0001047469-08-001007 Sample Contracts

FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • February 8th, 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 • February 8th, 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 • February 8th, 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").

TRUST ACCOUNT AGREEMENT
Trust Account Agreement • February 8th, 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").

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
National Energy Resources Acquisition CO • February 8th, 2008 • Blank checks • Colorado
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