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<br />Exhibit 3 -Order ApDmyplga4lettlr 0a9fc Jnent Page 9 of 14
<br />and desigrum%4 relating to the sale of assets from certain of the Debtors pursuant to the terms of
<br />the Ammided and Reslated Asset Purchase Agreement by and between the Deblois and Pledge
<br />Servicing Panners, LLC dated August 29, 2020, as amended, as approved at the Sale I learing and
<br />by the Sale Order (the "APA") shall be preserved; and provided, fialher, that any such assignees
<br />and designees shall be treated as third party beneficiaries under this Agreement and all rights of
<br />such parties are expressly preserved.
<br />(b) Any and oil challenge periods under the DIP Orcim (including the
<br />Chat lcnge Deadlines), including For the Commince and any vimprer 7 trustee, shall Terminate-
<br />(c) The Debtors, the Deblois mares, the Commimcc, and any person seeking
<br />to exercise the rights of the estates (including any chapter 7 trustee) shell be deemed to have
<br />conclusively, absolutely, unconditionally, irrevocably, and forever released (i) the DIP Secured
<br />Panics, (ii) the Prepenition Secured Panics, (iii) Pledge Servicing Partner, LLC. (iv) ARC
<br />Financial Fanners, LLC, (v) Appalachian Resource Company, LLC and [vi) with respect to each
<br />of the foregoing parties in clauses (i) through (vi] such party's respective current and former
<br />affiliates, and such parry's and their current and fomter affiliates' current and fomter officers,
<br />managers, dimclers, equity holders (regardless of whether such interests arc held directly or
<br />indimully), predcecssors, successors, and assigns, suluidiarics. pnncipals..—bcr. employees,
<br />agents, managed accounts or fundk management companies, fund advisers, advisory board
<br />menrders, financial advisor, partners, attorneys, accountants, invesurtunt bankers, consultants,
<br />representatives, and other professionals (the "Reteased Parties") from any and all claims, debts,
<br />obligations, Promises, canlraversies, actions, suits. causes ofaclion, damagm noodles. expenses.
<br />• InclwJow. -divot hmilal m ARC Fintmuil Pnroera LLC. Appalochian Rmwrce Company. LLC, ARC
<br />MCI— Canyon. LLC, ARC Cvlmade, LLC, ARC TaytmvillG LLC, ARC KCutmcky Rcsouem LLC,
<br />Appalachian Resource Weir Virginia LLC. ARC larikoree, LLC. an Le ville Lan. LLC-
<br />5
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<br />Exhibit 3 -Order AprMaihJ 6Wleft9e o&ent Page 10 of 14
<br />damages, remedies, expenses, demands and liabilities whatsoever, whether known or unknown,
<br />foreseen or unforeseen, in law, equity, or otherwise, that such entity would have been legally
<br />entitled to assert (whether individually or collectively), lrased on or in any way relating to, or in
<br />any manner arising F m, in whole or in pan, The APA, the Sale Transaction, the Auction, or
<br />olberwisc related in any way to the salt of the Debtors' assets or assignment of the Assigned
<br />Contracts to the Stalking Horse Bidder (each as defined in the Sale Order); provided, hoireeh-r,
<br />that nothing nmtoined in this paragraph 4(c) shall release or be counted to release (x) any and all
<br />rights and claims of the nebiors or their orates under this Agreement or ter enforce the APA, any
<br />agmemmis in connoction with or in furtherance of the APA or the Sale Bider, (y) any causes of
<br />action under Chapter 5 of The Bankruptcy Code agalrysi. parties Other than The Released Parties, or
<br />(x) any commercial lore claims, causes of action under chapter 5 of the Banlwpicy, Code or any
<br />09Wr claims of the ]lemon w their estates against the Deirtem' current or fmner director,
<br />officers, or shareholders (including any insurance policies and proceeds), Royal Energy Resources,
<br />Inc. and its aFfTiares, Weston Energy LLC and its affiliates, Yorktown Parmers LLC and its
<br />affiliates [the -Yorktown Parries'], William Tuono and his affiliates, Danny Tayloe and his
<br />affiliates or any other insiders (collectively, the "Potential Lilicstien Patties"); provided further
<br />hou r, that the causes of action described in Section 8,17 ofthc APA (tie "Yorktown Schcdulal
<br />Claims") shall be irrevocably released, but only the specific Yorktown Scheduled Claims and no
<br />other claim or esux of action including, for avoidance of doubt, any claims untkr chapter 5 of the
<br />Bankruptcy Code, and nothing contained in the release of the Yorktown Scheduled Claims shall
<br />have any impact on any other claims hmught against the Yorktown Parties by the Debtors' caares.
<br />5. The Debtors shalt pursue confirmation of a chapter I I plan of liquidation (the
<br />"Plan"). The Plan shall provide that:
<br />demands and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law.
<br />equity, or olherwise, that such entity would have been legally entitled to assert (whether
<br />individually or colleen rely), based on or in any way relating to, w in any manner arising from, in
<br />whole or in pan, (A) the Committee initial Challenges, (B) the JiMpethion Debt and any payments
<br />received by the Prcpetilion Secured Parties in respect tbercuF, (C)the DIP Facility and any
<br />payments received by the DIP Secured Panics in respect (hereof, (D) the Debtors or their
<br />cpcmtiorns (E) the Chapicr I I Cora, (F) the Dcbror,' mmucturing, (C) any owidance ncrions
<br />under chapter 5 of the Bankruptcy Code, (H) any investment in the Dehron w the purchase, mdu.
<br />hansfcr, or rescission ofthc purchase or salt of any security, asset, right, w interest ofthc Debtors,
<br />(I) any action or emission with respect to any indebtedness tinder which the Debtors are or werea
<br />borrower or guarantor, or any equity investment in the Debtors, including without Iimilation the
<br />Preposition Debt and the DIP Facility and any claims or causes of action (including lender liability
<br />claims) in respect thereof, (J) the subject matler of, or doe transactions or events giving rise to, any
<br />claim or interest mstrucmred in the Chapter II Cases, (Ic) the fomtulation, preparation,
<br />dissemination, or negotiation of the (i) APA and any other tnaterials executed or entered into in
<br />connection with the Sale Closing, (ii) Prepetition Credit Documents, (iii) the DIP I7acummis,
<br />(iv) this Agreement. and (v) any -ntracl, instrument. release. or olhcr ag ernew or document
<br />(including any legal opinion requested by any entity regarding any transaction, contract,
<br />insrru runt, document. or ❑ncov agecmcnt contcmpiawd by the restruclunng) crcaretl or rnlcrcd
<br />into in connection with the Sale Closing, the DIP Facility, the Prepetition Debt, and the Chapter ]
<br />Cases, (L) any action taken in funherance of the Sale Closing, and (M) any Chatlenge; p—Med
<br />j rrher, that the DIP Secured Parties and the NeWilion Secured Parties are also released from any
<br />and all claims, debts, obligations, promises, controversies, actions, Suits, causes of action,
<br />C
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<br />Exhibit 3 -Order AppitTatorgeithottl~ F0 iliclBent Page ll of 14
<br />(a) All creditors voting in favor of the Plan release the Released Parties under
<br />the Plan on terms consistent with paragraph 4(c), above. and
<br />(b) The Released Panics shall be exculpated for a]t post -petition actions under
<br />the Plan under ncc standard exculparion provision applicable oo csiate pmfcminnals.
<br />F. The Plan shall be consistent with the terms of this Agcemcnl. The DIP Secured
<br />Panics and the Prepetilion Secured Parties shall receive trealment under the Plan consistent with
<br />this Agccmcnl and shall vote in favor of the Plan. Any provision of the Plan impacting or
<br />affeering the DIP Lenders or the PrepeUrion Lenders other than in acaudance wish the ncrms of
<br />this Agreement shall be in form and substarec acceptable to the DIP Lenders or Prepcihion
<br />[.enders, as applicable.
<br />7. It shall he acondiiimt precedent to the Settlement Effeclive Date that the Prepelition
<br />Agent, Preperirion CellanC al Agent, Origination Agent, and DIP Agents exmino a rctease of
<br />claims against the Debtors' estates consistent with the release provided by the DIP Lenders and
<br />the Prepetilion Lenders under paragraph 4(a) hereof.
<br />S. The leans mid previsions of the Sale Order shall remain in full farce and effect,
<br />including all releases therein.
<br />9• Each Party acknowledges that it has read all of the arms of this Agmurriml, has
<br />had an opportunity to consult with counsel of its own choosing or voluntarily waived such right,
<br />and toms mu, this Agreement voluntarily ant without doses.
<br />10. This Agreement may be executed and delivered in any number of coumerpans.
<br />each of which when so cxmutaxl shall be deemed ter be an original and all of which taken utgether
<br />shall constitute one and Me same agreement. Delivery of a signature page to this Agreement by
<br />1 8
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