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Exhibit 10.5    
    


 
  TRUST ACCOUNT AGREEMENT    
    


        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"). 


 
 

RECITALS:    
    


        WHEREAS, the Company's Registration Statement on Form S-1, No. 333-148016
("Registration Statement"), for its initial public offering ("IPO") of its units, each comprised of one share of common stock, par value
$0.0001 per share, and one warrant to purchase one share of common stock, has been declared effective as of the date hereof by the Securities and Exchange Commission; 



        WHEREAS, Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as the representative (the
"Representative") of the underwriters in the IPO (the "Underwriters") pursuant to a purchase agreement dated on or about the date hereof
between the Company and the Underwriters (the "Purchase Agreement"); 


        WHEREAS, as described in the Company's Registration Statement, and in accordance with the Company's Amended and Restated Certificate of
Incorporation, $100,000,000 of the net proceeds of the IPO and the proceeds of the sale to NRCO LLC of warrants to purchase shares of common stock (or $114,475,000 if the Underwriters'
over-allotment option is exercised in full) will be delivered to the Account Agent (the "Account Property") to be deposited and held in a trust account in
accordance with this Agreement for the benefit of the Company, the Underwriters and the holders of the Company's securities issued and sold in the IPO as hereinafter provided (the
"Public Stockholders," and collectively with the Underwriters and the Company, the "Beneficiaries"); 


        WHEREAS, pursuant to the Purchase Agreement, a portion of the Account Property equal to $3,500,000 (or $4,025,000 if the Underwriters'
over-allotment option is exercised in full or a pro rata portion thereof pursuant to the terms of the Purchase Agreement if the Underwriter's over-allotment option is exercised
in part, but not in full, prior to the time of its expiration) is attributable to deferred underwriting discounts and commissions (the "Deferred Discount") that will
become payable by the Company to the Underwriters upon the consummation of a business combination, whether through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar type of transaction, with one or more target businesses that have an aggregate fair market value of at least 80% of the balance held in the Trust Account (excluding the amount held in the
Trust Account representing the Underwriters' deferred commission) at the time of the signing of a definitive agreement in connection with such business combination, as described in the Registration
Statement (a "Business Combination"); and 


        WHEREAS, the Company desires to enter into this Agreement to set forth the terms and conditions pursuant to which the Account Agent shall
hold the Account Property; 


        NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows: 


        Section 1.    Appointment of Account Agent; Deposit of Account Property.    The
Account Agent is hereby instructed to establish a segregated trust account (Account Number
                                    ) (the "Trust
Account") at Colorado
State Bank and Trust, N.A. The Company shall cause the Account Property to be delivered to the Account Agent in connection with the closing of the IPO and the private placement therewith, and the
Account Agent is hereby instructed to hold the Account Property in the Trust Account in accordance with this Agreement. The Account Agent shall acknowledge receipt of the Account Property. 







 

        Section 2.    Investment by Account Agent.    In a timely manner, upon the written
instruction of the Company, the Account Agent shall invest and reinvest the Account Property only in (a) U.S. "government securities", defined as any Treasury Bill issued by the United States
having a maturity of 180 days or less or (b) one or more money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of
1940, as amended, that only invest in "government securities" having a maturity of 180 days or less, notwithstanding that (i) the Account Agent and any of its affiliates may charge,
collect and retain for its own account fees and
expenses from such funds for services rendered (provided that such charges, fees and expenses are on terms consistent with terms negotiated at arm's length) and (ii) the Account Agent and any
of its affiliates may charge, collect and retain for its own account fees and expenses for services rendered pursuant to this Agreement, and may, in addition to such fees and expenses, earn other
income relating to the Account Property. The Account Agent shall collect and receive in trust, when due, all principal and income arising from the Account Property, which shall become part of the
Account Property, as such term is used herein. 


        Section 3.    Distribution and Release of Account Property.    The Account Agent
shall commence liquidation of the Trust Account only after receipt of and only in accordance with the terms of a letter (a "Termination Letter"), in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive
Officer, President, Chairman of the Board of Directors or Chief Financial Officer and noticed to the Authorized Counsel (as hereinafter defined), as evidenced by their respective signature and
countersignature thereto, and complete the liquidation of the Trust Account and distribute the Account Property in the Trust Account only as directed in the Termination Letter and the other documents
referred to therein. The Account Agent shall also disburse such funds from the Trust Account from time to time, upon written request from the Company, (a) as may be necessary to pay in a timely
manner any taxes incurred as a result of interest or other income earned on the Account Property upon receipt and only in accordance with the terms of a letter (a "Tax Disbursement
Letter"), in a form substantially similar to that attached hereto as Exhibit C, signed on behalf of the Company by its Chief Executive Officer,
President, Chairman of the Board of Directors or Chief Financial Officer and noticed to the Authorized Counsel, as evidenced by their respective signature and countersignature thereto, and complete
the disbursement of funds from the Trust Account and distribute such funds only as directed in the Tax Disbursement Letter and the other documents referred to therein or (b) in the amount
requested by the Company to be used for working capital requirements upon receipt and only in accordance with the terms of a letter (an "Interest Withdrawal Letter") in a
form substantially similar to that attached hereto as Exhibit D, signed on behalf of the Company by its Chief Executive Officer, President, Chairman of the Board of
Directors or Chief Financial Officer and noticed to the Authorized Counsel, as evidenced by their respective signature and countersignature thereto, and complete the disbursement of funds from the
Trust Account and distribute such funds only as directed in the Interest Withdrawal Letter and the other documents referred to therein; provided,
however, that the aggregate amount of all such distributions pursuant to this clause (b) shall not exceed the lesser of (x) the aggregate amount of interest and
any other income actually received or paid on amounts in the Trust Account less an amount equal to any disbursements that have or are estimated to be (assuming an income tax rate of 40%) made pursuant
to clause (a) of this section and (y) $1,750,000. For purposes of this Agreement, "Authorized Counsel" shall mean, at any date, Akin Gump Strauss
Hauer & Feld, LLP. 


        Section 4.    Agreements and Covenants of Account Agent.    The Account Agent
hereby agrees and covenants to: 



        (a)   Hold
the Account Property in the Trust Account in trust in accordance with the terms of this Agreement; 


        (b)   Manage,
supervise and administer the Trust Account in accordance with the terms and conditions set forth herein; 



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        (c)   As
promptly as practicable, notify the Company of all communications received by it with respect to any Account Property requiring action by the Company; 


        (d)   As
promptly as practicable, supply any necessary information or documents as may be reasonably requested by the Company in connection with the Company's preparation of
the tax returns for the Trust Account; 


        (e)   Participate,
at the Company's cost and expense, in any plan or proceeding for protecting or enforcing any right or interest arising from the Account Property if, as and
when instructed by the Company to do so; 


        (f)    Render
to the Company and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting
all receipts and disbursements of the Trust Account; 


        (g)   Distribute
the Deferred Discount to the Representative on behalf of the Underwriters upon receipt of written notice from the Company in accordance with the terms of this
Agreement; 


        (h)   Distribute
the funds as directed in any Tax Disbursement Letter or Interest Withdrawal Letter and any other documents referred to therein in accordance with the terms of
this Agreement; and 


        (i)    Commence
liquidation of the Trust Account in accordance with the terms herein and a Termination Letter. 




        Section 5.    Agreements and Covenants of the Company.    The Company hereby
agrees and covenants to: 



        (a)   Give
all instructions and requests to the Account Agent hereunder in writing, signed by the Company's Chief Executive Officer, President, Chairman of the Board of
Directors or Chief Financial Officer; 


        (b)   Hold
the Account Agent harmless and indemnify the Account Agent from and against, any and all costs, expenses, disbursements and advances, including reasonable counsel
fees and disbursements, or loss or damage suffered by the Account Agent in connection with any action, suit or other proceeding brought against the Account Agent involving any claim or demand, or in
connection with any claim or demand, that in any way arises out of or relates to this Agreement, the services of the Account Agent hereunder, the Account Property or any income earned from investment
of the Account Property, except for costs, expenses, disbursements, advances, losses and damages resulting from the Account Agent's gross negligence or willful misconduct (as determined by a final
non-appealable order of a court of competent jurisdiction). Promptly after the receipt by the Account Agent of notice of demand or claim or the commencement of any action, suit or
proceeding with respect to which the Account Agent intends to seek indemnification under this paragraph, it shall notify the Company in writing thereof (hereinafter referred to as the
"Indemnified Claim"); provided, however, that any failure or delay of the Account Agent in giving such notice shall not
relieve the Company of any of its obligations hereunder except to the extent the Company is actually prejudiced thereby. The Company shall have the right to assume and manage the defense of the
Account Agent, provided that the Account Agent consents to the Company's selection of counsel, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, the Account Agent
shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Company shall pay the reasonable fees and expenses of
such separate counsel if the Account Agent is advised that (i) an actual conflict of interest exists by reason of common representation or (ii) there are legal defenses available to the
Account Agent that are different from or are in 



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addition
to those available to the Company or if all parties commonly represented do not agree as to the action (or inaction) of counsel. 


        (c)   Pay
the Account Agent an initial acceptance fee of $5,000. The Company shall pay such acceptance fee to the Account Agent on the date hereof. The fees set forth in this
Section 5(c) shall be in addition to, and shall not include, any fee referred to in Section 6(a) hereof (it being expressly understood that the Account Property, other than portions of
the disbursements made pursuant to Section 4(h) hereof, shall not be used to make any payments to the Account Agent under this paragraph); 



        (d)   Reimburse
the Account Agent upon request for all reasonable costs, expenses, disbursements, and advances incurred or made by the Account Agent in implementing or
enforcing any of the provisions of this Agreement (including without limitation any fees, expenses and disbursements of its counsel), except any such cost, expense, disbursement, or advance as may
arise from the Account Agent's gross negligence or willful misconduct (as determined by a final non-appealable order of a court of competent jurisdiction) (it being expressly understood
that the Account Property, other than portions of the disbursements made pursuant to Section 4(h) hereof, shall not be used to make any payments to the Account Agent under this paragraph); 



        (e)   In
connection with any vote of the Company's stockholders regarding an initial Business Combination, provide to the Account Agent an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes (which firm may be the Account
Agent) verifying the vote of the Company's stockholders regarding such initial Business Combination; and 


        (f)    Within
five (5) business days after the Underwriters' over-allotment option (or any unexercised portion thereof) expires or is exercised in full,
provide the Account Agent with a notice in writing (with a copy to the Representative) of the total amount of the Deferred Discount to be released to Merrill Lynch, Pierce, Fenner & Smith
Incorporated upon consummation of a Business Combination, which shall in no event be less than $3,500,000. 




        Section 6.    Limitations of Liability.    The Account Agent shall have no
responsibility or liability to: 



        (a)   Institute
any action, suit or other proceeding for the collection of any principal or income arising from, or institute, appear in or defend any action, suit or other
proceeding of any kind with respect to, any of the Account Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have
advanced to it funds sufficient to pay any reasonable fees of the Account Agent and costs, expenses, disbursements and advances incident thereto; 


        (b)   Change
the investment of any Account Property, other than in accordance with written instructions of the Company; 


        (c)   Refund
any depreciation or decline in principal of any Account Property invested in accordance with the terms of this Agreement; 



        (d)   Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Account Agent; 


        (e)   Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement or the Termination Letter; or 



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        (f)    Pay
any taxes on behalf of the Trust Account; provided, that the foregoing shall not limit the obligation of the Account
Agent to disburse proceeds for the payment of taxes in accordance with a Tax Disbursement Letter from the Company. 




        Section 7.    Further Rights and Duties of the Account Agent.    



        (a)   The
Account Agent shall not be liable or responsible hereunder to anyone for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith, except for its own gross negligence or willful misconduct (as determined by a final non-appealable order of a court of competent jurisdiction). 


        (b)   The
Account Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations shall be inferred from
this Agreement against the Account Agent, nor shall the Account Agent be bound by the provisions of any agreement between or among the Company, the Public Stockholders or any other person or entity
beyond the specific terms hereof. 


        (c)   The
Account Agent may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by or who may be an employee of the Account Agent or one of its affiliates), statement, instrument, report or other paper or document (not only as to its due execution and
the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Account Agent, in good faith, to be genuine
and to be signed or presented by the proper person or persons. The Account Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or
any of the terms hereof, unless evidenced by a written instrument delivered to the Account Agent signed by the proper party or parties. 


        (d)   At
any time the Account Agent may request in writing an instruction in writing from the Company, and may at its own option include in such request the course of action
it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder. The Account Agent shall not be liable or responsible
for acting without the Company's consent in accordance with such a proposal on or after the date specified therein; provided, that the specified date
shall be at least five (5) business days after the Company receives the Account Agent's request for instructions and its proposed course of action; and provided
further, that, prior to so acting, the Account Agent has not received from the Company the written instructions so requested and the Account Agent's actions are not
inconsistent with the terms of this Agreement. 


        (e)   In
the event of ambiguity in the provisions governing the Account Property or uncertainty on the part of the Account Agent as to how to proceed, such that the Account
Agent, in its sole and absolute judgment, deems it necessary for its protection so to do, the Account Agent may refrain from taking any action other than: (i) to retain custody of the Account
Property deposited hereunder until it shall
have received written instructions, which in the judgment of the Account Agent clarify the ambiguity, or (ii) to deposit the Account Property with a court of competent jurisdiction and
thereupon to have no further duties or responsibilities in connection therewith. 


        (f)    In
no event shall the Account Agent be liable or responsible for special, punitive, incidental, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profits) irrespective of whether the Account Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 



        (g)   In
no event shall the Account Agent be liable or responsible for any failure or delay in the performance of its obligations under this Agreement arising out of or caused
by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work 



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stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and widespread interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services. 


        (h)   The
recitals contained herein shall be taken as the statements of the Company, and the Account Agent assumes no liability or responsibility for their correctness. 


        (i)    The
Account Agent shall not have any liability for or be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Account Agent); nor shall it be liable or responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any other
agreement (including without limitation the Company's failure to provide the Account Agent with any written instructions or notices required to be provided by the Company to the Account Agent under
this Agreement) or for determining the applicability of or whether the Company has complied with any federal or state "blue sky" or securities laws or any other applicable laws, all of which shall be
the Company's responsibility. 


        (j)    The
Company will from time to time perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the Account Agent for the carrying out or performing by the Account Agent of the provisions of this Agreement. 



        (k)   No
provision of this Agreement shall require the Account Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of
its duties or in the exercise of its rights hereunder. 




        Section 8.    Resignation or Removal of Account Agent.    



        (a)   The
Account Agent may resign by giving written notice to the Company. Such resignation shall take effect upon delivery of the Account Property, and all documentation
relating thereto in possession of the Account Agent or its affiliates, to a successor Account Agent designated in writing by the Company, and the Account Agent shall thereupon be discharged from all
obligations under this Agreement, and shall have no further duties or responsibilities in connection herewith. 


        (b)   In
the event the Account Agent fails to perform its obligations under this Agreement, the Company may remove the Account Agent upon written notice to the Account Agent.
Such removal shall take effect upon delivery of the Account Property, and all documentation relating thereto in possession of the Account Agent or its affiliates, to a successor Account Agent
designated in writing by the Company, and the Account Agent shall thereupon be discharged from all obligations under this Agreement, and shall have no further duties or responsibilities in connection
herewith. The Account Agent shall deliver the Account Property, and all documentation relating thereto in possession of the Account Agent or its affiliates, without unreasonable delay after receiving
the Company's designation of a successor Account Agent. 


        (c)   If
after 30 days from the date of delivery of its written notice of intent to resign or of the Company's notice of removal the Account Agent has not received a
written designation of a successor Account Agent, the Account Agent's sole responsibility shall be in its sole discretion either to retain custody of the Account Property without any obligation to
invest or reinvest any such Account Property until it receives such designation, or to apply to a court of competent jurisdiction for appointment of a successor Account Agent and after such
appointment to have no further duties or responsibilities in connection herewith. 


        (d)   The
Company shall, at its own expense, promptly notify each of the Public Stockholders of the resignation or removal of the Account Agent and of the designation of a
successor Account Agent. 



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        Section 9.    Termination of Agreement.    



        (a)   This
Agreement shall terminate at such time that the Account Agent has completed the liquidation of the Trust Account in accordance with this Agreement, and distributed
the Account Property in accordance with the provisions of the Termination Letter. 



        (b)   Sections 5(b),
5(c) and 5(d), Section 6(a) and Sections 7(a), 7(g), 7(h), 7(j) and 7(k) shall survive the termination of this Agreement or any
resignation or removal of the Account Agent. 




        Section 10.    Miscellaneous.    



        (a)   The
Company and the Account Agent each acknowledge that the Account Agent will follow the security procedures set forth below with respect to funds transferred from the
Trust Account. Upon receipt of written instructions, the Account Agent will confirm such instructions with an Authorized Individual at an Authorized Telephone Number listed on the attached
Exhibit E. The Company and the Account Agent will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing
funds transfers, the Account Agent will rely upon account numbers or other identifying numbers of a recipient, recipient's bank or intermediary bank, rather than names. 


        (b)   This
Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within
the State of New York, without regard to the conflict of law provisions thereof to the extent such provisions would require or permit the application of the laws of another jurisdiction. It may be
executed in several counterparts, each one of which shall constitute an original, and together shall constitute but one instrument. 


        (c)   This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof
may only be changed, waived, amended or modified by a writing signed by each of the parties hereto; provided, that this Agreement may not be materially
changed, waived, amended or modified without the consent of each of the Public Stockholders adversely affected thereby; provided further, that this
Agreement may not be amended in such a manner as to adversely affect the right of the Underwriters to receive the Deferred Discount without the written consent of the Representative. As to any claim,
cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. For purposes of this Agreement, the Account Agent may rely on a list of Public
Stockholders provided to it by the Company from time to time as to the identities of the Public Stockholders. 


        (d)   The
parties hereto consent to the exclusive jurisdiction and venue of any state or federal court located in the City of New York for purposes of resolving any disputes
hereunder. 


        (e)   Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by overnight
delivery or similar private courier service, by first-class, certified mail (return receipt requested) postage prepaid, by hand delivery or by facsimile transmission: 



if
to the Account Agent, to: 


Colorado
State Bank and Trust N.A.

1600 Broadway, 3rd Floor

Denver, Colorado 80202

Facsimile No.: (303) 864-7219

Attention: Philip Munishor 




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if
to the Company, to: 


National
Energy Resources Acquisition Company

1700 Broadway, Suite 2020

Denver, Colorado 80290

Facsimile No.: (720) 407-7031

Attention: Patrick R. McDonald 





Any
notice, consent or request to be given to the Authorized Counsel shall be sent to the address or number provided to the Company and the Account Agent by such Authorized Counsel in writing from
time to time. 



        (f)    This
Agreement may not be assigned by any party hereto without the prior written consent of the other and the Representative, which consent shall not be unreasonably
withheld or delayed. Any purported assignment without such consent shall be null and void. 


        (g)   Each
of the Account Agent and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. 



        (h)   Each
of the Account Agent and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. 


        (i)    The
Account Agent hereby consents to the inclusion of Colorado State Bank and Trust, N.A. in the Registration Statement and other materials relating to the IPO and the
proxy solicitation materials in connection with seeking stockholder approval of an initial Business Combination. 


        (j)    The
Account Agent has no right, title, interest, or claim of any kind ("Claim") in or to any monies or Account Property in the Trust
Account, and hereby waives any Claim in or to any monies or Account Property in the Trust Account it may have in the future, and hereby agrees not to seek recourse, reimbursement, payment or
satisfaction for any Claim against the Trust Account for any reason whatsoever.. 



[Signatures
follow on next page.] 


8











        IN WITNESS WHEREOF, the parties have duly executed this Trust Account Agreement as of the date first written above. 



	National Energy Resources Acquisition Company	 	 
	

By:	

    
 Name:

Title:	
 	

 
	
Colorado State Bank and Trust, N.A., as Account Agent	
 	

 
	

By:	

    
 Name:

Title:

	
 	

 









 
 

EXHIBIT A    
    


[Company
Letterhead] 


[Insert
date] 


Colorado
State Bank and Trust, N.A., as Account Agent

1600 Broadway, 3rd Floor

Denver, Colorado 80202

Attention: Philip Munishor 



	Re:
	Trust
Account No.                         

Termination Letter 




Ladies
and Gentlemen: 


        Pursuant
to the Trust Account Agreement between National Energy Resources Acquisition Company ("Company") and Colorado State Bank and Trust, N.A.
("Account Agent"), dated as of
[                                    ], 2008 ("Trust Account
Agreement"), this
is to advise you that the Company has entered into an agreement ("Business Agreement") with
                                     ("Target
Business") to consummate a business combination with the Target Business ("Business Combination") on or about [insert
date]. The Company shall notify you at least two business days in advance of the actual date of the consummation of the Business Combination
("Consummation Date"). Capitalized terms used and not defined herein shall have their respective meanings set forth in the Trust Account Agreement. 


        In
accordance with the terms of the Trust Account Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation Date, all of
funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. 


        Not
later than two business days prior to the Consummation Date, the Company shall deliver to you written instructions with respect to the transfer of the funds held in the Trust
Account, including such instructions as may be necessary to ensure compliance with any applicable law relating to the treatment of the proceeds of the IPO, including without limitation any law which
requires notice to any governmental entity with respect to the release of the Account Property from the Trust Account ("Instruction Letter"), which shall include
instructions for the distribution of funds to any Public Stockholders (as defined in the Trust Account Agreement) who exercised their conversion option in connection with a Business Combination and
for the distribution of the Deferred Discount to the Representative on behalf of the Underwriters. You are hereby directed and authorized to transfer the funds held in the Trust Account on the
Consummation Date upon your receipt of the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits or investments held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be
distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Account Agreement shall be terminated and
the Trust Account closed. 


        In
the event that (a) on or before the Consummation Date, we have notified you that the Business Combination has not been or will not be consummated on the Consummation Date
described in the notice thereof and (b) we have not notified you on or before the original Consummation Date of a new Consummation Date, then the funds held in the Trust Account shall be
reinvested as provided in the Trust Account Agreement on the business day immediately following the Consummation Date as set forth in the notice. In the event that (a) on or before the
Consummation Date, we have notified you that the Business Combination has not been or will not be consummated on the Consummation Date described in the notice thereof and (b) we have notified
you on or before the original Consummation Date of a new Consummation Date, then you shall continue to liquidate the Trust Account to the effect that, on the new Consummation Date, all of the funds
held in the Trust Account will be 










immediately
available for transfer to the account or accounts that the Company shall direct on the new Consummation Date. 



	 	 	 	Very truly yours,
	

 	

 	
 	

National Energy Resources Acquisition Company
	

 	

 	
 	

By:	

    

	

Acknowledging receipt of notice hereof:	
 	

 	

 
	

By:	

    
 Name:

Title: Authorized Counsel	
 	

 	

 









 
 

EXHIBIT B    
    


[Company
Letterhead] 


[Insert
date] 


Colorado
State Bank and Trust, N.A., as Account Agent

1600 Broadway, 3rd Floor

Denver, Colorado 80202

Attention: Philip Munishor 



	Re:
	Trust
Account No.                                     

Termination Letter 




Ladies
and Gentlemen: 


        Pursuant
to the Trust Account Agreement between National Energy Resources Acquisition Company ("Company") and Colorado State Bank and Trust, N.A.
("Account Agent"), dated as of
[                                    ], 2008 ("Trust Account
Agreement"), this
is to advise you that the Company has been unable to consummate an initial Business Combination (as defined in the Trust Account Agreement) with a target business within the time frame specified in
the Company's Amended and Restated Certificate of Incorporation, as described in the Company's prospectus relating to its initial public offering, and the Company is proceeding to dissolve and
liquidate the Trust Account (as defined in the Trust Account Agreement). Attached hereto is a copy of the minutes of the meeting of the Board of Directors of the Company relating thereto, certified by
the Secretary of the Company as true and correct and in full force and effect. 


        In
accordance with the terms of the Trust Account Agreement, we hereby authorize you to commence liquidation of the Trust Account as promptly as practicable to the stockholders of record
as of the last date of the Company's existence as specified in the Company's Amended and Restated Certificate of Incorporation. You will notify the Company and
[                                    ] ("Designated Paying
Agent") in writing as to when all of the funds in the Trust Account will be
available for immediate transfer ("Transfer Date"). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent to
which the funds in the Trust Account should be transferred on the Transfer Date so that the Designated Paying Agent may commence further distribution of such funds in accordance with the terms of the
Trust Account Agreement. You shall oversee the Designated Paying Agent's distribution of the funds. Upon the payment to the Designated Paying Agent of all the funds in the Trust Account, the Trust
Account Agreement shall be terminated and the Trust Account closed. 



	 	 	 	Very truly yours,
	

 	

 	
 	

National Energy Resources Acquisition Company
	

 	

 	
 	

By:	

    

	

Acknowledging receipt of notice hereof:	
 	

 	

 
	

By:	

    
 Name:

Title: Authorized Counsel	
 	

 	

 









 
 

EXHIBIT C    
    


[Company
Letterhead] 


[Insert
date] 


Colorado
State Bank and Trust, N.A., as Account Agent

1600 Broadway, 3rd Floor

Denver, Colorado 80202

Attention: Philip Munishor 



	Re:
	Trust
Account No.                                     

Tax Disbursement Letter 




Ladies
and Gentlemen: 


        Pursuant
to the Trust Account Agreement between National Energy Resources Acquisition Company ("Company") and Colorado State Bank and Trust, N.A.
("Account Agent"), dated as of
[                                    ], 2008 ("Trust Account
Agreement"), this
is to advise you that the Trust Account (as defined in the Trust Account Agreement) has incurred a total of
$                                     in taxes (the "Tax
Payments") for the period from
                                    , 200   to
                                    ,
200   (the "Tax Period") as a result of interest and other income earned on the Account Property (as defined in the Trust Account
Agreement) during the Tax Period. 


        In
accordance with the terms of the Trust Agreement, we hereby authorize you to distribute from the Trust Account proceeds from the Account Property equal to the aggregate Tax Payments
on such dates, in such amounts and to such payees as indicated on the Schedule of Tax Payments attached hereto as Schedule 1. 



	 	 	 	Very truly yours,
	

 	

 	
 	

National Energy Resources Acquisition Company
	

 	

 	
 	

By:	

    

	

Acknowledging receipt of notice hereof:	
 	

 	

 
	

By:	

    
 Name:

Title: Authorized Counsel	
 	

 	

 











 
 

SCHEDULE 1    
    


 
  SCHEDULE OF TAX PAYMENTS    
    



	[Payee]
	 	 	 
	

Payment Date:

Amount:

Address:	
 	

 	

 
	
[Payee]
	
 	

 	

 
	

Payment Date:

Amount:

Address:	
 	

 	

 
	
[Payee]
	
 	

 	

 
	

Payment Date:

Amount:

Address:

	
 	

 	

 









 
 

EXHIBIT D    
    


[Company
Letterhead] 


[Insert
date] 


Colorado
State Bank and Trust, N.A., as Account Agent

1600 Broadway, 3rd Floor

Denver, Colorado 80202

Attention: Philip Munishor 


	Re:
	Trust
Account No.                                     

Interest Withdrawal Letter 



Ladies
and Gentlemen: 


        Pursuant
to the Trust Account Agreement between National Energy Resources Acquisition Company ("Company") and Colorado State Bank and Trust, N.A.
("Account Agent"), dated as of
[                                         
       ], 2008 ("Trust Account
Agreement"), this is to advise you that the Company hereby requests that you deliver to the Company
$                         of the interest, which amount excludes
any amount distributable for payment of taxes on such interest, earned on the Account Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant
to Section 3(b), if any, the maximum amount set forth in Section 3(b). The Company needs such funds to
cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Account Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company's operating account at: 


[WIRE
INSTRUCTION INFORMATION] 



	 	 	 	Very truly yours,
	

 	

 	
 	

National Energy Resources Acquisition Company
	

 	

 	
 	

By:	

    

	

Acknowledging receipt of notice hereof:	
 	

 	

 
	

By:	

    
 Name:

Title: Authorized Counsel	
 	

 	

 









 
 

EXHIBIT E    
    



	AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK
 
	 	AUTHORIZED TELEPHONE NUMBER(S)

	Company:	 	 
	

National Energy Resources Acquisition Company

1700 Broadway, Suite 2020

Denver, Colorado 80290

Attention: Kevin Struzeski	
 	

(720) 407-7037
	

Account Agent:	
 	

 
	

Colorado State Bank and Trust, N.A.

1600 Broadway, 3rd Floor

Denver, Colorado 80202

Attention: Philip Munishor	
 	

(303) 864-7206













QuickLinks



Exhibit 10.5


TRUST ACCOUNT AGREEMENT

RECITALS




EXHIBIT A

EXHIBIT B

EXHIBIT C




SCHEDULE 1


SCHEDULE OF TAX PAYMENTS


EXHIBIT D

EXHIBIT E