Registration Rights Agreement


 Exhibit 4.1 
 REGISTRATION RIGHTS AGREEMENT 
 BY AND AMONG 

NATURAL RESOURCE PARTNERS L.P. 
 AND 
 THE INVESTORS NAMED ON SCHEDULE A HERETO 






 TABLE OF CONTENTS 

 

					
	 ARTICLE I DEFINITIONS
	  	 	1	  
		
	 Section 1.01 Definitions
	  	 	1	  
	 Section 1.02 Registrable Securities
	  	 	2	  
		
	 ARTICLE II REGISTRATION RIGHTS
	  	 	3	  
		
	 Section 2.01 Registration
	  	 	3	  
	 Section 2.02 Delay Rights
	  	 	3	  
	 Section 2.03 Sale Procedures
	  	 	4	  
	 Section 2.04 Cooperation by Holders
	  	 	6	  
	 Section 2.05 Expenses
	  	 	6	  
	 Section 2.06 Indemnification
	  	 	7	  
	 Section 2.07 Rule 144 Reporting
	  	 	9	  
	 Section 2.08 Transfer or Assignment of Registration Rights
	  	 	9	  
		
	 ARTICLE III MISCELLANEOUS
	  	 	10	  
		
	 Section 3.01 Communications
	  	 	10	  
	 Section 3.02 Successor and Assigns
	  	 	10	  
	 Section 3.03 Assignment of Rights
	  	 	10	  
	 Section 3.04 Specific Performance
	  	 	11	  
	 Section 3.05 Counterparts
	  	 	11	  
	 Section 3.06 Headings
	  	 	11	  
	 Section 3.07 Governing Law
	  	 	11	  
	 Section 3.08 Severability of Provisions
	  	 	11	  
	 Section 3.09 Entire Agreement
	  	 	11	  
	 Section 3.10 Amendment
	  	 	11	  
	 Section 3.11 No Presumption
	  	 	11	  
	 Section 3.12 Obligations Limited to Parties to Agreement
	  	 	12	  
	 Section 3.13 Independent Nature of Investor’s Obligations
	  	 	12	  
	 Section 3.14 Interpretation
	  	 	12	  
		
	 Schedule A – Investor List; Notice and Contact Information
	  			


  
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 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2013, by and among
Natural Resource Partners L.P., a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, an “Investor” and collectively, the
“Investors”). 
 WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the
Purchased Units pursuant to the Common Unit Purchase Agreement, dated as of January 23, 2013, by and among the Partnership and the Investors (the “Unit Purchase Agreement”); and 

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the
Investors pursuant to the Unit Purchase Agreement. 
 NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows: 
 ARTICLE I 
 DEFINITIONS 

Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Unit
Purchase Agreement. The terms set forth below are used herein as so defined: 
 “Affiliate” means, with respect
to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 

“Agreement” has the meaning specified therefor in the introductory paragraph of this Agreement. 

“Closing Date” means the date of the closing of the sale of the Purchased Units pursuant to the Unit Purchase Agreement.

 “Commission” means the U.S. Securities and Exchange Commission. 

“Effectiveness Period” has the meaning specified therefor in Section 2.01(a) of this Agreement. 

“General Partner” means NRP (GP) LP, a Delaware limited partnership, whose general partner is GP Natural Resource
Partners LLC, a Delaware limited liability company. 
 “Holder” means the record holder of any Registrable
Securities. 






 “Investor” and “Investors” have the meanings specified
therefor in the introductory paragraph of this Agreement. 
 “Losses” has the meaning specified therefor in
Section 2.06(a) of this Agreement. 
 “Partnership” has the meaning specified therefor in the
introductory paragraph of this Agreement. 
 “Person” means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. 
 “Registrable Securities” means the Common Units acquired by the Investors pursuant to the Unit Purchase Agreement. 

“Registration Expenses” has the meaning specified therefor in Section 2.05(b) of this Agreement. 

“Registration Statement” has the meaning specified therefor in Section 2.01(a) of this Agreement.

 “Selling Expenses” has the meaning specified therefor in Section 2.05(b) of this Agreement.

 “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement.

 “Selling Holder Indemnified Persons” has the meaning specified therefor in Section 2.06(a) of
this Agreement. 
 “Unit Purchase Agreement” has the meaning specified therefor in the recitals of this
Agreement. 
 Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security
(a) when a registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement;
(b) when such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act; (c) when such Registrable Security is held by the Partnership or one of its
subsidiaries; (d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to
Section 2.08 hereof; or (e) when such Registrable Security becomes eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in
effect) under the Securities Act. 

  
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 ARTICLE II 
 REGISTRATION RIGHTS 
 Section 2.01 Registration.
Effectiveness Deadline. No later than 90 days following the Closing Date, the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time
to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities (the “Registration Statement”). The Registration Statement filed pursuant to this Section 2.01(a) shall be on such
appropriate registration form of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 of the Securities Act or such other rule as is then applicable
at the then prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 180 days following the Closing Date. Any Registration Statement shall provide
for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable
efforts to cause the Registration Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the
Holders until the date when all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents
incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as
practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Registration
Statement. 
 Section 2.02 Delay Rights. Notwithstanding anything to the contrary contained herein, the Partnership
may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is
a part of the Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this
Agreement but may settle any previously made sales of Registrable Securities) if (a) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that
the Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or other registration statement or (b) the Partnership
has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially adversely affect the Partnership; provided, however, in no event shall the
Selling Holders be suspended from selling Registrable Securities pursuant to the 

  
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Registration Statement or other registration statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days
covered by any lock-up agreement executed by a Selling Holder in connection with any underwritten offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the
Selling Holders whose Registrable Securities are included in the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of
Registrable Securities as contemplated in this Agreement. 
 Section 2.03 Sale Procedures. In connection with its
obligations under this Article II, the Partnership will, as expeditiously as possible: 
 (a) prepare and file with
the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement; 
 (b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing the Registration Statement or any other registration statement contemplated by this Agreement or any
supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and
regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested
by such Selling Holder with respect to such information prior to filing the Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of the Registration Statement or such
other registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities
covered by such Registration Statement or other registration statement; 
 (c) if applicable, use its commercially reasonable
efforts to register or qualify the Registrable Securities covered by the Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders
shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject
it to general service of process in any such jurisdiction where it is not then so subject; 
 (d) promptly notify each Selling
Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of the Registration Statement or any other registration statement contemplated by this Agreement or
any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement or any post-effective amendment thereto, when
the same has become effective; and 

  
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(ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements
to the Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto; 
 (e)
immediately notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement
contained in the Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or express threat of issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any
notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees to as
promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension,
threat thereof or proceedings related thereto; 
 (f) upon request and subject to appropriate confidentiality obligations,
furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign
securities exchange) relating to such offering of Registrable Securities; 
 (g) otherwise use its commercially reasonable
efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; 
 (h) cause all such Registrable Securities
registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed; 

(i) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of such Registrable Securities; 

(j) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the
effective date of such registration statement; 

  
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 (k) enter into customary agreements and take such other actions as are reasonably requested
by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; and 
 (l) if requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein
relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the
Registrable Securities to be sold in such offering and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment. 
 The Partnership will not name a Holder as an underwriter as defined in Section 2(a)(11) of the
Securities Act in any Registration Statement without such Holder’s consent. If the staff of the Commission requires the Partnership to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such Holder
does not consent thereto, then such Holder’s Registrable Securities shall not be included on the Registration Statement and the Partnership shall have no further obligations hereunder with respect to Registrable Securities held by such Holder.

 Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event of the kind described in
subsection (e) of this Section 2.03, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by subsection (e) of this Section 2.03 or until it is advised in writing by the Partnership that the use of the prospectus may be resumed and has received copies of any
additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling Holder will deliver to the Partnership (at the Partnership’s expense) all copies in their possession or
control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. 

Section 2.04 Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder
in the Registration Statement who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for the registration statement or prospectus supplement, as
applicable, to comply with the Securities Act. 
 Section 2.05 Expenses. 

(a) Expenses. The Partnership will pay all Registration Expenses as determined in good faith. Each Selling Holder shall pay its
pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.06 hereof, the Partnership shall not be responsible for legal fees
incurred by Holders in connection with the exercise of such Holders’ rights hereunder. 

  
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 (b) Certain Definitions. “Registration Expenses” means all expenses
incident to the Partnership’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on the Registration Statement pursuant to Section 2.01(a) and the disposition of such Registrable
Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of transfer
agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Partnership. “Selling Expenses” means all selling
commissions or similar fees or arrangements allocable to the sale of the Registrable Securities. 
 Section 2.06
Indemnification. 
 (a) By the Partnership. In the event of a registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, employees and agents and each Person, if any, who controls such Selling Holder within the
meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including
reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such
Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the
circumstances under which such statement is made) contained in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final
prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in
the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Loss or actions or proceedings; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by or on behalf of such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or such other
registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of
such securities by such Selling Holder. 
 (b) By Each Selling Holder. Each Selling Holder agrees severally and not
jointly to indemnify and hold harmless the Partnership, the General Partner, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its
directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of


  
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such Selling Holder expressly for inclusion in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement,
free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds
(net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification. 
 (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this
Section 2.06. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume
and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 2.06 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such
action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those
available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to
assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying
party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to indemnification hereunder
without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party. 

(d) Contribution. If the indemnification provided for in this Section 2.06 is held by a court or government agency of
competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the
statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the
dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable 

  
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Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata
allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph
shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation. 
 (e) Other Indemnification. The provisions of this Section 2.06 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to
law, equity, contract or otherwise. 
 Section 2.07 Rule 144 Reporting. With a view to making available the benefits
of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to: 

(a) make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times from and after the date hereof; 
 (b) file with the Commission in a timely manner all reports and
other documents required of the Partnership under the Securities Act and the Exchange Act at all times from and after the date hereof; and 
 (c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise available via EDGAR, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the
Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 

Section 2.08 Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable
Securities granted to the Investors by the Partnership under this Article II may be transferred or assigned by any Investor to one or more transferees or assignees of Registrable Securities; provided, however, that
(a) the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name
and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and (c) each such transferee or assignee assumes in writing responsibility for its
portion of the obligations of such Investor 

  
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under this Agreement. In addition, if, after the effectiveness of the Registration Statement, an Investor distributes its Registrable Securities to its owners or such owners transfer such
Registrable Securities to their respective Affiliates, pledgees, or donees (such persons, “Distributees”), the Investor will identify such Distributees to the Partnership in writing and the Partnership shall supplement or amend the
Registration Statement to reflect such Distributees as “selling unitholders” thereunder so as to permit the sale under the Registration Statement of the Registrable Securities by the then holders thereof, regardless of whether such
Registrable Securities continue to be Registrable Securities when owned by such owners, Affiliates, pledgees or donees, for so long as the person that controls the Investor as of the date hereof continues to own an interest in the General Partner;
provided, that the Partnership shall not be required to pay the Registration Expenses associated with more than one such amendment or supplement in any six (6) month period. 

ARTICLE III 

MISCELLANEOUS 
 Section 3.01 Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal
delivery: 
 (a) if to an Investor: 
 To the respective address listed on Schedule A hereof 
 (b) if to a
transferee of an Investor, to such Holder at the address provided pursuant to Section 2.08 above; and 
 (c)
    if to the Partnership: 
 Natural Resource Partners L.P. 

601 Jefferson, Suite 3600 
 Houston, Texas 77002 
 Attention: Wyatt L. Hogan 

Telephone: 713.751.7507 
 Email: whogan@nrplp.com 
 All such notices and communications shall be deemed to
have been received at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier service or any other means. 

Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein. 
 Section 3.03 Assignment of Rights. All or any portion of the rights and obligations of any Investor under this Agreement may be transferred or assigned by such Investor only in accordance with
Section 2.08 hereof. 

  
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 Section 3.04 Specific Performance. Damages in the event of breach of this
Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other
equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of
jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

 Section 3.05 Counterparts. This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 

Section 3.06 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 
 Section 3.07 Governing Law. THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH,
AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE. 
 Section 3.08 Severability of Provisions. Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or
impairing the validity or enforceability of such provision in any other jurisdiction. 
 Section 3.09 Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Partnership set forth herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject matter. 
 Section 3.10 Amendment.
This Agreement may be amended only by means of a written amendment signed by the Partnership and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and
adversely affect the rights of any Holder hereunder without the consent of such Holder. 
 Section 3.11 No
Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the
request of a particular party or its counsel. 

  
 11 








 Section 3.12 Obligations Limited to Parties to Agreement. Each of the Parties
hereto covenants, agrees and acknowledges that no Person other than the Investors (and their permitted transferees and assignees) and the Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Investors may
be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer,
employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Investors or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate
of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be
imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Investors or any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Investors under this Agreement or any documents or instruments delivered in connection
herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of an Investor hereunder. 

Section 3.13 Independent Nature of Investor’s Obligations. The obligations of each Investor under this Agreement are
several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. Nothing contained herein, and no action taken by any
Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it
shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. 

Section 3.14 Interpretation. Article and Section references to this Agreement, unless otherwise specified. All references to
instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word
“including” shall mean “including but not limited to.” Whenever any determination, consent or approval is to be made or given by an Investor under this Agreement, such action shall be in such Investor’s sole discretion
unless otherwise specified. 
 [Signature pages to follow] 

  
 12 








 IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date
first above written. 
  

			
	NATURAL RESOURCE PARTNERS L.P.
		
	 By:
  

 
 By:
	 	 NRP (GP) LP,
 its General
Partner
  
 GP NATURAL RESOURCE PARTNERS LLC,

its General Partner

		
	By:	 	/s/ Dwight L. Dunlap
	 Name: 

Title:
	 	 Dwight L. Dunlap
 Chief
Financial Officer




  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Corbin J. Robertson, Jr.
		
	By:	 	/s/ Corbin J. Robertson, Jr.



  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Cutlass Collieries LLC
		
	By:	 	/s/ Donald R. Holcomb
	Name: 	 	Donald R. Holcomb
	Title:	 	Authorized Person



  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Shadder Investments
		
	By:	 	 Morian Management LLC,
 its
general partner

		
	By:	 	/s/ S. Reed Morian
	Name: 	 	S. Reed Morian
	Title:	 	Member



  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: H.R. Cullen Estate Trust for Corbin J.                 Robertson,
Jr.
		
	By:	 	/s/ W.E. Robertson
	Name: 	 	W.E. Robertson
	Title:	 	Co-Trustee
		 	
	By:	 	/s/ Carroll R. Ray
	Name: 	 	Carroll R. Ray
	Title:	 	Co-Trustee
		 	
	By:	 	/s/ Lillie T. Robertson
	Name:	 	Lillie T. Robertson
	Title:	 	Co-Trustee



  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Peter Baumann
		
	By:	 	/s/ Peter Baumann
		 	
	Investor: Alison Baumann
		
	By:	 	/s/ Alison Baumann



  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Corbin J. Robertson, III
		
	By:	 	/s/ Corbin J. Robertson, III
		 	



  
 Signature
Page to Registration Rights Agreement 







 
			
	 Investor: William K. Robertson 2009 Family
                 Trust

		
	By:	 	/s/ Cathleen McVeigh
	 Name: Cathleen McVeigh
 Title: Senior Vice President




  
 Signature
Page to Registration Rights Agreement 







 
			
	 Investor: Christine R. Morenz 2009 Family
                 Trust

		
	By:	 	/s/ Cathleen McVeigh
	 Name: Cathleen McVeigh
 Title: Senior Vice President




  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: William K. Robertson
		
	By:	 	/s/ Willam K. Robertson
		 	



  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Christine R. Morenz
		
	By:	 	/s/ Christine R. Morenz
		 	



  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Scott Riverbend Farm, Ltd.
		
	By:	 	/s/ W.W. Scott, Jr.
	 Name: W.W. Scott, Jr.
 Title: Authorized Person




  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Corbin J. Robertson, Jr. 1953 Trust
		
	By:	 	/s/ W.E. Robertson
	 Name: W.E. Robertson

Title: Co-Trustee




  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Wilhelmina E. Robertson
		
	By:	 	/s/ Wilhelmina E. Robertson
		 	



  
 Signature
Page to Registration Rights Agreement 







 
			
	 Investor: Corbin J. Robertson III 2009 Family
                 Trust

		
	By:	 	/s/ Cathleen McVeigh
	 Name: Cathleen McVeigh
 Title: Senior Vice President




  
 Signature
Page to Registration Rights Agreement 







 
			
	 Investor: Colewood Properties, Inc.

		
	By:	 	/s/ Carroll R. Ray
	 Name: Carroll R. Ray

Title: President



  

  
 Signature
Page to Registration Rights Agreement 







 
			
	 Investor: CIII Capital Management, LLC

		
	By:	 	/s/ Corbin J. Robertson, III
	 Name: Corbin J. Robertson, III
 Title: Authorized Person




  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Lillie T. Robertson
		
	By:	 	/s/ Lillie T. Robertson
		 	



  
 Signature
Page to Registration Rights Agreement 







 
			
	Investor: Carroll R. Ray
		
	By:	 	/s/ Carrol R. Ray
		 	



  
 Signature
Page to Registration Rights Agreement 







 Schedule A – Investor Name; Notice and Contact Information 

 

			
	 Purchaser
	  	 Contact Information

		
	 Corbin J. Robertson, Jr.
	  	601 Jefferson, #3600, Houston, Texas 77002
		
	 Cutlass Collieries LLC
	  	3801 PGA Blvd., Suite 903, Palm Beach Gardens, Florida 33410
		
	 Shadder Investments
	  	300 Jackson Hill Street, Houston, Texas 77007
		
	 H.R. Cullen Estate Trust for Corbin J. Robertson, Jr.
	  	601 Jefferson, #3600, Houston, Texas 77002
		
	 Peter and Alison Baumann
	  	601 Jefferson, #4000, Houston, Texas 77002
		
	 Corbin J. Robertson, III
	  	601 Jefferson, #3600, Houston, Texas 77002
		
	 William K. Robertson 2009 Family Trust
	  	1100 N King Street, Wilmington, Delaware 19884
		
	 Christine R. Morenz 2009 Family Trust
	  	1100 N King Street, Wilmington, Delaware 19884
		
	 William K. Robertson
	  	601 Jefferson, #3600, Houston, Texas 77002
		
	 Christine R. Morenz
	  	601 Jefferson, #3600, Houston, Texas 77002
		
	 Scott Riverbend Farm, Ltd.
	  	2606 W Lane Dr., Houston, Texas 77027-4914
		
	 Corbin J. Robertson, Jr. 1953 Trust
	  	601 Jefferson, #3600, Houston, Texas 77002
		
	 Wilhelmina E. Robertson
	  	601 Jefferson, #4000, Houston, Texas 77002
		
	 Corbin J. Robertson III 2009 Family Trust
	  	1100 N King Street, Wilmington, Delaware 19884
		
	 Colewood Properties, Inc.
	  	601 Jefferson, #4000, Houston, Texas 77002
		
	 CIII Capital Management, LLC
	  	601 Jefferson, #3600, Houston, Texas 77002
		
	 Lillie T. Robertson
	  	601 Jefferson, #4000, Houston, Texas 77002
		
	 Carroll R. Ray
	  	601 Jefferson, #4000, Houston, Texas 77002


  

Schedule A to Registration Rights Agreement