Case 3:19-bk-30289 Claim Number: 198 Claim 125-1 Filed 08/07/19 Desc Main Document Page 1 of 3 Case Claim 125-1 Filed 08/07/19 Desc Main Document Page 2 of Glue Information About the Claim as of the Date the case WesFlIed 6. Do you have any number a No ?31331; 1" Yes. Last 4 digits of the debtor's account or any number you use to identify thedehtor: How much to the claim? 5 - 33533315? . Does thle amount include Interest or other charges? '3 No a Yes. Attach statement interest. fees. expenses. or other charges required by Bankruptcy Rule 3001 it. 1What is the heels of the Examples: Goods sold. money loaned. lease. sendees performed. personal Injury or wrongful death. or credltcerd. claim? Attach redacted scales of any documents supporting the claim required by Bankruptcy Fluteattuttc). Limit disclosing information that is settled to privacy. such as health cereinfonnation. Leasehold Royalties 9. Is all or part of the claim El No ?wumd? Yes. The claim is centred by a lien on prepony. Nature of property: 3 Real estate. if the claim ls secured by the debtors residence. ?le a Mortgage Proof ofClaim Attachment (Ol?ciai Form 410-45.) with this Proofof Claim. El Meloruehlcle . El Other. D'esc?be: Bash ?perfection. Deed of Overriding Royalty Attach redacted copies of documents. llany. that show orldonce of perfection at a security interestlfor example. a ntorlgege. lien. certi?cate of title. ?nancing statement. or other document that shows the lien has been ?led orrecorded.) 5 unknown Value olproperty: Amount of the claim that issecured: - 5 3351-031 Amount of the cletm that is unsecured: 0'00 (The sum of the secured and unsecured Amou nt necessary to cure any date ult as of the date of thepe?tton: 5M Annual interest Rate (when case was?led) 8.0{3 5t: amounts should match the amount to line Fixed - . El Variable 10. Is this claim based on a No age? a Yes. Amount necessary to cure any default as of the date ol thopetltlon. 5M 11. Is this claim subject to a a No right ofeeto?? El Yes. the property: ?uncommon museum pagez Case Claim 125-1 Filed 08/07/19 Desc Main Document Page part of the claim entitled to priority under 11 U.S.C. Stills}? A claim may be partly priority and partly nonpriority. For example. in some categories. the law limits the amount entitled to priority. 3 No C. Yes. Check one: Domestic support obligations (including alimony and child support) under 11 U.S.C. Up to $3.:l25' of deposits toward purchase. lease. or rental of property or servicesfor personal. family. or household use. 11 U.S.C. ??itaim. Wages. salaries. or commissions {up to 513.650'} earned within 18:: days beforethe bankruptcy petition is tiled or the debtor's business ends. whichever is earlier. 11 U.S.C. El Texas or penalties owed to governmental units. 11 LI.S.C. El Contributions to an employee bene?t plan. 11 use. serene). El Other. Specify subsection of 11 U.S.C. ithat applies. Amounts are subject to adiustment on entree and every 3 years alter that for cases begun on or after the date of adiustrnent. Amount entitled to priodty E- 13. Is all or part ofthe claim entitled to administrative priority pursuant to 11 u.s.c. 5 sections)? attic El Yes. indicate the amount of your claim arising from the value of any goods received by the Debtor within 20 days before the date of commencement of the above case, in which the goods have been sold to the Debtor in the ordinary course of such Debtor's business. Attach documentation supporting such claim. it Below The person completing this proof of claim must sign and date it. FRBP 9011M. if you ?le this claim electronically. FRBP authorizes courts to establish local rules specifying what a signature ii. A person who ?les a fraudulent claim could be ?ned up to escapee. imprisoned for up to 5 years, or both. 18 use. 152. 157. and 35?1. Check the appropriate ox.- a I am the creditor. El I am the creditor?s attorney or authorized agent. CI I am the trustee. or the debtor. or their authorized agent. Bankruptcy Rule sees. El 1 am a guarantor. surety. endorser. or other codebtor. Bankruptcy Rule 3005. i understand that an authorized signature on this Proof of Claim 'serves as an acknowledgment that when calculatingthe amount of the claim. the creditor gave the debtor credit for any payments received toward thedebl. I have examined the information in this Proof of Claim and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on date 10-- :bki?lfm) Signature I Print the name of the person who is com plating and signing this claim: Patricia A. Hoops Name First name Middle name Last name Title Manager Identify the corporate servicer as the company It the authorized ag ant to eervtcer. Address 1 051 Main Street Number Street Milton WV 25541 City State ZIP Code Contact phone Email Modi?ed Of?cial Form 410 Proof of Claim page 3 Case Claim 125-1 Part 2 Filed 08/07/19 Desc AttacWF 4 Book 435 Page 807 by angle Of 43 IHEDOFUWEMWEWROEHHY 'ms DEED or ROYALTY (this dated this 4: day of - 2016 by and between Revelation Energy. LLC, a Kentucky limited liability company with an address Of 1051 Main Street, Milton, West Virginia 25541 (?Grantor?), and Triple Real Estate, LLC, a West Virginia limited liability company, with an address of 1051 Main Street, Milton, West Virginia 25541 . WITNESSETH: WHEREAS, Grantor is the lessee and owner of certain real jumper-ty interests described on Exhihjm attached hereto and incorporated herein by reference (collectively, the "Property"); WHEREAS, Grantor acquired its interests in the Property through Underlying Agreements signed during two separate transactions, the ?rst pursuant to the terms of that certain Purchase and sale Agreement dated July 25; 2014 and ancillary transactional documents by and among Cumberland River Coal Company and Ark Land Company, as Sellers and Grantor as Buyer, and the second pursuant to the terms of that certain Asset Purchase Agreement dated July 31, 2015 and ancillary transactional docurnents by and between Resource Land Company LLC, Resource Development LLC, Harlan Reclamation Services LLC, Pigeon Creek Processing Corporation, Mill Branch Coal Corporation, North Fork Coal Corporation as Sellers and Greater as Buyer. (the ?Underlying and WHEREAS. Grantor wishes to execute this Deed pmsnant to its receipt of certain ?nancial incentives from Grantee that Grantee has provided to Grantor during 2016. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration. the receipt and Suf?ciency of I which are hereby aclmowledged, Grantor hereby grants and conveys to Grantee, its successors and assign, an overriding royalty interest in the Property, as more particularly set forth below! TO HAVE AND TO HOLD such overriding royalty, together with all appurtenances and privileges thereunder belonging, unto Grantee, its successors and assigns forever. The parties do ?trther agree as follows: 1. Over-riding ?o?ty. Gr?antor- hereby con?rms and grants to Grantee, (ice and clear of all liens and encumbrances, an overriding royalty interest in all of the coal in place within the Property. Further, Grantor agrees to pay to Grantee an overriding royalty equal in each month to the greater ofOne Percent of the Chess Selling Price (as de?ned below) for any and all coal mined and sold from the Property or Fitty Cents per ton of coal mined and sold ?oor the Property. The foregoing property interest and accompanying payment obligation are collectively referred to herein as the 2. mar-imam. When used herein, the Gross Selling Price is de?ned as the average sales price received per too by Grantor or its successors and' assign for the coal sold from the Property to a third-party during a bona?de arms-Imgth mention, F.0.B. mine, during any 1 Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 2 300k 435 Page 308 Printed by angle of 43 calendar month, without deduction of any brokerage fees, taxes, sales dammissions, or selling expenses, preparation or loading charges, transportation costs, or any other costs, deductions or charges whatsoever. If any coal from the Property is sold or transferred. during other than a bona ?de arms-length transaction, the Gross Selling Price shall be?de?ned as the greater of the amount determined pursuant to the ?rst sentence of this Paragraph and the per ton average selling price received by Grantor or its successors and assigns for bona ?de, armelength sales of similar quality coal during the period, without deduction. 3. mm The OR shall be due and payable to Grantee, without demand, on the twenty-?fth (25 day of each calendar month for all cool mined and sold from the Property during the preceding calendar month. At the time payment is sent, Grantor shall deliver to Grantee at the address set 'forth in the preamble hereto. or as otherwise directed by Grantee in Writing the ORR payment amount in cash or immediately available funds, and a royalty report (in form reasonably satisfactory to Grantee) showing for the preceding month the quantity of coal mined from the Property and such other information as shall reasonably be requested by Grantee. Weights shall be determined by use of certi?ed scales, tested and corrected at least once each year, or if certi?ed scales are not available, then by procedures standard in the coal industry that are mutually acceptable to Grantor and Grantee. 4. ORR Rug yam the um. The ORR, including all obligations for payment and other obligations of Grantor herein, shall be considered an interest in real estate and shall be an interest that runs with the Property and each parcel and piece of the Property, and shall be binding on Grantor, its successors and assigns, and all subsequent owners of and successors in title to the Property. Grantor?s successors and assigns shall include, without limitation, any successor by sale of equity interests, and merger or other corporate restructtne, grantor as debtor or debtor-in-possession in any bankruptcy or insolv-cy proceeding, and any transferees, purchasers, lessees, sublessees, and other persons acquiring any interest in any of the Property (any of the foregoing, it ?Successor-'0. All Successors shall take such interest: subject to the ORR, and shall be charged with the ORR payment obligations provided herein. Grantor agrees to notify each such Successor of this Deed and its obligations hereunder, and to obtain and provide to Grantee a written aclmowledgement and assumption thereof, duly executed by such Successor, prior to any Successor?s acquisition of any interest in the Property. Grantor and Grantee intend that the OR (including the payment obligations set forth herein) shall constitute a real property interest in the Property, overriding and prior to all other present or ?xture interests in the portion of the Property represented by the ORR. Any provision hereof that would constitute a breach or event of default under any lease to the Property identi?ed on ma shall be null, void, and inapplicable with respect to such lease. Grantee?s OR and rights to the ORR are deemed to be fully vested as to the Property and shall be a covenant running with the land. shall not be deemed violative of the rule against perpeurities, and shall condone to be fully vested to the cutout that the coal within the Property is covered by or subject to any renewal, extension, modi?cation, substitution, replacement or amendment of any existing or new lease, sublease, deed, license, or other contract granting Grantor or any other entity the right to mine, 'sell or transfer the coal underlying the Preperty. 5. m. Grantor shall keep true and accurate records of all coal mined from the Property, together with anytand all infonnation required under this Deed or reasonably requested by Grantee. Grantee and its of?cers, agents, employees, engineers, accountants, attorneys and 2 Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 3 took 435 Page 809 Pnnted by angle Of 43 consultants, shall have the right, but not the obligation, to inspect and copy at all reasonable times the books and records of Grantor, request and receive on a regular basis copies of maps prepared and maintained by Greater in the ordinary course of business; and go upon and inspect the Property and Grantor?s, or its agent?s or contractor?s, operations thereon, to con?rm compliance with the. terms of this Deed. All books, records, data and analyses concerning the mining of the coal from the Property shall be maintained for a period of three (3) years after the mining of such coal. 6. Tales. Grantor shall pay, when and as due, any and all taxes, few, and assessments imposed by any governmental authority with respect to the Property, without charge, cost or expense to Grantee, including but not limited to ad valorem taxes, severance taxes, and unmined minerals taxes, and shall, upon request of Grantee. provide Grantee copies of all tax returns prepared in connection with .such ad valor-em, severance, and unmined mineral taxes. 7. Ed gemedies. 1n the arrest of any failure by Grantor or its Successors to pay the OR as and when due, or to perform any other covenant or obligation of Greater hereunder, Grantee shall be entitled to all the rights and remedies available to it at law, in equity, by contract or otherwise, and may bring proceedings in equity or at law or take such steps as it may deem advisable to protect and enforce its rights hereunder: Upon any payment default hereunder and during the continuance thereof, the interest rate applied to outstanding monies owed to Grantee shall be 8% per annum (or, if less. the highest rate permissible under applicable law). All such remedies shall be damned to be cumulative and not exclusive and Grantee may exercise one or more remedies from time to time. In the event of any default pursuant to this Deed, Grantor will pay to Grantee such further amounts as shall lie suf?cient to fully reimburse Grantee for any and allof its neural out of pocket costs and expenses incurred while enforcing its rights and remedies under this Deed, including but not limited to, reasonable attorneys? fees and court costs. 8. 21mm. While the OR granted herein may be tual, if any court of competent jurisdiction should determine in an appropriate proceeding at the durau'on of the ORR renders this conveyance illegal, void or unenfom'eable, then the interest herein. conveyed shall be limited to a term equal to the longest penniss?ale term that would not render this conveyance. illegal, void, or unenforceable. 9. Grantor agrees to pay Grantee, on demand, all fees, costs, and expenses (including reasonable attorneys? fees and expenses and fees and expenses of other professionals) that Grantee may incur or pay in enforcing or protecting Grmwe'a nghta hereunder. 10.. Mahatma}. Gtautor may not assign this Deed or any of its rights, intaes'ts or obligations hereunder (whether by operation of law or otherwise), without the prior written consent 11. No addition to, amendment to. or modi?cation of any provision of this Deed shall be binding upon either party unless in writing and signed by both parties. This Deed shall be governed by and construed in the accordance with the laws of the Commonwealth 3 Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 4 Stock 435 Page 810 Printed by angle of 43 of Kentucky without reference to con?icts of law principles. If any provisiOn of this Deed shall be ?nally determined to be unenforceable, illegal or tmlaw?ll, ouch provision shall be deemed to be severed from the Deed and the remainder of the Deed shall continue to be effective and enforceable. The undersigned person executing this Deed on behalf of Grantor represents and certi?es that he is a duly elected of?cer of Grantor and has been fully ompouiered by proper resolution of the governing body of Greater to execute and deliver this Deed; that Grantor has ?tll power and authority to convey the real estate herein; and that all necessary action for the makingof Such conveyance has been taken and done. IN WITNESS WHEREOF, the parties hereto have caused this Deed to be executed as of the date set'forth above. GRANTOR: REVELATION ENERGY, LLC GRANTEE: STATE OF WEST VIRGINIA )ss COUNTY OF. CABELL The regoing instrument was sworn to, subscribed. and acimowledged before me this it: day 0 2016, by Jeffery A. Hoopl, President of ReVelauon Energy, LLC, a. Kentu imited liability company, for and on behalf of said company, as Grantor. My Commission Expires: . 30 cl EAL) (s NOTARY PUBLIC g7?? am announce a. ?no Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 5 300k 435 Page 311 Ptinled by angie of 43 mm ow )ss comm 0PM The ageing mew to, subscribed, and acknowledged before me this ?9 day of NW, -as 'plo Real Estate, a est Vir 'a limited liability company, for and on behalf of said company, as Grantee. My Commission Expim: . NOTARY PUBLIC 0; 25 Spring Gate 've London, Kentucky 40741 Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 6 look 436 Page 812 Printed by angle of 43 $11311" A PROPERTY. DESCRIPTION The real' property rights. estates and intereste'acquired by Revelation Energy, LLC, a Kentuelq limited liability company, pursuant to the following: 1' 8. Assignment.? Real Property Agreements-effective as of July 31, 2015 between Resource Development LLC, Resource Land Company LLC, North Fork Coal Carporation and Revelation Energy, LLC, as recorded in Mortgage Book 436, Page 2.42 in the Of?ce oftho Harlan County Clerk. Special Warranty Deed made and entered into as ofJuly?Sl, 2015 among Resource Development LLC, Resource Land Company LLC and Revelation Encry, LLC, as recorded in Deed Book 460, Page539 in. the Office of the Harlan County Clerk. Assignment of Real Property Agreements effective as of July 31, 2015 between Resource Development LLC, Harlan Reclamation Services LLC and Revelation Energy, LLC, as recorded in Lease Book 66, Page.175.in the Ollice of the Letcher County Clerk. Special Warranty Deed made and entered into as ofJuly? 31, 2015 between Pigeon Creek Processing Corporation and Revelation Energy, as recorded as Instrument Number 201600915 in the Of?ce of the Comm?onvrenlth of Virginia, Wise County Clerk. Special Warranty Deed madeand-entered into as at July 2015 between Mill Branch Coal Corporation, Osaka Mining Corporation and Revelation. Energy, LLC as' recorded as Instrument Number 201600916 in .the Of?ce of the Commonwealth of Virginia, WiserCounty Clerk. . .. Assignment Agreements effective as of. July 31, 2015 between Resource Development 11C, Pigeon Creek Processing Corporation and North Fork Coal Corporation and Revelation Energy, LLC. unrecorded. Burchaseand Sale Agreement dated July 25, 2014, as amended, by and among Cumberland River Cool Company,.Ark Land-Company and Revolution Energy, LLC, unrecorded (leases at Schedule 2.1). Amended, Consolidated and Restated Coal Mining Lease dated July 31, 2015 by and between ACIN LLC and Revelation Energy, LLC, unrecorded. Qultcieim Deed dated April 2016 by and between Jewell Smokclus Coal Corporation and Revelation Energy, LLC. re Case Claim 125-1 Part 2 Filed 08/07/19 Deso?cAdan/runeflit~ Page 7 of 43 35;? -- Mzt?? BOOK 44 PAGE 40 (6) mt? anew DEED 0F OVERRIDING ROYALTY THIS DEED 0F OVERRIDING ROYALTY (this ?Deed? dated this day of 2016 by and between Revelation Energy, LLC, a Kentucky limited liability company with an address of 1051 Main Street, Milton, West Virginia 25541 (?Grantor?), and Triple Real Estate, LLC, a West Virginia limited liability company, with an address of 1051 Main Street, Milton, West Virginia 25541 (collectively, ?Grantee?). WITNESSETH: WHEREAS, Grantor isithe lessee and owner of certain real property interests described on Exhibit A attached hereto and incorporated herein by reference (collectively, the ?Pr0perty"); WHEREAS, Grantor acquired its interests in the Property through Underlying Agreements signed during two separate transactions, the ?rst pursuant to the terms of that certain Purchase and Sale Agreement dated July 25, 2014 and ancillary transactional documents by and among Cumberland River Coal Company and Ark Land Company, as Sellers and Grantor as Buyer, and the second pursuant to the terms of that certain Asset Purchase Agreement dated July 31, 2015 and ancillary transactional documents by and between Resource Land Company LLC, Resource Development LLC, Harlan Reclamation Services LLC, Pigeon Creek Processing Corporation, Mill Branch Coal Corporation, North Fork Coal Corporation as Sellers and Grantor as Buyer. (the ?Underlying Agreements?); and WHEREAS, Grantor wishes to execute this Deed pursuant to its receipt of certain ?nancial incentives from Grantee that Grantee has provided to Grantor during 2016. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, Grantor hereby grants and conveys to Grantee, its successors and assigns, an overriding royalty interest in the Preperty, as more particularly set forth below, TO HAVE AND TO HOLD such overriding royalty, together with all appurtenances and privileges thereunder belonging, unto Grantee, its successors and assigns forever. The parties do further agree as follows: 1. Overriding Royalty. Grantor hereby con?rms and grants to Grantee, free and clear of all liens and encumbrances, an overriding royalty interest in all of the coal in place within the Property. Further, Grantor agrees to pay to Grantee an overriding royalty equal in each month to the greater of One Percent of the Gross Selling Price (as de?ned below) for any and all coal mined and sold from the Property or Fifty Cents per ten of coal mined and sold from the Pr0perty. The foregoing property interest and accompanying payment obligation are collectively referred to herein as the 2. Gross Selling Pg'ce. When used herein, the Gross Selling Price is de?ned as the average sales price received per ton by Grantor or its successors and assign for the coal sold ?'om the Property to a third-party during a bona?de arms-length transaction, F.O.B. mine, during any 1 Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 8 of43 calendar month, without deduction of any brokerage fees, taxes, sales commissions, or selling expenses, preparation or loading charges, transportation costs, or any other costs, deductions or charges whatsoever. If any coal from the Property is sold or transferred during other than a bona ?de arms-length transaction, the Gross Selling Price shall be de?ned as the greater of the amount determined pursuant to the ?rst sentence of this Paragraph and the per ton average selling price received by Grantor or its successors and assigns for bona ?de, arms-length sales of similar quality coal during the period, without deduction. 3. Payment Obligation. The ORR shall be due and payable to Grantee, without demand, on the twenty-?lth (25? day of each calendar month for all coal mined and sold from the Property during the preceding calendar month. At the time payment is sent, Grantor shall deliver to Grantee at the address set forth in the preamble hereto, or as otherwise directed by Grantee in writing the ORR payment amount in cash or immediately available funds, and a royalty report (in form reasonably satisfactory to Grantee) showing for the preceding month the quantity of coal mined from the Property and such other information as shall reasonably be requested by Grantee. Weights shall be determined by use of certi?ed scales, tested and corrected at least once each year, or if certi?ed scales are not available, then by procedures standard in the coal industry that are mutually acceptable to Grantor and Grantee. 4. OR Runs with the Land. The ORR, including all obligations for payment and other obligations of Grantor herein, shall be considered an interest in real estate and shall be an interest that runs with the Property and each parcel and piece of the Preperty, and shall be binding on Grantor, its successors and assigns, and all subsequent owners of and successors in title to the Property. Grantor?s successors and assigns shall include, without limitation, any successor by sale of equity interests, and merger or other corporate restructure, grantor as debtor or debtor-in-possession in any bankruptcy or insolvency proceeding, and any transferees, purchasers, lessees, sublessees, and other persons acquiring any interest in any of the Property (any of the foregoing, a ?Successor?). All Successors shall take such interests subject to the OR, and shall be charged with the OR payment obligations provided herein. Grantor agrees to notify each such Successor of this Deed and its obligations hereunder, and to obtain and provide to Grantee 'a written acknowledgement and assumption thereof, duly executed by such Successor, prior to any Successor?s acquisition of any interest in the Property. Grantor and Grantee intend that the OR (including the payment obligations set forth herein) shall constitute a real property interest in the Property, overriding and prior to all other present or future interests in the portion of the Pmperty represented by the ORR. Any provision hereof that would constitute a breach or event of default under any lease to the Property identi?ed on shall be null, void, and inapplicable with respect to such lease. Grantee?s OR and rights to the ORR are deemed to be fully vested as to the Property and shall be a covenant running with the land, shall not be deemed violative of the rule against perpetuities, and shall continue to be fully vested to the extent that the coal within the Property is covered by or subject to any renewal, extension, modi?cation, substitution, replacement or amendment of any existing or new lease, sublease, deed, license, assignment or other contract granting Grantor or any other entity the right to mine,.sell or transfer the coal underlying the Property. 5. Records. Grantor shall keep true and accurate records of all coal mined from the Property, together with any and all information required under this Deed or reasonably requested by Grantee. Grantee and its of?cers, agents, employees, engineers, accountants, attorneys and 2 Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 9 of43 consultants, shall have the right, but not the obligation, to inspect and c0py at all reasonable times the books and records of Grantor, request and receive on a regular basis cepies of maps prepared and maintained by Grantor in the ordinary course of business; and go upon and inspect the Preperty and Grantor?s, or its agent?s or contractor?s, operations thereon, to con?rm compliance with the terms of this Deed. All books, records, data and analyses concerning the mining of the coal ?om the Property shall be maintained for a period of three (3) years after the mining of such coal. 6. Taxes. Grantor shall pay, when and as due, any and all taxes, fees, and assessments imposed by any govermnental authority with respect to the PrOperty, without charge, cost or expense to Grantee, including but not limited to ad valorem taxes, severance taxes, and unmined minerals taxes, and shall, upon request of Grantee, provide Grantee copies of all tax returns prepared in connection with such ad valorem, severance, and unmined mineral taxes. 7. Default and Remedies. In the event of any failure by Grantor or its Successors to pay the ORR as and when due, or to perform any other covenant or obligation of Grantor hereunder, Grantee shall be entitled to all the rights and remedies available to it at law, in equity, by contract or otherwise, and may bring proceedings in equity or at law or take such steps as it may deem advisable to protect and enforce its rights hereunder. Upon any payment default hereunder and during the continuance thereof, the interest rate applied to outstanding monies owed to Grantee shall be 8% per annum (or, if less, the highest rate permissible under applicable law). All such remedies shall be deemed to be cumulative and not exclusive and Grantee may exercise one or more remedies from time to time. In the event of any default pursuant to this Deed, Grantor will pay to Grantee such ?rrther amounts as shall be suf?cient to fully reimburse Grantee for any and all of its actual out of pocket costs and expenses incurred while enforcing its rights and remedies under this Deed, including but not limited to, reasonable attorneys? fees and court costs. 8. Duration. While the ORR granted herein may be perpetual, if any court of competent jurisdiction should determine in an proceeding that the duration of the ORR renders this conveyance illegal, void or unenforceable, then the interest herein conveyed shall be limited to a term equal to the longest permissible term that would not render this conveyance illegal, void, or unenforceable. 9. Fees and Expenses. Grantor agrees to pay Grantee, on demand, all fees, costs, and expenses (including reasonable attorneys? fees and expenses and fees and expenses of other professionals) that Grantee may incur or pay in enforcing or protecting Grantee?s rights hereunder. 10. Assignment. Grantor may not assign this Deed or any of its rights, interests or obligations hereunder (whether by operation of law or otherwise), without the prior written consent of Grantee. 11. Miscellaneous. No addition to, amendment to, or modi?cation of any provision of this Deed shall be binding upOn either party unless in writingand signed by both parties. This Deed shall be governed by and construed in the accordance with the laws of the Commonwealth 3 Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 10 of43 of Kentucky Without reference to con?icts of law principles. If any provision of this Deed shall be ?nally determined to be unenforceable, illegal or unlawful, such provision shall be deemed to be severed ?'om the Deed and the remainder of the Deed shall continue to be effective and enforceable. The undersigned person executing this Deed on behalf of Grantor represents and certi?es that he is a duly elected of?cer of Grantor and has been empowered by proper resolution of the governing body of Grantor to execute and deliver this Deed; that Grantor has full power and authority to convey the real estate herein; and that all necessary action for the making of such conveyance has been taken and done. IN WITNESS WHEREOF, the parties hereto have caused this Deed to be executed as of the date set forth above. GRANT OR: REVELATION ENERGY, LLC By: Hoops, Presm'ent GRANTEE: TRIPLE REAL ESTATE, LLC By: Name: mm;? Title: - STATE or COUNTY or CABELL l? The foregoing instrument was sworn to, subscribed, and acknowledged before me this 2 day of ?gumgm 2016, by'Je??ery A. Hoops, as President of Revelation Energy, LLC, a Kentucky limited liability company, for and on behalf of said company, as Grantor. My Commission Expires: . (SEAL) NOTARY PUBLIC Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 11 of43 Exhibit A Property The real property rights, estates and interests acquired by Revelation Energy, LLC, a Kentucky limited liability company, pursuant to the following: 1. Assignment of Real Property Agreements effective as of July 31, 2015 between Resource Development LLC, Resource Land Company LLC, North Fork Coal Corporation and Revelation Energy, LLC, as recorded in Mortgage Book 436, Page 242 in the Of?ce of the Harlan County Clerk. Special Warranty Deed made and entered into as of July 31, 2015 among Resource Development LLC, Resource Land Company LLC and Revelation Energy, LLC, as recorded in Deed Book 460, Page 539 in the Of?ce of the Harlan County Clerk. Assignment of Real Property Agreements effective as of July 31, 2015 between Resource Development LLC, Harlan Reclamation Services LLC and Revelation Energy, LLC, as recorded in Lease Book 66, Page 175 in the Office of the Letcher County Clerk. Special Warranty Deed made and entered into as of July 31, 2015 between Pigeon Creek Processing Corporation and Revelation Energy, LLC, as recorded as Instrument Number 201600915 in the Office of the Commonwealth of Virginia, Wise County Clerk. Special Warranty Deed made and entered into as of July 31, 2015 between Mill Branch Coal Corporation, Osaka Mining Corporation and Revelation Energy, LLC as recorded as Instrument Number 201600916 in the Of?ce of the Commonwealth of Virginia, Wise County Clerk. Assignment of Real Property Agreements effective as of July 31, 2015 between Resource Development LLC, Pigeon Creek Processing Corporation and North Fork Coal Corporation and Revelation Energy, LLC, unrecorded. Purchase and Sale Agreement dated July 25, 2014, as amended, by and among Cumberland River Coal Company, Ark Land Company and Revelation Energy, LLC, unrecorded (leases at Schedule 2.1). Amended, Consolidated and Restated Coal Mining Lease dated July 31, 2015 by and between ACIN LLC and Revelation Energy, LLC, unrecorded. S'l?A'l'lI KENTUCKY. COUNTY OF HARLAN DONNA HOSKINS, Clerk of the County in and for the County and State aforesaid, certify that the foregoing am ?a A F01 tGL?l?Li? was on 01ng 53 day of?m?l?, at H. high.) lodged for record, the samcwith the foregoing and this Certi?cate. have been duly recorded in my of?ce Filed: 01/1812017 11:13:04 AM im?bg' BOOK NO. Eli-l PAGE 39 Donna Hoskins. County Clerk Witness my hand this i $15? day of Harlan County. KY APRIL DONNA .HOSKINS, -rk Eyew? DC. 6 Case Claim 125-1 Part 2 Filed 08/07/19 Paqgig of 43 It!" 970 410 5: *200111'? rub ?4.0 . DEED OF OVERRIDING ROYALTY THIS DEED OF OVERRIDING ROYALTY (this ?Deed? dated this .345 day of M4 2016 by and between Revelation Energy, LLC, a Kentucky limited liability company with an address of 1051 Main Street, Milton, West Virginia 25541 (?Grantor?), and Triple Real Estate, LLC, a West Virginia limited liability company, with an address of 1051 Main Street, Milton, West Virginia 25541 (collectively, ?Grantee?). WITNESSETH: WHEREAS, Grantor IS the lessee and owner of certain real property interests described on A attached hereto and incorporated herein by reference (collectively, the ?Property? WHEREAS, Grantor acquired its interests in the Property through Underlying Agreements signed during two separate transactions, the ?rst pursuant to the terms of that certain Purchase and Sale Agreement dated July '25, 2014 and ancillary transactional documents by and among Cumberland River Coal Company and Ark Land Company, as Sellers and Grantor as Buyer, and the second pursuant to the terms of that certain Asset Purchase Agreement dated July 31, 2015 and ancillary transactional docun?wnts by and between Resource Land Company LLC, Resource Development LLC, Harlan Reclamation Services LLC, Pigeon Creek Processing Corporation, Mill Branch Coal Corporation, North Fork Coal Corporation as Sellers and Grantor as Buyer. (the ?Underlying Agreements? and WHEREAS, Grantor wishes to execute this Deed pursuant to its receipt of certain ?nancial incentives ?om Grantee that Grantee has provided to Grantor during 2016. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereina?er set forth and for other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, Grantor hereby grants and conveys to Grantee, its successors and assigns, an overriding royalty interest in the Property, as more particularly set forth below, TO HAVE AND TO HOLD such overriding royalty, together with all appurtenances and privileges thereunder belonging, unto Grantee, its successors and assigns forever. The parties do further agree as follows: 1. Overriding Royalty. Grantor hereby con?rms and grants to Grantee, free and clear of all liens and encumbrances, an overriding royalty interest in all of the coal in place within the Property. Further, Grantor agrees to pay to Grantee an overriding royalty equal in each month to the greater of One Percent of the Gross Selling Price (as de?ned below) for any and all coal mined and sold from the Property or Fifty Cents per ton of coal mined and sold from the Property. The foregoing property interest and accompanying payment obligation are collectively referred to herein as the 2. Gross Selling Price. When used herein, the Gross Selling Price' is de?ned as the average sales price received per ton by Grantor or its successors and assign for the coal sold from the Property to a third-party during a bona de arms-length transaction, F. O. B. mine, during any 1 Case Claim 125-1 Part2 Filed 08/07/19 Desc Attachment Paige?13 of43 calendar month, without deduction of any brokerage fees, taxes, sales commissions, or selling expenses, preparation or loading charges, transportation costs, or any other costs, deductions or charges whatsoever. If any coal from the Property is sold or transferred during other than a bona ?de arms-length transaction, the Gross Selling Price shall be de?ned as the greater of the amount determined pursuant to the ?rst sentence of this Paragraph and the per ton average selling price received by Grantor or its successors and assigns for bona ?de, anus-length sales of similar quality coal during the period, without deduction. 3. Payment Obligation. The ORR shall be due and payable to Grantee, without demand, on the twenty-?fth (25th) day of each calendar month for all coal mined and sold from the Property during the preceding calendar month. At the time payment is sent, Grantor shall deliver to Grantee at the address set forth in the preamble hereto, or as otherwise directed by Grantee in writing the ORR payment amount in cash or immediately available funds, and a royalty report (in form reasonably satisfactory to Grantee) showing for the preceding month the quantity of coal mined from the Property and such other information as shall reasonably be requested by Grantee. Weights shall be determined by use of certi?ed scales, tested and corrected at least once each year, or if certi?ed scales are not available, then by procedures standard in the coal industry that are mutually acceptable to Grantor and Grantee. 4. OR Runs with the Land. The ORR, including all obligations for payment and other obligations of Grantor herein, shall be considered an interest in real estate and shall be an interest that runs with the Property and each parcel and piece of the Property, and shall be binding on Grantor, its successors and assigns, and all subsequent owners of and successors in title to the Property. Grantor?s successors and assigns shall include, without limitation, any successor by sale of equity interests, and merger ?or other corporate restructure, grantor as debtor or debtor-in-possession in any bankruptcy or insolvency proceeding, and any transferees, purchasers, lessees, sublessees, and other persons acquiring any interest in any of the Property (any of the foregoing, a ?Successor?). All Successors shall take such interests subject to the ORR, and shall be charged with the ORR payment obligations provided herein. Grantor agrees to notify each such Successor of this Deed and its obligations hereunder, and to obtain and provide to Grantee a written acknowledgement and assumption thereof, duly executed by such Successor, prior to any Successor's acquisition of any interest in the Property. Grantor and Grantee intend that the ORR (including the payment obligations set forth herein) shall constitute a real property interest in the Property, overriding and prior to all other present or future interests in the portion of the Property represented by the ORR. Any provision hereof that would constitute a breach or event of default under any lease to the Property identi?ed on'Exhibit A shall be null, void, and inapplicable with respect to such lease. Grantee?s ORR and rights to the ORR are deemed to be fully vested as to the Property and shall be a covenant running with the land, shall not be deemed violative of the rule against perpetuities, and shall continue to be fully vested to the extent that the coal within the Property is covered by or subject to any renewal, extension, modi?cation, substitution, replacement or amendment of any existing or new lease, sublease, deed, license, assignment or other contract granting Grantor or any other entity the right to mine, sell or transfer the coal underlying the Property. 5. Records. Grantor shall keep true and accurate records of all coal mined from the Property, together with any and all information required under this Deed or reasonably requested by Grantee. Grantee and its of?cers, agents, employees, engineers, accountants, attorneys and 2 Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment ?Page 14 of 43 . consultants, shall have the right, but not the obligation, to inspect and copy at all reasonable times the books and records of Grantor, request and receive on a regular basis cepies of maps prepared and maintained by Grantor in the ordinary course of business; and go upon and inspect the Property and Grantor?s, or its agent?s or contractor?s, operations thereon, to con?rm compliance with the terms of this Deed. All books, records, data and analyses concerning the mining of the coal from the Property shall be maintained for a period of three (3) years after the mining of such coal. 6. Taxes. Grantor shall pay, when and as due, any and all taxes, fees, and assessments imposed by any governmental authority with respect to the Property, without charge, cost or expense to Grantee, including but not limited to ad valorem taxes, severance taxes, and unmined minerals taxes, and shall, upon request of Grantee, provide Grantee copies of all tax returns prepared in connection with such ad valorem, severance, and unmined mineral taxes. 7. Default and Remedies. In the event of any failure by Grantor or its Successors to pay the ORR as and when due, or to perform any other covenant or obligation of Grantor hereunder, Grantee shall be entitled to all the rights and remedies available to it at law, in equity, by contract or otherwise, and may bring proceedings in equity or at law or take such steps as it may deem advisable to protect and enforce its rights hereunder. Upon any payment default hereunder and during the continuance thereof, the interest rate applied to outstanding monies owed to Grantee shall be 8% per annum (or, if less, the highest rate permissible under applicable law). All such remedies shall be deemed to be cumulative and not exclusive and Grantee may exercise one or more remedies from time to time. In the event of any default pursuant to this Deed, Grantor will pay to Grantee such further amounts as shall be suf?cient to fully reimburse Grantee for any and all of its actual out of pocket costs and expenses incurred while enforcing its rights and remedies under this Deed, including but not limited to, reasonable attorneys? fees and court costs. 8. Duration. While the ORR granted herein may be perpetual, if any court of competent jurisdiction should determine in an appropriate proceeding that the duration of the ORR renders this conveyance illegal, void or unenforceable, then the interest herein conveyed shall be limited to a term equal to the longest permissible term that would not render this conveyance illegal, void, or unenforceable. 9. Peg and Expenses. Grantor agrees to pay Grantee, on demand, all fees, costs, and expenses (including reasonable attorneys? fees and expenses and fees and expenses of other professionals) that Grantee may incur or pay in enforcing or protecting Grantee?s rights hereunder. 10. Assiment. Grantor may not assign this Deed or any of its rights, interests or obligations hereunder (whether by operation of law or otherwise), without the prior written consent of Grantee. ll. Miscellaneous. No addition to, amendment to, or modi?cation of any provision of this Deed shall be binding upon either party unless in writing and signed by both parties. This Deed shall be governed by and construed in the accordanccwith the laws of the Commonwealth 3 Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 1757 of43 of Kentucky without reference to con?icts of law principles. If any provision of this Deed shall be ?nally determined to be unenforceable, illegal or unlawful, such provision shall be deemed to be severed from the Deed and the remainder of the Deed shall continue to be effective and enforceable. The undersigned person executing this Deed on behalf of Grantor represents and certi?es that he is a duly elected officer of Grantor and has been fully empowered by proper resolution of the governing body of Grantor to execute and deliver this Deed; that Grantor has ?ill power and authority to convey the real estate herein; and that all necessary action for the making of such conveyance has been taken and done. IN WITNESS WHEREOF, the parties hereto have caused this Deed to be executed as of the date set forth above. GRANTOR: REVELATION ENERGY, LLC By: . Hoops, President GRANTEE: . TRIPLE REAL ESTATE, LLC BY. Name: mag; Title: - 5 STATE OF WEST VIRGINIA A COUNTY OF CABELL The fore oing instrument was sworn to, subscribed, and acknowledged before me this 2 day of 2016, by Jeffery A. Hoops, as President of Revelation Energy, LLC, a Kentucky limited liability company, for and on behalf of said company, as Grantor. My Commission Expires: (SEAL) NOTARY PUBLIC Case Claim 125-1 Part2 Filed 08/07/19 Desc Attachment Page 16 of43 STATE OF )ss COUNTY OF The foregoing instrument was sworn to, ubscribed, and acknowledged before me this day of ,2016, by .as of Triple Real Estate, a est Virgi a limited liability company, for and on behalf of said company, as Grantee. My Commission Expires: QZQM 5 2012 I WW8 :8 f3 1; ScottDapog i . - - - - NOTARY PUBLIC This instrument prepared by: '25 Spring Gate Drive London, Kentucky 40741 Part2 Filed 08/07/19 .Desc?Attachment Page 17. -. ., Property -.. - . . .1: A . 5.33League?s. ., Appalachia, VA Big Stone Gap?, VA Case Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment of43 Page 18 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 19 of43 Summary of Override Royalties TRIPLE REAL ESTATE Month 1% GSP or $0.50 PT Aug?17 86,842.65 Sep-17 91,212.11 Oct-17 86,118.23 Nov-17 80,585.05 Dec-17 6,365.81 Jan-18 40,975.73 Feb-18 73,997.49 Mar-18 119,015.46 Apr?18 95,476.20 May-18 149,288.18 Jun-18 67,643.32 Jul-18 49,864.47 Aug-18 75,942.12 Sep-18 102,047.11 Oct-18 5 $3,081.98 Nov-18 65,750.87 Dec-18 65,463.73 Jan?19 40,975.73 Feb-19 25,182.71 Mar-19 67,225.81 Apr-19 104,118.10 May-19 91,738.13 Jun?19 55,657.40 1,694,568.39 Rate Period Nominal Annual Rate Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment CASH FLOW DATA Annual 8.000 of43 Event Date Amount Number Period End Date 1 Loan 09/25/2017 86,842.65 1 2 Loan 10/25/2017 91,212.11 1 3 Loan 11/25/2017 86,118.23 1 4 Loan 1212512017 80,585.05 1 5 Loan 01/25/2018 6,365.81 1 6 Loan 02/25/2018 40,975.73 1 7 Loan 03/25/2018 73,997.49 1 8 Loan 04/25/2018 119,015.46 1 9 Loan 05/25/2018 95,476.20 1 10 Loan 06/25/2018 149,288.18 1 11 Loan 07/25/2018 67,643.32 1 12 Loan 08/25/2018 49,864.47 1 13 Loan 09/25/2018 75,942.12 1 14 Loan 10/25/2018 102,047.11 1 15 Loan 11/25/2018 53,081.98 1 16 Loan 12/25/2018 65,750.87 1 17 Loan 01/25/2019 65,463.73 1 18 Loan 02/25/2019 40,975.73 1 19 Loan 03/25/2019 25,182.71 1 20 Loan 04/25/2019 67,225.81 1 21 Loan 05/25/2019 104,118.10 1 22 Loan 06l25/2019 91,738.13 1 23 Loan 07101/2019 1,758,463.18- 1 AMORTIZATION SCHEDULE - U.S. Rule (no compounding) Interest Interest Principal Page 1 Balance Due Date Loan Payment Accrued Paid Paid Interest Principal Total Loan 09l25/2017 86,842.65 0.00 0.00 0.00 0.00 86,842.65 86,842.65 Loan 10/25/2017 91,212.11 571.02 0.00 0.00 571.02 178,054.76 178,625.78 Loan 11/25/2017 86,118.23 1,209.80 0.00 0.00 1,780.82 264,172.99 265,953.81 Loan 12125/2017 80,585.05 1,737.03 0.00 0.00 3,517.85 344,758.04 348,275.89 2017 Totals 344,758.04 0.00 3,517.85 0.00 0.00 Loan 01l25/2018 6,365.81 2,342.47 0.00 0.00 5,860.32 351,123.85 356,984.17 Loan 02/25/2018 40,975.73 2,385.72 0.00 0.00 8,246.04 392,099.58 400,345.62 Loan 03125I2018 73,997.49 2,406.31 0.00 0.00 10,652.35 466,097.07 476,749.42 Loan 04l25l2018 119,015.46 3,166.91 0.00 0.00 13,819.26 585,112.53 598,931.79 Loan 05/25/2018 95,476.20 3,847.32 0.00 0.00 17,666.58 680,588.73 698,255.31 Loan 06/25/2018 149,288.18 4,624.27 0.00 0.00 22,290.85 829,876.91 852,167.76 Loan 07l25/2018 67,643.32 5,456.72 0.00 0.00 27,747.57 897,520.23 925,267.80 Loan 08/25/2018 49,864.47 6,098.22 0.00 0.00 33,845.79 947,384.70 981,230.49 Loan 09/2512018 75,942.12 6,437.02 0.00 0.00 40,282.81 1,023,326.82 1,063,609.63 Loan 10/25/2018 102,047.11 6,728.72 0.00 0.00 47,011.53 1,125,373.93 1,172,385.46 Loan 11/25/2018 53,081.98 7,646.38 0.00 0.00 54,657.91 1,178,455.91 1,233,113.82 Loan 12/25/2018 65,750.87 7,748.75 0.00 0.00 62,406.66 1,244,206.78 1,306,613.44 2018 Totals 899,448.74 0.00 58,888.81 0.00 0.00 Loan 01125/2019 65,463.73 8,453.79 0.00 0.00 70,860.45 1,309,670.51 1,380,530.96 Loan 02/25/2019 40,975.73 8,898.58 0.00 0.00 79,759.03 1,350,646.24 1,430,405.27 Loan 03/25/2019 25,182.71 8,288.90 0.00 0.00 88,047.93 1,375,828.95 1 ,463,876.88 Loan 04/25/2019 67,225.81 9,348.10 0.00 0.00 97,396.03 1,443,054.76 1,540,450.79 Loan 05/25/2019 104,118.10 9,488.58 0.00 0.00 106,884.61 1 547,172.86 1,654,057.47 Loan 06/25/2019 91,738.13 10,512.30 0.00 0.00 117,396.91 1,638,910.99 1,756,307.90 Loan 07/01/2019 1 ,758,463.18- 2,155.28 0.00 0.00 119,552.19 119,552.19- 0.00 2019 Totals I ,363,758.97- 0.00 57,145.53 0.00 0.00 Grand Totals 119,552.19- 0.00 119,552.19 0.00 0.00 Page 20 Page 21 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement June 2019 Tonnage Royalty: Produced Sold GSP Rate Net Payment D7 - Osaka 8,815.51 13,741.05 80.54 1% GSP or $0.50 PT 0.81 11,067.04 D8 - Cloverlick - - - 1% GSP or $0.50 PT 0.50 - D9 - North Fork #6 6,049.74 9,191.21 76.58 1% GSP or $0.50 PT 5 0.77 7,038.63 D10 - Dorchester - - 1% GSP or $0.50 PT 5 0.50 - - Panther 38,009.63 35,426.32 60.83 1% GSP or $0.50 PT 0.61 21,549.83 D21 - Tyree Branch 22,761.48 21,249.92 57.69 1% GSP or $0.50 PT 0.58 12,259.08 $17 - Cumberland 1,323.00 4,520.31 82.80 1% GSP or $0.50 PT 0.83 3,742.82 529 - Cave Branch - - 1% GSP or $0.50 PT 0.50 - 55,657.40 Page 22 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement May 2019 Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 7,496.56 10,029.02 80.27 1% GSP or $0.50 PT 0.80 8,050.29 D8 - Cloverlick - - 1% GSP or $0.50 PT 0.50 - D9 - North Fork #6 5,209.17 6,968.90 80.34 1% GSP or $0.50 PT 0.80 5,598.81 D10 - Dorchester - - - 1% GSP or $0.50 PT 0.50 - D11 - Panther 37,624.99 54,460.92 89.30 1% GSP or $0.50 PT 0.89 48,635.74 D21 - Tyree. Branch 21,761.89 31,499.62 89.16 1% GSP or $0.50 PT 0.89 28,086.54 S17 - Cumberland 1,323.00 1,769.93 77.22 1% GSP or $0.50 PT 0.77 1,366.74 S29 - Cave Branch - - - 1% GSP or $0.50 PT 0.50 - 91,738.13 Royalty Statement a April 2019 cu C) as 0. Tonnage Royalty: 8 Mine Produced Sold GSP Rate Net Payment 8 D7 - Osaka 12,244.40 12,489.69 79.64 1% GSP or $0.50 PT 0.80 9,946.79 2 8 D8 - Cloverlick - - - 1% GSP or $0.50 PT 5 0.50 - cu D9 - North Fork #6 6,005.11 6,130.53 78.50 1% GSP or $0.50 PT 5 0.79 4,812.47 010 - Dorchester - - - 1% GSP or $0.50 PT 5 0.50 - 3 D11 - Panther 33,988.24 37,866.94 99.72 1% GSP or $0.50 PT 1.00 37,760.Tyree Branch 28,274.96 37,866.94 100.33 1% GSP or $0.50 PT 5 1.00 37,991.90 517 - Cumberland 16,760.36 17,001.17 80.03 1% GSP or $0.50 PT 0.80 13,606.04 0. 3' $29 - Cave Branch - - - 1% GSP or $0.50 PT 3 0.50 - 104,113.Page 24 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement March 2019 Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 16,523.73 16,462.39 75.67 1% GSP or $0.50 PT 0.76 12,457.09 D8 - Cloverlick - - - 1% GSP or $0.50 PT 5 0.50 - D9 - North Fork #6 6,323.87 7,534.05 62.72 1% GSP or $0.50 PT 0.63 4,725.36 D10 - Dorchester - - - 1% GSP or $0.50 PT 0.50 - D11 Panther 28,057.30 24,792.38 85.74 1% GSP or $0.50 PT 0.86 21,256.99 D21- Tyree Branch 20,500.00 20,938.37 86.40 1% GSP or $0.50 PT 5 0.86 18,090.75 S17 - Cumberland 14,408.35 15,382.75 69.53 1% GSP or $0.50 PT 5 0.70 10,695.63 $29 - Cave Branch - - 1% GSP or $0.50 PT 0.50 - 67,225.81 Page 25 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement February 2019 Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 12,005.11 5,493.34 84.49 1% GSP or $0.50 PT 0.84 4,641.32 D8 - Cloverlick - - - 1% GSP or $0.50 PT 0.50 - D9 - North Fork #6 6,254.79 2,862.08 79.02 1% GSP or $0.50 PT 0.79 2,261.62 D10 - Dorchester - - - 1% GSP or $0.50 PT 0.50 - D11 - Panther 35,168.87 11,700.89 72.00 1% GSP or $0.50 PT 0.72 8,424.64 . D21 - Tyree Branch 15,887.00 7,258.01 71.72 1% GSP or $0.50 PT 0.72 5,205.44 517 - Cumberland 12,115.66 5,543.92 83.87 1% GSP or $0.50 PT 0.84 4,649.69 S29 - Cave Branch - - 1% GSP or $0.50 PT 0.50 - 25,182.71 Page 26 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement January 2019 Tonnage Royalty: Produced Sold GSP Rate Net Payment D7 - Osaka 13,757.62 11,775.00 91.47 1% GSP or $0.50 PT 0.91 10,770.59 D8 - Cloverlick - - - 1% GSP or $0.50 PT 0.50 - D9 - North Fork #6 5,195.37 4,446.67 92.48 1% GSP or $0.50 PT 0.92 4,112.28 D10 Dorchester - - - 1% GSP or $0.50 PT 0.50 - D11 - Panther 45,819.66 18,413.60 96.98 1% GSP or $0.50 PT 0.97 17,857.51 D21 - Tyree Branch 16,280.00 10,362.38 97.82 1% GSP or $0.50 PT 0.98 10,136.48 $17 - Cumberland 9,219.51 7,890.88 89.59 1% GSP or $0.50 PT 0.90 7,069.44 529 - Cave Branch - - - 1% GSP or $0.50 PT 0.50 - 49,946.30 Page 27 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement December 2018 Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 17,996.00 26,925.45 68.43 1% GSP or $0.50 PT 5 0.68 18,425.09 D8 - Cloverlick - - - 1% GSP or $0.50 PT 5 0.50 - D9 - North Fork #6 7,282.11 12,958.03 68.13 1% GSP or $0.50 PT 0.68 8,828.31 010 - Dorchester - - - 1% GSP or $0.50 PT 5 0.50 - - Panther 30,306.58 22,582.22 70.51 1% GSP or $0.50 PT 5 0.71 15,922.72 D21 - Tyree Branch . 11,782.00 11,691.51 69.86 1% GSP or $0.50 PT 5 0.70 8,167.69 S17 - Cumberland 9,989.67 13,636.42 68.15 1% GSP or $0.50 PT 5 0.68 5 9,293.22 529 - Cave Branch - 8,317.61 58.03 1% GSP or $0.50 PT 0.58 4,826.71 65,463.73 Page 28 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement November 2018 Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 26,377.00 21,639.69 64.45 1% GSP or 0.64 13,946.78 D8 - Cloverlick - - 79.73 1% GSP or 0.80 - D9 - North Fork #6 22,341.00 18,328.56 64.22 1% GSP or 0.64 11,770.60 D10 - Dorchester - - 95.00 1% GSP or 0.95 - - Panther 29,731.09 28,857.69 77.13 1% GSP or 0.77 22,257.94 D21 - Tyree Branch 15,742.55 20,120.14 5 77.42 1% GSP or 0.77 15,577.01 $17 - Cumberland 3,888.67 3,417.07 64.34 1% GSP or 0.64 2,198.54 529 - Cave Branch - - - 1% GSP or 0.50 - 65,750.87 Page 29 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement October 2018 Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 26,020.00 23,149.08 63.93 1% GSP or $0.50 PT 0.64 14,799.21 D8 - Cloverlick - 5,097.54 79.73 1% GSP or $0.50 PT 0.80 4,064.27 D9 - North Fork #6 27,224.00 24,220.23 63.82 1% GSP or $0.50 PT 0.64 15,457.35 D10 - Dorchester - 95.00 1% GSP or $0.50 PT 0.95 - D11 - Panther 29,431.15 7,094.32 20.47 1% GSP or $0.50 PT 0.50 3,547.16 D21 - Tyree Branch 19,978.59 11,525.87 65.05 1% GSP or $0.50 PT 0.65 7,497.58 517 - Cumberland 13,475.67 12,021.21 64.19 1% GSP or $0.50 PT 0.64 7,716.41 529 - Cave Branch - - - 1% GSP or $0.50 PT 0.50 - 53,081.98 Page 30 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement September 2018 Tonnage Royalty: Produced Sold GSP Rate Net Payment D7 - Osaka 23,035.00 36,558.25 59.33 1% GSP or $0.50 PT 0.59 21,690.01 D8 - Cloverlick - - - 1% GSP or $0.50 PT 0.50 - D9 - North Fork #6 21,544.00 34,191.92 57.13 1% GSP or $0.50 PT 0.57 19,533.84 D10 - Dorchester - 95.00 1% GSP or $0.50 PT 0.95 - D11 - Panther 38,029.53 41,278.88 79.35 1% GSP or $0.50 PT 0.79 32,754.79 D21 - Tyree Branch 11,632.00 19,888.00 79.18 1% GSP or $0.50 PT 0.79 15,747.32 S17 Cumberland 14,796.73 22,319.85 45.23 1% GSP 'or $0.50 PT 0.50 11,159.93 $29 - Cave Branch - 1,731.10 67.08 1% GSP or $0.50 PT 0.67 1,161.22 102,047.11 Page 31 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement August 2018 Tonnage Royalty: Produced Sold GSP Rate Net Payment D7 - Osaka 23,944.76 17,049.01 77.65 1% GSP or $0.50 PT 0.78 13,238.56 D8 - Cloverlick - - - 1% GSP or $0.50 PT 0.50 - 09 - North Fork #6 28,360.60 20,193.15 77.44 1% GSP or $0.50 PT 0.77 15,637.58 D10 - Dorchester - 20,139.01 95.00 1% GSP or $0.50 PT 0.95 19,132.06 - Panther 52,839.86 21,475.89 71.04 1% GSP or $0.50 PT 0.71 15,256.47 D21 - Tyree Branch 10,541.00 6,950.48 71.43 1% GSP or $0.50 PT 0.71 5 4,964.73 517 Cumberland 17,875.87 12,731.47 60.58 1% GSP or $0.50 PT 0.61 7,712.72 529 - Cave Branch - - - 1% GSP or $0.50 PT 0.50 - 75,942.12 Page 32 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement July 2018 Tonnage Royalty: Produced Sold GSP Rate Net Payment D7 - Osaka 15,496.78 12,796.57 64.98 1% GSP or $0.50 PT 0.65 8,315.21 08 - Cloverlick 7,238.45 2,575.70 42.13 1% GSP or $0.50 PT 0.50 1,287.85 D9 - North Fork #6 23,088.26 19,065.28 65.67 1% GSP or $0.50 PT 0.66 12,520.17 D10 - Dorchester - - 1% GSP or $0.50 PT 0.50 - 011 - Panther 44,247.24 15,744.76 48.04 1% GSP or $0.50 PT 0.50 7,872.38 D21 - Tyree Branch 7,908.40 4,328.39 47.60 1% GSP or 5050 PT 0.48 5 2,060.31 517 - Cumberland 21,135.92 30,426.36 58.53 1% GSP or $0.50. PT 0.59 17,808.55 S29 - Cave Branch - - - 1% GSP or $0.50 PT 0.50 - 49,864.47 Page 33 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement June 2018 Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 16,990.38 15,297.80 59.28 1% GSP or $0.50 PT 0.59 9,068.54 D8 - Cloverlick 26,233.30 14,722.79 79.04 1% GSP or $0.50 PT 0.79 11,636.89 D9 - North Fork #6 21,430.94 19,295.99 64.19 1% GSP or $0.50 PT 0.64 12,386.10 D10 - Dorchester - 21,305.75 55.11 1% GSP or $0.50 PT 0.55 11,741.60 D11 - Panther 19,561.23 10,978.26 79.07 1% GSP or $0.50 PT 0.79 8,680.51 D21 - Tyree Branch . 9,583.59 7,976.11 79.09 1% GSP or $0.50 PT 0.79 6,308.31 S17 - Cumberland 21,583.82 15,642.76 47.59 1% GSP or $0.50 PT 0.50 7,821.38 529 - Cave Branch - - - 1% GSP or $0.50 PT 0.50 67,643.32 Page 34 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement May 2018 Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 21,782.00 28,127.56 5 61.78 1% GSP or $0.50 PT 5 0.62 17,377.21 D8 - Cloverlick 30,478.07 70,481.41 5 74.13 1% GSP Or $0.50 PT 5 0.74 52,247.87 D9 - North Fork #6 16,793.13 21,685.33 62.59 1% GSP or $0.50 PT 5 0.63 13,572.85 D10 - Dorchester 4,005.00 5,171.74 55.11 1% GSP or $0.50 PT 5 0.55 2,850.15 - Panther 21,484.78 31,811.47 5 74.06 1% GSP or $0.50 PT 5 0.74 23,559.57 D21 Tyree Branch 9,097.00 9,097.00 5 73.68 1% $0.50 PT 0.74 6,702.67 517 - Cumberland 31,567.68 43,722.73 62.59 1% GSP or $0.50 PT 0.63 27,366.06 $29 - Cave Branch - 7,597.90 73.86 1% GSP or $0.50 PT 0.74 5,611.81 149,288.18 Royalty Statement April 2018 cu C) as . Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 25,389.99 22,225.53 68.08 1% GSP or $0.50 PT 0.68 15,131.14 D8 - Cloverlick 33,765.89 32,142.94 74.33 1% GSP or $0.50 PT 0.74 23,891.85 D9 - North Fork #6 14,516.00 12,706.81 68.70 1% GSP or $0.50 PT 0.69 8,729.58 D10 - Dorchester 14,549.66 12,736.28 69.88 1% GSP or $0.50 PT 0.70 8,900.11 D11 - Panther 19,405.91 18,473.17 75.79 1% GSP or $0.50 PT 0.76 14,000.82 00 517 - Cumberland 41,695.26 36,498.61 68.01 1% GSP or $0.50 PT 0.68 24,822.70 529 - Cave Branch - 78.45 1% GSP or $0.50 PT 0.78 - 95,476.20 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement 8 March 2018 CD C5) (CS 0. Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 21,902.93 25,109.21 81.97 1% GSP or $0.50 PT 5 0.82 20,582.02 08 - Cloverlick 33,644.30 26,719.43 77.57 1% GSP or $0.50 PT 5 0.78 20,726.26 D9 - North Fork #6 14,270.72 16,359.75 81.75 1% GSP or $0.50 PT 0.82 13,374.10 010 - Dorchester 17,608.06 20,185.63 81.76 1% GSP or $0.50 PT 5 0.82 16,503.77 011 - Panther 29,199.11 23,189.18 77.75 1% GSP or $0.50 PT 0.78 18,029.59 00 .5 s17 - Cumberland . 31,556.63 36,176.07 81.85 1% GSP or $0.50 PT 5 0.82 29,610.11 529 - Cave Branch - 241.70 78.45 1% GSP or $0.50 PT 5 0.78 189.61 119,015.46 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 37 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement February 2018 Mine Produced Sold GSP Rate Net Payment D7 - Osaka 28,514.71 28,892.86 64.69 1% GSP 15% over $70 0.65 18,690.79 D8 - Cloverlick 23,044.58 22,644.38 57.46 1% GSP 15% over $70 0.57 13,011.46 D9 - North Fork #6 5,068.40 5,135.61 64.90 1% GSP 15% over $70 0.65 3,333.01 D10 - Dorchester 7,607.50 7,708.39 64.79 1% GSP 15% over $70 0.65 4,994.27 D11 Panther 31,587.25 31,038.69 57.41 1% GSP 15% over $70 0.57 17,819.31 $17 - Cumberland . 26,040.88 24,955.41 64.71 5 1% GSP 15% over $70 0.65 16,148.65 S29 - Cave Branch - - 1% GSP 15% over $70 0.50 - 73,997.49 Page 38 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement January 2018 Mine Produced Sold GSP Rate Net Payment D7 - Osaka 20,259.22 18,128.24 56.76 1% GSP 15% over $70 0.57 10,289.59 D8 - Cloverlick 36,995.96 8,217.95 56.87 1% GSP 15% over $70 0.57 4,673.55 D9 - North Fork #6 9,770.94 8,743.05 5 56.76 1% GSP 15% over $70 0.57 4,962.56 D10 - Dorchester 9,995.30 8,943.80 56.76 1% GSP 15% over $70 0.57 5,076.50 D11 - Panther 12,082.72 2,683.95 56.97 1% GSP 15% over $70 0.57 1,529.05 517 - Cumberland 26,946.23 23,065.42 55.34 1% GSP 15% over $70 0.55 12,764.40 529 - Cave Branch 5,561.62 2,952.71 56.90 1% GSP 15% over $70 0.57 1,680.09 40,975.73 Royalty Statement 8 December 2017 cu C) as 0. Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 Osaka 28,893.78 1,709.97 74.15 1% GSP or $0.50 PT 5 0.74 1,267.94 08 - Cloverlick 35,744.32 573.12 74.15 1% GSP or $0.50 PT 5 0.74 424.97 09 - North Fork #6 5,929.98 350.94 74.15 1% GSP or $0.50 PT 5 0.74 260.22 010 - Dorchester 22,447.82 1,328.49 5 74.15 1% GSP or $0.50 PT 35 0.74 985.08 D11 - Panther 21,630.32 346.82 74.15 1% GSP or $0.50 PT 0.74 257.17 ?5 S17 - Cumberland 28,703.38 4,870.69 60.86 1% GSP or $0.50 PT 5 0.61 2,964.30 529 - Cave Branch 16,768.33 277.99 74.15 1% GSP or $0.50 PT 5 0.74 206.13 6,365.81 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement Sr November 2017 cu C) as 0. Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 Osaka 21,637.06 21,637.06 66.97 1% GSP or $0.50 PT 0.67 14,490.34 D8 Cloverlick 30,851.23 30,851.23 5 69.85 1% GSP or $0.50 PT 0.70 21,549.58 D9 - North Fork #6 811.19 811.19 67.52 1% GSP or $0.50 PT 0.68 547.72 D10 - Dorchester 11,533.51 11,533.51 65.49 1% GSP or $0.50 PT 0.65 7,553.30 D11 - Panther 19,529.97 19,529.97 67.52 1% GSP or $0.50 PT 0.68 13,186.64 00 ?5 $17 - Cumberland 15,571.68 15,571.68 43.38 1% GSP or $0.50 PT 0.50 7,785.84 529 - Cave Branch 27,627.92 27,627.92 56.00 1% GSP or $0.50 PT 0.56 15,471.64 80,585.05 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement October 2017 cu C) as n. Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 28,478.91 28,478.91 66.31 1% GSP or $0.50 PT 0.66 18,884.37 D8 - Cloverlick 28,114.30 28,114.30 68.18 1% GSP or $0.50 PT 0.68 19,168.33 D9 - North Fork #$0.50 PT 0.50 - D10 Dorchester 17,870.35 17,870.35 64.83 1% GSP or $0.50 PT 0.65 11,585.35 D11 - Panther 19,636.34 19,636.34 66.86 1% GSP or $0.50 PT 0.67 13,128.86 00 ?5 S17 Cumberland 9,294.09 9,294.09 46.62 1% GSP or $0.50 PT 0.50 4,647.05 S29 - Cave Branch 33,466.25 33,466.25 55.89 1% GSP or $0.50 PT 0.56 18,704.29 86,118.23 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Page 42 of43 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment Royalty Statement September 2017 Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 31,783.34 31,783.34 67.57 1% GSP or $0.50 PT 0.68 21,476.00 D8 - Cloverlick 33,021.29 33,021.29 68.83 1% GSP or $0.50 PT 5 0.69 22,728.55 09 - North Fork #$0.50 PT 5 0.50 - D10 - Dorchester 26,935.68 26,935.68 66.09 1% GSP or $0.50 PT 5 0.66 17,801.79 D11 - Panther 17,838.02 17,838.02 68.12 1% GSP or $0.50 PT 5 0.68 12,151.26 $17 - Cumberland 17,421.66 17,421.66 34.27 1% GSP or $0.50 PT 5 0.50 8,710.83. S29 - Cave Branch 16,687.34 16,687.34 48.70 1% GSP or $0.50 PT 0.50 8,343.67 91,212.11 Royalty Statement August 2017 cu C) as n. Tonnage Royalty: Mine Produced Sold GSP Rate Net Payment D7 - Osaka 29,084.23 29,084.23 80.07 1% GSP or $0.50 PT 5 0.80 23,287.74 D8 - Cloverlick 36,172.17 36,172.17 81.33 1% GSP or $0.50 PT 0.81 29,418.83 09 - North Fork #6 - - 1% GSP or $0.50 PT 5 0.50 - D10 - Dorchester 13,501.75 13,501.75 78.59 1% GSP or $0.50 PT 5 0.79 10,611.03 D11 - Panther 18,902.76 18,902.76 80.62 1% GSP or $0.50 PT 5 0.81 15,239.41 00 517 - Cumberland 3,316.60 3,316.60 32.46 1% GSP or. $0.50 PT 5 0.50 1,658.30 529 - Cave Branch 13,254.70 13,254.70 44.78 1% GSP or $0.50 PT 0.50 6,627.35 86,842.65 Case 3:19-bk-30289 Claim 125-1 Part 2 Filed 08/07/19 Desc Attachment