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] REGISTRATION RIGHTS AGREEMENT dated as of , 2007 among NTR ACQUISITION CO. and THE PERSONS NAMED HEREINRegistration Rights Agreement • January 26th, 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 the Persons listed on Schedule I hereto (each, a “Founder”).
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 .
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.
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”).
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.
