Exhibit 10.2
[Form of Letter Agreement for
NTR Investors 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”).
3.
The undersigned acknowledges and
agrees that the Company will not consummate an Initial Business
Combination involving a company that is affiliated with the
undersigned or any of its affiliates.
4.
Neither the undersigned nor any
affiliate of the undersigned will be entitled to receive and will
not accept a finder’s fee, consulting fee or any other
compensation from the Company for services rendered. Subject to the
review and approval of the Company’s Audit Committee, the
undersigned shall be entitled to reimbursement from the Company for
its out-of-pocket expenses incurred in connection with seeking and
consummating an Initial Business Combination.
5.
Neither the undersigned nor any
affiliate of the undersigned will accept a finder’s fee,
consulting fee or any other compensation or fees from any other
entity in connection with an Initial Business Combination, other
than compensation or fees that may be receive
