0001047469-08-008420 Sample Contracts

Shares Rhino Resources, Inc. Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2008 • Rhino Resources, Inc. • Bituminous coal & lignite surface mining • New York

The undersigned understands that Morgan Stanley & Co. Incorporated and Lehman Brothers Inc. (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Rhino Resources, Inc., a [Delaware] corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”).

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