X0206 3 2016-12-30 0 0001490630 Rhino Resource Partners LP RHNO 0001699413 Weston Energy LLC 410 PARK AVENUE 19TH FLOOR NEW YORK NY 10022 0 0 1 0 Series A Preferred Units 1300000 D The issuer has the option to convert the outstanding Series A Preferred Units at any time on or after the time at which the amount of aggregate distributions paid in respect of each Series A Preferred Unit exceeds $10.00 per unit. Each Series A Preferred Unit will convert into a number of common units equal to the quotient (the "Series A Conversion Ratio") of (i) the sum of $10.00 and any unpaid distributions in respect of such Series A Preferred Unit divided by (ii) 75% of the volume-weighted average closing price of the common units for the preceding 90 trading days (the "VWAP"); provided however, that the VWAP will be capped at a minimum of $2.00 and a maximum of $10.00. On December 31, 2021, all outstanding Series A Preferred Units will convert into common units at the then applicable Series A Conversion Ratio. /s/ W. Howard Keenan, Jr., Manager 2017-04-25