Assignment and Assumption Agreement dated September 29, 2017, by and among Westmoreland Partners, Westmoreland Energy, LLC, BP Energy Company and Virginia Electric and Power Company

On the terms and conditions set forth in this Agreement, WP hereby assigns, transfers and sets over to BPEC the PPA and VEPCO hereby acknowledges and accepts such assignment and transfer;

With respect to the foregoing assignment, BPEC and VEPCO each undertake and assume the liabilities and obligations towards the other and acquire the rights against each other set forth in the PPA, whether such liabilities, obligations, or rights arose before, on, or after the Effective Date;

WP and VEPCO are each released and discharged from all obligations to each other with respect to the PPA and their respective rights against each other thereunder are cancelled, whether such obligations or rights arose before, on, or after the Effective Date; provided, however, that such release and discharge of VEPCO shall not affect any rights of BPEC pursuant to subsection (b), above, and such release and discharge of WP shall not affect any rights of VEPCO against BPEC to pursuant to subsection (b), above; and

In connection with this Assignment and the PPA, VEPCO and BPEC agree and acknowledge that the PPA constitutes a Commodity Trade Option as defined by the CFTC. As of the date hereof, (i) the party that is the offeree represents that it is: (a) a producer, processor, commercial user of, or a merchant handling, the commodity that is the subject of the Commodity Trade Option, or the products or by-products thereof; and (b) entering into the Commodity Trade Option solely for purposes related to its business as such; and (ii) each party represents to the other that the Commodity Trade Option, if exercised, contains a binding obligation for immediate or deferred shipment or delivery of the subject commodity; and (iii) VEPCO agrees that it will notify BPEC of any (1) assignment, merger, novation or other transfer of the PPA, whether by operation or law or otherwise and however effectuated or (2) change to the legal entity identifier of VEPCO, in each case no later than 10 a.m. on the second business day following the day on which such event occurs.

All payments to be made by VEPCO to BPEC under the PPA shall be made pursuant to the terms and conditions of the PPA but shall be directed to the following BPEC account: JP Morgan Chase Bank, NA, ABA: [XXXXXXXX], Account Number: [XXXXXXXX], or to such other account as BPEC may from time to time specify in writing to VEPCO. All other notices, including scheduling, shall be directed to BPEC or VEPCO, as applicable, in accordance with Article 3 (Notices) of the PPA, at the “Address for Notices” specified below its name on the signature pages hereof or to such other address as may be designated by either BPEC or VEPCO in a notice to each other party. The notice addresses for BPEC and VEPCO on the signature pages hereof shall replace the addresses in Section 3.2 of the PPA.

Pursuant to Section 11.2 of the PPA, VEPCO hereby agrees to accept a parent guaranty from BP Corporation North America Inc. in connection with BPEC’s obligations to post security under the PPA.

On the terms and conditions set forth in this Agreement and in exchange for a payment of $10,130,533.00 from WE to BPEC (the “WE Payment”), the BP Contracts are cancelled, terminated and of no further force and effect; provided, however, that any rights, liabilities or obligations of WE or BPEC with respect to payments or other obligations due and payable or due to be performed on or prior to the Effective Date shall remain with WE or BPEC, as applicable;

WE and BPEC are each released and discharged from further obligations to each other with respect to the BP Contracts and their respective rights against each other thereunder are cancelled; provided, however, that such release and discharge shall not affect any rights, liabilities or obligations of WE or BPEC with respect to payments or other obligations due and payable or due to be performed on or prior to the Effective Date, and all such payments and obligations shall be paid or performed by WE or BPEC in accordance with the terms of the BP Contracts; and

WE acknowledges that BPEC is holding Eligible Collateral, as defined in the ISDA Master, in connection with WE’s obligations under the Master Agreement in the amount of $27,200,000.00, $22,200,000.00 in the form of cash and $5,000,000.00 in the form of letters of credit (the “Collateral Amount”) and WE hereby authorizes, consents and agrees that BPEC may, without further action or approval on the part of WE, setoff the amount of the WE Payment from the Collateral Amount;

In addition to the setoff of the WE Payment, WE hereby authorizes, consents and agrees that BPEC may setoff $5,911,200.00 of the Collateral Amount to satisfy WE’s payment or other obligations due and payable or due to be performed on or prior to the Effective Date (the “Final Payment”);

BPEC hereby covenants that, within three (3) business days after the Effective Date, it shall transfer all of the remaining Collateral Amount in its possession (net of the WE Payment and the Final Payment) and release the letter of credit to WE pursuant to the provisions for returning collateral contained in the Master Agreement; provided that nothing contained herein shall limit BPEC’s rights to the Exposure Amount pursuant to the ISDA Master.

Each Party hereby represents and warrants that as of the date hereof:

such Party is duly organized and validly existing and in good standing under the laws of the state of its formation;

such Party has the full power, authority and legal right to execute, deliver and perform its obligations hereunder;

this Assignment has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligations of the Party, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally;

the execution, delivery and performance of this Assignment by such Party does not violate any provision of any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

no authorization of any governmental authority, including without limitation any public utility commission or similar authority, is required for the execution, delivery or performance of this Assignment; and

there is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending or, to the knowledge of such Party, threatened against or affecting such Party or any of its properties, rights or assets which is likely to affect its ability to perform its obligations hereunder or that is likely to affect the validity or enforceability hereof.

Additional Representations of WP and VEPCO. In addition to the foregoing, each of WP and VEPCO hereby represents and warrants that:

Exhibit A contains a true, correct and complete copy of the PPA and the PPA has not been amended, modified or supplemented, and no changes, amendments or modifications have been proposed;

solely with respect to itself and its own performance, the PPA is in full force and effect and there have been and are no events of default or events that, with the passage of time or the giving of notice, would be an event of default under the PPA and no default would occur as a result of entering into or performing its obligations under this Assignment;

to its knowledge with respect to the other party to the PPA and such other party’s performance, there have been and are no events of default or events that, with the passage of time or the giving of notice, would be an event of default under the PPA and no default would occur as a result of entering into or performing its obligations under this Assignment; and

it has not previously transferred or assigned the PPA or any interest or obligation therein and, to its knowledge, the other party to the PPA has not previously transferred or assigned the PPA or any interest or obligation therein.

Additional Representations of WP. In addition to the foregoing, WP hereby represents and warrants that:

it has taken all actions, including all actions pursuant to its governing documents, necessary with respect to this Assignment and the performance of its respective obligations hereunder; and

the assignment of the PPA, on the terms set forth herein, represents substantial value to WP.

Additional Representations of WE. In addition to the foregoing, WE hereby represents and warrants that:

the WE Payment is a reasonable estimation of the value of the BP Contracts given the assignment of the PPA to BPEC as set forth herein;

it has taken all actions, including all actions pursuant to its governing documents, necessary with respect to this Assignment and the performance of its respective obligations hereunder;

as a parent of WP, it has taken all actions, including all actions pursuant to the governing documents of WP, necessary to cause WP to perform its obligations with respect to this Assignment and the performance of its respective obligations hereunder.

This Assignment may be amended or modified only by an instrument in writing signed by each of the Parties hereto.

This Assignment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument and any of the Parties hereto may execute this Assignment by signing any such counterpart. Delivery of an executed

Headings appearing herein are used solely for convenience and are not intended to affect the interpretation of any provision of this Assignment.

This Assignment shall be interpreted, construed and governed by the laws of the Commonwealth of Virginia without regard to its conflict of law rules. The Parties hereby submit to the jurisdiction of courts located in, and venue is hereby stipulated to be in, Richmond, Virginia.