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Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the ?Agreement?) is made and entered into as of the 28^th day of February, 2007 (the ?Effective Date?), by and among National Coal Corp., a Florida corporation (the ?Company?), and the parties set forth on the signature page and Exhibit A hereto (each, a ?Purchaser? and collectively, the ?Purchasers?).

A. The Purchasers have purchased shares of the Company?s Common Stock entitling the holders thereof to purchase shares of Common Stock, pursuant to Subscription Agreements (each, a ?Subscription Agreement? and collectively, the ?Subscription Agreements?) by and between the Company and each Purchaser.

B. The Company and the Purchasers desire to set forth the registration rights to be granted by the Company to the Purchasers.

Now, Therefore, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein and in the Subscription Agreements, the parties mutually agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

?Approved Market? means the NASDAQ Global Market, the NASDAQ Capital Market, the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the NASD?s OTC Bulletin Board.

?Blackout Period? means, with respect to a registration, a period:

(a) in each case commencing on the day immediately after the Company notifies the Holders that they are required, pursuant to Section 4(f), to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its Board of Directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company?s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, would be seriously detrimental to the Company and its shareholders and ending on the earlier of (1) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to resume; provided, however, that (i) the Company shall limit its use of Blackout Periods described in the clause (a), in the aggregate, to 30 Trading Days in any 12-month period and (ii) no Blackout Period pursuant to this clause (a) may commence sooner than 60 days after the end of a prior such Blackout Period; or

(b) commencing on the day immediately after the Company notifies the Holders that they are required pursuant to Section 5 to suspend offers and sales of Registrable Securities because, with respect to a registration statement on a form other than Form S-3, the Company reasonably determines that, based on the advice of counsel, a post-effective amendment to the registration statement must be filed with the Commission in order to update the audited financial statements in the registration statement, or the Company elects, in its discretion, to file a post-effective amendment to such registration statement for the purpose of converting it to a Form S-3 after such form becomes available for use by the Company, and, in either case, such post-effective amendment is reviewed by the Commission, and ending at such time as the post-effective amendment is declared effective by the Commission; provided, however, that (i) the Company shall use its reasonable best efforts to promptly cause such post-effective amendment to be declared effective by the Commission and (ii) the Company may suspend effectiveness of a registration statement for a period not to exceed 60 consecutive days, provided that the Company may not suspend its obligation under this clause (b) for more than 90 days in the aggregate during any 12-month period.