Exhibit 10.12


CORPORATE OPPORTUNITY AGREEMENT


          THIS
CORPORATE OPPORTUNITY AGREEMENT, dated as of October 20, 2009 (the “Agreement”),
is made and entered into by and among NRDC ACQUISITION CORP., a Delaware
corporation (the “Company”), and ROBERT C. BAKER (the “Baker”), a
member of the Board of Directors of the Company (the “Board”). 


          WHEREAS,
Baker currently engages in, and may in the future engage in, the same or
similar activities or lines of business and has an interest in the same areas
and types of corporate opportunities as those in which the Company, directly or
indirectly, may engage or have an interest and/or other business activities
that overlap with or compete with those in which the Company, directly or
indirectly, may engage. 


          WHEREAS,
the Board recognizes the benefits to be derived by the Company and its
stockholders through the Company’s continued contractual, corporate and
business relations with Baker (including his service as a director of the
Company). 


          WHEREAS,
the Board has determined that it is advisable and in the best interests of the
Company and its stockholders to enter into this Agreement to regulate and
define the conduct of certain affairs of the Company regarding certain classes
and categories of business opportunities as they may involve Baker and the
powers, rights, duties and liabilities of the Company in connection therewith. 


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


          Section
1.          Corporate
Opportunity. The Company renounces any interest or
expectancy in, or in being offered the opportunity to participate in, any
Corporate Opportunity not allocated to it pursuant to this Agreement to the
fullest extent permitted by applicable law. 


                    Section
1.1.     To the fullest extent permitted by applicable
law, Baker shall have no obligation to refrain from competing with the Company,
making investments in competing businesses or otherwise engaging in any
commercial activity that competes with the Company, unless such investment or
activity is a Restricted Opportunity (as defined herein). 


                    Section
1.2.     To the fullest extent permitted by applicable
law, the Company renounces any right, interest or expectancy with respect to
any such particular investment or activity that is not a Restricted
Opportunity, undertaken by Baker, and Baker shall not be obligated to
communicate, offer or present any potential transaction, matter or opportunity
that is not a Restricted Opportunity to the Company. 


                    Section
1.3.     To the fullest extent permitted by applicable
law, in the event that Baker acquires knowledge of a potential transaction or
matter that is not a Restricted Opportunity and which may, but for the
provisions of this Agreement, be a Corporate Opportunity for the 





Company, Baker shall have no duty to communicate or offer such
Corporate Opportunity to the Company and Baker may pursue or acquire such
Corporate Opportunity for himself, direct such Corporate Opportunity to another
person, and shall not be obligated to communicate information regarding such
Corporate Opportunity to the Company, and the Company hereby renounces any
interest or expectancy in such Corporate Opportunity that is not a Restricted
Opportunity. 


                    Section
1.4.     The Company acknowledges that this Section 1
renounces specified business opportunities as contemplated by Section 122(17)
of the General Corporation Law of the State of Delaware. 


                    Section
1.5.     For purposes of this Agreement, a “Corporate
Opportunity” shall mean any investment or business opportunity which the Company
is financially able to undertake and is either within the Company’s line of
business or is an opportunity in which the Company has an interest or
expectancy. For purposes of this Agreement, a “Restricted Opportunity” shall
mean a transaction, matter or opportunity offered to Baker solely and expressly
by virtue of Baker being a member of the Board of Directors of the Company. 


          Section
2.          Termination.
This Agreement may be terminated by mutual written
consent of the Company and Baker. Notwithstanding the foregoing, this Agreement
may be terminated by the Company upon 10 days advance written notice to Baker
if the Board determines that terminating the Agreement is in the best interests
of the stockholders and the Company. 


          Section
3.          Amendments.
Neither the alteration, amendment or repeal of this Agreement nor the adoption
of any provision inconsistent with this Agreement shall eliminate or reduce the
effect of this Agreement in respect of any action taken, matter occurring, or
any cause of action, suit or claim that, but for this Agreement, would accrue
or arise, prior to such alteration, amendment, repeal or adoption. 


          Section
4.          Assignment;
Parties in Interest. Neither this Agreement nor
any of the rights, duties, or obligations of any party hereunder may be
assigned or delegated by any party hereto except with the prior written consent
of the Company and Baker. This Agreement shall not confer any rights or
remedies upon any other parties (including, without limitation, any other
director, officer or employee of the Company) other than the parties hereto and
their respective permitted successors and assigns. 


          Section
5.          Entire
Agreement. This Agreement embodies the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements with respect thereto. 


          Section
6.          Governing Law.
This Agreement shall be construed, interpreted and the rights of the parties
determined in accordance with the laws of the State of Delaware without
reference to the choice of laws provisions thereof. Each of the parties to this
Agreement hereby irrevocably and unconditionally (i) agrees to be subject to,
and hereby consents and submits to, the jurisdiction of the Court of Chancery
of the State of Delaware for any litigation arising out of or relating to this
Agreement, (ii) waives any objection to the laying of venue of any such 


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litigation in the Court of Chancery of the State
    of Delaware, and (iii) agrees not to plead or claim in the Court of Chancery
    of the State of Delaware that such litigation brought therein has been brought
    in an inconvenient forum. Each of the parties to this Agreement hereby appoints
    Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington,
    Delaware 19808, as its agent for service of process in the State of Delaware
    and agrees to service of process in any litigation arising out of or relating
    to this Agreement by service upon such agent or by certified mail, return
    receipt requested, postage prepaid to it at its address for notice as provided
in this Agreement. 


          Section
7.          Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
The parties hereto agree that they will use their best efforts at all times to
support and defend this Agreement. 


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          IN WITNESS
WHEREOF, the parties hereto intending to be legally bound have duly executed
this Agreement, as of the day and year first above written. 


	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Robert
 C. Baker

 
	
  

 	
  

 	

 
 
	
  

 	
 Name: Robert
 C. Baker

 
	
  

 	
  

 	
  

 
	
  

 	
 NRDC ACQUISITION CORP.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Richard
 A. Baker

 
	
  

 	
  

 	

 

 
	
  

 	
 Name:
 Richard A. Baker

 
	
  

 	
 Title: Chief
 Executive Officer