0001144204-07-056856 Sample Contracts

VOTING AGREEMENT
Voting Agreement • October 29th, 2007 • Crestview Capital Master LLC • Bituminous coal & lignite surface mining • New York

This VOTING AGREEMENT, dated as of October 18, 2007 (this “Agreement”), is made by and among: (i) each of the persons and entities identified on Exhibit A attached hereto (the “Subject Stockholders”); and (ii) each of the persons and entities identified on Exhibit B attached hereto (the “Lenders”).

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NATIONAL COAL CORP. SECURITIES CONVERSION AGREEMENT
Securities Conversion Agreement • October 29th, 2007 • Crestview Capital Master LLC • Bituminous coal & lignite surface mining • Tennessee

This Conversion Agreement (“Agreement”) is made and entered as of this 15th day of October 2007 (the “Effective Date”), by and between National Coal Corp., a Florida corporation (the “Company”), and the undersigned holder (“Series A Holder”) of outstanding shares of the Series A Cumulative Convertible Preferred Stock of the Company.

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