Exhibit 10.13


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 WILLIAM L. MACK (the “Mack”), a
member of the Board of Directors of the Company (the “Board”). 


          WHEREAS,
Mack 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 Mack (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 Mack 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, Mack 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 Mack, and Mack 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 Mack 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, Mack shall have no duty to communicate or offer such Corporate
Opportunity to the Company and Mack 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 Mack solely and expressly
by virtue of Mack 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 Mack. Notwithstanding
the foregoing, this Agreement may be terminated by the Company upon 10 days
advance written notice to Mack 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 Mack. 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/ William
 L. Mack

 
	
  

 	
  

 	 

 
	
  

 	
 Name:  
 William L. Mack

 
	
  

 	
  

 	
  

 
	
  

 	
 NRDC ACQUISITION CORP.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Richard
 A. Baker

 
	
  

 	
  

 	 

 
	
  

 	
 Name:  
 Richard A. Baker

 
	
  

 	
 Title:  
 Chief Executive Officer