efc7-1945_6276847exh1010.htm


    Exhibit
      10.10

     

     

     

    NRDC
      ACQUISITION CORP.

     

    SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION
      AGREEMENT (the
      “Agreement”) is made as of the 13th day of July 2007, by
      and between NRDC Acquisition Corp., a Delaware corporation (the
“Company”), and NRDC Capital Management, LLC
      (“Purchaser”).

     

    WHEREAS,
      the Company desires to
      issue, and Purchaser desires to acquire, stock of the Company as herein
      described, on the terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE, IT
      IS AGREED
      between the parties as
      follows:

     

    1.
      Purchase and Sale of Stock.  Purchaser hereby agrees to
      purchase from the Company, and the Company hereby agrees to sell to Purchaser,
      an aggregate of seven million one hundred eighty seven thousand five hundred
      (7,187,500) shares of the Company’s Common Stock (the
“Stock”) at a price per share of $0.00348, for an aggregate
      purchase price of twenty five thousand dollars ($25,000.00). The closing
      hereunder, including payment for and delivery of the Stock, shall occur at
      the
      offices of the Company immediately following the execution of this Agreement,
      or
      at such other time and place as the parties may mutually agree.

     

    2.
      Limitations on Transfer.  Purchaser shall not assign,
      hypothecate, donate, encumber or otherwise dispose of any interest in the Stock
      except in compliance with applicable securities laws.

     

    3.
      Restrictive Legends.  All certificates representing the Stock
      shall have endorsed thereon legends in substantially the following forms (in
      addition to any other legend which may be required by other agreements between
      the parties hereto):

     

    (a)  “THE
      SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION
      OF
      THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE
      SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED
      WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS
      NOT REQUIRED.”

     

    (b)  Any
      legend required by appropriate blue sky officials.

     

    4.
      Investment Representations.  In connection with the purchase of
      the Stock, Purchaser represents to the Company the following:

     

    (a)  Purchaser
      is aware of the Company’s business affairs and financial condition and has
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Stock. Purchaser is purchasing the Stock
      for investment for Purchaser’s own account only and not with a view to, or for
      resale in connection with, any “distribution” thereof within the meaning of the
      Securities Act of 1933, as amended (the “Act”).

     

    (b)  Purchaser
      understands that the Stock has not been registered under the Act by reason
      of a
      specific exemption therefrom, which exemption depends upon, among other things,
      the bona fide nature of Purchaser’s investment intent as expressed
      herein.

     

    (c)  Purchaser
      further acknowledges and understands that the Stock must be held indefinitely
      unless the Stock is subsequently registered under the Act or an exemption from
      such registration is available. Purchaser understands that the certificate
      evidencing the Stock will be imprinted with a legend which prohibits the
      transfer of the Stock unless the Stock is registered or such registration is
      not
      required in the opinion of counsel for the Company.

     

    (d)  Purchaser
      is familiar with the provisions of Rule 144 under the Act (as in effect from
      time to time, “Rule 144”), which, in substance, permits limited
      public resale of “restricted securities” acquired, directly or indirectly, from
      the issuer thereof (or from an affiliate of such issuer), in a non-public
      offering subject to the satisfaction of certain conditions. Unless the Company
      registers the Stock under the Act, the Stock may be resold by Purchaser only
      in
      certain limited circumstances subject to the provisions of Rule 144, which
      requires, among other things: (i) the availability of certain public
      information about the Company and (ii) the resale occurring following the
      required holding period under Rule 144 after the Purchaser has purchased, and
      made full payment for (within the meaning of Rule 144), the securities to be
      sold.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  Purchaser
      further understands that, at the time Purchaser wishes to sell the Stock, there
      may be no public market upon which to make such a sale, and that, even if such
      a
      public market then exists, the Company may not be satisfying the current public
      information requirements of Rule 144, and that, in such event, Purchaser would
      be precluded from selling the Stock under Rule 144 even if the minimum holding
      period requirement had been satisfied. Notwithstanding Section 4(d) and
      this Section 4(e) hereof, Purchaser understands that Purchaser may be
      considered a promoter of the Company and understands that it is the position
      of
      the Securities and Exchange Commission (“SEC”) that promoters
      or affiliates of a blank check company and their transferees, both before and
      after a business combination, would act as an “underwriter” under the Act when
      reselling the securities of a blank check company. Accordingly, the SEC believes
      that those securities can be resold only through a registered offering and
      that
      Rule 144 would not be available for those resale transactions despite technical
      compliance with the requirements of Rule 144.

     

    (f)  Purchaser
      represents that Purchaser is an “accredited investor” as that term is defined in
      Rule 501 of Regulation D promulgated by the SEC under the Act.

     

    5.
No
      Employment Rights.  This Agreement is not an employment contract
      and, to the extent applicable, nothing in this Agreement shall affect in any
      manner whatsoever the right or power of the Company (or a parent or subsidiary
      of the Company) to terminate Purchaser’s employment or other relationship with
      the Company for any reason at any time, with or without cause and with or
      without notice.

     

    6.
      Miscellaneous.

     

    (a)
      Notices.  All notices required or permitted hereunder shall be
      in writing and shall be deemed effectively given: (i) upon personal
      delivery to the party to be notified; (ii) when sent by confirmed facsimile
      if sent during normal business hours of the recipient, and if not sent during
      normal business hours of the recipient, then on the next business day;
      (iii) five (5) calendar days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid; or (iv) one
      (1) business day after deposit with a nationally recognized overnight
      courier, specifying next day delivery, with written verification of receipt.
      All
      communications shall be sent to the other party hereto at such party’s address
      hereinafter set forth on the signature page hereof, or at such other address
      as
      such party may designate by ten (10) days advance written notice to the
      other party hereto.

     

    (b)
      Successors and Assigns.  This Agreement shall inure to the
      benefit of the successors and assigns of the Company and, subject to the
      restrictions on transfer herein set forth, be binding upon Purchaser and
      Purchaser’s successors and assigns.

     

    (c)
      Attorneys’ Fees; Specific Performance.  Purchaser shall
      reimburse the Company for all costs incurred by the Company in enforcing the
      performance by Purchaser of, or protecting the Company’s rights under, any part
      of this Agreement, including reasonable costs of investigation and attorneys’
fees.

     

    (d)
      Governing Law; Venue.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of New York without regard
      to
      conflicts of law thereof. The parties agree that any action brought by either
      party to interpret or enforce any provision of this Agreement shall be brought
      in, and each party agrees to and does hereby submit to the jurisdiction and
      venue of, the appropriate state or federal court for the district encompassing
      the Company’s principal place of business.

     

    (e)
      Further Execution.  The parties agree to take all such further
      action(s) as may be reasonably necessary to carry out and consummate this
      Agreement as soon as practicable, and to take whatever steps may be necessary
      to
      obtain any governmental approval in connection with, or otherwise qualify the
      issuance of the securities that are the subject of, this Agreement.

     

    (f)
      Independent Counsel. Purchaser acknowledges that this Agreement has been
      prepared on behalf of the Company by Sidley Austin LLP, counsel to the Company,
      and
      that Sidley Austin LLP does not represent, and is not acting on behalf of,
      Purchaser. Purchaser has been provided with an opportunity to consult with
      Purchaser’s own counsel with respect to this Agreement.

     

    (g)
      Entire Agreement; Amendment.  This Agreement constitutes the
      entire agreement between the parties with respect to the subject matter hereof
      and supersedes and merges all prior agreements or understandings, whether
      written or oral. This Agreement may not be amended, modified or revoked, in
      whole or in part, except by an agreement in writing signed by each of the
      parties hereto.

     

    
      
        
        

      

      
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    (h)
      Severability.  If one or more provisions of this Agreement are
      held to be unenforceable under applicable law, the parties agree to renegotiate
      such provision in good faith. In the event that the parties cannot reach a
      mutually agreeable and enforceable replacement for such provision, then
      (i) such provision shall be excluded from this Agreement, (ii) the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and (iii) the balance of the Agreement shall be enforceable in
      accordance with its terms.

     

    (i)
      Counterparts.  This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original and all of which
      together shall constitute one instrument.

     

    [Remainder
      of This Page Intentionally Left Blank]

     

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      as
      of the day and year first above written.

     

    


    


    
      	 	NRDC
              ACQUISITION CORP.	 
	 	 	 	 
	
               

            	
              By:
                

            	 /s/
              RICHARD BAKER	 
	 	Name:	Richard
              Baker	 
	 	Title:	Chief
              Executive Officer	 
	 	Address:
              	3
              Manhattanville Road, Purchase, New York 10577	 


    

     

    
      	 	NRDC
              CAPITAL MANAGEMENT, LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	 /s/
              FRANCIS CASALE	 
	 	Name:	Francis
              Casale	 
	 	Title:	Secretary	 
	 	Address:
              	3
              Manhattanville Road, Purchase, New York 10577	 


    

     

     

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