0000950137-07-009660 Sample Contracts

TORTOISE CAPITAL RESOURCES CORPORATION (a Maryland corporation) 185,006 Warrants 185,006 Common Shares REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 3rd, 2007 • Tortoise Capital Resources Corp • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of April ___, 2007, by and among Tortoise Capital Resources Corporation, a Maryland corporation (the “Company”) and each of the undersigned purchasers (individually, a “Purchaser” and collectively, the “Purchasers”) pursuant to certain Purchase Agreements, dated December 22, 2006 (the “Purchase Agreements”), by and among the Company, the Purchasers and Tortoise Capital Advisors, LLC (“Tortoise Capital Advisors”).

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