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SEPARATION, REDEMPTION AND RELEASE AGREEMENT
<br />THIS SEPARATION, REDEMPTION AND RELEASE AGREEMENT ("Agreement") is entered
<br />into as of March 18, 2016, by and among (i) BOWIE RESOURCE HOLDINGS, LLC, a Delaware
<br />limited liability company (the "Company"), (ii) BOWIE RESOURCE PARTNERS, LLC, a
<br />Delaware limited liability company (`BRP"), and (iii) JOHANNES H. DREYER, an individual
<br />resident of Kentucky ("Employee").
<br />RECITALS:
<br />A. Reference is made to that certain Employment Agreement dated February 17,
<br />2014, by and among the Company, BRP and Employee ("Employment Agreement").
<br />B. Reference is made to that certain Restricted Unit Agreement dated May 1, 2014,
<br />by and between BRP and Employee ("Restricted Unit Agreement").
<br />C. Reference is made to that certain Bowie Resource Partners, LLC Management
<br />Bonus Plan Award Agreement dated May 1, 2014, by and between BRP and Employee ("Bonus
<br />Agreement").
<br />D. Reference is made to that certain Second Amended and Restated Operating
<br />Agreement of BRP dated May 1, 2014, as amended, by and among Cedars Energy, LLC, Galena
<br />US Holdings, Inc., Employee, James Wolff, Eugene DiClaudio, Grant Quasha and Brian Settles
<br />("Operating Agreement").
<br />E. Employee and the Company desire for Employee's employment with the
<br />Company to end on April 30, 2016 ("Separation Date").
<br />F. The parties desire to end their relationship amicably pursuant to the terms and
<br />conditions of this Agreement.
<br />AGREEMENT:
<br />Now, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br />which are hereby acknowledged, the parties hereby agree as follows:
<br />1. RESIGNATION AND SEPARATION. On the Separation Date, Employee resigns as a
<br />I
<br />ember of the Board of Directors of BRP and as the Chief Executive Officer of BRP, the
<br />Company and all of their respective "Affiliates" (as defined below), and Employee's
<br />employment with the Company and all of its Affiliates shall automatically terminate. For
<br />puiposes of this Agreement, the tern "Affiliate" shall mean any person or entity controlled by,
<br />controlling or under common control with BRP or the Company, and "control" shall mean the
<br />power, direct or indirect, to direct or cause the direction of the management and policies of such
<br />person or entity, whether by ownership of securities, contract, law or otherwise.
<br />2. SEVERANCE PAYMENT. In exchange for the representations, promises and agreements
<br />made by Employee herein, subject to Employee's continued compliance with this Agreement
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