0001193125-05-074872 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • April 12th, 2005 • NGP Capital Resources CO • Maryland

This Agreement made and entered into as of this 30th day of March, 2005, by and between NGP Capital Resources Company, a Maryland corporation (the “Company”), and (“Indemnitee”), who is currently serving the Company in the capacity of a director and/or officer;

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 12th, 2005 • NGP Capital Resources CO • Maryland

Agreement dated as of November 9, 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”).

ADMINISTRATION AGREEMENT
Administration Agreement • April 12th, 2005 • NGP Capital Resources CO • Texas

THIS AGREEMENT dated as of November 9, 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 • April 12th, 2005 • NGP Capital Resources CO • Texas

THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), is made and effective as of the 9th day of November, 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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