GENERAL
ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE


 


This
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE (this “Agreement”), dated as of August
14, 2019 (the “Effective Date”), is made and entered into by and among Blackjewel L.L.C., a Delaware limited
liability company (“Blackjewel”), Blackjewel Holdings L.L.C., a Delaware limited liability company (“Holdings”,
and together with Blackjewel, Revelation Energy Holdings, LLC, a Delaware limited liability company, Revelation Management Corp.,
a Delaware corporation, Revelation Energy, LLC, a Kentucky limited liability company, Dominion Coal Corporation, a Virginia corporation,
Harold Keene Coal Co. LLC, a Virginia limited liability company, Vansant Coal Corporation, a Virginia corporation, Lone Mountain
Processing LLC, a Delaware limited liability company, Powell Mountain Energy, LLC, a Delaware limited liability company and Cumberland
River Coal LLC, a Delaware limited liability company, each a “Seller” and collectively, “Sellers”)
and Jewell Valley Mining LLC, a Delaware limited liability company and wholly owned subsidiary of Rhino Energy LLC (“Buyer”).


 


In
consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as
follows:


 


	1.	This
    Agreement is subject in all respects to approval by the United States Bankruptcy Court for the Southern District of West Virginia
    (the “Bankruptcy Court”) by entry of an order in form and substance acceptable to Buyer. 
	 	 
	2.	Each
    Seller does hereby sell, transfer, assign, convey and deliver to Buyer all of the right, title and interest of such Seller
    in, to and under the Purchased Assets described on Exhibit A and incorporated herein by reference, free and clear of
    all liens, claims, interests and encumbrances, to the fullest extent permitted by the Bankruptcy Code and by the order of
    the Bankruptcy Court authorizing and approving the transactions described in this Agreement (“Liens”) (other
    than those Liens created by Buyer) and Excluded Liabilities described on Exhibit B and incorporated herein by reference,
    and Buyer hereby accepts the sale, transfer, assignment, conveyance and delivery of such Seller’s right, title and interest
    in all such Purchased Assets. This Agreement does not sell, transfer, assign, convey or deliver to Buyer any right, title
    or interest in, to or under the Excluded Assets described on Exhibit C and incorporated herein by reference.
	 	 
	3.	Buyer
    does hereby assume from Sellers and agrees to timely pay, perform and discharge in accordance with their respective terms,
    the Assumed Liabilities described on Exhibit D attached hereto and incorporated herein by reference. Nothing in this
    Agreement shall be construed as the assumption by Buyer of any Excluded Liabilities.
	 	 
	4.	Each
    Seller does hereby sell, transfer, assign, convey, and deliver to Buyer all of the right, title and interest of such Seller
    in, to and under the Assumed Leases described on Exhibit E, attached hereto and incorporated herein by reference, to
    which such Seller is a party, free and clear of all Liens (other than those Liens created by Buyer) and Excluded Liabilities,
    and Buyer hereby accepts such assignment, and Buyer does hereby assume and agree to pay, perform and discharge, as and when
    due, all of the duties and obligations of such Seller under all such Assumed Leases arising from and after the Effective Date,
    except to the extent such duties and obligations constitute Excluded Liabilities. 



 



    	 	 	 



     


    

 





	5.	Each
    Seller does hereby sell, transfer, assign, convey and deliver to Buyer all of the right, title and interest of such Seller
    in, to and under the Assumed Purchased Contracts described on Exhibit F, attached hereto and incorporated herein by
    reference, to which such Seller is a party, free and clear of all Liens (other than those Liens created by Buyer) and Excluded
    Liabilities, and Buyer hereby accepts such assignment, and Buyer does hereby assume and agree to pay, perform and discharge,
    as and when due, all of the duties and obligations of such Seller under all such Assumed Purchased Contracts arising from
    and after the Effective Date, except to the extent such duties and obligations constitute Excluded Liabilities. 
	 	 
	6.	In
    consideration for the Purchased Assets, Buyer will: (i) assume the Assumed Liabilities, (ii) pay Sellers the amount of $850,000
    in immediately available funds, and (iii) pay Sellers or their designees a cash royalty payment in the aggregate amount of
    $250,000 on coal produced utilizing the assets listed on Exhibit A hereto, which royalty payment shall be (A) paid
    over a one-year period beginning on the Effective Date and (B) contained in such additional definitive documentation as may
    be mutually agreed upon by the parties. 
	 	 
	7.	Each
    Seller is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation
    and, subject to any limitations that may be imposed on such Sellers resulting from or relating to the Bankruptcy Case (as
    defined herein), has the requisite power and authority to own, lease and operate its properties and to carry on its business
    as now conducted.
	 	 
	8.	Sellers
    own the Purchased Assets free and clear of all Liens (other than those Liens created by Buyer) and, as of the Effective Date,
    Buyer will be vested with good, marketable, and valid title to the Purchased Assets, free and clear of all Liens (other than
    those Liens created by Buyer) and Excluded Liabilities, to the fullest extent permissible under law, including Sections 105,
    363, and 365 of the Bankruptcy Code and Rules 6004 and 6006 of the Federal Rules of Bankruptcy Procedure. Further, Sellers
    represent and warrant that they have taken all necessary actions and provided all necessary notice and service of process
    to all entities who claim to hold a Lien on, in, or to any of the Purchased Assets.
	 	 
	9.	The
    Bankruptcy Court will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes,
    which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transaction
    contemplated under this Agreement. Any and all proceedings related to the foregoing will be filed and maintained only in the
    Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such
    purposes; provided, however, that if the bankruptcy case captioned in re Blackjewel, L.L.C., et. al (the “Bankruptcy
    Case”) has been closed pursuant to Section 350 of the Bankruptcy Code, 11 U.S.C. §§ 101, et seq.,
    the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the State Courts located in New
    York County, New York (or in the event (but only in the event) that such court does not have subject matter jurisdiction over
    such proceeding, in the United States District Court for the Southern District of New York) and any appellate court from any
    thereof, for the resolution of any such claim or dispute. The parties hereby irrevocably waive, to the fullest extent permitted
    by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in
    such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties agrees that a judgment
    in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.



 






    	 	 	 



     


    







 


	10.	In
    the event that, within twelve (12) months following the Effective Date, it is discovered and demonstrated to the satisfaction
    of the Buyer that certain assets, properties or rights, including fractional real property interests, owned, leased or subleased
    were conveyed to Buyer by Sellers but not previously used or held for use in connection with the Virginia Subdivision, then
    Buyer shall use its commercially reasonable efforts to assign, convey, lease or sublease, as applicable, such assets, properties,
    or rights to Seller (or its designee), in each case upon the reasonable request of Seller (or its designee), at no additional
    cost or expense to Seller (or its designee). 
	 	 
	11.	Each
    party to this Agreement waives any right to trial by jury in any action, matter or proceeding regarding this Agreement or
    any provision hereof.
	 	 
	12.	This
    Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof
    and supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof. This Agreement
    can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific
    reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or
    waiver is sought. 
	 	 
	13.	This
    Agreement will be governed by and construed in accordance with federal bankruptcy law, to the extent applicable, and, where
    state law is implicated, the laws of the State of New York applicable to contracts made and performed in such State.
	 	 
	14.	This
    Agreement may be executed in counterparts, each of which will be deemed to be an original copy of this Agreement and all of
    which, when taken together, will be deemed to constitute one and the same agreement. 
	 	 
	15.	Each
    party hereto agrees, upon the reasonable request of any other party hereto (and at such other party’s expense), to make,
    execute and deliver any and all documents or instruments of any kind or character, and to perform all such other actions,
    that may be reasonably necessary or proper to effectuate, confirm, perform or carry out the terms or provisions of this Agreement.
	 	 
	16.	This
    Agreement may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing
    signed by the parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
    respective successors and permitted assigns.
	 	 
	17.	WITH
    RESPECT TO ALL MATTERS SOLD, ASSIGNED, TRANSFERRED AND CONVEYED PURSUANT HERETO, SUCH MATTERS ARE HEREBY SOLD, ASSIGNED, TRANSFERRED
    AND CONVEYED TO BUYER ON AN “AS IS”, “WHERE IS”, “WITH ALL FAULTS” BASIS, WITHOUT ANY
    REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO SUCH MATTERS, WHETHER ORAL
    OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING, WITHOUT LIMITATION,
    ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


[Signature
Page Follows]


 




    	 	 	 



     


    

 


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


 


	 	SELLERS:
	 	 	 
	 	Blackjewel L.L.C.
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer








 


	 	Blackjewel Holdings L.L.C. 
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 


	 	Revelation Energy Holdings, LLC 
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 


	 	Revelation Management Corp.
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 


	 	Revelation Energy, LLC 
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 




    	 	 	 



     


    




 


	 	Dominion Coal Corporation 
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 


	 	Harold Keene Coal Co. LLC 
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 








	 	Vansant Coal Corporation 
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 


	 	Lone Mountain Processing LLC 
	 	 
	 	By:	/s/ David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 


	 	Powell Mountain Energy, LLC
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 


	 	Cumberland River Coal LLC 
	 	 
	 	By:	/s/
    David     J. Beckman
	 	Name:	David
    J. Beckman
	 	Title:	Interim
    Chief Executive Officer


 


	 	BUYER: 
	 	 	 
	 	Jewell Valley Mining LLC
	 	 
	 	By:	/s/
    Richard     A. Boone
	 	Name:	Richard
    A. Boone
	 	Title:	President
    & CEO


 




    	 	 	 



     


    

 


EXHIBIT
A


 


Purchased
Assets


 





	DIV	 	MineAbbrv
    	 	Mine

                                                                                Location 
	 	Job
    / Job Name 	 	Permit
    # 	 	Bond

                                                                                Amount

	 	 	 	 	 	 	 	 	 	 	 
	VA	 	D15	 	Pioneer
    #1	 	D-15
    - Pioneer #1	 	Permit
    #1201797 	 	 414,100
    
	VA	 	D16	 	Mavrick	 	D-16
    Mavrick - DOMINION #30	 	Permit
    #1202258 	 	 352,200
    
	VA	 	D16	 	Mavrick	 	D-16
    Mavrick - DOMINION #30 Shadow Permit	 	Permit
    #Y-4015-97 	 	 
	VA	 	D17	 	Tiller
    #4	 	D-17
    Tiller #4 - SURFACE MINE #1	 	Permit
    #1702261 	 	 1,791,400
    
	VA	 	D18	 	Tiller
    #5	 	D-18
    Tiller #5 - DOMINION MINE #7	 	Permit
    #1202259 	 	 325,000
    
	VA	 	D18	 	Tiller
    #5	 	D-18
    Tiller #5 - DOMINION MINE #7 Shadow Permit	 	Permit
    #Y-3032-12 	 	 
	VA	 	D18	 	Dominion
    #7	 	D-18
    - Dominion 7 Shadow Permit	 	Permit
    #Pending Transfer 	 	 -
    
	VA	 	D20	 	Beehive	 	D-20
    Beehive - DOMINION MINE #34	 	Permit
    #1202286	 	 241,500
    
	VA	 	P12	 	Flatrock	 	P-12
    Flatrock - FLATROCK PLANT & REFUSE	 	Permit
    #1702276 	 	 2,058,000
    
	VA	 	R251
    	 	FLATROCK
    #251	 	R251
    - FLATROCK NORTHEAST	 	Permit
    #1102084 	 	 429,000
    
	VA	 	T12	 	Raven
    Loadout	 	T-12
    Raven Loadout - RAVEN DOCK	 	Permit
    #1302005 	 	 23,300
    


 


The
Purchased Assets shall include, with respect to each specified Job / Job Name and Permit, all such leases, interests in real property,
contracts, governmental permits and/or authorizations, improvements, equipment, parts and inventory, maps, records and employee
information (to the extent permitted by law) necessary and desirable for the operation of such Job / Job Name and Permit as such
operation would be operated by an experienced and prudent operator and which are held by Sellers with respect to such Job / Job
Name and Permit. The Purchased Assets also include any real property, improvements, leases, equipment, parts and inventory located
within the Virginia Subdivision property control whether or not contained within, on, or under the mine/permit listed above. For
the avoidance of doubt, and except as otherwise agreed separately as between the Buyer and United Bank, the Buyer has agreed to
carve out, and is not acquiring, any of the Sellers’ assets pursuant to this Agreement upon which United Bank asserts a
lien, interest or claim (the “United Collateral”), and United Bank’s liens, interests, and claims against the
Sellers or such Assets shall remain undisturbed by this Agreement. Buyer shall permit United Bank and/or the Sellers reasonable
ingress, egress and regress to its real properties necessary for United Bank and/or the Sellers to retrieve such United Collateral.


 


The
permit numbers listed herein are permit numbers that are either currently assigned or formerly assigned permit numbers, depending
upon current permit transfer status to the applicable Seller. The permit numbers listed are for reference to a specific mine;
Buyer and Sellers agree that the actual permit number may vary due to a portion of the permits being in different phases of transfer
at this time.


 


For
the avoidance of doubt, Buyer is not acquiring any assets of the Sellers pursuant to this Agreement upon which Caterpillar Financial
Services (“Caterpillar”) asserts a Lien, Claim or Interest (the “Caterpillar Collateral”). Buyer shall
permit Caterpillar (subject to the requirements of the Bankruptcy Code) or the Sellers reasonable ingress, egress and regress
to its real properties necessary to retrieve the Caterpillar Collateral.


 


For
a period of twelve (12) months following the Effective Date, Sellers or their representatives agree to take commercially reasonable
actions to designate Buyer as operator under the acquired permits, and to provide and execute documents and instruments to allow
Buyer’s transfer and assumption of such permits as may be requested by Buyer. For a period of twelve (12) months following
the Effective Date, Sellers or their representatives further agree to take commercially reasonable actions to cause the assignment
and/or transfer to Buyer of each asset referenced herein, including all leases, real property interests, equipment, and contracts
designated by Buyer.


 







    	 	 	 



     


    

 








EXHIBIT
B


 


Excluded
Liabilities


 


Any
obligation pursuant to an instrument, whether identified as deed or otherwise, purporting to obligate any of the Debtors to pay
any royalties such as overriding royalties, wheelage royalties, or the like, which instrument does not run with the land under
applicable nonbankruptcy law.


 


Buyer
will not assume any reclamation obligations associated with any permit not identified in Exhibit A to this Agreement or associated
with any permit for which Buyer is not the highest and best bidder.


 


All
liabilities not identified in Exhibit D to this Agreement as Assumed Liabilities are Excluded Liabilities.


 




    	 	 	 



     


    

 


EXHIBIT
C


 


Excluded
Assets


 


Any
asset not identified as a Purchased Asset in Exhibit A to this Agreement, is an Excluded Asset.


 




    	 	 	 



     


    

 


EXHIBIT
D


 


Assumed
Liabilities


 


All
reclamation obligations related to the permits identified in Exhibit A to this Agreement.


 




    	 	 	 



     


    

 


EXHIBIT
E


 


Assumed
Leases


 


Leases
expressly designated by Buyer after the Effective Date, subject to agreement on cure amounts, minimum and production royalty amounts,
and any additional terms with counterparties to such leases to Buyer’s satisfaction.


 




    	 	 	 



     


    

 


EXHIBIT
F


 


Assumed
Purchased Contracts


 


Contracts
expressly designated by Buyer after the Effective Date, subject to agreement on cure amounts and any additional terms with counterparties
to such contracts to Buyer’s satisfaction.