EX-10.39



 Exhibit 10.39 
 (5000-FOOT EXTENSION) 
 THIS COAL MINING LEASE AGREEMENT dated as of March
13, 2006 by and between INDEPENDENCE LAND COMPANY, LLC, as Lessor and WILLIAMSON ENERGY, LLC as Lessee. 

WITNESSETH 
 WHEREAS, Lessor owns the coal reserves which lie within the Leased Premises as hereafter defined, and 
 WHEREAS, Lessee desires to lease those coal reserves from Lessor. 
 NOW,
THEREFORE, in consideration of the premises which are not mere recitals but are an integral part hereof and other good and valuable consideration including the rents, royalties, covenants and agreements herein contained, the parties hereto,
intending to be legally bound hereby, covenant and agree as follows: 
 SECTION 1.     LEASE FOR COAL MINING PURPOSES.

 In consideration of the terms, conditions, and stipulations set forth to be performed and observed by Lessee, Lessor,
acting on its own behalf and with the intention of exercising any right, option or power held by it on behalf of any other person or entity, does hereby demise, lease and let to Lessee, for the purpose of mining, processing and transporting, all of
the coal underlying the area designated and described in and by the methods stated on Exhibit A, attached hereto and made a part hereof, and hereinafter referred to as the Leased Premises. 

SECTION 2.     RESERVATIONS AND EXCEPTIONS. 
 All rights, title and interest vested in Lessor in or relating to the right to mine the coal contained within the Leased Premises are specifically granted to Lessee. Lessee acknowledges that Lessor has no
interest, right or title to the surface, oil and gas or other estates and that it is the intent of the parties hereto to grant to Lessee, by this Lease, all rights therein granted and Lessee acknowledges that it takes this lease subject to all
encumbrances, rights of way and easements of any kind affecting the Leased Premises and the surface overlying the coal seam herein leased. 

  
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	SECTION	3.     TERM. 

 The term of this Lease shall be for a period of Fifteen (15) years from the date set forth in the preamble paragraph hereto (hereinafter, the “anniversary date”), unless sooner terminated
as hereinafter provided. Provided, however, if the Lessee is not in default of the terms hereof at the end of the primary term as set out above or any extended term, it may elect to renew this Lease for additional Five (5) year terms on the
same terms and conditions set forth herein until all the merchantable and mineable coal underlying the Leased Premises shall have been mined and removed. 
 In the event all the merchantable and mineable coal underlying the Leased Premises shall have been mined and removed from the Leased Premises pursuant to the provisions of this Lease, then this Lease
shall cease and terminate upon the date when all such coal shall have been mined and removed. 
 In the event the Leased
Premises shall be taken, damaged, or injured by the exercise of the right of condemnation or eminent domain, or any other legal proceedings or acts by federal, state, county, municipal, or other governmental, public, or quasi public authority, or by
any corporation, person, or persons having lawful power and authority to exercise the right of condemnation, eminent domain or legal proceeding, in any way which impacts the ability to mine the coal within the Leased Premises, then this Lease shall
automatically terminate with respect to any property taken on the date of such taking. 
 SECTION 4.     ROYALTIES.

 Lessee shall pay to Lessor, at the address designated for notices to Lessor under Section 11 or at such other places
as Lessor may from time to time designate in writing, during the term of this Lease, as rental hereunder, a tonnage royalty for the coal mined from the Leased Premises during each calendar month of the term hereof, to be received by Lessor within
twenty (20) days from the end of the month to which payment applies, in the amount of the greater of Nine Percent (9%) of the Gross Selling Price of the coal and Two Dollars and Eighty Five Cents ($2.85) per ton. The foregoing payments
shall hereafter be referred to as “Tonnage Royalty”. 
 In addition to the foregoing Tonnage
Royalty, Lessee shall pay a minimum deficiency for the period covering 2006 of $416,750 due and payable on June 20, 2007, covering the period beginning with the date hereof until May 31, 2007. Thereafter, for the two calendar quarters in
2007, the quarterly minimum deficiency will be $312,500 due and payable on the 20th of October in 2007 and January 2008 for the prior quarter’s production. Thereafter, beginning with the quarterly minimum deficiency due April 20, 2008 the quarterly minimum deficiency will be
$416,750 payable on the 20th of January, April, July and
October in each year this Lease is in effect, for the prior quarter production. Each payment of the quarterly minimum deficiency shall hereafter be referred to as a “Quarterly Deficiency Payment”. If during any quarter Lessee shall pay


  
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Tonnage Royalty that is less than the Quarterly Deficiency Payment, Lessee will pay to Lessor, at the prescribed time, the difference between the Tonnage Royalty paid and the Quarterly Deficiency
Payment due. If during any quarter Lessee shall pay Tonnage Royalty that is equal to or in excess of the Quarterly Deficiency Payment, then no Quarterly Deficiency Payment shall be due for that quarter. If during any quarter the Tonnage Royalty
exceeds the Quarterly Deficiency Payment due for the quarter, then Lessee has the right to recoup any unrecouped Quarterly Deficiency Payment made during the preceding nineteen quarters from the excess Tonnage Royalty on a first paid first recouped
basis. No Tonnage Royalty paid for coal mined in any quarter shall be credited to the payment of any Quarterly Deficiency Payment due for any succeeding quarter or quarters. These Quarterly Deficiency Payments shall forever cease in the quarter when
the amount of merchantable and mineable coal remaining in the Leased Premises would yield a total Tonnage Royalty equal to the unrecouped Quarterly Deficiency Payments. 
 Notwithstanding any of the foregoing, should Lessee be unable to mine coal from the Leased Premises during a period of thirty (30) consecutive calendar days during the term hereof as a result of a
Force Majeure, the subsequent Quarterly Deficiency Payments, as the case may be shall be adjusted and prorated to waive the applicable Quarterly Deficiency Payments for such days in which Lessee was unable to mine coal. The term “Force
Majeure” as used herein, shall mean a nationwide strike in the coal industry or a strike at the mine on the Leased Premises, acts of God, acts of a public enemy, wars, insurrections, earthquakes, floods, loss of utilities and other causes
beyond the reasonable control of Lessee. If the Parties are unable to mutually agree to the occurrence or resolution of a Force Majeure event the parties shall submit the matter to arbitration pursuant to this Lease. 

The term “ton” referred to herein shall mean two thousand (2,000) pounds. 

The term “coal” referred to herein shall include any low-coal content merchantable
product that is sold and shipped under various trade names including, but not limited to, bone, coal, fuel and middlings (collectively “Middlings”). In the event any Middlings are sold and shipped, then the Parties agree to negotiate a
fair reduction to the fixed dollar portion of the Tonnage Royalty. 
 Subject to the qualification hereinafter stated in this
paragraph, “Gross Selling Price” of coal shall, for all purposes under this Lease, be the amount received, either directly or indirectly by Lessee or any of its affiliates or any direct or indirect financially controlled company in the
first bona fide arm’s length transaction, after preparation and/or tippling, regardless of who owns or operates such preparation or tippling facilities, f.o.b. railroad cars or other transport at the mine site, without any deduction for selling
expense or sales commission. If Lessee, any affiliated company of the Lessee, or the preparer or tippler of the coal shall consume any of the coal, the price of the coal as consumed shall be considered equal to the (1) same month’s
weighted average sales price of coal sold to unaffiliated customers, or (2) if there are no unaffiliated customers, the average sales price of comparable coal from the Illinois Basin coalfield in the open market. 

  
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 Lessee shall furnish to Lessor on or before the 20th day of each calendar month a statement showing the quantity of coal
shipped from the Leased Premises and weights of coal, if any, consumed on the Leased Premises or at the preparation plant or tipple during the preceding calendar month. The Parties will mutually agree to methods for the ascertainment of and payment
of Tonnage Royalties on the coal mined, shipped, sold, or consumed under this Lease. Lessee shall keep accurate and correct books of account showing all coal mined, and all coal consumed, transported, or shipped from the Leased Premises or
elsewhere, together with the correct weights and Gross Selling Price thereof, to which books and records Lessor shall at all reasonable times have access for verification of statements to be furnished by Lessee. Lessor, for like purposes is hereby
authorized to demand and require of any railroad company, trucking company or other agents transporting the products of the Leased Premises, inspection of its books and records, showing the weight and quantity of such products and pertinent
information in relation thereto. Said carriers and other agents are hereby authorized and requested by Lessee to show Lessor, or its agents, all such books and records and to furnish all such information when requested. 

In the event it shall be necessary in mining coal from the Leased Premises to load the same over a tipple or tipples over which other
coal is loaded, thereby mixing the coal from the Leased Premises with other coal, Lessee shall keep a strict account of the tonnage of coal from the Leased Premises as well as a strict account of the tonnage of other coal being loaded over the same
tipple or tipples. The method of determining these respective tonnages shall be approved in writing by the Engineer of Lessor before other coal may be mixed with coal from the Leased Premises, such approval not to be unreasonably withheld,
conditioned or delayed. 
 In the event coal from the Leased Premises is so commingled, then the Gross Selling Price, as set
forth in Section 4 hereof shall be the average sales price for all coal with which coal from the Leased Premises is commingled, to the end that unless the coal from the Leased Premises is mined, transported, processed, stored and sold
separately from all other coals, then the Gross Selling Price shall be the Average Gross Selling Price for all coal sold from the Lessee’s facility with which coal from the Leased Premises is commingled. 

It is the intent of this Lease that monthly royalty payments will be paid on a sales basis. In the event of co-mingling, all coal produced from Lessor’s property shall be reconciled to total sales along with any foreign coal that is commingled with Lessor’s coal. This reconciliation shall be done monthly. The
only allowable adjustment to total sales is a reduction for third party coal segregated and not commingled at any time with Lessor’s coal. Lessor’s portion of total sales will be prorated based on Lessor’s percentage of total sales
since the last reconciliation and adjustments made, plus or minus, at that time. There will be no other adjustments to sales tons or methods used to reconcile Lessor’s royalty payments unless expressly agreed to in writing by Lessor.


  
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 SECTION 5.     TAXES, INSURANCE AND INDEMNITY. 

Lessor will, in the first instance, pay all the taxes, levies and assessments on or in respect of Lessor’s ownership of the Leased
Premises and during the continuance of this Lease, Lessee shall pay to Lessor the full amount of such taxes, levies, and assessments, beginning with those covering the calendar year in which this Lease is effective, promptly upon receipt of
Lessor’s statement therefore, such amounts to constitute and be treated as additional rental hereunder. Lessee shall promptly pay at the several times they become due and payable all taxes levied or assessed upon coal mined from or products
manufactured from coal upon the Leased Premises. Lessee shall also pay any and all taxes due to the state and/or its subdivision for severing, removing, processing, or preparing of said coal, except for taxes on gross or net income of Lessor on
receipt of royalties, and Lessee shall also pay all royalties for removal of coal required by any existing or future labor agreements of Lessee, its agents, operators or affiliates. 

Lessee may at any time during the continuance of this Lease, at its own cost and expense, and after reasonable notice to Lessor of its
intention so to do, contest any of the taxes, levies, or assessments to be borne by Lessee as above provided. In the event of any such contest, Lessee is authorized to proceed in the name of Lessor with respect to the reversionary interest of Lessor
in the Leased Premises, but Lessee shall indemnify Lessor against any costs, penalties, expenses, or interest charges arising out of such contest. 
 Lessee shall submit to Lessor, for its review, a copy of annual reports or returns prepared pursuant to laws or regulations in the State of Illinois with respect to Lessor’s ownership. It is
understood and agreed that the taxes levied or assessed from such reports are based, in part, upon the permitting and/or production of Lessee and for that reason, Lessee’s payments to Lessor as provided for in this section shall continue and
survive any termination or cancellation of this Lease for one year. 
 Lessee agrees that it shall comply with all of the terms
and provisions of the Black Lung Laws (defined below) and will secure the payment of Black Lung Benefits (defined below) as hereinafter provided. “Black Lung Laws” mean the Black Lung Benefits Act, Title IV of the Federal Mine Safety and
Health Act of 1977, 30 U.S.C. 901 et seq., and the Internal Revenue Code, 26 U.S.C. I et seq., Black Lung Benefits Reform Act of 1977 (P.L. 95-239), Black Lung Benefits Revenue Act of 1977 (P.L. 75-227), Black Lung Benefits Revenue Act of 1981 (P.L. 97-119), as now or hereafter amended, and all rules and regulations adopted pursuant thereto. “Black Lung
Benefits” means any and all benefits payable pursuant to the Black Lung Laws. Lessee acknowledges that, as between itself and Lessor, it is, and shall be deemed to be, the operator of any coal mine or coal preparation facility or facility used
for the extraction, preparation or transportation of coal produced from the Leased Premises and of all related activities, including, but not limited to, coal mine construction or maintenance, engaged in by Lessee pursuant to the terms of this Lease
with respect to any claim for Black Lung Benefits filed by or on account of any of its employees or former employees. 

  
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 Lessee shall secure and shall require any other person or entity who operates, controls, or supervises a
coal mine or coal preparation facility on the Leased Premises or performs services of construction, maintenance, transportation, or other activities related to coal mining or preparation under the terms of this Lease, or who otherwise may be liable
for the payment of Black Lung Benefits, to secure the payment of such Black Lung Benefits to or on account of employees or former employees in accordance with the Black Lung Laws and shall provide Lessor, upon request, with appropriate certification
that each of them has provided security in compliance with all Black Lung Laws for the payment of such Black Lung Benefits. Without limiting the generality of Lessee’s obligations to comply with all other provisions of this Lease, Lessee agrees
that it will secure and guarantee the payment of all Black Lung Benefits required to be paid under the Black Lung Laws by reason of mining, construction, transportation, and related activities under this Lease, and Lessee does hereby agree that it
will indemnify and hold Lessor harmless from any liability or expenses, including reasonable attorney fees and expenses, which Lessor may suffer directly or indirectly, as a result of or with respect to any claim for Black Lung Benefits filed by or
on account of any of Lessee’s employees or former employees, or employees or former employees of others who may be required to secure the payment of Black Lung Benefits as provided above. Notwithstanding anything in this Lease to the contrary,
this Lease does not empower Lessor to make any decisions and Lessor hereby expressly waives and disclaims any right to make any decisions with respect to the terms and conditions under which the leased coal is extracted or prepared, such as, but not
limited to, the manner of extraction or preparation or the amount of leased coal to be produced at any particular time, all within the meaning of the Black Lung Laws. The parties hereto do acknowledge, however, that Lessor has reserved certain
rights and has imposed certain requirements under the terms of this Lease solely for the purpose of preventing waste and protecting the reserved rights of Lessor. 
 Lessee further covenants and agrees that all employees of Lessee, or any of its affiliates, and/or any and all other persons performing work on the Leased Premises pursuant to the rights granted in this
Lease will be fully covered by or insured at all times by Workers’ Compensation, and to that end Lessee shall comply with all applicable Workers’ Compensation laws, rules and regulations and shall make all necessary contributions and/or
premium or other payments. Lessee covenants and agrees to indemnify and save harmless Lessor, its members and its and their members, partners (general and limited), shareholders, officers, directors, agents, employees, successors, affiliates and
assigns from and against (a) any and all claims, demands, actions or causes of action by or on behalf of any person, firm, corporation or governmental body for damages, injuries, deaths, penalties, fines, assessments or otherwise caused by,
arising out of, resulting from or as a consequence of, in whole or in part, (i) any acts or omissions of Lessee, its officers, directors, employees, sublessees, contractors, subcontractors, licensees, invitees, engineers, agents, successors,
assigns or parent or affiliated corporations or any other persons or entities acting by direct or indirect authority of Lessee or pursuant to any rights granted in this Lease or (ii) the use and enjoyment of the Leased Premises pursuant to this
Lease or (iii) the approval by Lessor of any plans of the Lessee and (b) any and all costs, counsel 

  
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fees, expenses and liabilities incurred in or about any such claim or action brought thereon, all of which costs, counsel fees, expenses and liabilities shall be reimbursed to Lessor by Lessee
immediately upon notification from Lessor to Lessee that the same have been incurred. Provided, further, that indemnity obligations under this Lease exclude Lessor’s lost profit, punitive, exemplary, special or consequential damages. Provided,
further, that Lessee shall have no liability under indemnity obligations in this Lease unless Lessor timely informs Lessee of a claim, demand, action or cause of action and gives Lessee the right to assume the defense. 

During the term of this Lease, Lessee shall carry, with a limit of $1 million per person and $5 million per occurrence, coal mine
liability and contractual liability insurance. Lessor, its members and its and their members, partners (general and limited), shareholders, officers, directors, agents, employees, successors, affiliates and assigns shall be named as additional
insureds and provided a certificate of insurance reflecting such coverage, which shall not be cancelable except after thirty (30) days’ notice to Lessor. Such insurance shall provide a waiver of subrogation for all claims regarding this
lease and be written on an “occurrence” basis unless the policy is available only on a “claims made” basis, in which case such “claims made” insurance coverage shall be maintained in effect for a period of at least five
(5) years after the termination of this Lease, or until final release of Lessee’s environmental reclamation bonds required by any regulatory authority, whichever shall last occur. 
 SECTION 6.     METHOD OF OPERATION. 
 Lessee covenants
and agrees that when it commences operation in any of the seams leased herein it will thereafter diligently prosecute its operations hereunder utilizing modern mining equipment best suited for the prevailing mining conditions so as to develop
thoroughly the coal herein leased and to conduct such operations in a careful, skillful, and workmanlike manner, and in compliance with the present and any future laws of the State of Illinois or any other applicable state and of the United States,
and also according to the rules and practices of good mining and with due regard for the value of the Leased Premises as a coal producing property. 
 Lessee shall be solely responsible for complying with all present and future laws and governmental regulations, including environmental laws and regulations, impacting on or controlling mining and related
operations on the Leased Premises, which responsibility shall survive until final release of Lessee’s environmental reclamation bonds required by any regulatory authority or termination of this Lease, whichever shall last occur. If, as a result
of Lessee’s operations hereunder, laws or governmental regulations are violated, or are claimed to be violated by the government, then Lessee shall indemnify Lessor and hold it harmless from any penalties, fines, costs, and expenses, including
legal fees and court costs, imposed upon or incurred by Lessor as a result of said claim, violation or violations. 

  
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 Notwithstanding Lessee’s obligation to comply with all laws, rules, regulations and
orders as set forth above, Lessor shall not declare a default hereunder solely as a result of routine operational violations which Lessee cures or abates as promptly as practical. Lessee shall be solely responsible for treatment of any water
discharge caused by its operations, if required by present or future law or regulation, which responsibility shall survive until final release of Lessee’s environmental reclamation bonds required by any regulatory authority or termination of
this Lease, whichever shall last occur. 
 Lessee shall provide Lessor a permit map as a matter of information, in a format
acceptable to Lessor, for any coal seams being permitted on the Leased Premises at the time of permit submittal and at the time of any revisions and amendments thereof. 
 Lessee acknowledges that Lessor holds the Leased Premises for the purpose of maximizing the royalty revenue generated therefrom and agrees that it will work and mine the coal in accordance with said
purpose and in accordance with general and detail maps and plans of mining and descriptions to be prepared by Lessee (hereinafter collectively called “Mine Plans”) and will submit a copy of same to the Lessor in a digital format acceptable
to Lessor, if available. Said Mine Plans shall take into consideration the entire area proposed to be developed by Lessee, and shall make suitable provisions for (1) the proper protection of overlying and underlying seams so that they may be
economically mined at a later date and (2) the reasonable and proper removal of all the mineable and merchantable coal from the Leased Premises. No Mine Plan shall be proposed which, if adopted, would render otherwise mineable and merchantable
coal unmineable or unmerchantable or substantially more difficult or expensive to mine. The said Mine Plans shall be submitted to the Lessor at least 30 days prior to the commencement of any operation on the Leased Premises. In the event Lessor
determines that the Mine Plans submitted by Lessee fail to comply with any of the terms of this Lease, Lessor shall so notify Lessee within thirty (30) days of receipt of the Mine Plan, in which event Lessee will reasonably modify said Mine
Plans to comply with the terms and conditions hereof. If Lessor makes no objection to a proposed Mine Plan within thirty (30) days of receipt of the Mine Plan, then Lessor’s agreement with the Mine Plan is conclusively established for all
purposes under this Lease. No material change in, modification of, or departures from any Mine Plans so approved shall be made in the development or operation of the mine or mines except pursuant to modified Mine Plans submitted by Lessee to Lessor
for the purpose of allowing Lessor to determine that said modification complies with the terms of this Lease. Lessor shall have thirty (30) days from receipt of a modified Mine Plan to object. If Lessor makes no objection to a proposed modified
Mine Plan within thirty (30) days of receipt of the modified Mine Plan, then Lessor’s agreement with the Mine Plan, as modified, is conclusively established for all purposes under this Lease. Lessor’s right to notify Lessee that
proposed Mining Plans fail to comply with this Lease is a right reserved solely to protect Lessor’s interest in the Leased Premises and to prevent waste and is not intended to give and shall not be construed to give Lessor any control over
Lessee’s operations. Lessor shall have no authority to determine the manner in which or the methods by which any of Lessee’s mining operations are to be conducted, all of which shall be solely determined by Lessee. 

  
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 In the event Lessee desires to use Lessor’s surface rights, if any are owned or
controlled by Lessor, over the Leased Premises, in connection with the conduct of its mining operations, or for any other permitted purpose under the terms of this Lease, it shall notify Lessor of the use and, if necessary, Lessor will cooperate
with Lessee in formalizing the rights necessary, at no additional cost. 
 Lessee shall have no right, without prior written
consent of Lessor, which shall not be unreasonably withheld, conditioned or delayed, to deposit slate, coal refuse, water or refuse of any kind on or in the Leased Premises in any manner or at any place which will materially impair Lessee’s
ability or right to mine and remove any of the coal within the Leased Premises. 
 Lessee may conduct its operations under this
Lease through its contractors or agents when approval has been granted in writing by Lessor, such approval not to be unreasonably withheld, conditioned or delayed, provided in any case Lessee shall be and remain liable to Lessor for all obligations
of the Lessee under this authority, and subject to any reasonable conditions imposed by Lessor in granting its consent. 
 If it
is found and reported to Lessee in writing by an agent of Lessor that in the progress of the work any areas of merchantable and mineable coal have been passed by or abandoned with the result that coal has not been mined and removed, which in
accordance with generally accepted good mining practice should have been mined and removed, it shall be the duty of Lessee to return as soon as possible to such areas and mine and remove the coal therefrom, or failing so to do, Lessee shall account
for the coal contained therein and pay the Tonnage Royalty therefore the same as though it had been mined. 
 Lessee shall
employ a competent mining engineer, duly registered in the State of Illinois or any other applicable states and acceptable to Lessor, whose duty it shall be to keep up the mine surveys and make accurate maps thereof, which maps shall at all times be
subject to the inspection of Lessor, or its duly authorized agents, and copies furnished to the Engineer of Lessor at any time upon request but without such request at a minimum of on or before February 1, May 1, August 1
and November 1 of each year. Such maps shall show the location of all coal section numbers obtained by Lessee in addition to those measured by Lessor during mine inspections in a form convenient to Lessee and acceptable to the Engineer of
Lessor. Upon request, Lessee shall provide to Lessor, on the date designated by Lessor, either monthly, quarterly or annual tonnage and sales price forecasts, as prescribed by Lessor, for coal to be mined from the Leased Premises in future years.

 Lessee shall furnish Lessor copies of data derived from any and all coal exploration activities within the Leased Premises,
including, but not limited to, driller’s logs, geophysical logs, coal laboratory analyses, and geological maps. 

  
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 Upon request of Lessor, Lessee shall make available for Lessor’s inspection and copying
any and all laboratory analyses made of coal mined from the Leased Premises. 
 Upon request of Lessor, Lessee shall make
available for Lessor’s inspection and copying any and all of Lessee’s correspondence with government agencies or departments that pertain to the Leased Premises, or to operations undertaken or to be undertaken thereon. 

Lessor, through its duly authorized agents, shall at all reasonable times have the right to enter said mines, inspect the same, and have
surveys made thereof to determine if all the terms and conditions of this Lease are fully complied with, and for these purposes to use freely the means of access to said mines and the workings thereof without hindrance, but in such manner as not
unreasonably to interfere with the operation thereof. 
 SECTION 7.     REMEDIES OF LESSOR. 

If default be made by Lessee in the payment of the rentals and royalties herein and such default shall continue for a period of fifteen
(15) days after written notification thereof has been posted to Lessee, then in each such event, Lessor may, at its option, terminate this Lease without any further notice and re-enter upon and take
possession of the Leased Premises and hold and possess the same as its absolute property free and clear of any claims of, by, or through Lessee, and pursue any and all other remedies available under the laws of the State of Illinois for violation of
any covenant or condition hereof, and all such remedies shall be deemed cumulative and not exclusive. 
 If default be made by
Lessee in the performance of any of the other terms or conditions hereof required to be kept of performed by Lessee and such default shall continue for a period of thirty (30) days after written notification thereof has been posted to Lessee,
and in the event that Lessee is not reasonably engaged in curing the said default, then in such event, Lessor may, at its option, terminate this Lease without any further notice and re-enter upon and take
possession of the Leased Premises and hold and possess the same as its absolute property free and clear of any claims of, by or through Lessee, and pursue any and all other remedies available under the laws of the State of Illinois for violations of
any covenant or condition hereof, and all such remedies shall be deemed cumulative and not exclusive. Lessee shall notify Lessor of its proposed cure actions and continue to keep Lessor informed on a regular basis of the actions taken and results
thereof. No action by Lessor pursuant to this Section 7 shall impair the right to rental and royalties due or accrued up to the time of termination and re-entry hereunder, but none shall be charged for
any period thereafter. 
 Lessee further agrees that if the interest of Lessee in the Leased Premises shall be sold on execution
or judicial sale, or if bankruptcy proceedings be begun by Lessee, or if Lessee be adjudged a bankrupt, or it makes an assignment for the benefit of 

  
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creditors, or a receiver be appointed for it or for the Leased Premises, or if an assignment occurs by operation of law, then, and in any such event, this Lease shall forthwith terminate and be
forfeited and the Leased Premises and all improvements thereon shall forthwith become the property of Lessor, without compensation to Lessee, and without refund of any royalties paid hereunder. 

SECTION 8.     ASSIGNMENT OR SUBLETTING. 
 Except for a Permitted Transfer, as defined below, Lessee covenants and agrees that it will not sell, assign, sublease, mortgage, pledge or otherwise transfer or encumber (collectively
“Transfer”) this Lease or any rights, interests or estates created by this Lease or all or any portion of the Leased Premises, either voluntarily or by operation of law or allow any third party to mine on the Leased Premises under any form
of agreement or contract, without having first obtained the written consent of Lessor (which may be arbitrarily withheld). 

Provided, however, that the prohibitions in the preceding paragraph are subject to the following Permitted Transfers. Any Transfer to an
affiliate of Lessee herein is a Permitted Transfer. An entity is an affiliate if more than 51% of the entity to which this Lease is being transferred is owned or controlled by the same individual or individuals who owned or controlled more than 51%
of Lessee at the time of execution of this Lease. Any Transfer to a Reputable and Prudent Coal Mining Company is a Permitted Transfer. A Reputable and Prudent Coal Mining Company shall mean any entity, or its parent or affiliate that over the three
years immediately preceding the date of such Permitted Transfer (i) has produced not less than 5 million tons of coal whether directly and/or indirectly through its wholly owned subsidiaries or contract miners or predecessor companies on
an annualized basis; (ii) has not filed a voluntary bankruptcy proceeding or been declared a bankrupt; (iii) has not been blocked by any governmental authority from holding any necessary mining permits; (iv) is not known to have
forfeited any leases for coal reserves as a result of uncured defaults under such leases and (v) has a net worth of $25,000,000 or more on a consolidated basis. Any Transfer to an exchange traded public company is a Permitted Transfer. Any
Transfer to an entity in which the individual or individuals owning Lessee at the time of the execution of this Lease contribute Lessee to allow the successor entity to issue shares to the public in a public offering is a Permitted Transfer. Any
Transfer to a lender or group of lenders to Lessee wherein Lessee is pledging or encumbering its leasehold interest in this lease as security for or in return for the loan and said loan or financing is in an amount in excess of $10,000,000, is a
Permitted Transfer. 
 In the case of an assignment, Lessee will first obtain and present to Lessor a covenant of assumption by
the assignee, wherein such assignee expressly agrees to and with Lessor to assume and be bound by all of the covenants, terms, conditions and provisions hereof to the same extent as if said assignee had been named as the original Lessee. 


  
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 Any such Transfer or Permitted Transfer shall not relieve Lessee from its obligations to
comply with all the covenants, terms, conditions and provisions of this Lease, unless otherwise agreed in writing by Lessor. In the event Lessor consents to any Transfer, such consent shall not relieve Lessee and/or any transferee, assignee,
sublessee, etc. from securing Lessor’s written consent to any further Transfer, other than a Permitted Transfer, nor shall any such consent be construed as a consent to any further transfer, other than a Permitted Transfer, or as a waiver of
any portion of this section or of Lessor’s rights hereunder. 
 Upon the occurrence of any such Transfer without the prior
written approval of Lessor, Lessor shall have the option to terminate this Coal Mining Lease by serving written notice of its election so to do. 
 SECTION 9.     WAIVERS AND RELEASES, ETC. 
 No waiver,
release, modification, or amendment of any of the terms, conditions, or provisions of this Lease shall be valid or set up or relied upon by Lessor or Lessee, or offered by either of said parties in any judicial proceeding or other proceeding or
otherwise, unless the same is in writing duly exercised by Lessor and Lessee. The failure to exercise any right upon nonperformance shall not be construed as a waiver of the right to insist on subsequent performance of the terms and conditions
hereof. 
 SECTION 10.     FORUM SELECTION, WAIVER OF JURY TRIAL AND LIMITATION OF REMEDIES. 

In the event that either party to this Agreement files any action, proceeding, or counterclaim against the other on any matter whatsoever
arising out of or in any way connected with this Agreement or the parties’ performance hereunder, or any claim of damage resulting from any act or omission of the parties, the parties hereby consent to the exclusive jurisdiction and venue of
courts of appropriate jurisdiction sitting in Williamson County, Illinois. The parties hereby waive any argument at any time in the future that such venue is inconvenient or otherwise improper. 

Notwithstanding any other provision of this Agreement, to the extent permitted by law, THE PARTIES TO THIS AGREEMENT AGREE TO, AND DO
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PARTIES’ PERFORMANCE HEREUNDER,
OR ANY CLAIM OF DAMAGE RESULTING FROM ANY ACT OR OMISSION OF THE PARTIES, OR EITHER OF THEM, IN ANY WAY CONNECTED WITH THIS AGREEMENT. 
 Notwithstanding any other provision of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER
BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT, CONTRACT OR OTHERWISE. 

  
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 SECTION 11.     NOTICES. 

Until written notice of a different address, all notices that are anywhere in this Lease provided to be given shall be served upon or
mailed to Lessee at: 430 Harper Park Drive, Beckley, West Virginia 25801, with copy to: Brian Glasser, Bailey & Glasser, LLP, 227 Capitol Street, Charleston, West Virginia, 25301, and to Lessor at 430 Harper Park Drive, Beckley, West
Virginia 25801. 
 SECTION 12.     WARRANTY. 
 The Lessor, for itself, its successors and assigns, does hereby covenant and agree with the Lessee, subject to the exceptions and reservations herein set forth, and subject to such limitations,
restrictions and defects in Lessor’s title to the Leased Premises as were in existence at the time of Lessor’s acquisition of title to the various tracts comprising the Leased Premises, that upon the payment of the rentals and royalties
and the performance of all and singular the covenants and agreements aforesaid, said Lessee shall and may peaceably and quietly have and enjoy said Leased Premises for and during the term aforesaid, and for the purposes aforesaid, free from any let
or hindrance by the Lessor, its successors and assigns. Lessor does not warrant generally its title to the Leased Premises but warrants only that it has done no act to encumber the titles that it acquired to the various tracts comprising the Leased
Premises since its acquisition of said tracts that would interfere with the operations of the Lessee hereunder. In the event that Lessee did not have the right to mine coal in any part of the Leased Premises because of the rights of a holder of an
outstanding superior title antedating Lessor’s acquisition of title to the tract or tracts in question, if the Lessee has mined and removed a part or all of the coal therefrom and paid the Lessor therefore on the royalty basis, the Lessor
agrees to repay to the Lessee the amount of royalty so paid, without interest, but the Lessor shall not be otherwise liable for any damage to Lessee on account of the mining and removing of said coal by the Lessee. 

SECTION 13.     SUCCESSORS AND ASSIGNS. 
 All covenants, agreements, and conditions herein set forth to be performed by or on behalf of Lessor or Lessee shall bind their respective successors and assigns, whether so expressed or not, and shall
inure to the benefit not only of Lessor and Lessee, but also to the benefit of their respective successors and assigns; but this Section 13 shall not be construed as in anywise modifying the provisions of Section 8 hereof. 

  
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 SECTION 14.     REMOVAL OF PROPERTY. 

Lessee, having performed all the terms and conditions of this Lease to be by it performed, or having decided not to extend the Lease for
an additional term, or having mined all the merchantable and mineable coal herein demised, may, within six (6) months thereafter, remove any and all mobile mining equipment and personal property owned by Lessee. If the Lessee shall fail to
remove any of the mobile mining equipment and personal property described above within said six (6) months, then at Lessor’s option the same shall thereupon be and become the absolute property of Lessor. 

SECTION 15.     TRANSPORTATION OF COAL MINED FROM ADJACENT TRACTS. 

During any Lease year in which Lessee operates a mine on the Leased Premises and pays Tonnage Royalty during that year in an amount equal
to the Annual Deficiency Payment due for that year, Lessee shall have the right to transport foreign coal into or through the Leased Premises in consideration of which Lessee agrees to pay to Lessor on or before the 20th day of January following the
year in which such foreign coal is so transported a wheelage charge equal to one-half of one percent (0.5%) of the Gross Selling Price of the foreign coal so transported. For purposes of this section, the term
“foreign coal” shall mean any coal other than coal mined from the Leased Premises. Lessee shall have the right to transport coal, which is not foreign coal into, or through the Leased Premises free of such wheelage charge. 

SECTION 16.     CHOICE OF LAW. 
 This Lease shall be governed by and construed in accordance with the domestic laws of Illinois without giving effect to any choice or conflict of law provision or rule (whether of Illinois or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than Illinois. 
 IN TESTIMONY WHEREOF, the
parties hereto have caused this Lease to be executed in their respective names by their respective representatives thereunto duly authorized, all as of the day and year first above written. 

[Signature Page Follows] 

  
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	Williamson Energy, LLC
	A Delaware limited liability company
	
	 /s/ Donald Holcomb

	Donald Holcomb, Authorized Person
	
	Independence Land Company, LLC
	A Delaware limited liability company
	
	 /s/ Donald Holcomb

	Donald Holcomb, Authorized Person


  
 15 









 STATE OF WEST VIRGINIA 
 COUNTY OF KANAWHA TO-WIT: 
 The foregoing instrument was acknowledged, subscribed and sworn to before me this 13th day of March, 2006, by Donald Holcomb on behalf of Williamson Energy, LLC as its Authorized Person. 

My commission expires: June 20, 2010. 
  

					
		 		 	 /s/ Melissa S. Chapman

	[SEAL]	 		 	NOTARY PUBLIC

 STATE OF WEST VIRGINIA 
 COUNTY OF KANAWHA TO-WIT: 
 The foregoing instrument was acknowledged, subscribed and sworn to before me this 13th day of March, 2006, by Donald Holcomb on behalf of Independence Land Company, LLC as its Authorized Person.

 My commission expires: June 20, 2010. 
  

					
		 		 	 /s/ Melissa S. Chapman

	[SEAL]	 		 	NOTARY PUBLIC


  
 16 









 EXHIBIT “A” 

TOWNSHIP 8 SOUTH, RANGE 4 EAST, 3RD P.M., WILLIAMSON COUNTY, ILLINOIS 

 

			
	Section 4:	  	 The Entire Section, except for a tract of land beginning at the Northeast corner of said Section 4, thence 595.2 feet West along the
North line of said section, thence South to the South section line, thence East along the South section line to the Southeast corner of said Section 4, thence North along the East line of the section to the place of beginning; also except 1 acre in
the SE/c of SW/4 SE/4, containing 566.72 acres, more or less.
 PIN 04-04-700-002, 04-04-700-001, 04-04-700-003 and
04-04-700-004

		
	Section 9:	  	 The Entire Section, except for a tract of land beginning at the Northeast corner of said Section 9, thence 682.2 feet West along the
North line of said section, thence South to the South section line, thence East along the South section line to the Southeast corner of said Section 9, thence North along the East line of the section to the place of beginning, containing 557.16
acres, more or less.
 PIN 04-09-700-001, 04-09-700-002, 04-09-700-003 and 04-09-700-004

		
	Section 16:	  	 The Entire Section, except for a tract of land beginning at the Northeast corner of said Section 16, thence 668.0 feet West along the
North line of said section, thence South to the South section line, thence East along the South section line to the Southeast corner of said Section 9, thence North along the East line of the section to the place of beginning, containing 558.88
acres, more or less.
 PIN 04-16-700-002, 04-16-700-001, 04-16-700-003 and 04-16-700-004

		
	Section 21:	  	The N/2 of said Section less and except the NW/4 NW/4 and except a tract of land described as beginning at the Northeast corner of said Section 21, thence East 623.7 feet along the
North line of said section, thence South a distance of 2,026.63 feet, thence East 623.7 feet to the East section line, thence North 2,026.63 feet along the East section line to the place of beginning.
		
		  	Also included in this conveyance are the following additional parcels in said Section 21:
		
		  	Lot Six (6) in the Assessment Survey of the Northwest Quarter of the Northwest Quarter of Section 21, as recorded on July 22, 1908, in Plat Record “2”, page 153 of the
records of Williamson County, Illinois, containing 1.11 acres, more or less;
		
		  	Lots Three (3), Sixteen (16) and Seventeen (17) in the Assessment Survey of the Northwest Quarter of the Northwest Quarter of Section 21, as recorded on July 22, 1908, in Plat
Record “2”, page 153 of the records of Williamson County, Illinois, containing 15.49 acres, more or less;









			
		  	Lot Seven (7) and that part of Lot Eight (8) in the Assessment Survey of the Northwest Quarter of the Northwest Quarter of Section 21, as recorded on July 22,
1908, in Plat Record “2”, page 153 of the records of Williamson County, Illinois, described as follows: Beginning at the Southeast corner of said quarter-quarter section; thence North to a point 50 rods South of the Northeast corner of the
same, thence West 9 rods and 12 feet, thence North 28 rods and 6 feet, thence West 3 rods and 3 feet, thence South 5 rods and 9 feet and 4 inches, thence West 5 rods and 5 feet, thence South to the South line of said quarter-quarter section, thence
East to the place of beginning, containing in all 6.53 acres, more or less.
		
		  	 Containing 274.06 acres in Section 21, more or
 less. PIN 04-21-700-002 and 04-21-700-001

		
		  	Containing in all 1,956.81 acres, more or less.