WL Ross Group, L.P. Sample Contracts

TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • May 3rd, 2011 • WL Ross Group, L.P. • Bituminous coal & lignite surface mining • Delaware

This TENDER AND VOTING AGREEMENT, dated as of May 2, 2011 (this “Agreement”), is among Arch Coal, Inc., a Delaware corporation (“Parent”), Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).

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Director and Officer Lock-Up Agreement
Lock-Up Agreement • December 17th, 2010 • WL Ross Group, L.P. • Bituminous coal & lignite surface mining

This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by International Coal Group, Inc., a Delaware corporation (the “Company”), the Selling Stockholders named therein and you and the other Underwriters named in Schedule A to the Underwriting Agreement, with respect to the public offering (the “Offering”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement.

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