Exhibit 10.14


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT dated as of                         ,
2008 (this “Agreement”), is entered into by and between Rhino Resources, Inc.,
a Delaware corporation (the “Company”), and the Persons listed on Schedule
I attached hereto
(the “Holders”). The Company and the Holders are sometimes hereinafter referred
to each as a “Party” and collectively as the “Parties.”


 


WITNESSETH:


 


WHEREAS, the Company and the Holders are parties to
certain Contribution and Conveyance Agreement of even date herewith, pursuant
to which the Company has agreed to issue to the Holders shares of the Company’s
Common Stock in connection with the IPO (the “Contribution Agreement”).


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


“Affiliate” shall mean with respect to any individual,
corporation, partnership, association, trust, or any other entity (in each
case, a “Person”), any Person
which, directly or indirectly, controls, is controlled by or is under common
control with such Person, including, without limitation, any general partner,
officer or director of such Person and any venture capital fund now or
hereafter existing which is controlled by or under common control with one or
more general partners or shares the same management company with such Person.


 


“Common Stock” shall mean
shares of the Company’s common stock, par value $0.01 per share.


 


“Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


 


“Form S-3” means such form under the Securities
Act as in effect on the date hereof or any registration form under the
Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.


 


“Initiating Holders” means,
collectively, any Holders who properly initiate a registration request under
this Agreement.


 


“IPO” means the Company’s
first underwritten public offering of its Common Stock under the Securities
Act.


 

















 


“Qualified Public Offering” means the first closing of an
underwritten public offering of Common Stock, after the IPO, registered under
the Securities Act.


 


“register,” “registered,” and “registration” refer to
a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document.


 


“Registrable Securities” means any of the Company’s
Common Stock issued to the Holders pursuant to the Contribution Agreement and
any securities issuable with respect to any such Common Stock by way of
distribution or in connection with any reorganization, recapitalization,
merger, consolidation or otherwise.  As
to any particular Registrable Securities, once issued such securities shall
cease to be Registrable Securities when (a) a registration statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities have been disposed of in accordance with
such registration statement, (b) they have been distributed to the public
pursuant to Rule 144 or Rule 144A (or any successor provision) under
the Securities Act, (c) with respect to any Holder, such Holder is not an
Affiliate of the Company, and such shares may be sold freely by such Holder
without restriction under Rule 144 (or any successor provision), or (d) they
have ceased to be outstanding.


 


“Requisite Holders” means Holders of 5% of the
Registrable Securities, individually or collectively.


 


“Rule 144” means Rule 144 promulgated by the
SEC under the Securities Act.


 


“Rule 144A” means Rule 144A promulgated by
the SEC under the Securities Act


 


“Rule 145” means Rule 145 promulgated by the
SEC under the Securities Act.


 


 “SEC” means the
Securities and Exchange Commission.


 


“Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.


 


“Violation” means losses, claims, damages, or
liabilities (joint or several) to which a party hereto may become subject under
the Securities Act, the Exchange Act or other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations:  (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by any other party hereto, of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law.


 


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ARTICLE II


 


REGISTRATION RIGHTS


 


Section 2.1             Request for Registration.


 


(a)           If the Company receives at any time after the earlier
of (i) a Qualified Public Offering or (ii) six (6) months after
the closing date of the Contribution Agreement, a written request from Requisite
Holders that the Company file a registration statement under the Securities Act
covering the registration of Registrable Securities, then the Company shall:


 


(i)            within ten (10) days
of the receipt thereof, give written notice of such request to all other
Holders;


 


(ii)           as soon as
reasonably practicable, file a registration statement under the Securities Act
covering all Registrable Securities which the Holders request to be registered,
which request shall be given within fifteen (15) days after mailing of the
notice of the Company made in accordance with Section 2.1(a), subject to
the limitations of Section 2.1(b); and


 


(iii)          use its
commercially reasonable efforts to cause such registration statement to be
declared effective by the SEC as soon as practicable after the initial filing
thereof.


 


All requests made pursuant to this Article II shall
specify the amount of Registrable Securities to be registered and the intended
methods of disposition thereof.


 


(b)           If the Initiating Holders
intend to distribute the Registrable Securities covered by their request by
means of an underwriting, they shall so advise the Company as a part of their
request made pursuant to Section 2.1(a) and the Company shall include
such information in the written notice given to all other Holders pursuant to Section 2.1(a).  The underwriters shall be selected by the
Company.  In such event, the right of any
Holder to include such Holder’s Registrable Securities in such registration
shall be conditioned upon such Holder’s participation in such underwriting and
the inclusion of such Holder’s Registrable Securities in the underwriting to
the extent provided herein.  All Holders
proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Section 2.3(d)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting. 
Notwithstanding any other provision of this Section 2.1, if the
underwriter advises the Initiating Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
Initiating Holders shall so advise all other Holders of Registrable Securities that
would otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities that may be included in the underwriting shall be
allocated in the following manner; (i) first, the shares of the Registrable
Securities held by all Holders of the Registrable Securities including the
Initiating Holders, except those shares of the Registrable Securities held by
Rhino Energy Holdings LLC, shall be excluded from underwriting to the extent
required by such limitation in proportion (as nearly as practicable) to the number
of Registrable Securities owned by such Holder and (ii) second, if a limitation
on the number of shares is still required, the shares of the Registrable
Securities held by Rhino Energy Holdings LLC shall be excluded from
underwriting to the extent required by such limitation.  To facilitate the allocation of shares in
accordance with the above provisions, the Company or the underwriters may round
the number of shares allocated to any Holder to the nearest 100 shares.


 


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(c)           The Company shall not be obligated to
effect, or to take any action to effect, any registration:


 


(i)            more than once in any six month period;


 


(ii)           more than three times in total; or


 


(iii)          in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration, unless
the Company is already subject to service in such jurisdiction and except as
may be required under the
Securities Act.


 


(d)           Notwithstanding the
foregoing, if the Company furnishes to the Holders requesting a registration
statement pursuant to this Section 2.1 a certificate signed by the Chief
Executive Officer of the Company stating that in the good faith judgment of the
Board of Directors of the Company it would be materially detrimental to the
Company and its stockholders for such registration statement to be filed and it
is therefore necessary to defer the filing of such registration statement, the
Company shall have the right to defer taking action with respect to such filing
for a period of not more than ninety (90) days after receipt of the request of
the Initiating Holders.


 


Section 2.2             Company Registration. 
If the Company proposes to register (including for this purpose a
registration effected by the Company for stockholders other than the Holders)
any of its stock or other securities under the Securities Act in connection
with the public offering of such securities by the Company solely for cash
(other than a registration statement relating either to the sale of securities
to employees of the Company pursuant to a stock option, stock purchase or
similar plan or a Rule 145 transaction, a registration on any form that
does not include substantially the same information as would be required to be
included in a registration statement covering the sale of the Registrable
Securities, a registration statement on which the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities which
are also being registered, or a shelf registration on Form S-3), the
Company shall, at such time, promptly give each Holder written notice of such
registration.  Upon the written request
of each Holder given within twenty (20) days after mailing of such notice by
the Company in accordance with Section 3.3, the Company shall, subject to
the provisions of Section 2.7, cause to be registered under the Securities
Act all of the Registrable Securities that each such Holder has requested to be
registered.  The Company shall have the
right to terminate or withdraw any registration initiated by it under this Section 2.2
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration.  The expenses of such withdrawn registration
shall be paid by the Company in accordance with Section 2.6 hereof.


 


Section 2.3             Obligations of the Company. 
Whenever required under this Article II to effect the registration
of any Registrable Securities, the Company shall, as soon as reasonably
practicable:


 


(a)           prepare and file with the SEC a
registration statement with respect to such Registrable Securities and use its
commercially reasonable efforts to cause such registration statement to become
effective, and, upon the request of the Holders of a majority of the 


 


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Registrable Securities
registered thereunder, keep such registration statement effective for a period
of up to one hundred twenty (120) days or, if earlier, until the distribution
contemplated in the Registration Statement has been completed;


 


(b)           prepare and file with the SEC amendments
and supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;


 


(c)           furnish to the Holders such numbers
of copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as they
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them;


 


(d)           in the event of any underwritten
public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter of such
offering.  Each Holder participating in
such underwriting shall also enter into and perform its obligations under such
an agreement;


 


(e)           cause all such Registrable Securities
registered pursuant to this Agreement hereunder to be listed on a national
securities exchange and each securities exchange on which similar securities
issued by the Company are then listed;


 


(f)            provide a transfer agent and
registrar for all Registrable Securities registered pursuant hereunder and a
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration statement;


 


(g)           use its reasonable commercial efforts
to furnish, at the request of any Holder requesting registration of Registrable
Securities pursuant to this Article II, on the date on which such
Registrable Securities are sold to the underwriter, (i) an opinion, dated
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and (ii) a
“comfort” letter dated such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering, addressed to the underwriters, if any.


 


Section 2.4             Furnish Information. 
It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Article II with respect to the
Registrable Securities of any selling Holder that such Holder shall furnish to
the Company such information regarding itself, the Registrable Securities held
by it, and the intended method of disposition of such securities as shall be
reasonably required to effect the registration of such Holder’s Registrable
Securities.


 


Section 2.5             Expenses of Demand Registration.  All expenses, other than underwriting
discounts and commissions for such Holders incurred in connection with
registrations, filings or qualifications pursuant to Section 2.1,
including, without limitation all 


 


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registration, filing and qualification fees, printers’ and accounting
fees, fees and disbursements of counsel for the Company and such Holders shall
be paid by the Company.


 


Section 2.6             Expenses of Company Registration.  The Company shall pay all expenses incurred
in connection with any registration, filing or qualification of Registrable
Securities with respect to the registrations pursuant to Section 2.2 for
each Holder (which right may be assigned as provided in Section 2.10
hereof), including, without limitation, all registration, filing, and
qualification fees, printers and accounting fees and disbursements of counsel relating
or apportionable thereto, but excluding underwriting discounts and commissions
relating to Registrable Securities.


 


Section 2.7             Underwriting Requirements. 
In connection with any offering involving an underwriting of shares of
the Company’s capital stock pursuant to Section 2.2, the Company shall not
be required to include any of the Holders’ securities in such underwriting
unless they accept the terms of the underwriting as agreed upon between the
Company and its underwriters, and then only in such quantity as the
underwriters determine in their sole discretion will not jeopardize the success
of the offering by the Company.  If the
total number of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the amount of securities
to be sold other than by the Company that the underwriters determine in their
reasonable discretion is compatible with the success of the offering, then the
Company shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters and the
Company determine in their sole discretion will not jeopardize the success of
the offering.  In the event that the
underwriters determine that less than all of the Registrable Securities
requested to be registered can be included in such offering, then the
Registrable Securities that are included in such offering shall be allocated in
the following manner: (i) first, the shares of the Registrable Securities held
by all selling stockholders participating in such offering, except those shares
of the Registrable Securities held by Rhino Energy Holdings LLC, shall be excluded
from underwriting to the extent required by such limitation in proportion (as
nearly as practicable) to the number of Registrable Securities owned by such
Holders and (ii) second, if a limitation on the number of shares is still
required, the shares of the Registrable Securities held by Rhino Energy
Holdings LLC shall be excluded from underwriting to the extent required by such
limitation.


 


Section 2.8             Delay of Registration/Effectiveness.


 


(a)           No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any registration pursuant to this
Agreement as the result of any controversy that might arise with respect to the
interpretation or implementation of this Article II.


 


(b)           The Company shall notify the Holders requesting
registration pursuant to this Agreement, at any time when a prospectus relating
to the requisite registration statement is required to be delivered under the
Securities Act (within the period that the Company is required to keep such
registration statement effective), of the happening of any event as a result of
which the prospectus included in the requisite registration statement (as then
in effect) contains an untrue statement of a material fact or omits to state
any material fact required to be stated in the prospectus or that is necessary
to make the statements in the prospectus, in light of the circumstances in
which they were made, not misleading. 
The Company shall prepare (and, as soon as reasonably practicable, file)
a supplement or amendment to that prospectus so that, as thereafter delivered
to the purchasers of those securities covered by such registration statement,
that prospectus does not contain an untrue statement of a material fact or omit
to state any material fact required to be stated in the prospectus or that is
necessary to make the statements in the prospectus, in light of the
circumstances in which they were made, not misleading.  However, 


 


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if the Board of Directors of the Company determines in
its good faith judgment that filing any supplement or amendment to such
registration statement to keep such registration statement available for use by
such Holders for resales of the securities covered by such registration
statement would require the Company to disclose material information that the
Company has a bona fide business purpose for
preserving as confidential, then, upon the Company’s notice to each Holder (the
“Suspension Notice”), the Company’s obligation to supplement or amend such
registration statement shall be suspended. 
Such suspension shall remain in effect until the Company notifies such
Holders in writing that the reasons for suspending those obligations no longer
exist and the Company amends or supplements such registration statement as may
be required.  As soon as a Holder
receives a Suspension Notice from the Company under this Section 2.8(b), the
Holder shall immediately discontinue disposing of securities covered by such registration
statement until such Holder receives copies of the supplemented or amended
prospectus referred to in this Section 2.8(b).  At the Company’s request, each Holder shall
deliver to the Company all copies of the prospectus covering such securities
current at the time of that request.


 


Section 2.9             Indemnification.  In
the event any Registrable Securities are included in a registration statement
under this Article II:


 


(a)           To the extent permitted by law, the
Company shall indemnify and hold harmless each Holder, the partners, members,
officers, directors and stockholders of each Holder, legal counsel and
accountants for each Holder, any underwriter (as defined in the Securities Act)
for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the Exchange Act,
against any Violation and the Company shall pay to each such Holder,
underwriter, controlling person or other aforementioned person, any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action as such expenses
are incurred; provided, however, that the
indemnity agreement contained in this Section 2.9(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by any such Holder, underwriter,
controlling person or other aforementioned person.


 


(b)           To the extent permitted by
law, each selling Holder shall severally and not jointly indemnify and hold
harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the
Company within the meaning of the Securities Act, legal counsel and accountants
for the Company, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder, against any losses, claims, damages, or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such 


 


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registration statement; and
each such Holder shall pay any legal
or other expenses reasonably incurred by any person intended to be indemnified
pursuant to this Section 2.9(b), in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in
this Section 2.9(b) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent shall not be
unreasonably withheld; provided, further,
that, in no event shall any indemnity under this Section 2.9(b) exceed
the net proceeds from the offering received by such Holder, except in the case
of fraud or willful misconduct by such Holder.


 


(c)           Promptly after receipt by an
indemnified party under this Section 2.9 of notice of the commencement of
any action (including any governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against any indemnifying party under this Section 2.9,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties which
may be represented without conflict by one counsel) shall have the right to
retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section 2.9,
but the omission so to deliver written notice to the indemnifying party shall
not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 2.9.


 


(d)           In order to provide for just
and equitable contribution to joint liability under the Securities Act in any
case in which either (i) any Holder exercising rights under this
Agreement, or any controlling person of any such Holder, makes a claim for
indemnification pursuant to this Section 2.9 but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 2.9 provides for
indemnification in such case, or (ii) contribution under the Securities
Act may be required on the part of any such selling Holder or any such
controlling person in circumstances for which indemnification is provided under
this Section 2.9, then, and in each such case, the Company and such Holder
shall contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (after contribution from others) in such proportion
as is appropriate to reflect the relative fault of the indemnifying party on
the one hand and of the indemnified party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage,
or expense as well as any other relevant equitable considerations.  The relative fault of the indemnifying party
and of the indemnified party 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 relates to
information supplied by the indemnifying party or by the indemnified party and
the parties’ 


 


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relative intent, knowledge,
access to information, and opportunity to correct or prevent such statement or
omission; provided however, that, in any such
case, (A) no such Holder shall be required to contribute any amount in
excess of the public offering price of all such Registrable Securities offered
and sold by such Holder pursuant to such registration statement, and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person or entity
who was not guilty of such fraudulent misrepresentation; provided,
further, that in no event shall a Holder’s liability pursuant to
this Section 2.9(d), when combined with the amounts paid or payable by
such holder pursuant to Section 2.9(b), exceed the proceeds from the
offering (net of any underwriting discounts or commissions) received by such
Holder, except in the case of willful fraud by such Holder.


 


(e)           Notwithstanding the
foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in such underwriting agreement shall control.


 


(f)            Unless otherwise superseded by an underwriting
agreement entered into in connection with the underwritten public offering, the
obligations of the Company and the Holders under this Section 2.9 shall
survive the completion of any offering of Registrable Securities in a
registration statement under this Article II, and shall survive the
termination of this Agreement.


 


Section 2.10           Assignment of Registration Rights.  The rights to cause the Company to register
Registrable Securities pursuant to this Article II may be assigned (but
only with all related obligations) by a Holder to a transferee or assignee of
such securities that (i) is a subsidiary, Affiliate, parent, partner,
member, limited partner, retired partner, retired member or stockholder of a
Holder or (ii) is a Holder’s family member or trust for the benefit of an
individual Holder, provided, that: (a) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to which such
registration rights are being assigned; (b) such transferee or assignee
agrees in writing to be bound by and subject to the terms and conditions of
this Agreement; and (c) such assignment shall be effective only if
immediately following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the Securities Act.


 


Section 2.11           Termination of Registration Rights.  No Holder shall be entitled to exercise any
right provided for in this Article II after ten years following the
consummation of the IPO.


 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1             Amendments and Waivers. 
This Agreement may be amended and the Company may take any action herein
prohibited or omit to perform any act herein required to be performed by it,
only if the Company shall have obtained the written consent to such 


 


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amendment, action or omission to act, of the Holders.  The Holders at the time or thereafter
outstanding shall be bound by any consent authorized by this Article III,
whether or not such Registrable Securities shall have been marked to indicate
such consent.


 


Section 3.2             Nominees for Beneficial Holders.  In the event that any Registrable Securities
are held by a nominee for the beneficial owner thereof, the beneficial owner
thereof may, at its election, be treated as the holder of such Registrable
Securities for purposes of this Agreement. 
If the beneficial owner of any Registrable Securities so elects, the
Company may require assurances reasonably satisfactory to it of such owner’s
beneficial ownership of such Registrable Securities.


 


Section 3.3             Notices.  All notices,
requests, consents and other communications hereunder shall be in writing,
shall be addressed to the receiving Party’s address set forth below or to such
other address as a Party may designate by notice hereunder, and shall be either
(a) delivered by hand, (b) made by confirmed facsimile transmission, (c) sent
by overnight courier, or (d) sent by certified or registered mail, return
receipt requested, postage prepaid.


 


If to the Company:


 


Rhino Resources, Inc.

3120 Wall Street, Suite 310

Lexington, Kentucky 40513

Attention:  General Counsel

Fax:  (853) 389-6588


 


and if to the Holders, to
the address set forth opposite such Holder’s name on the counterpart signature page to
this Agreement or such other address specified in writing by such Holder upon
its receipt of Registrable Securities.


 


All notices, requests, consents and other
communications hereunder shall be deemed to have been received:  (a) if by hand, at the time of the
delivery thereof to the receiving party at the address of such party set forth
above; (b) if made by facsimile transmission, at the time that receipt
thereof has been acknowledged by electronic confirmation or otherwise; (c) if
sent by overnight courier, on the next business day following the day such mailing
is made; or (d) if sent by certified or registered mail, return receipt
requested, on the date indicated as the receipt date on such returned receipt,
or on the 5th day following the time of such mailing thereof to such
address (or in the case that such 5th day is a Saturday, Sunday or a
legal holiday, on the immediately following business day), if a receipt is not
returned.


 


Section 3.4             Transfers, Successors and Assigns.  The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties.  Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.


 


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Section 3.5             Cost of Enforcement. 
If any Party to this Agreement seeks to enforce its rights under this
Agreement by legal proceedings, the non-prevailing Party shall pay all costs
and expenses incurred by the prevailing Party, including, without limitation,
all reasonable attorneys’ fees.


 


Section 3.6             Severability.  The
invalidity of unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.


 


Section 3.7             Aggregation of Stock. 
All shares of Registrable Securities held or acquired by Affiliates
shall be aggregated together for the purpose of determining the availability of
any rights under this Agreement.


 


Section 3.8             Entire Agreement/Amendment. 
This Agreement constitutes the entire agreement among the Parties with
respect to the subject matter hereof and except as otherwise provided herein, supersedes
all prior agreements or understandings written or oral in respect thereof.  This Agreement may be amended or modified at
any time or from time to time only by a written instrument specifically stating
that such written instrument is intended to amend or modify this Agreement signed
by the Parties hereto.


 


Section 3.9             Governing Law.  This
Agreement and the rights and obligations hereunder shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to the conflict of laws principles thereof.


 


Section 3.10           Headings.  The
paragraph headings contained herein are for convenience and reference only and
shall not be given effect in the interpretation of any term or condition of
this Agreement.


 


Section 3.11           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, and all of which together shall be deemed one and the same
instrument.


 


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remainder of this page is intentionally left blank]


 


11

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  RHINO RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Nicholas R. Glancy 

  
	
   

  	
   

  	
  President and Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDERS:

  
	
   

  	
   

  
	
  Rhino Energy Holdings
  LLC

  	
  RHINO ENEGY HOLDINGS
  LLC

  
	
  c/o Wexford Capital LLC

  	
   

  
	
  411 West Putnam Avenue

  	
   

  
	
  Greenwich, Connecticut
  06830

  	
   

  
	
  Attention:  General Counsel

  	
  By:

  	
   

  
	
  Fax: 

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


SIGNATURE PAGE


REGISTRATION
RIGHTS AGREEMENT


 

















 


Schedule
I


 


Holders


 


Rhino Energy Holdings LLC


 


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