Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunder.

EXECUTION VERSION. Amount would exceed The undersigned understands that the PostCompany Parties and the Underwriters are relying upon this Lock-Effective LimitUp Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company Parties and the Underwriters. If the Designated Representative grants any discretionary waiver, release or termination of any of the restrictions (each, a “Lock-Up Waiver”) applicable to any party subject to a lock-up agreement, other than the Company (each, a “Lock-Up Party”) then a substantively identical Lock-Up Waiver shall be deemed to apply to the undersigned’s Locked-Up Shares on a pro rata basis based on the portion of the Lock-Up Parties’ Locked-Up Shares that were granted the Lock-Up Waiver; provided that such pro rata waiver, release or termination shall be in the same manner and on the same terms (including with respect to any conditions or provisos that apply to such waiver or termination) from such restriction. Upon the earlier of (i) the Company notifying you in writing that it does not intend to proceed with the Public Offering, (ii) the Dealer Group would directly or indirectly so beneficially own in excess withdrawal of the Threshold Number of Sharesregistration statement filed with the Commission with respect to the Public Offering, (iii) Dealer would directly or indirectly hold in excess the termination of the Exchange LimitUnderwriting Agreement for any reason prior to the Closing Date (as defined in the Underwriting Agreement), or and (iv) such delivery would result the occurrence of an IPO Cut-off Date (as defined in a violation the Implementation Agreement, dated as of September 6, 2018, by and among the Company, MCE Cotai Investments Limited, Melco Resorts & Entertainment Limited and New Cotai, LLC), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Studio City International Holdings Limited (the “Company”) of ordinary shares $ par value, of the Counterparty Stock Ownership RestrictionCompany and the lock-up letter dated , 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to Class A ordinary shares (the “Shares”). If any delivery owed [•] hereby agrees to Dealer hereunder [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is not madeconditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in whole full force and effect. Very truly yours, [•] Acting severally on behalf of themselves and the several Underwriters named in Schedule I attached hereto By: Name: Title: cc: Company Studio City International Holdings Limited [Date] Studio City International Holdings Limited (the “Company”) announced today that Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. International plc, the underwriters in the Company’s public sale of American Depositary Shares representing Class A ordinary shares is [waiving][releasing] a lock-up restriction with respect to ordinary shares of the Company held by [certain officers or in partdirectors] [an officer or director] of the Company. The [waiver][release] will take effect on , 20 , and the shares may be sold on or after such date. The undersigned, [INSERT NAME], [INSERT POSITION] of Studio City International Holdings Limited, a Cayman Islands corporation (the “Company”), does hereby certify pursuant to Section 7(k) of that certain Underwriting Agreement dated October 17, 2018 (the “Underwriting Agreement”) among the Company, MSC Cotai Limited (together with the Company, the “Company Parties”) and Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. International plc, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess representatives of the Threshold Number of Sharesseveral underwriters named therein, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunder.:

EXECUTION VERSION. Amount would exceed other findings that may negatively impact the Post-Effective Limitbusiness, (ii) the Dealer Group would directly reputation or indirectly so beneficially own in excess prospects of the Threshold Number of SharesIndemnified Party or could otherwise adversely affect the Indemnified Party and the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, (iii) Dealer would directly or indirectly hold in excess no settlement shall be effected without the advance written consent of the Exchange Limit, or Indemnified Person (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery which consent shall not be extinguished unreasonably withheld). The Indemnified Person shall be entitled to participate at its own expense and Counterparty by its own counsel in any Proceedings relating to any Third-Party Claim, and the Indemnified Person shall make be entitled to assume the defense of such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) claim with counsel of its own choice at the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess expense of the Threshold Number Indemnifying Person if representation by both parties by the same counsel presents a conflict of Sharesinterest or is otherwise inappropriate under applicable standards of professional conduct. The Indemnifying Person shall, within thirty (iii30) Dealer would not directly or indirectly hold in excess days of receipt of the Exchange LimitIndemnification Notice, notify the Indemnified Person of its intention to assume the defense of any such claim. Until the Indemnified Person has received notice of the Indemnifying Person’s election whether to defend any such claim, the Indemnified Person shall take reasonable steps to defend (but not settle or compromise) such claim. If the Indemnifying Person shall decline to assume the defense of any such claim, or shall fail to notify the Indemnified Person within thirty (iv30) such delivery would not result in a violation days after receipt of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result Indemnification Notice of the immediately preceding paragraphIndemnifying Person’s election to defend such claim, Dealer the Indemnified Person shall defend such claim. The expenses of all proceedings, contests or lawsuits in respect of any such claims (other than those incurred by the Indemnified Person which are referred to in the first clause of the third sentence of this Section 6.10) shall be permitted borne by the Indemnifying Person but only if the Indemnifying Person is responsible pursuant hereto to make any payment due indemnify the Indemnified Person in respect of such Shares to Counterparty in two or more tranches that correspond in amount claim and, if applicable, only to the number extent required by ARTICLE 6. Regardless of Shares delivered by Counterparty to Dealer pursuant to which party shall assume the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” defense of such positionsclaim, the parties agree to cooperate fully with one another in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunderconnection therewith.

EXECUTION VERSION. Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess An additional portion of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess Restricted Stock shall also vest equal to 25% of the Exchange Limittotal shares, or (ivas described in Section 8(d)(v)(A) such delivery would result in a violation of the Counterparty Employment Agreement, with respect to termination of Participant by the Company without “Cause” or termination by Participant for “Good Reason,” in each case as defined under the Employment Agreement; and 100% of the Restricted Stock Ownership Restrictionshall also vest subject to the terms of Sections 3(c)(i) and 3(c)(iii) of the change in control and severance agreement between the Company and the Participant dated June 26, 2017 (the “CIC Severance Agreement”), with respect to termination of Participant during a “Change in Control Period,” as defined in the CIC Severance Agreement. If The Restricted Stock is subject to the terms and conditions in this Award Agreement and the Plan. The Restricted Stock and the shares acquired pursuant to vesting of the Restricted Stock are subject to the Company’s Incentive Compensation Recoupment Policy and the clawback terms provided in Section 26 of the Employment Agreement. Without limiting the generality of the foregoing, any delivery owed shares acquired pursuant to Dealer hereunder is not made, in whole or in part, vesting of the Restricted Stock shall be subject to clawback by the Company as a result of this provision, Counterpartyany act or omission that involves the Executive’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly fraud or indirectly so beneficially own in excess any act or omission of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold Executive that constitutes “Cause,” as defined in excess the Employment Agreement. By Participant’s signature and the signature of the Exchange LimitCompany’s representative below, Participant and the Company agree that the Restricted Stock is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant agrees and certifies that Participant has not been previously employed in any capacity by the Company or a Subsidiary, or (iv) such delivery would not result in if previously employed, has had a violation bona-fide period of non-employment, and that the grant of the Counterparty Restricted Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein is an inducement material to the contrary, if any delivery owed Participant’s agreement to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance enter into employment with the foregoingCompany or Subsidiary. Dealer represents and warrants that, as of Participant further agrees to notify the Trade Date, if Dealer received Company upon any change in the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunderresidence address indicated below.

EXECUTION VERSION. Amount would exceed The undersigned further agrees that, for the PostLock-Effective LimitUp Period, (ii) the Dealer Group would directly or indirectly so beneficially own in excess undersigned will not, without the prior written consent of the Threshold Number of SharesDesignated Representative, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limitmake any demand for, or (iv) exercise any right with respect to, the registration of ADS or any securities convertible into or exercisable or exchangeable for Offered ADS, or warrants or other rights to purchase ADS or any such delivery securities that would result in a violation public filing under the Exchange Act or the Securities Act during the Lock-Up Period. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to the Offered ADS or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to the Offered ADS or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities, in each case, except in compliance with the foregoing restrictions. If the undersigned is an officer or director of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such deliveryCompany, (i) the Share Amount would not exceed Underwriters agree that, at least five business days before the Post-Effective Limiteffective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Offered ADSs, the Designated Representative will notify the Company of the impending release or waiver, and (ii) the Dealer Group would not directly Company agrees in the Underwriting Agreement to announce the impending release or indirectly so beneficially own in excess waiver by press release through a major news service at least two business days before the effective date of the Threshold Number release or waiver. Any release or waiver granted by the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of Shares, such press release. The provisions of this paragraph will not apply if (iiia) Dealer would the release or waiver is effected solely to permit a transfer not directly or indirectly hold for consideration and (b) the transferee has agreed in excess writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereundertransfer.

EXECUTION VERSION. Amount would exceed The Overhead Assumed Contracts, the PostSan Xxxx Assumed Contracts, the Colstrip Assumed Contracts and, if applicable, the Non-Effective LimitCore Mine Assumed Contracts (as defined below) are referred to herein collectively as the “Assumed Contracts”. Purchaser shall have the right to amend the Assumed Contracts Schedules at any time prior to the date that is ten (10) business days prior to the Closing, (ii) except to the Dealer Group would directly or indirectly so beneficially own in excess extent an earlier date for the finalization of the Threshold Number Assumed Contracts Schedules is required by the Bankruptcy Court, in order to remove an Assumed Contract from, or add any contract or other written obligation to, such Assumed Contracts Schedules. Purchaser shall not assume or have any liability with respect to any contract of Sharesa Non-Acquired Entity other than the Assumed Contracts (any such contract, an “Excluded Contract”). For the avoidance of doubt, all collective bargaining agreements (iii“CBAs”) Dealer would directly to which a Non-Acquired Entity is bound or indirectly hold in excess a party shall be Excluded Contracts, other than CBAs of the Exchange Limit, or (iv) such delivery would result San Xxxx Xxxxxxx and the Colstrip Seller in a violation respect of the Counterparty Stock Ownership Restriction. If mine complexes comprising the San Xxxx Business and Colstrip Business (and any delivery owed to Dealer hereunder is not made, Seller in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess respect of the Threshold Number Non-Core Mines (as defined below) included in the Transferred Non-Core Assets, if applicable), each of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) which will be an Assumed Contract subject to certain modifications being made to such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein CBAs prior to Closing pursuant to the contrary1113/1114 Order in form acceptable to Purchaser. Purchaser shall, if on or prior to the Closing or at such later date when disputed Cure Costs are determined by the Bankruptcy Court, pay in full in cash all Cure Costs; provided that in the event a counterparty to an Assumed Contract is successful in any delivery owed challenge in the Chapter 11 Cases to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due Cure Costs in respect of such Shares to Counterparty Assumed Contract, Purchaser may remove such Assumed Contract from the Assumed Contracts Schedules as contemplated above. Excluded Assets The Transferred Assets shall not include the following, among other assets which may be identified by Purchaser in two or more tranches that correspond in amount due diligence and prior to the number execution of Shares delivered Definitive Agreements (as defined below) (which may include, for the avoidance of doubt, any portion of the Business to the extent Purchaser determines following the date of the RSA and prior to the execution of Definitive Agreements not to acquire any of the Canada Business, Colstrip Business or San Xxxx Business): (i) all assets of the Non-Acquired Entities that are not Transferred Assets; (ii) contracts, leases and other obligations of the Non-Acquired Entities that are not Assumed Contracts and (iii) equity securities of, or ownership in, the direct or indirect subsidiaries of the Company (including the Company’s direct and indirect equity interests in WMLP) other than the Acquired Entities (collectively, the “Excluded Assets”). Assumed Liabilities / Excluded Liabilities “Assumed Liabilities” shall include only the following liabilities: (i) reclamation and similar obligations arising under applicable environmental or mining safety laws or requirements of the San Xxxx Xxxxxxx and the Colstrip Seller in respect of the mine complexes comprising the San Xxxx Business and Colstrip Business included in the Core Assets; (ii) all liabilities arising under the Assumed Contracts to the extent arising exclusively after the Closing Date and not on account of a breach occurring prior to the Closing; provided that the cure amounts owing under the Assumed Contracts pursuant to section 365(b) shall be an Assumed Liability (such cure amounts, the “Cure Costs”); and (iii) the Non-Core Liabilities (as defined below), if applicable. The parties acknowledge and agree that Purchaser’s acquisition of the equity of Xxxxxxxxxxxx Canada or WCHI, as the case may be (and as a result, the indirect acquisition of its subsidiaries) will be subject to all existing liabilities of such Acquired Entities (but such liabilities shall not be affirmatively assumed by Counterparty Purchaser from such Acquired Entities). Liens senior to Dealer the liens under the Prepetition Bridge Loan, including for the avoidance of doubt, those granted pursuant to the immediately preceding paragraphDIP Credit Agreement shall be assumed by Purchaser in connection with the Closing and shall continue in force until the obligations thereunder have been satisfied in full in accordance with the terms of the DIP Credit Agreement. Counterparty represents All pre-petition and warrants post-petition liabilities of the Non-Acquired Entities, other than Assumed Liabilities, shall be “Excluded Liabilities”, including without limitation: • All claims or liabilities or other obligations (whether arising before, on or after the Closing Date) with respect to the employees of the Non-Acquired Entities or former employees, or both (or their respective representatives) of the Non-Acquired Entities or any predecessor of any Non-Acquired Entity (including any Employee of Purchaser (as defined below)) based on any action or inaction occurring prior to or on the Closing Date, including payroll, vacation, sick leave, unemployment benefits, retirement benefits, pension benefits, employee stock option, equity compensation, employee stock purchase, or profit sharing plans, health care and other welfare plans or benefits (including COBRA), or any other employee plans or arrangements or benefits or other compensation of any kind to any employee, and obligations of any kind including any liability pursuant to the WARN Act; • Any liability (whether arising before, on, or after the Closing Date) with respect to any employee of the Non-Acquired Entities or former employee of the Non-Acquired Entities who does not become an Employee of Purchaser, and any liability arising before the Closing with respect to any Employees of Purchaser. All employees of the Company and its subsidiaries relating to the San Xxxx Business, the Colstrip Business, the Overhead Function and the Non-Core Mines included in the Transferred Non-Core Assets, if applicable, who are hired by Purchaser as contemplated below shall be referred to herein as “Employees of Purchaser”; • Except to the extent the basis for which first arises following the Plan Effective Date on account of employment activities of Employees of Purchaser at the mine complexes included in the Transferred Assets following the Plan Effective Date, all liabilities and workers’ compensation liabilities arising under the Black Lung Benefits Act (“Black Lung Act”) or the Federal Coal Mine Health and Safety Act of 1969 (“Coal Act”), including with respect to Employees of Purchaser and current and former employees of the Non-Acquired Entities who worked or who were employed at the mining complexes comprising the Transferred Assets, including, but not limited to, any such Black Lung Act and agrees with Dealer that, ownership positions Coal Act liabilities and workers’ compensation liabilities of Counterparty’s common stock held by Dealer the Non-Acquired Entities or any of its affiliates solely their respective predecessors; • All pre-petition trade payables that are not Cure Costs; • All liabilities and obligations in its capacity respect of the retained businesses of the Non-Acquired Entities, including, without limitation, the mine complexes of the Non-Acquired Entities other than the mine complexes comprising the Transferred Assets; • Any liability or other obligations arising under, relating to or with respect to any employee benefit plan, policy, program, agreement or arrangement at any time maintained, sponsored or contributed to by the Non-Acquired Entities or any trade or business that together with the Non-Acquired Entities is treated as a nominee single employer under Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”) or fiduciary for purposes of the Employee Retirement Income Security Act of 1974 (where Dealer “ERISA Affiliate”), or with respect to which a Non-Acquired Entity or any ERISA Affiliate has any liability, including with respect to any post-retirement welfare benefits, single-employer pension plan, or underfunded pension liability of any employee benefit plan, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or Department of Labor or otherwise, including without limitation any liability or other obligations under any employment, collective bargaining agreement or arrangement, severance, retention or termination agreement or arrangement with any employee, consultant or contractor (or its representatives) of the Non-Acquired Entities; • Any liability or other obligations arising under, relating to or with respect to any multi-employer pension plan (including any withdrawal liability) that the Non-Acquired Entities contribute to or have or had any obligation to contribute to; • Any liability or other obligations arising under, relating to or with respect to any multi-employer plan or multi-employer pension plan of the Non-Acquired Entities and their ERISA Affiliates, including, but not limited to withdrawal liability; • Any monetary fines or penalties arising from or relating to acts or omissions occurring prior to the Plan Effective Date under environmental laws; and • All other liabilities and obligations (whether arising before, on or after the Closing Date) of a Non-Acquired Entity of any kind or nature. Non-Core Assets Purchaser acknowledges that the Company will market separately all or substantially all of the assets of the Non-Acquired Entities (other than the Core Assets) used in the business and operations of each of the Company’s mine complexes identified on Schedule A hereto (each such affiliates have no economic interest in such positions) do not constitute mine, a “ownership” by DealerNon-Core Mine”, and Dealer all such assets of a Non-Core Mine, including all contracts, supply agreements, joint venture agreements, operating and joint operating agreements, leases, and other written obligations of the applicable Non-Acquired Entity relating to such Non-Core Mine, as identified in the applicable proposed purchase agreement in respect of such Non-Core Mine, the “Non-Core Mine Assumed Contracts”, and collectively, the “Non-Core Mine Assets”), for sale to third parties pursuant to the Non-Core Asset Sale Process Motion. The parties further acknowledge that upon the conclusion of the sale process for each Non-Core Mine pursuant to the Non-Core Asset Sale Process Motion, to the extent a third party has not agreed to acquire a Non-Core Mine under Section 363 of the Bankruptcy Code, the Sellers shall not transfer such Non-Core Mine and the Non-Core Mine Assets related thereto under the Purchase and Sale Agreement at the Closing to either Purchaser or an affiliate thereof designated by Purchaser (such Non-Core Assets, the “Transferred Non-Core Assets”, and, together with the Core Assets, collectively, the “Transferred Assets”). All liabilities of the Sellers in respect of such Non-Core Mine and Transferred Non-Core Assets shall continue to be deemed Excluded Liabilities except that Purchaser or treated as such affiliate thereof shall assume (i) reclamation and similar obligations arising under applicable environmental or mining safety laws or requirements of the beneficial applicable Seller in respect of the mine complexes included in the Transferred Non-Core Assets and (ii) all liabilities arising under the applicable Non-Core Mine Assumed Contracts included in the Transferred Non-Core Assets to the extent arising exclusively after the Closing Date and not on account of a breach occurring prior to the Closing (collectively, the “Non-Core Liabilities”). The Company will have the right to disqualify any bid submitted for the Core Assets that does not also agree to purchase the Non-Core Mine Assets and assume the Non-Core Liabilities, including reclamation and similar obligations arising under applicable environmental or constructive “owner” mining safety laws or requirements related to the Non-Core Mines, unless there is an agreement with such bidder or the Required Consenting Stakeholders regarding the funding of such positionsliabilities. Funded Liabilities Notwithstanding anything to the contrary contained herein, (a) any claims related to the Transferred Assets asserted as of the applicable bar date for such claim and (b) any administrative expense tax liability under the Bankruptcy Code the amount of which is estimated (but subject to later finalization) as of the Plan Effective Date but may be asserted after the Plan Effective Date, in each case, for purposes of Article VIII where the assumption or payment of the LLC Operating Agreement, except for purposes allowed amount of each such claim is required under Section 8.1(d1129(a)(9) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade DateBankruptcy Code in order to receive entry of the Confirmation Order (collectively, if Dealer received the maximum number “Funded Liabilities”) shall, at the option of Shares hereunder assuming both Purchaser, either (i) Physical Settlement applies be assumed by Purchaser or an affiliate thereof as designated by Purchaser and become Assumed Liabilities or (ii) continue to be treated as Excluded Liabilities except that the WCC Cash Threshold shall be adjusted such that additional cash is retained by the Company at Closing to satisfy the amount of the Funded Liabilities; provided that in no restrictions on event shall the delivery amount of Shares hereunder were applicablethe Funded Liabilities be in excess of an amount to be mutually agreed by the parties prior to the Confirmation Hearing. For the avoidance of doubt, then and notwithstanding anything to the Counterparty Stock Ownership Restriction would not apply so as contrary contained herein, Purchaser and its affiliates shall have no obligation to limit assume or otherwise pay for unsecured claims, obligations or liabilities of the number of Shares that Dealer could receive hereunderNon-Acquired Entities, including liabilities arising under retiree medical benefit plans, the Black Lung Act or the Coal Act.

EXECUTION VERSION. Amount would exceed The Guarantees will guarantee the Post-Effective Limit, (ii) payment of and the Dealer Group would directly or indirectly so beneficially own in excess Security will secure the payment and performance of the Threshold Number of SharesObligations. Having regard to the size, (iii) Dealer would directly or indirectly hold in excess nature and complexity of the Exchange Limit, or (iv) such delivery would result in a violation assets of the Counterparty Stock Ownership RestrictionGuarantors, the Security will afford the Borrower and the Guarantors a redemption period of 75 days following occurrence of an Event of Default and notice by the Lender to the Borrower of the Lender's intention to exercise its enforcement rights thereunder (the "Forbearance Period"), during which Forbearance Period the Lender will not sell, assign or transfer to any person any interest in the collateral that is subject to the Security (the "Collateral") or foreclose on the Collateral. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result In consideration of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such deliverythe forbearance by the Lender on its remedies during the Forbearance Period, (i) the Share Amount would not exceed Borrower shall pay to the Post-Effective LimitLender a forbearance fee equal to 1% of the principal amount of the Loan outstanding on the applicable payment date therefor (the "Forbearance Fee") for every 25 days in which the Lender forbears on the exercise of its remedies, up to a maximum of 3% of the outstanding principal amount of the Loan, in each case determined on the applicable payment date, and (ii) the Dealer Group would Borrower agrees that it will not, and it will not directly authorize, suffer or indirectly so beneficially own permit any Guarantor to, sell, assign or transfer any material asset of such Guarantor otherwise than in excess the ordinary course of business of such Guarantor during the Forbearance Period without the prior written consent of the Threshold Number Lender unless (i) the net proceeds of Sharessuch sale are used solely to repay the Obligations then due, and (iiiii) Dealer would such net proceeds are not directly or indirectly hold in excess less than the fair market value of the Exchange Limitassets to sold, assigned or (iv) such delivery would not result in a violation transferred. The Forbearance Fee shall be deemed to be fully earned and payable on the 25th, 50th and 75th days commencing from the date on which the Lender is legally able to enforce the remedies for which it is granting its forbearance, being the first day of the Counterparty Stock Ownership Restriction, as applicableForbearance Period. In additionFor greater certainty, notwithstanding anything herein the foregoing agreement to forbear from enforcing its right to foreclose on or cause a sale of the contraryCollateral, if any delivery owed the Lender will be entitled to Dealer hereunder is not madeaccelerate the Obligations, in whole or in partdemand payment under the Guarantees, declare all the Obligations and all amounts under the Guarantees to be due and payable and to file a claim as a result of the immediately preceding paragraph, Dealer shall be permitted to make secured creditor in any payment due proceeding commenced in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer Borrower or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereundersubsidiaries under any applicable Insolvency Legislation.

EXECUTION VERSION. Amount would exceed Sale This Term Sheet describes a proposed sale by Sellers of all of their right, title, and interest in, to, and under the Post-Effective LimitTransferred Assets (as defined below) to Purchaser, free and clear of any and all pledges, options, charges, liabilities, liens, claims, encumbrances, or interests except the Assumed Liabilities (as defined below), and the assumption by Purchaser of the Assumed Liabilities, pursuant to Sections 105, 363 and 1123 of the Bankruptcy Code, which sale may be structured, in the determination of the First Lien Lenders as either (i) a sale of the Transferred Assets by the Sellers to Purchaser or (ii) the Dealer Group would directly or indirectly so beneficially own in excess a contribution of the Threshold Number Transferred Assets by the Sellers to Purchaser, followed by the distribution of Sharesthe equity interests in Purchaser from the Company or another direct or indirect subsidiary of the Company to the First Lien Lenders in satisfaction of their respective First Lien Claims as of the Closing (collectively, the “Sale”). Sellers and Purchaser shall consummate the Sale (the “Closing”) pursuant to the Plan promptly after the conditions set forth in the Purchase and Sale Agreement have been satisfied or waived pursuant to the Purchase and Sale Agreement, it being understood that such date of Closing (the “Closing Date”) shall occur on the Plan Effective Date. Purchase Price The aggregate consideration for the Core Assets shall consist of the following (collectively, the “Purchase Price”): (i) pursuant to Sections 1123 and 1124 of the Bankruptcy Code, a credit bid of certain debt owed by the Company to the First Lien Lenders in an amount to be determined by the First Lien Lenders and reflected in the Purchase and Sale Agreement in respect of their respective Prepetition First Lien Claims; (ii) assumption of the Assumed Liabilities (including all Cure Costs related to Assumed Contracts) (each of the foregoing, as defined below); and (iii) Dealer would directly or indirectly hold the payment of an amount in excess of the Exchange Limit, or cash as may be necessary to satisfy Funded Liabilities (ivas defined below) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein at Closing to the contraryextent the Non-Acquired Entities (as defined below) other than WMLP (as defined below) do not have sufficient cash on hand after giving effect to the adjustment to the WCC Cash Threshold (as defined below) contemplated below in respect of Funded Liabilities. For the avoidance of doubt, if any delivery owed to Dealer hereunder is not madethe extent Transferred Non-Core Assets are included in the Sale as set forth below, in whole or in part, as a result of the immediately preceding paragraph, Dealer there shall be permitted no increase to make any payment due the Purchase Price in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunderTransferred Non-Core Assets.

EXECUTION VERSION. Amount would exceed If Counterparty delivers the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed Restricted Shares pursuant to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the Share Amount date of its election, it has taken, or caused to be taken, any action that would not exceed make unavailable either the Post-Effective Limit, (iiexemption pursuant to Section 4(a)(2) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of Securities Act for the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the immediately preceding paragraph. Counterparty represents and warrants toSecurities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and agrees if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with Dealer thatrespect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, ownership positions of Counterparty’s common stock held by covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of its affiliates solely the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its capacity as good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a nominee or fiduciary (where commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and such affiliates have no economic interest may only be saleable by Dealer at a discount to reflect the lack of liquidity in such positions) do not constitute “ownership” by DealerRestricted Shares. Notwithstanding the Agreement or this Confirmation, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” date of delivery of such positions, in each case, for purposes Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that Dealer could receive hereunderwould otherwise be applicable.