Exhibit 10.2


 





STOCKHOLDERS
AGREEMENT



dated as of



December 17, 2019



among



CLOUD PEAK ENERGY, INC.



and



EACH OF THE STOCKHOLDERS PARTY HERETO


 




     


     


    

TABLE
OF CONTENTS 




Page


 


Article
1

DEFINITIONS


 


	Section 1.01.  Definitions	1
	Section 1.02.  Other Definitional and Interpretative
    Provisions	2


 


Article
2

RESTRICTIONS ON TRANSFER


 


	Section 2.01.  Restrictions on Transfer	3
	Section 2.02.  Legends	3


 


Article
3

INFORMATION


 


	Section 3.01.  Information Requirements	3


 


Article
4

ACTIONS SUBJECT TO STOCKHOLDER APPROVAL


 


	Section 4.01.  Actions Subject to Stockholder Approval	4


 


Article
5

MISCELLANEOUS


 


	Section 5.01.  Binding Effect; Intended Beneficiaries	4
	Section 5.02.  Notices	4
	Section 5.03.  Governing Law	4
	Section 5.04.  Jurisdiction	5
	Section 5.05.  WAIVER OF JURY TRIAL	5
	Section 5.06.  Specific Enforcement	5
	Section 5.07.  Counterparts; Effectiveness	5
	Section 5.08.  No Inconsistent Agreements	6
	Section 5.09.  Entire Agreement	6
	Section 5.10.  Severability	6
	Section 5.11.  Termination	6


 


Schedule A – Stockholders 


Exhibit A – Form of Joinder


 




     i


     


    

STOCKHOLDERS
AGREEMENT


 


AGREEMENT
dated as of December 17, 2019 among (i) Cloud Peak Energy, Inc., a Delaware corporation (the “Corporation”),
(ii) each Person (as defined below) identified on Schedule A hereto and (iii) any other Person who shall hereafter become
a Party hereto as set forth herein (each Person in clauses (ii) and (iii), a “Stockholder” and collectively,
the “Stockholders”).


 


W I
T N E S S E T H:


 


WHEREAS,
each of the original Stockholders party hereto as of the date hereof received Common Stock of the Corporation pursuant to the
Plan of Reorganization of the Corporation and certain of its subsidiaries under Chapter 11 of Title 11 of the United States Code
approved by the United States Bankruptcy Court for the District of Delaware (as the same may have been or may be subsequently
modified, supplemented and amended, the “Plan of Reorganization”);


 


WHEREAS,
pursuant to the Plan of Reorganization, any Person that is to receive shares of Common Stock pursuant to the Plan of Reorganization
shall be a party to this Agreement and deemed to be bound to the terms of this Agreement from and after the date hereof, even
if not a signatory hereto; and


 


WHEREAS,
the Corporation and the Stockholders desire to establish in this Agreement certain rights and obligations of the Parties relating
to the governance of the Corporation.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:


 


Article
1

DEFINITIONS


 


Section 1.01.Definitions.
(a) As used in this Agreement, the following terms have the following meanings:


 


“Board”
means the board of directors of the Company.


 


“Business
Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized
by law to close.


 


“Bylaws”
means the Amended and Restated Bylaws of the Company, as the same may be amended from time to time.


 


“Charter”
means the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time.


 




     


     


    

“Common
Stock” means the common stock, par value $0.01 per share, of the Company and any other security into which such Common
Stock may hereafter be converted or changed.


 


“Company
Securities” means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii)
any options, warrants or other rights to acquire Common Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Joinder”
means a Joinder to this Agreement in substantially the form attached hereto as Exhibit A.


 


“Party”
means each Person who is a party to this Agreement by virtue of signing this Agreement or a Joinder.


 


“Person”
means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof.


 


“Stockholder”
means at any time, any Person (other than the Company) who shall then be a party to or bound by this Agreement, so long as such
Person shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities.


 


“Transfer”
means, with respect to any Company Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber,
hypothecate or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly
(including pursuant to a derivative transaction), or agree or commit to do any of the foregoing and (ii) when used as a noun,
a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company
Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing.


 


Section 1.02.Other Definitional
and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words
of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation
hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement
unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made
a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise
defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include
the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not


 




    2 


     


    

they are in fact followed by
those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing
and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are
to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof;
provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or
supplements must also be listed in the appropriate schedule. References to any law include all rules and regulations promulgated
thereunder. References to any Person include the successors and permitted assigns of that Person. References from or through any
date mean, unless otherwise specified, from and including or through and including, respectively.


 


Article
2

RESTRICTIONS ON TRANSFER


 


Section 2.01.Restrictions
on Transfer. (a) Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect
of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue
sky” laws and the terms and conditions of this Agreement.


 


(b)       Each
Stockholder agrees to comply with the provisions set forth in Article 13 of the Charter (as it may be amended from time to time
in accordance with the terms of the Charter) as if such provisions were fully set forth in this Agreement mutatis mutandis.


 


(c)       Any
attempt by any Stockholder to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and
the Corporation shall not, and shall cause any transfer agent not to, give any effect in the Corporation’s stock records
to such attempted Transfer.


 


Section 2.02.Legends.
In addition to any other legend that may be required, each certificate for Company Securities issued to any Stockholder other
than the depositary for a securities clearing system shall bear a legend in the form contemplated in Article 13 of the Charter,
as it may be amended from time to time.


 


Article
3

INFORMATION


 


Section 3.01.Information
Requirements. The Corporation shall comply with the provisions set forth in Article 6 of the Bylaws (as it may be amended
from time to time in accordance with the terms of the Bylaws) as if such provisions were fully set forth in this Agreement mutatis
mutandis.


 




    3 


     


    

Article
4

ACTIONS SUBJECT TO STOCKHOLDER APPROVAL


 


Section 4.01.Actions Subject
to Stockholder Approval. The Corporation shall comply with the provisions set forth in Article 8 of the Charter (as it may
be amended from time to time in accordance with the terms of the Charter) as if such provisions were fully set forth in this Agreement
mutatis mutandis.


 


Article
5

MISCELLANEOUS


 


Section 5.01.Binding Effect;
Intended Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors,
administrators, successors, legal representatives and permitted assigns. Unless expressly provided in this Agreement, no provision
is intended to confer on any Person other than the Parties, and their respective heirs, successors, legal representatives and
permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.


 


Section 5.02.Notices.
All notices, requests and other communications to any party shall be in writing and shall be delivered in person, mailed by certified
or registered mail, return receipt requested, or sent by facsimile transmission or email transmission so long as receipt of such
email is requested and received:


 


Cloud Peak Energy Inc.

606 Post Road E #624

Westport, CT 06880

Attention: Gilbert Nathan

Email: gil@jacksonsquareadvisors.com


 


All notices,
requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to
5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request
or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any
notice, request or other written communication sent by facsimile transmission shall be confirmed by certified or registered mail,
return receipt requested, posted within one Business Day, or by personal delivery, whether courier or otherwise, made within two
Business Days after the date of such facsimile transmissions.


 


Any Person
that becomes a Stockholder shall provide its address and fax number to the Company, which shall promptly provide such information
to each other Stockholder.


 


Section 5.03.Governing
Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by,
and construed in


 




    4 


     


    

accordance with, the laws of
the State of Delaware, without regard to the conflicts of laws rules of such state.


 


Section 5.04.Jurisdiction.
The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out
of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of
the State of Delaware, or to the extent such court does not have subject matter jurisdiction, the United States District Court
for the District of Delaware, or to the extent such court also does not have subject matter jurisdiction, another court of the
State of Delaware, County of New Castle, so long as one of such courts shall have subject matter jurisdiction over such suit,
action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction
of business in the State of Delaware, and each of the Parties hereby irrevocably consents to the exclusive jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been
brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world,
whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of
process on such Party at the address provided pursuant to ‎Section 5.02 shall be deemed effective service of process on such
Party.


 


Section 5.05.WAIVER OF
JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 5.06.Specific
Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach
of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond,
and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific
performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be
available.


 


Section 5.07.Counterparts;
Effectiveness. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. Until and unless each
party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall
have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Notwithstanding
the foregoing, any Person that is to receive shares of Common Stock pursuant to the Plan of Reorganization shall, for purposes
of this ‎Section 5.07, be deemed to have executed


 




    5 


     


    

and delivered a counterpart signature
as of the date hereof regardless of whether such holder does and shall be bound to the terms of this Agreement.


 


Section 5.08.No Inconsistent
Agreements. The Corporation shall not hereafter enter into any agreement with respect to its Common Stock which is inconsistent
with or violates the rights granted to the Stockholders in this Agreement.


 


Section 5.09.Entire Agreement.
This Agreement constitute the entire agreement among the parties hereto and supersede all prior and contemporaneous agreements
and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof and thereof.


 


Section 5.10.Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable as applied to any circumstance
for any reason whatsoever, then, to the fullest extent permitted by applicable law, the validity, legality and enforceability
of such provisions in any other circumstance and of the remaining provisions of this Agreement (including, without limitation,
each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable that
is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby.


 


Section 5.11.Termination.
This Agreement shall terminate and cease to have any effect as it applies to any class of Company Security in the event that it
would prevent the eligibility of such class of Company Security for settlement and clearance through the Depository Trust Company,
or DTC.


 




    6 


     


    

IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day
and year first above written.


 





 


	 	
	 	THE CORPORATION:
	 	 
	 	CLOUD PEAK ENERGY, INC.
	 	 
	 	 
	 	By:	/s/ Gilbert Nathan
	 	 	Name:Gilbert Nathan
	 	 	Title:Chairman and Chief Executive Officer






 


 






     


     


    






	 	WOLVERINE FLAGSHIP FUND TRADING LIMITED, as Stockholder
	 	 
	 	
        By: WOLVERINE ASSET MANAGEMENT, LLC, its investment
manager 

	 	 
	 	By:	/s/ Kenneth L. Nadel
	 	 	Name:Kenneth L. Nadel
	 	 	Title:Authorized Signatory




 



     


     


    

	 	WEXFORD CATALYST INVESTORS LLC
	 	 
	 	 
	 	By:	/s/ Arthur Amron
	 	 	Name:Arthur Amron
	 	 	Title:Vice President and Assistant Secretary







 

	 	WEXFORD SPECTRUM INVESTORS LLC
	 	 
	 	 
	 	By:	/s/ Arthur Amron
	 	 	Name:Arthur Amron
	 	 	Title:Vice President and Assistant Secretary




 




	 	DEBELLO INVESTORS LLC
	 	 
	 	 
	 	By:	/s/ Arthur Amron
	 	 	Name:Arthur Amron
	 	 	Title:Vice President and Assistant Secretary




 



     


     


    

	 	TIAA Global Public Investments, LLC – Series Loan, as Lender
	 	 
	 	 
	 	By:	Teachers Advisors, LLC, its investment manager
	 	By:	/s/ Ji Min Shin         AD
	 	 	Name:Ji Min Shin
	 	 	Title:Senior Director




 




	 	TIAA Global Public Investments, LLC – Series High Yield, as Lender
	 	 
	 	 
	 	By:	Teachers Advisors, LLC, its investment manager
	 	By:	/s/ Ji Min Shin         AD
	 	 	Name:Ji Min Shin
	 	 	Title:Senior Director







 

	 	TIAA-CREF High Yield Fund, as Lender
	 	 
	 	 
	 	By:	Teachers Advisors, LLC, its investment manager
	 	By:	/s/ Ji Min Shin         AD
	 	 	Name:Ji Min Shin
	 	 	Title:Senior Director







 

	 	TIAA-CREF Bond Plus Fund, as Lender
	 	 
	 	 
	 	By:	Teachers Advisors, LLC, its investment manager
	 	By:	/s/ Ji Min Shin         AD
	 	 	Name:Ji Min Shin
	 	 	Title:Senior Director







 

	 	Teachers Insurance and Annuity Association of America, as Lender
	 	 
	 	 
	 	By:	Nuveen Alternatives Advisors LLC, its investment manager
	 	By:	/s/ Ji Min Shin         AD
	 	 	Name:Ji Min Shin
	 	 	Title:Senior Director




 


 



     


     


    

	 	GRACE BROTHERS, LP, as Stockholder
	 	 
	 	By:	
        BRO-GP, LLC, its General Partner

         

	 	By:	/s/ Bradford T. Whitmore
	 	 	Name:Bradford T. Whitmore
	 	 	Title:Manager




 



     


     


    

	 	Arena Short Duration High Yield Fund, L.P., Series A, as Stockholder
	 	 
	 	 
	 	By:	ARENA CAPITAL ADVISORS, LLC

for and on behalf of the funds and accounts it manages its investment manager
	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President







 

	 	Arena Short Duration High Yield Fund, L.P., Series B, as Stockholder
	 	 
	 	 
	 	By:	ARENA CAPITAL ADVISORS, LLC

for and on behalf of the funds and accounts it manages its investment manager
	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President







 

	 	Arena Short Duration High Yield Fund, L.P., Series C, as Stockholder
	 	 
	 	 
	 	By:	ARENA CAPITAL ADVISORS, LLC

for and on behalf of the funds and accounts it manages its investment manager
	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President




 


 



     


     


    



 


	 	Arena Short Duration High Yield Fund, L.P., Series D, as Stockholder
	 	 
	 	 
	 	By:	ARENA CAPITAL ADVISORS, LLC

for and on behalf of the funds and accounts it manages its investment manager
	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President



 


  


	 	Arena Short Duration High Yield Fund, L.P., Series E, as Stockholder
	 	 
	 	 
	 	By:	ARENA CAPITAL ADVISORS, LLC

for and on behalf of the funds and accounts it manages its investment manager
	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President



 


 




	 	Arena VII, LLC, as Stockholder
	 	 
	 	 
	 	By:	ARENA CAPITAL ADVISORS, LLC

for and on behalf of the funds and accounts it manages its investment manager
	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President




 


 


 



     


     


    

	 	INKA for the account of beTurn, as Stockholder
	 	 
	 	 
	 	By:	
        ARENA CAPITAL ADVISORS, LLC 

        for and on behalf of the funds and accounts it manages
its investment manager 

	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President

 


 

	 	TDC National Assurance Company, as Stockholder
	 	 
	 	 
	 	By:	
        ARENA CAPITAL ADVISORS, LLC 

        for and on behalf of the funds and accounts it manages
its investment manager 

	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President




 




	 	The Doctor’s Company, an Interinsurance Exchange, as Stockholder
	 	 
	 	 
	 	By:	
        ARENA CAPITAL ADVISORS, LLC 

        for and on behalf of the funds and accounts it manages
its investment manager 

	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President




 



     


     


    

	 	Hospitals Insurance Company, Inc., as Stockholder
	 	 
	 	 
	 	By:	
        ARENA CAPITAL ADVISORS, LLC 

        for and on behalf of the funds and accounts it manages
its investment manager 

	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President

 


 

	 	BUMA Universal Fonds CTA., as Stockholder
	 	 
	 	 
	 	By:	
        ARENA CAPITAL ADVISORS, LLC 

        for and on behalf of the funds and accounts it manages
its investment manager 

	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President




 




	 	T&D
Funds – Arena Short Duration High Yield Fund, as Stockholder 

	 	 
	 	 
	 	By:	
        ARENA CAPITAL ADVISORS, LLC 

        for and on behalf of the funds and accounts it manages
its investment manager 

	 	 	 
	 	By:	/s/ Sanije Perrett
	 	 	Name:Sanije Perrett
	 	 	Title:President




 



     


     


    

	 	
        ALLIANZ GLOBAL INVESTORS U.S. LLC, in its capacity as
        investment manager, investment adviser or investment sub-adviser and on behalf of the investment vehicles identified below as Stockholders:

         

         

        Allianz Short Duration High Yield Fund, a series of Allianz
        Global Investors Trust, as Stockholder

         

         

        AllianzGI Short Duration High Income Fund, a series of
        Allianz Funds Multi-Strategy Trust, as Stockholder

         

         

        Allianz US Short Duration High Income Bond Fund,
a sub-fund of Allianz Global Investors Fund, as Stockholder 

	 	 
	 	 
	 	By:	/s/ Steven Gish
	 	 	Name:Steven Gish
	 	 	Title:Director




 



     


     


    

	 	Northern Multi-Manager High Yield Opportunity Fund, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director

 


 

	 	General Organization for Social Insurance, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director

 


 

	 	PensionDamark Pensionforsikringsaktieselskab as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director







 

	 	PACE High Yield Investments, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director



 


 


	 










     


     


    







	 	Government of Guam Retirement Fund, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director







 

	 	Ohio Public Employees Retirement System, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director







 

	 	Pinnacol Assurance, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director







 

	 	Nomura Funds Ireland plc – Global High Yield Bond Fund, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 



      


     


    

	 	Kapitalforeningen MP Invest High Yield Obligationer V, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director

 


 

	 	The State of Connecticut Acting Through its Treasurer, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director







 

	 	Blue Cross and Blue Shield Association National Retirement Trust, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc., its investment
        manager

        

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director







 

	 	American Century Investment Trust – NT High Income Fund, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 


 






     


     


    



	 	Stichting Pensionfoends TNO as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director

 


 

	 	Delta Master Trust, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 


 

	 	Commonwealth of Massachusetts Employees Deferred Compensation Plan, as Lender
	 	 
	 	 
	 	By:	Nomura Corporate Research and Asset Management, Inc., its investment manager
	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 


 

	 	American Century U.S. High Yield Corporate Bond Collective Fund, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




  






     


     


    



	 	Illinois State Board of Investment, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director







 

	 	American Century Investment Trust – High Income Fund, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director

 


 

	 	Nomura Bond & Loan Fund, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director







 

	 	Louisiana State Employees’ Retirement System, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 


 



     


     


    



	 	Stichting Pensioenfonds Hoogovens, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 




	 	Mars Associates Retirement Plan, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director







 

	 	Stichting Mars Pensioenfonds, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director

 


 

	 	Montgomery County Consolidated Retiree Health Benefits Trust, as Lender
	 	By:	
        Nomura Corporate Research and Asset Management, Inc., its investment
        manager

         

	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 


 



     


     


    

	 	Montgomery County Employees’ Retirement System, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 




	 	Nomura US Attractive Yield Corporate Bond Fund Mother Fund, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director

 


 

	 	L-3 Communications Corporation Master Trust, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 



     


     


    

	 	National Railroad Retirement Investment Trust, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director




 

	 	Delta Pilots Disability and Survivorship Trust, as Lender
	 	 
	 	 
	 	By:	
        Nomura Corporate Research and Asset Management, Inc.,
its investment manager 

	 	 	 
	 	By:	/s/ Stephen Kotsen
	 	 	Name:Stephen Kotsen
	 	 	Title:Managing Director





 










     


     


    

SCHEDULE
A


 


Stockholders


 


	Wolverine Flagship Fund Trading Limited	c/o
Wolverine Asset Management, LLC 

        175 W. Jackson Blvd.,
Suite 340 

        Chicago, IL 60604 

	TIAA
    Global Public Investments, LLC - Series Loan	730 Third Avenue 

    New York, NY 10017
	TIAA
    Global Public Investments, LLC - Series High Yield	730 Third Avenue 

    New York, NY 10017
	TIAA-CREF
    High Yield Fund	730 Third Avenue 

    New York, NY 10017
	TIAA-CREF
    Bond Plus Fund	730 Third Avenue 

    New York, NY 10017
	Teachers
    Insurance and Annuity Association of America	730 Third Avenue 

    New York, NY 10017
	Wexford
    Catalyst Investors LLC	411 West Putnam Avenue,
    Suite 125

    Greenwich, CT 06830
	Wexford
    Spectrum Investors LLC	411 West Putnam Avenue,
    Suite 125

    Greenwich, CT 06830
	Debello
    Investors LLC	411 West Putnam Avenue,
    Suite 125

    Greenwich, CT 06830
	GRACE
    BROTHERS, LP	1603 Orrington Ave.,
    Suite 900

    Evanston, IL 60201
	Arena
    Short Duration Short Duration High Yield Fund, L.P. - Series A	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	Arena
    Short Duration Short Duration High Yield Fund, L.P. - Series B	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	Arena
    Short Duration Short Duration High Yield Fund, L.P. - Series C	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	Arena
    Short Duration Short Duration High Yield Fund, L.P. - Series D	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025


  


 




     


     


    

	Arena Short Duration Short Duration High Yield
    Fund, L.P. - Series E	12121
    Wilshire Blvd, Ste. 1010

    Los Angeles, CA 90025
	Arena
    VII, LLC	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	INKA
    for account of BeTurn	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	TDC
    National Assurance Company	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	The
    Doctor’s Company, an Interinsurance Exchange	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	Hospitals
    Insurance Company, Inc.	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	BUMA
    UNIVERSAL FONDS CTA	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	T&D
    Funds - Arena Short Duration High Yield Fund	12121 Wilshire Blvd,
    Ste. 1010

    Los Angeles, CA 90025
	Allianz
    Short Duration High Yield Fund, a series of Allianz Global Investors Trust	600 West Broadway

    San Diego, CA  92101
	AllianzGI
    Short Duration High Income Fund, a series of Allianz Funds Multi-Strategy Trust	600 West Broadway

    San Diego, CA  92101
	Allianz
    US Short Duration High Income Bond Fund, a sub-fund of Allianz Global Investors Fund	600 West Broadway
    

    San Diego, CA  92101
	American
    Century Investment Trust - High Income Fund	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	American
    Century Investment Trust – NT High Income Fund	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	American
    Century U.S. High Yield Corporate Bond Collective Fund	309 West 49th Street,
        19TH Floor

        

        New York, NY 10019-7316 

	Blue
    Cross and Blue Shield Association National Retirement Trust	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 



  


 




     


     


    

	Commonwealth of Massachusetts Employees Deferred
    Compensation Plan	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Delta
    Master Trust	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Delta
    Pilots Disability and Survivorship Trust	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	General
    Organization for Social Insurance	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Government
    of Guam Retirement Fund	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Illinois
    State Board of Investment	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Kapitalforeningen
    MP Invest High yield obligationer V	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	L-3
    Communications Corporation Master Trust	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Louisiana
    State Employees' Retirement System	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Mars
    Associates Retirement Plan	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Montgomery
    County Consolidated Retiree Health Benefits Trust	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Montgomery
    County Employees' Retirement System	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	National
    Railroad Retirement Investment Trust	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Nomura
    Bond & Loan Fund	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Nomura
    Funds Ireland plc - Global High Yield Bond Fund	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Nomura
    US Attractive Yield Corporate Bond Fund Mother Fund	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 



  


 




     


     


    

	Northern Multi-Manager High Yield Opportunity
    Fund	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Ohio
    Public Employees Retirement System	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	PACE
    High Yield Investments	309
West 49th Street, 19TH Floor

        New York, NY 10019-7316 

	PensionDanmark
    Pensionforsikringsaktieselskab	309 West 49th Street,
        19TH Floor

        

        New York, NY 10019-7316 

	Stichting
    Mars Pensioenfonds	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Stichting
    Pensioenfonds Hoogovens	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	Stichting
    Pensioenfonds TNO	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 

	The
    State of Connecticut Acting Through Its treasurer	309
West 49th Street, 19TH Floor 

        New York, NY 10019-7316 



  


 




     


     


    

Exhibit
A


 


JOINDER
TO STOCKHOLDERS AGREEMENT OF


 


CLOUD
PEAK ENERGY, INC.


 


ANY
CAPITALIZED TERM THAT IS NOT OTHERWISE DEFINED IN THIS JOINDER SHALL HAVE THE MEANING GIVEN TO IT IN THE STOCKHOLDERS AGREEMENT
OF CLOUD PEAK ENERGY, INC. (THE “AGREEMENT”) DATED DECEMBER 5 2019, AS AMENDED FROM TIME TO TIME. A COPY OF
THE AGREEMENT IS ATTACHED TO AND INCORPORATED FOR ALL PURPOSES IN THIS JOINDER.


 


The undersigned
has acquired shares of Common Stock of Cloud Peak Energy, Inc., a Delaware corporation (the “Corporation”),
from one or more Stockholders and, by signing this Joinder, the undersigned agrees as follows:


 


1.       THE
UNDERSIGNED HAS RECEIVED, READ AND UNDERSTANDS THE AGREEMENT.


 


2.       THE
UNDERSIGNED ACKNOWLEDGES AND AGREES THAT BY SIGNING THIS JOINDER IT IS BECOMING A PARTY TO THE AGREEMENT AS A “STOCKHOLDER”
JUST AS THOUGH IT HAD SIGNED THE AGREEMENT ITSELF. ACCORDINGLY, THE UNDERSIGNED AGREES TO BE BOUND BY ALL OF THE TERMS AND PROVISIONS
OF THE AGREEMENT AND TO BE SUBJECT TO ALL OF THE OBLIGATIONS IMPOSED ON A STOCKHOLDER BY OR UNDER THE AGREEMENT AND APPLICABLE
LAW. THE UNDERSIGNED RATIFIES AND CONFIRMS EACH AND EVERY ARTICLE, SECTION AND PROVISION OF THE AGREEMENT.


 


3.       The
undersigned acknowledges that it has the ability to access the Secured Site and the opportunity to review the information contained
therein.


 


4.       FOR
THE AVOIDANCE OF DOUBT, THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE AGREEMENT CONSTITUTES THE LEGAL, VALID, AND BINDING OBLIGATION
OF THE UNDERSIGNED AND IT IS ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.


 


	Natural Person:	 	Entity:	 
	 	 	 	 
	(Print
Name) 
	 	(Print
Entity Name)
	 
	 	 	 	 
	 	 	 	 






	 	 	By:		 



	(Signature)	 	(Signature)	 






	 	 	Print Name:	 	 






	 	 	Title: 	 	 


  


 






     


     


    




	Address:	 	Address:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 






	Telephone No.	 	 	Telephone No.	 	 






	Facsimile No.	 	 	Facsimile No.	 	 






	Email address:	 	 	Email address:	 	 






	 	 	 	 
	 	 	 	 
	 	 	 	 






	Date Signed:	 	 	Date Signed:	 	 



 


 


The Corporation
has accepted this Joinder and admits ______________________ as a Party to the Agreement effective _______________________, _____.


 


 


Cloud Peak Energy,
Inc.


 


 


 


By:__________________________


Name:


Title: