2,500,000 Common Units RHINO RESOURCE PARTNERS LP FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2011 • Rhino Resource Partners LP • Bituminous coal & lignite surface mining • New York
Rhino Resource Partners LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”), an aggregate of 2,500,000 common units, representing limited partner interests in the Partnership (the “Common Units”). The aggregate of 2,500,000 Common Units to be purchased from the Partnership are called the “Firm Units.” In addition, the Partnership also proposes to grant to the Underwriters, upon the terms and conditions stated herein, an option to purchase up to an additional 375,000 Common Units (the “Additional Units”) to cover over-allotments by the Underwriters, if any. The Firm Units and the Additional Units are collectively referred to in this Agreement as the “Units.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this
