National Energy Resources Acquisition CO Sample Contracts

FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • March 21st, 2008 • National Energy Resources Acquisition CO • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of , by and between National Energy Resources Acquisition Company, a Delaware corporation (the "Company"), and ("Indemnitee").

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 13th, 2008 • National Energy Resources Acquisition CO • Blank checks • Delaware

This Registration Rights Agreement (this "Agreement"), dated as of [ ], 2008, is made and entered into by and among National Energy Resources Acquisition Company, a Delaware corporation (the "Company"), NRCO LLC, a Colorado limited liability company (the "Sponsor"), the other parties listed under "Holders" on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement as contemplated by Section 4.02 of this Agreement (each such party, and the Sponsor, a "Holder" and collectively the "Holders").

WARRANT AGREEMENT NATIONAL ENERGY RESOURCES ACQUISITION COMPANY And COMPUTERSHARE, INC. And COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent
Warrant Agreement • March 21st, 2008 • National Energy Resources Acquisition CO • Blank checks • New York

THIS WARRANT AGREEMENT (this "Agreement"), dated as of [ ], 2008, is by and between National Energy Resources Acquisition Company, a Delaware corporation (the "Company"), and Computershare, Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office at 250 Royall Street, Canton, MA 02021 (collectively the "Warrant Agent").

NATIONAL ENERGY RESOURCES ACQUISITION COMPANY AMENDED AND RESTATED SPONSOR'S WARRANTS SUBSCRIPTION AGREEMENT
Sponsor's Warrants Subscription Agreement • March 13th, 2008 • National Energy Resources Acquisition CO • Blank checks • New York

THIS AMENDED AND RESTATED SPONSOR'S WARRANTS SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 10th day of March, 2008, by and between National Energy Resources Acquisition Company, a Delaware corporation (the "Company"), and NRCO LLC, a Colorado limited liability company (the "Purchaser").

TRUST ACCOUNT AGREEMENT
Trust Account Agreement • March 13th, 2008 • National Energy Resources Acquisition CO • Blank checks • New York

This TRUST ACCOUNT AGREEMENT (the "Agreement") is made as of [ ], 2008 by and between National Energy Resources Acquisition Company, a Delaware corporation (the "Company"), and Colorado State Bank and Trust, N.A., a national banking association, as account agent (the "Account Agent").

INITIAL STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 12th, 2007 • National Energy Resources Acquisition CO • Delaware

This Stock Purchase Agreement (this "Agreement"), effective as of November 16, 2007, is made and entered into by and between National Energy Resources Acquisition Company, a Delaware corporation (the "Company"), and NRCO LLC, a Colorado limited liability company ("Buyer").

SECURITIES ASSIGNMENT AGREEMENT
Securities Assignment Agreement • February 8th, 2008 • National Energy Resources Acquisition CO • Blank checks

This Securities Assignment Agreement (this "Assignment"), dated as of [ ], 2008, is made and entered into by and among NRCO LLC, a Colorado limited liability company (the "Seller") and the parties identified on the signature page hereto (each a "Buyer" and collectively, the "Buyers").

NATIONAL ENERGY RESOURCES ACQUISITION COMPANY (a Delaware corporation) 10,000,000 Units PURCHASE AGREEMENT
Purchase Agreement • March 21st, 2008 • National Energy Resources Acquisition CO • Blank checks • New York

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters 4 World Financial Center New York, New York 10080

NATIONAL ENERGY RESOURCES ACQUISITION COMPANY
Administrative Services Agreement • February 8th, 2008 • National Energy Resources Acquisition CO • Blank checks • Colorado
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