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Exhibit 4.2    
    


 
 

[Specimen Common Stock Certificate]    
    



	NUMBER	 	 	 	SHARES
	    
	 	 	 	    





NATIONAL ENERGY RESOURCES ACQUISITION COMPANY
  Incorporated Under the Laws of the State of Delaware  



	 	 	 	 	COMMON STOCK	 	CUSIP	 	    





SEE
REVERSE FOR

CERTAIN DEFINITIONS 


This Certifies that                                      is the
registered holder of                                     



FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001

EACH OF THE COMMON STOCK OF  


NATIONAL ENERGY RESOURCES ACQUISITION COMPANY  


transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly
endorsed.


The Corporation will be forced to liquidate if it is unable to complete a business combination by
                        , 2010, all as more fully
described in the Corporation's final prospectus dated                         , 2008.


This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the facsimile signatures of
its duly authorized officers.



	Dated:	 	    
	 	 	 	 	 	 
	 	 	 	 	Corporate Seal

Delaware	 	 	 	 
	

 CHIEF EXECUTIVE OFFICER	
 	

 	
 	

 SECRETARY










        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM	 	as tenant in common	 	UNIF GIFT MIN ACT	 	    
 (Cust)	 	Custodian	 	    
 (Minor)
	TEN ENT	 	tenants by the entireties	 	 	 	Under Uniform Gifts to Minors Act:
	 	 	 	 	 	 	    
 (State)	 	 
	JT TEN	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	 	 






        Additional
abbreviations may also be used though not in the above list. 


National Energy Resources Acquisition Company  


        The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares
represented hereby are issued and shall be
held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies
of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents. 


        For value received,
                                     hereby sell, assign and
transfer unto



	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 	 
	

    
	
 	

 
	

    
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)





                                             shares of the
capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
                                     Attorney to transfer said
stock on the books of the within named Company with full power of substitution in the premises.



	Dated	 	    
	 	 	 	    
 Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration
or enlargement or any change whatever.
	

Signatures(s) Guaranteed:	
 	

 	
 	

 
	    
	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
	

The holder of this certificate shall be entitled to receive funds from the Corporation's trust account only in the event of a liquidation of the Corporation upon failure to consummate a
business combination or if the holder seeks to convert his, her or its respective shares into cash upon a business combination which he, she or it voted against and which is actually completed by the Corporation. In no other circumstances shall the
holder have any right or interest of any kind in or to the trust account.














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Exhibit 4.2


[Specimen Common Stock Certificate]