efc7-1945_6276831exh108.htm


    Exhibit
      10.8

     

     

    PROMISSORY
      NOTE

     

    
      
        	
                $200,000.00

              	
                As
                  of July 13, 2007

              


      

    

    


    NRDC
      ACQUISITION CORP. (the “Maker”) promises to pay to the
      order of NRDC Capital Management, LLC (the “Payee”) the
      principal sum of two hundred thousand dollars ($200,000.00) in lawful money
      of
      the United States of America on the terms and conditions described
      below.

     

    1.
      Principal.  The principal balance of this Promissory Note (this
“Note”) shall be repayable on the earlier of (a) July 13,
      2009, or (b) the date on which Maker consummates an initial public offering
      of its securities.

     

    2.
      Interest.  No Interest shall accrue on the unpaid principal
      balance of this Note.

     

    3.
      Events of Default.  Each of the following shall constitute an
“Event of Default”:

     

    (a)
      Failure to Make Required Payments.  Failure by Maker to pay the
      principal of this Note within five (5) business days following the date
      when due. A “business day” for these purposes means any weekday
      on which banking or trust institutions in New York are not authorized generally
      or obligated by law, regulation or executive order to close.

     

    (b)
      Voluntary Bankruptcy, Etc.  The commencement by Maker of a
      voluntary case under the Federal Bankruptcy Code, as now constituted or
      hereafter amended, or any other applicable federal or state bankruptcy,
      insolvency, reorganization, rehabilitation or other similar law, or the consent
      by it to the appointment of or taking possession by a receiver, liquidator,
      assignee, trustee, custodian, sequestrator (or other similar official) of Maker
      or for any substantial part of its property, or the making by it of any
      assignment for the benefit of creditors, or the failure of Maker generally
      to
      pay its debts as such debts become due, or the taking of corporate action by
      Maker in furtherance of any of the foregoing.

     

    (c)
      Involuntary Bankruptcy, Etc.  The entry of a decree or order
      for relief by a court having jurisdiction in the premises in respect of Maker
      in
      an involuntary case under the Federal Bankruptcy Code, as now constituted or
      hereafter amended, or any other applicable federal or state bankruptcy,
      insolvency or other similar law, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of Maker or for any
      substantial part of its property, or ordering the winding-up or liquidation
      of
      its affairs, and the continuance of any such decree or order unstayed and in
      effect for a period of sixty (60) consecutive days.

     

    4.
      Remedies.

     

    (a)  Upon
      the occurrence of an Event of Default specified in Section 3(a), Payee may,
      by written notice to Maker, declare this Note to be due and payable, whereupon
      the principal amount of this Note, and all other amounts payable thereunder,
      shall become immediately due and payable without presentment, demand, protest
      or
      other notice of any kind, all of which are hereby expressly waived,
      notwithstanding anything contained herein or in the documents evidencing the
      same to the contrary.

     

    (b)  Upon
      the occurrence of an Event of Default specified in Sections 3(b) and 3(c),
      the
      unpaid principal balance of, and all other sums payable with regard to, this
      Note shall automatically and immediately become due and payable, in all cases
      without any action on the part of Payee.

     

    5.
      Waivers.  Maker and all endorsers and guarantors of, and
      sureties for, this Note waive presentment for payment, demand, notice of
      dishonor, protest, and notice of protest with regard to the Note, all errors,
      defects and imperfections in any proceedings instituted by Payee under the
      terms
      of this Note, and all benefits that might accrue to Maker by virtue of any
      present or future laws exempting any property, real or personal, or any part
      of
      the proceeds arising from any sale of any such property, from attachment, levy
      or sale under execution, or providing for any stay of execution, exemption
      from
      civil process, or extension of time for payment.

     

    6.
      Unconditional Liability.  Maker and all endorsers and
      guarantors of, and sureties for, this Note waive all notices in connection
      with
      the delivery, acceptance, performance, default, or enforcement of the payment
      of
      this Note, and agree that liability shall be unconditional, without regard
      to
      the liability of any other party, and shall not be affected in any manner by
      any
      indulgence, extension of time, renewal, waiver or modification granted or
      consented to by Payee, and consent to any and all extensions of time, renewals,
      waivers, or modifications that may be granted by Payee with respect to the
      payment or other provisions of this Note, and agree that additional makers,
      endorsers, guarantors, or sureties may become parties hereto without notice
      to
      them or affecting their liability hereunder.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7.
      Notices.  Any notice called for hereunder shall be deemed
      properly given if (a) sent by certified mail, return receipt requested,
      (b) personally delivered, (c) dispatched by any form of private or
      governmental express mail or delivery service providing receipted delivery,
      or
      (d) sent by facsimile, to the principal office of Maker or the home address
      of Payee as indicated on the books and records of Maker. Notice shall be deemed
      given on the earlier of (i) actual receipt by the receiving party,
      (ii) the date shown on a facsimile transmission confirmation,
      (iii) the date reflected on a signed delivery receipt, or (iv) two
      (2) business days following tender of delivery or dispatch by express mail
      or delivery service.

     

    8.
      Construction.  This Note shall be governed by, construed and
      enforced in accordance with, the laws of the State of New York, without giving
      effect to the conflicts of laws principles thereof.

     

    9.
      Severability.  Any provision contained in this Note which is
      prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
      be ineffective to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions hereof, and any such prohibition or
      unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

     

     

     

    IN
      WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
      caused this Promissory Note to be duly executed by the authorized officer named
      below the day and year first above written.

     

    


    
      	 	NRDC
              ACQUISITION
              CORP.	 
	 	 	 	 
	
               

            	
              /s/
                RICHARD BAKER

            	 
	 	By:
	Richard
              Baker	 
	 	Title:	Chief
              Executive Officer	 
	 	 	 	 


    

     

     

    
 

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