FORM OF UNDERWRITING AGREEMENT] NTR Acquisition Co. 25,000,000 Units 1 Common Stock Warrants Underwriting AgreementUnderwriting Agreement • January 26th, 2007 • NTR Acquisition Co. • Blank checks • New York
NTR Acquisition Co., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 3,750,000 units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 20 below.
FORM OF INDEMNIFICATION AGREEMENT] INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2007 • NTR Acquisition Co. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2007, by and between NTR Acquisition Co., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF AMENDED AND RESTATED WARRANT AGREEMENT] NTR ACQUISITION CO. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant AgentWarrant Agreement • January 26th, 2007 • NTR Acquisition Co. • Blank checks • New York
WARRANT AGREEMENT dated as of June 20, 2006 (the “Original Agreement”), and amended and restated as of [ ], 2007, between NTR Acquisition Co., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (as so amended and restated, the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENT dated as of among NTR ACQUISITION CO. and OCCIDENTAL PETROLEUM INVESTMENT CO.Registration Rights Agreement • November 5th, 2007 • NTR Acquisition Co. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______________________, 2007, by and among NTR ACQUISITION CO., a Delaware corporation (the “Company”) and OCCIDENTAL PETROLEUM INVESTMENT CO., a California corporation (“Occidental”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT] INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2007 • NTR Acquisition Co. • Blank checks • New York
Pursuant to Section 3(ii) of the Investment Management Trust Agreement between NTR Acquisition Co. (the “Company”) and American Stock Transfer & Trust Company dated as of , 200 (the “Trust Agreement”), we hereby authorize you to disburse from theTrust Account proceeds from the Property, as defined in the Trust Agreement, equal to $ , to via wire transfer on , 200 .
NTR ACQUISITION CO. INITIAL FOUNDERS’ SECURITIES PURCHASE AGREEMENTInitial Founders’ Securities Purchase Agreement • June 28th, 2006 • NTR Acquisition Co. • New York
THIS INITIAL FOUNDERS’ SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 20, 2006, is entered into by and among NTR Acquisition Co., a Delaware corporation (the “Company”) and NTR Partners LLC, a Delaware limited liability company (the “Purchaser”).
STOCK PURCHASE AGREEMENT BETWEEN CASEY CO. AND NTR ACQUISITION CO. DATED AS OF NOVEMBER 2, 2007Stock Purchase Agreement • November 5th, 2007 • NTR Acquisition Co. • Blank checks
This Stock Purchase Agreement (this “Agreement”) is entered into as of November 2, 2007 by and between Casey Co., a California corporation (“Seller”) and NTR Acquisition Co., a Delaware corporation (“Buyer”). Buyer and Seller are referred to collectively herein as the “Parties.”
Form of Letter Agreement for Directors and Officers of NTR Acquisition Co.]Letter Agreement for Directors and Officers • January 26th, 2007 • NTR Acquisition Co. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NTR Acquisition Co., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. as representative (the “Representative”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
TERMINATION AGREEMENT AND MUTUAL RELEASETermination Agreement • April 4th, 2008 • NTR Acquisition Co. • Petroleum refining • California
This Termination Agreement and Mutual Release (this “Agreement”), dated as of April 3, 2008, is entered into by and between Casey Co., a California corporation (“Casey”) and NTR Acquisition Co., a Delaware corporation (“NTR,” and together with Casey, the “parties,” and each, a “party”).
FORM OF ADDITIONAL FOUNDERS’ WARRANTS PURCHASE AGREEMENT] NTR ACQUISITION CO. ADDITIONAL FOUNDERS’ WARRANTS PURCHASE AGREEMENTAdditional Founders’ Warrants Purchase Agreement • January 26th, 2007 • NTR Acquisition Co. • Blank checks • New York
THIS ADDITIONAL FOUNDERS’ WARRANTS PURCHASE AGREEMENT (this “Agreement”), dated as of , 2007, is entered into by and among NTR Acquisition Co., a Delaware corporation (the “Company”), and the several persons and entities named on the signature pages hereto (each, a “Purchaser”).
CANCELLATION AND RELEASE AGREEMENTCancellation and Release Agreement • January 28th, 2009 • NTR Acquisition Co. • Petroleum refining • New York
This Cancellation and Release (this “Agreement”) is entered into as of January 26, 2009, between NTR Partners LLC, a Delaware limited liability company (“Releasor”) and NTR Acquisition Co., a Delaware corporation (“Releasee”).
FORM OF SHAREHOLDERS RIGHTS AGREEMENT By and between NTR ACQUISITION CO., NTR PARTNERS LLC and OCCIDENTAL PETROLEUM INVESTMENT CO. Dated _________________Shareholders Rights Agreement • November 5th, 2007 • NTR Acquisition Co. • Blank checks • New York
This Shareholders Rights Agreement (this “Agreement”) is made and entered into as of the ______ day of __________, 200__ by and among NTR ACQUISITION CO, a Delaware corporation (the “Company”), NTR PARTNERS LLC, a Delaware limited liability company (“Partners”), the other signers of this Agreement (“Additional Holders”) and OCCIDENTAL PETROLEUM INVESTMENT CO., a California corporation (“Occidental”).
Form of Letter Agreement for NTR Partners LLC]Underwriting Agreement • October 2nd, 2006 • NTR Acquisition Co. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NTR Acquisition Co., a Delaware corporation (the “Company”), Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 8 hereof.
Form of Letter Agreement for NTR Investors LLC]Underwriting Agreement • October 2nd, 2006 • NTR Acquisition Co. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NTR Acquisition Co., a Delaware corporation (the “Company”), Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 8 hereof.
Form of Letter Agreement for Directors and Officers of NTR Acquisition Co.]Letter Agreement for Directors and Officers • October 2nd, 2006 • NTR Acquisition Co. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NTR Acquisition Co., a Delaware corporation (the “Company”), Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
Form of Letter Agreement for NTR Partners LLC, Altamira Ventures I LP, Hendricks Family LLLP, Gilliam Enterprises LLC, and Sewanee Partners III, L.P.]Underwriting Agreement • January 26th, 2007 • NTR Acquisition Co. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NTR Acquisition Co., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. as representative (the “Representative”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
SERIES A SENIOR CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT By and between NTR ACQUISITION CO. and OCCIDENTAL PETROLEUM INVESTMENT COStock Purchase Agreement • November 5th, 2007 • NTR Acquisition Co. • Blank checks • New York
THIS SERIES A SENIOR CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day of November, 2007, by and between NTR Acquisition Co., a Delaware corporation (the “Company”), and Occidental Petroleum Investment Co., a California Corporation (“Occidental”).
