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<br />and designees' relating to the sale of assets from certain of the Debtors pursuant to the terms of
<br />the Amended and Restated Asset Purchase Agreement by and between the Debtors and Pledge
<br />Servicing Partners, LLC dated August 28, 2020, as amended, as approved at the Sale Hearing and
<br />by the Sale Order (the "APA") shall be preserved; and provided, further, 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 all challenge periods under the DIP Orders (including the
<br />Challenge Deadlines), including for the Committee and any chapter 7 trustee, shall terminate.
<br />(c) The Debtors, the Debtors' estates, the Committee, and any person seeking
<br />to exercise the rights of the estates (including any chapter 7 trustee) shall be deemed to have
<br />conclusively, absolutely, unconditionally, irrevocably, and forever released (i) the DIP Secured
<br />Parties, (ii) the Prepetition Secured Parties, (iii) Pledge Servicing Partners, LLC, (iv) ARC
<br />Financial Partners, LLC, (v) Appalachian Resource Company, LLC and (vi) with respect to each
<br />of the foregoing parties in clauses (i) through (vi), such parry's respective current and former
<br />affiliates, and such pary's and their current and former affiliates' current and former officers,
<br />managers, directors, equity holders (regardless of whether such interests are held directly or
<br />indirectly), predecessors, successors, and assigns, subsidiaries, principals, members, employees,
<br />agents, managed accounts or funds, management companies, fund advisors, advisory board
<br />members, financial advisors, partners, attorneys, accountants, investment bankers, consultants,
<br />representatives, and other professionals (the "Released Parties") from any and all claims, debts,
<br />obligations, promises, controversies, actions, suits, causes of action, damages, temedies, expenses,
<br />' Including, withom limitation, ARC Financial Partners, LLC, Appalachian Resource Company, LLC, ARC
<br />McClane Canyon, LLC, ARC Colorado, LLC, ARC Taylorville, LLC, ARC Kentucky Resoutma, LLC,
<br />Appalachian Resource West Virginia, LLC, ARC Jamboree, LLC, and Leesville Land, LLC.
<br />5
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<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), based on or in any way relating to, or in
<br />any manner arising from, in whole or in part, the APA, the Sale Transaction, the Auction, or
<br />otherwise related in my way to the sale of the Debtors' assets or assignment of the Assigned
<br />Contracts to the Stalking Horse Bidder (each m defined in the Sale Order); provided, however,
<br />that nothing contained in this paragraph 4(c) shall release or be deemed to release (x) any and all
<br />rights and claims of the Debtors or their estates under this Agreement or to enforce the APA, any
<br />agreements in connection with or in furtherance of the APA or the Sale Order, (y) any causes of
<br />action under chapter 5 of the Bankruptcy Code against parties other than the Released Parties, or
<br />(z) any commercial tort claims, causes of action under chapter 5 of the Bankruptcy Code or any
<br />other claims of the Debtors or their estates against the Debtors' current or former directors,
<br />officers, or shmeholdws (including any insurance policies and proceeds), Royal Energy Resources,
<br />Inc. and its affiliates, Weston Energy LLC and its affiliates, Yorktown Partners LLC and its
<br />affiliates (the "Yorktown Parties"), William Turn -to and his affiliates, Danny Tayloe and his
<br />affiliates or any other insiders (collectively, the "Potential Litigation Parties"); provided, further
<br />however, that the causes of action described in Section 8.17 of the APA (the "Yorktown Scheduled
<br />Claims") shall be irrevocably released, but only the specific Yorktown Scheduled Claims and no
<br />other claim or cause of action including, for avoidance of doubt, any claims under 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 brought against the Yorktown Parties by the Debtors' estates.
<br />5. The Debtors shall pursue confirmation of a chapter 11 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 otherwise, that such entity would have been legally entitled to assert (whether
<br />individually or collectively), based on or in my way relating to, or in any manner arising from, in
<br />whole or in part, (A) the Committee Initial Challenges, (B) the Prepetition Debt and any payments
<br />received by the Prepetition Secured Parties in respect thereof, (C) the DIP Facility and any
<br />payments received by the DIP Secured Parties in respect thereof, (D) the Debtors or their
<br />operations, (E) the Chapter 11 Cases, (F) the Debtors' restructuring, (G) any avoidance actions
<br />under chapter 5 of the Bankruptcy Code, (H) any investment in the Debtors or the purchase, sale,
<br />transfer, or rescission of the purchase or sale of any security, asset, right, or interest of the Debtors,
<br />(1) any action or omission with respect to any indebtedness under which the Debtors are or were a
<br />borrower or guarantor, or any equity investment in the Debtors, including without limitation the
<br />Prepetition Debt and the DIP Facility and any claims or causes of action (including lender liability
<br />claims) in respect thereof, (J) the subject matter of, or the transactions or events giving rise to, any
<br />claim or interest restructured in the Chapter I Cases, (K) the formulation, preparation,
<br />dissemination, or negotiation of the (i) APA and any other materials executed or entered into in
<br />connection with the Sale Closing, (ii) Prepetition Credit Documents, (iii) the DIP Documents,
<br />(iv) this Agreement, and (v) any contract, instrument, release, or other agreement or document
<br />(including any legal opinion requested by any entity regarding any transaction, contract,
<br />instrument, document, or other agreement contemplated by the restructuring) created or entered
<br />into in connection with the Sale Closing, the DIP Facility, the Prepetition Debt, and the Chapter 11
<br />Cases, (L) any action taken in furtherance of the Sale Closing, and (Ivi) any Challenge; provided
<br />further, that the DIP Secured Parties and the Prepetition Secured Parties are also released from any
<br />and all claims, debts, obligations, promises, controversies, actions, suits, causes of action,
<br />6
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<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 Parties shall be exculpated for all post -petition actions under
<br />the Plan under the standard exculpation provision applicable to estate professionals.
<br />6. The Plan shall be consistent with the terms of this Agreement The DIP Secured
<br />Parties and the Prepetition Secured Parties shall receive treatment under the Plan consistent with
<br />this Agreement and shall vote in favor of the Plan. Any provision of the Plan impacting or
<br />affecting the DIP Lenders or the Prepetition Lenders other than in accordance with the terms of
<br />this Agreement shall be in form and substance acceptable to the DIP Lenders or Prepetifirm
<br />Lenders, as applicable.
<br />7. It shall be a condition precedent to the Settlement Effective Date that the Prepetition
<br />Agent, Prepetition Collateral Agent, Origination Agent, and DIP Agents execute a release of
<br />claims against the Debtors' estates consistent with the release provided by the DIP Lenders and
<br />the Prepetition Lenders under paragraph 4(a) hereof.
<br />8. The terms and provisions of the Sale Order shall remain in full force and effect,
<br />including all releases therein
<br />9. Each Party acknowledges that it has read all of the terns of this Agreement, has
<br />had an opportunity to consult with counsel of its own choosing or voluntarily waived such right,
<br />and enters into this Agreement voluntarily and without duress.
<br />10. This Agreement may be executed and delivered in any number of counterparts,
<br />each of which when so executed shall be deemed to be an original and all of which taken together
<br />shall constitute one and the same agreement. Delivery of a signature page to this Agreement by
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