Exhibit 10.1
[Form of Letter Agreement for
NTR Partners LLC]
, 2006
NTR Acquisition Co.
100 Mill Plain Road, Suite 320
Danbury, Connecticut 06811
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Re:
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Initial Public Offering of NTR Acquisition
Co.
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Ladies and Gentlemen:
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.
In order to induce the Company and
the Underwriters to enter into the Underwriting Agreement and to
proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees with the Company as follows:
1.
If the Company seeks approval of its
stockholders of an Initial Business Combination, the undersigned
will vote any IPO Shares owned directly or indirectly by it in
favor of the Initial Business Combination.
2.
In the event that the Company fails
to consummate an Initial Business Combination within 24 months from
the effective date (the “Effective Date”) of the
registration statement relating to the IPO (the “Registration
Statement”), the undersigned will take all reasonable actions
within its power to (a) cause the Trust Account to be liquidated
and distributed to the holders of the IPO Shares and the Private
Placement Shares as soon as reasonably practicable
and (b) cause the Company to
liquidate as soon as reasonably practicable (the earliest date on
which the conditions in clauses (a) and (b) are both satisfied
being the “Liquidation Date”). The undersigned hereby
waives any and all right, title, interest or claim of any kind (any
“Claim”), in or to any distributions of the Trust
Account as a result of such distribution, or to any other amounts
distributed in connection with a liquidating distribution of the
Company with respect to its Initial Founders’ Shares (any
“Claim”), and hereby waives any Claim the undersigned
may have in the future as a result of, or arising out of, any
contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever; provided that
the foregoing shall not apply to any IPO Shares acquired by the
undersigned. The undersigned hereby agrees that the Company shall
be entitled to reimbursement from the undersigned for any
distribution of the Trust Account or any other amounts distributed
by the Company in connection with a liquidating distribution
received by the undersigned in respect of its Initial
Founders’ Shares. If, in connection with adopting a plan of
dissolution and distribution in accordance with Section 281(b) of
the Delaware General Corporation Law, there are insufficient assets
to pay or make reasonable provision for all then-existing or then
pending claims and obligations and all claims that have not yet
been made known or have not arisen but that based on facts known at
the time are likely to arise or to become known within 10 years
after the date of dissolution, from funds held outside the Trust
Account or from interest income on the Trust Account bal
