulfillment of any representation, warranty, covenant, obligation or other agreement set forth herein solely as a result thereof, so long as Seller satisfied its obligations herein in attempting to obtain such Consent, and (ii) nothing in this Agreement (other than Sections ‎8.5(c) and ‎8.5(d)) shall obligate or require either party or its respective Affiliates to pay any consent or approval fee or other compensation to secure any such approval or consent.

In addition, Purchaser shall use its commercially reasonable efforts to, effective as of the Closing, cause itself to be substituted in all respects for Seller and its Affiliates, and for Seller and its Affiliates to be released in respect of all obligations of Seller and any of its Affiliates under each guarantee,

Notwithstanding any provision in this Agreement to the contrary in the event any Consent (a “CSA Consent”) required for any of the Contracts constituting an agreement for the sale of coal (a “CSA”) is not obtained prior to Closing, then (x) Seller and Purchaser will continue to use commercially reasonable efforts in endeavoring to obtain such Consents and Seller Releases and (y) the provisions of this Section ‎8.5(d) shall apply with respect to each such CSA.

Notwithstanding any provision in this Agreement to the contrary, (i) title to any Ranch shall not be transferred hereunder until each Reclamation Performance Bond for which such Ranch serves as collateral has been released in accordance with Section ‎8.6(c), and upon the release of all such Reclamation Performance Bonds with respect to a given Ranch, Seller shall deliver or cause to be delivered to Triple H Real Estate, LLC the Deeds, free

This Section ‎8.5 shall not apply to the Permits or the Coal Leases, which are governed by Section ‎8.6.

Documents; Filings. After the date hereof, Seller (with Purchaser’s full cooperation) shall use commercially reasonable efforts to prepare and deliver all applications (the “Permit Transfer Applications”) necessary to transfer the Permits, other than the Excluded Permits, and the coal leases set forth on Schedule ‎8.6(a) (the “Coal Leases”) to Purchaser. Purchaser (with Seller’s full cooperation) shall prepare said Permit Transfer Applications and submit the same to the respective Governmental Agencies’ offices as soon as reasonably practicable following Closing but in any event within three Business Days after the Closing. Seller and Purchaser shall diligently pursue and obtain the approval of all Governmental Agencies to transfer the Permits and the Coal Leases to Purchaser (such period following Closing through the transfer of the Permits and the Coal Leases, other than the Excluded Permits, to Purchaser shall herein be referred to as the “Transfer Period”). No more than three Business Days prior to the Closing, Purchaser shall update the Purchaser Ownership and Control File on file with the applicable Governmental Agency to facilitate the timely transfer of the Permits and the Coal Leases to Purchaser. Notwithstanding anything stated herein to the contrary, to the extent that transfers of certain Permits or Coal Leases to Purchaser are required to be approved by the applicable Governmental Agencies under the applicable Legal Requirements, (i) the foregoing provisions shall require the Purchaser to diligently pursue and obtain such approval during the period following execution of this Agreement, (ii) at the Closing, Purchaser will obtain the benefits and assume the obligations under such Permits and Coal Leases pursuant to the Ancillary Agreements, including but not limited to the Permit Operating Agreement and Lease Assignments, (iii) any confirmatory approval by the applicable Governmental Agency not obtained prior to the Closing will be obtained after Closing, and

Explosives. Purchaser shall arrange for a Person possessing the required licenses to take possession from Seller at Closing of the explosives held for use by Seller in operating the Business.

Reclamation Performance Bonds and Lease Bonds. Schedule 1.1(a) sets forth a list of the applicable Reclamation Performance Bonds and Lease Bonds of Seller (the “Seller Bonds”) and the amount of such Seller Bonds (the “Bond Amount”). As promptly as practicable after the date hereof, Purchaser shall use its best efforts to cause substitute reclamation performance bonds and collateral bonds relating to the Permits and bonds relating to the Leases, each in the applicable Bond Amount, to be issued with Purchaser as the principal (the “Purchaser Bonds”) to replace in their entirety all Seller Bonds.  Seller agrees that, subject to the remaining provisions of this Section 8.6(c), the collateral posted by Seller (the “Seller Collateral”) for the Seller Bonds may be shared by Purchaser for the Purchaser Bonds. Upon the posting by Purchaser of collateral to replace the Seller Collateral (the “Purchaser Collateral”), the corresponding Seller Collateral shall be released.  Purchaser shall use its best efforts to obtain third party financing (the “Purchaser Refinancing”) in an amount sufficient to replace the Seller Collateral as promptly as practicable following the Closing, and Purchaser shall be obligated to replace the Seller Collateral posted with respect to any Seller Bond upon the earlier of (i) with respect to all Seller Bonds, receipt of the Purchaser Refinancing and (ii) with respect to each Seller Bond, within two (2) days of notice from any Governmental Agency that the Purchaser Bonds are required to advance the permit transfer process or otherwise effectuate the transfer from Seller to Purchaser of any Permit or Lease in respect of which such Seller Bond was posted, whether such notice is received upon the filing the Permit Transfer Applications or at some later date (the earlier of (i) and (ii) with respect to any Seller Bond, the “Collateral Replacement Deadline”).  If, as of the Collateral Replacement Deadline with respect to any Seller Bond, any Seller Collateral posted with respect to such Seller Bond remains outstanding, the full amount of such Seller Collateral shall be immediately due and payable to Seller by Purchaser, and such amount shall accrue interest at a rate of 6% per annum, compounding annually (the “Collateral Replacement Payment”). In order to secure Purchaser’s obligation to make the Collateral Replacement Payment, Purchaser hereby grants to Seller a security interest in all Purchased Assets that constitute mobile equipment, including without limitation, shovels, vehicles and drills (but excluding any such equipment subject to a lien in favor of Joy Global Surface Mining, Inc.). Purchaser hereby authorizes Seller to file any financing statement or similar record in any filing office Seller deems appropriate, such record to be in such form as Seller

Signage. Within 30 days after the transfer of any Permit to Buyer, Buyer shall replace any applicable signage to reflect that such transfer has occurred (including, for the avoidance of doubt, removing all names or marks of Seller or its Affiliates included on such signage).  

At or prior to the Closing, the Purchaser may make offers of employment to those Employees as the Purchaser may determine in its sole discretion. Any such offers of employment shall be on such terms and conditions as the Purchaser may determine in its sole discretion. No provision in this Section ‎8.10, whether express or implied, shall (a) create any third-party beneficiary or other rights in any Employee or former employee of the Seller (including any beneficiary or dependent thereof), any other participant in any Employee Plan or any other Person; (b) create any rights to continued employment with the Seller, the Purchaser or any of their Affiliates; or (c) constitute or be deemed to constitute an amendment to any Employee Plan or any other plan, program, policy, agreement or arrangement providing for compensation or benefits sponsored or maintained by the Seller, the Purchaser or any of their respective Affiliates.

Notwithstanding Section ‎8.10(a), Purchaser will (i) offer employment to the Employees set forth on Schedule ‎8.10(b) effective as of the Closing at a level of compensation within 10% of each such Employee’s current compensation and with benefits that are consistent with the benefits currently offered by Purchaser and (ii) maintain the employment of those Employees set forth on Schedule ‎8.10(b) for at least the six months immediately following the Closing with compensation and on other terms and conditions that are comparable to the level of compensation and other terms and conditions applicable to such Employees immediately prior to the Closing. Nothing in this Section ‎8.10(b) shall confer any rights or benefits on any Person, other than the parties to this Agreement. Seller understands and agrees that it is Seller’s sole responsibility to terminate the employment of any of Seller’s employees that Seller does not wish to retain as its employee as of the Closing. Seller acknowledges that it is within Purchaser’s sole discretion to offer employment or not offer employment to any of the Employees, except as otherwise provided in this Section ‎8.10(b).

Seller, or an Affiliate of Seller, shall be obligated to provide continuation health care coverage, to the extent required by and in accordance with Section 4980B of the Code and Sections 601 to 608, inclusive, of ERISA (“COBRA”) to Employees and former employees performing services in connection with the Business who left employment or otherwise experienced a COBRA qualifying event on or prior to the Closing Date and who retain a right to a benefit under any of the Employee Plans that are subject to COBRA, and their qualified beneficiaries (as defined in COBRA) and to whom the Seller is, on the Closing Date, either (i) providing such continuation health care coverage, or (ii) under an obligation to provide such continuation health care coverage at the election of the Employee or former employee or the qualified beneficiary. For all Employees who become employees of Purchaser and who elect COBRA continuation health coverage under an Employee Plan, Seller will make such coverage (with regard to medical and dental coverage) available to each such Employee through December 31, 2017 or such later date as may be mutually agreed by Seller and Purchaser at the same cost as for active employees of Seller, so long as such Employee remains employed by Purchaser, and Purchaser shall reimburse Seller for all costs and expenses incurred in providing such coverage within 15 Business Days of receipt of an invoice of such costs and expenses. Purchaser shall have responsibility and shall assume the Liability for any and all obligations under COBRA with respect to all Employees who become employees of Purchaser and their qualified beneficiaries, who, in any such case become covered under a group health plan of Purchaser and who incur a COBRA qualifying event after the Closing Date.

Purchaser shall be solely responsible for, and agrees to hold harmless the Sellers from and against, any liability arising under the WARN Act with respect

Seller shall be solely responsible for, and agrees to hold harmless the Purchaser from and against, any liability arising under the WARN Act with respect to any Employee, whether or not such Employee becomes an employee of Purchaser, who is found to have suffered an “employment loss” under the WARN Act as a result of being terminated by Seller on or before the Closing Date.

no Legal Requirement or Order of any kind shall have been enacted, entered, promulgated or enforced by any Governmental Agency that would prohibit the consummation of the transactions contemplated by this Agreement or have the effect of making them illegal and no Proceeding brought by any Governmental Agency seeking to impose such an Order is pending.

the Seller shall have delivered, or caused to be delivered, all of the items required by Section ‎4.2;

all representations and warranties of the Seller set forth in ‎Article V of this Agreement, without regard to any qualification or limitation with respect to materiality, shall be true and correct as of the Closing Date as if made on and as of such date (except for representations and warranties that are made as of a specific date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct has not had a Material Adverse Effect. The Seller shall have performed or complied in all material respects with all covenants and agreements contemplated by this Agreement to be performed by the Seller at or prior to the Closing Date. With respect to the Closing, the Purchaser will have received a certificate attesting to the matters set forth in this Section ‎9.2(b), duly executed by the Seller;

there shall not have occurred any Material Adverse Effect since the date of this Agreement; and

Purchaser shall have received evidence reasonably acceptable to the Purchaser that the Seller and its Affiliates are not “Permit blocked” and shall not have received notice from any federal, state or local Governmental Agency that any such party is ineligible to receive any Mining Permits (or under investigation regarding the same).

the Purchaser shall have delivered, or caused to be delivered, all of the items required by Section ‎4.3;

all representations and warranties of the Purchaser set forth in ‎Article V of this Agreement or in any document delivered pursuant hereto, without regard to any qualification or limitation with respect to materiality, shall be true and correct as of the Closing Date as if made on and as of such date (except for representations and warranties that are made as of a specific date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct has not had a Purchaser Material Adverse Effect. The Purchaser shall have performed or complied in all material respects with all covenants and agreements contemplated by this Agreement to be performed by the Purchaser at or prior to the Closing Date. With respect to the Closing, the Seller will have received a certificate attesting to the matters set forth in this Section ‎9.3(b), duly executed by the Purchaser; and

Seller shall have received evidence reasonably acceptable to the Seller that the Purchaser and its Affiliates are not “Permit blocked” and shall not have received notice from any federal, state or local Governmental Agency that any such party is ineligible to receive any Mining Permits (or under investigation regarding the same).

by either Seller or Purchaser if the Closing shall have not occurred by December 31, 2017 (the “Termination Date”), provided, however, that the right to terminate this Agreement under this Section ‎10.1(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

by the mutual written consent of the Purchaser and the Seller;

by the Purchaser or the Seller, if a Governmental Agency of competent jurisdiction has issued a final, non-appealable Order, or adopted any Legal Requirement, in each case permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; or

by the Purchaser or the Seller, as the case may be, if the other party has materially breached or failed to perform any of its (i) representations or warranties contained herein (unless the aggregate failure of such representations or warranties does not have a Material Adverse Effect or a Purchaser Material Adverse Effect, as applicable), or (ii) covenants or agreements contained herein, which breach or failure to perform in the case of either of the foregoing clauses ‎(i) or ‎(ii) has not been cured by the Termination Date.

All covenants and agreements contained in this Agreement will survive the Closing Date in accordance with their respective terms; provided that the covenants and agreements contained in Section ‎8.1 will survive the Closing Date until the 24-month anniversary of the Closing Date.

The representations and warranties contained in this Agreement will survive the Closing Date until the 24-month anniversary of the Closing Date, at which point such representations and warranties and any claim for indemnification by the Purchaser or the Seller, as applicable, on account thereof will expire and terminate, except for pending claims identified in writing on or before

After Closing, each entity comprising the Seller hereby agrees to indemnify, defend and hold harmless the Purchaser, its Affiliates, and their respective directors, officers, managers, employees, Affiliates, agents, advisors, representatives, successors and assigns (each, a “Purchaser Indemnified Party”), severally and not jointly, from and against, and pay and reimburse the Purchaser Indemnified Parties for, any and all losses, Liabilities, claims, obligations, deficiencies, demands, judgments, damages, interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, settlements, Taxes, costs, disbursements and expenses (including reasonable costs of investigation and reasonable defense and attorneys’ and other professionals’ fees), whether or not involving a Third Party Claim (individually, a “Loss” and, collectively, “Losses”):

based upon, attributable to or resulting from the failure of any of the representations or warranties made by such entity in this Agreement (including any Schedule or Exhibit attached hereto) or under any Ancillary Agreement to be true and correct in all respects at and as of the Closing Date;

based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of such entity under this Agreement or under any Ancillary Agreement; and

(A) relating to the Retained Assets or (B) constituting or related to any Retained Liabilities that are Retained Assets or Retained Liabilities of such entity.

After Closing, the Purchaser hereby agrees to indemnify, defend and hold harmless the Seller and its Affiliates, and their respective directors, officers, managers, employees, Affiliates, agents, advisors, representatives, successors and assigns (each, a “Seller Indemnified Party”) from and against, and pay and reimburse the applicable Seller Indemnified Parties for, the amount of any Losses:

based upon, attributable to or resulting from the failure of any representation or warranty made by the Purchaser in this Agreement (including any Schedule or Exhibit attached hereto) or under any Ancillary Agreement to be true and correct in all respects at and as of the Closing Date;

based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of the Purchaser under this Agreement or any Ancillary Agreement; and

(A) related to the Business (other than any Retained Assets) or any of the Purchased Assets to the extent arising after the Closing Date or (B) constituting or related to any Assumed Liabilities.

The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section ‎12.1(a)‎(i) or ‎(b)‎(i), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section ‎12.1(a)‎(i) or ‎(b)‎(i) exceeds $400,000 (the “Threshold”), in which event the Indemnifying Party shall be required to pay or be liable for Losses in excess of the Threshold. The aggregate amount of all Losses for which an Indemnifying Party shall be liable to the Indemnified Party for indemnification under Section ‎12.1(a)‎(i) or ‎(b)‎(i), as the case may be, shall not exceed $10,000,000 (the "Cap"). For the avoidance of doubt, for purposes of this paragraph, the Threshold and the Cap shall be measured separately for each of Purchaser, on the one hand, and Seller, collectively, on the other hand. Notwithstanding anything to the contrary in this Agreement, the limitations set forth in this Section ‎12.1(c) shall not apply to any Losses based upon (i) actual fraud or willful misconduct in the making of any representation or warranty in this Agreement or (ii) a breach of any Fundamental Representations.

Payments by an Indemnifying Party pursuant to this Section ‎12.1 in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any (i) insurance proceeds actually received (less expenses, including reasonable attorneys’ fees, attributable to such receipt) by the Indemnified Party, if any, in respect of insurance policies maintained by the Indemnified Party and (ii) Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such damages. The Indemnified Party shall use its commercially

Notwithstanding any other provision of this Agreement, in no event shall Seller or Purchaser be liable for punitive, exemplary, diminution of value, lost profits, special or consequential damages of any kind or nature, regardless of the form of action through which such damages are sought, unless such damages are asserted or recovered by a third party in a Third Party Claim.