0001193125-04-141898 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 16th, 2004 • NGP Capital Resources CO • Maryland

Agreement dated as of , 2004 (the “Agreement”), by and between NGP Capital Resources Company, a Maryland corporation (the “Company”), and NGP Investment Advisor, LP a Delaware limited partnership (the “Adviser”).

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ADMINISTRATION AGREEMENT
Administration Agreement • August 16th, 2004 • NGP Capital Resources CO • Texas

THIS AGREEMENT dated as of , 2004 (this “Agreement”), by and between NGP Capital Resources Company, a Maryland corporation (the “Company”), and NGP Administration, LLC, a Delaware limited liability company (the “Administrator”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • August 16th, 2004 • NGP Capital Resources CO • Texas

THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), is made and effective as of the day of , 2004 (the “Effective Date”), between Natural Gas Partners, L.L.C., a Texas limited liability company (“Licensor”), and NGP Capital Resources Company, a Maryland corporation (“Licensee”) (each a “party” and collectively, the “parties”).

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