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Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

NIELSON & ASSOCIATES, INC.

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REGISTRATION RIGHTS AGREEMENT

TABLE OF CONTENTS

Article 1
Defined Terms

Article 2
Registration Rights
2.1	Piggyback Registration.	5
2.2	Demand Registration.	7
2.3	Underwritten Offerings.	10
2.4	Postponements.	10

Article 3
Registration Procedures
3.1	Obligations of the MLP.	11
3.2	Seller Information.	16
3.3	Notice to Discontinue.	16

Article 4
Registration Expenses

Article 5
Free Writing Prospectus

Article 6
Indemnification
6.1	Indemnification by the MLP.	18
6.2	Indemnification by Holders.	18
6.3	Conduct of Indemnification Proceedings.	19
6.4	Contribution.	20
6.5	Other Indemnification.	21
6.6	Indemnification Payments.	21
6.7	Survivability. The obligations of the Company and Holders under this Article 6 shall survive the completion of any offering of Registrable Securities and the termination of this Agreement for any reason.	21
6.8	Conflicting Provisions.	21

Article 7
Compliance with Rule 144

Article 8
Miscellaneous
8.1	Notices.	22
8.2	Assignment of Rights.	22
8.3	Limitation of Rights.	23
8.4	Recapitalization, Exchanges, etc. Affecting the Units.	23
8.5	Specific Performance.	23

8.6	Counterparts.	23
8.7	Headings.	23
8.8	Governing Law.	24
8.9	Severability of Provisions.	24
8.10	Entire Agreement.	24
8.11	Amendment.	24
8.12	No Presumption.	24

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into on the 16^th day of April, 2007 (the Effective Date), by and among Nielson & Associates, Inc., a Wyoming corporation (Nielson), Legacy Reserves LP, a Delaware limited partnership (the MLP), and Legacy Reserves GP, LLC, a Delaware limited liability company (the General Partner), for itself and on behalf of the MLP in its capacity as general partner. The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Terms that are capitalized but not defined shall have the meanings assigned to such terms in Article 1 hereof.

WHEREAS, on March 15, 2006, the MLP completed a private placement (the Private Placement) of units representing limited partner interests in the MLP (Units) to the purchasers (the Investors) identified in the purchase/placement agreement dated March 6, 2006 between the MLP and Friedman, Billings, Ramsey & Co., Inc. (FBR) (the Placement Agreement); and

WHEREAS, pursuant to the Placement Agreement and as an inducement to the Investors to purchase the Units in the Private Placement, the MLP and the General Partner entered into a Registration Rights Agreement with the Investors (the Investors Registration Rights Agreement) providing registration rights to the Investors as more particularly provided therein; and

WHEREAS, the MLP and the General Partner entered into a registration rights agreement dated March 15, 2006 ( the Founders Registration Rights Agreement) with the other parties thereto (the Founders) providing registration rights to the Founders as more particularly provided therein; and

WHEREAS, pursuant to the Investors Registration Rights Agreement on May 12, 2006 the MLP filed with the Commission two registration statements on Form S-1, one each for the Investors and FBR (the FBR Registration Statement); and

WHEREAS, the MLP and the General Partner entered into a registration rights agreement dated June 29, 2006 (the Henry Registration Rights Agreement) with Henry Holding LP (Henry) providing registration rights to Henry as more particularly provided therein; and

WHEREAS, Legacy Reserves Operating LP, a Delaware limited partnership and subsidiary of the MLP (Operating) and Nielson have entered into a purchase and sale agreement (the Purchase Agreement) dated March 20, 2007; and

WHEREAS, the Purchase Agreement contemplates that Units will be issued to Nielson (Purchase Price Units) as partial consideration for the

Purchase Price (as such term is defined in the Purchase Agreement) and that the parties hereto will execute this Agreement to more fully set forth the registration rights of Nielson.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

When used in this Agreement, the following terms shall have the respective meanings set forth below:

Affiliate has the meaning specified in Rule 12b-2 under the Exchange Act. The term Affiliates has a correlative meaning.

Agent is defined in Section 6.1.

Agreement is defined in the introductory paragraph of this Agreement.

Blackout Notice is defined in Section 2.4.

Blackout Period is defined in Section 2.4.

Board means the board of directors of the General Partner.

Business Day means with respect to any act to be performed hereunder, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or other applicable places where such act is to occur are authorized or obligated by applicable law, regulation or executive order to close.