efc7-2356_6305456ex1018.htm


    Exhibit
      10.18

     

    NRDC
      ACQUISITION CORP.

     

    CO-INVESTMENT
      AGREEMENT

     

    THIS
      CO-INVESTMENT AGREEMENT (this “Agreement”), dated as
      of [●], 2007, is entered into by and between NRDC Acquisition
      Corp., a Delaware corporation (the “Company”) and
NRDC Capital Management, LLC, a Delaware limited liability
      company (the “Purchaser”).

     

    WHEREAS,
      the Company intends to file a registration statement (the “Registration
      Statement”) for the initial public offering of units (the
“Initial Public Offering”), each unit consisting of one share
      of the common stock, par value $0.0001 per share, of the Company
      (“Common Stock”), and one warrant to purchase one share of
      Common Stock at an exercise price of $7.50 per share.

     

    WHEREAS,
      immediately prior to the completion of the Company’s initial merger, capital
      stock exchange, stock purchase, asset acquisition or other similar business
      combination with one or more operating businesses (a “Business
      Combination”), the Purchaser desires to purchase and the Company
      desires to issue and sell, upon the terms and conditions set forth in this
      Agreement, for an aggregate purchase price of $20,000,000 (the
“Co-Investment Units Purchase Price”), 2,000,000 Co-Investment
      Units (the “Co-Investment Units”) at $10.00 per unit, each unit
      consisting of one share of Common Stock (“Co-Investment Common
      Stock”) and one warrant to purchase one share of Common Stock at an
      exercise price of $7.50 per share (“Co-Investment
      Warrants”).

     

    NOW
      THEREFORE, in consideration of the mutual promises contained in this Agreement
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties to this Agreement hereby agree as
      follows:

     

    Section
      1.
AUTHORIZATION, PURCHASE AND SALE; TERMS OF THE CO-INVESTMENT UNITS,
      CO-INVESTMENT SHARES AND CO-INVESTMENT WARRANTS.

     

    A.
      Authorization of the Co-Investment Units, Co-Investment Common Stock,
      Co-Investment Warrants, and the shares of Common Stock underlying the
      Co-Investment Warrants. The Company has duly authorized the issuance and sale
      to
      the Purchaser of each of the Co-Investment Units, Co-Investment Common Stock,
      Co-Investment Warrants, and the shares of Common Stock underlying the
      Co-Investment Warrants (collectively, the
“Securities”).

     

    B.
      Purchase and Sale of the Co-Investment Units. Immediately prior to the
      completion of the Business Combination (the “Closing Date”),
      which will not occur until after the approval of the Business Combination by
      the
      requisite vote of the Company’s stockholders, the Company shall issue and sell
      to the Purchaser and the Purchaser shall purchase from the Company, the
      Co-Investment Units for the Co-Investment Units Purchase Price. On the Closing
      Date, the Company shall deliver certificates evidencing the Co-Investment Units,
      registered in the Purchaser’s name, upon the payment by the Purchaser of the
      Co-Investment Units Purchase Price, by wire transfer of immediately available
      funds to the Company in accordance with the Company’s wiring instructions. In
      the event that the Company fails to consummate the Business Combination within
      24 months from the consummation of its Initial Public Offering, Purchaser’s
      obligation to purchase the Co-Investment Units shall be null and void and of
      no
      further force and effect.

     

    C.
      Terms of the Co-Investment Units, Co-Investment Common Stock and
      Co-Investment Warrants.

     

    (i)
      Co-Investment Units.  Each Co-Investment Unit shall have
      the terms set forth in the Co-Investment Unit Certificate attached as EXHIBIT
      A
      hereto.

     

    (ii)
      Co-Investment Common Stock.  The Co-Investment Common
      Stock shall have the terms set forth in the Second and Amended Certificate
      of
      Incorporation of the Company, as may be amended and restated

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    from
      time
      to time, (the “Certificate of Incorporation”) and the
      Co-Investment Common Stock Certificate attached as EXHIBIT B
      hereto.

     

    (iii)
      Co-Investment Warrants.  The Co-Investment Warrants
      shall have the terms set forth in the Warrant Certificate and the Warrant
      Agreement set forth as EXHIBIT C hereto (the “Warrant
      Agreement”).

     

    (iv)
      Transfer Restrictions.

     

    (a)
      During the period from the Closing Date until one (1) year after the
      consummation of an initial Business Combination (the “Lock-Up
      Period”), with respect to the Securities, the Purchaser shall not (i)
      sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
      any
      option to purchase or otherwise dispose of or agree to dispose of, directly
      or
      indirectly, or establish or increase a put equivalent position or liquidate
      or
      decrease a call equivalent position within the meaning of Section 16 of the
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      of
      the SEC promulgated thereunder with respect to, any Securities, (ii) enter
      into
      any swap or other arrangement that transfers to another, in whole or in part,
      any of the economic consequences of ownership of the Securities, whether any
      such transaction is to be settled by delivery of securities, in cash or
      otherwise, or (iii) publicly announce an intention to effect any transaction
      specified in clause (i) or (ii). Notwithstanding the foregoing, the Purchaser
      may sell or transfer the Securities to a Permitted Transferee (as hereinafter
      defined) who agrees in writing with the Company to be subject to such transfer
      restrictions. The Purchaser acknowledges that the Co-Investment Warrants and
      the
      shares of Common Stock issuable upon exercise of the Co-Investment Warrants
      are
      subject to the restrictions on transfer set forth in the Warrant Agreement.
      “Permitted Transferee” means (a) any officer, director or
      employee of the Company; or (b) any member or other person or entity associated
      or affiliated with NRDC Capital Management, LLC and its current or former
      members.

    


    (b)
      If
      (i) during the last 17 days of the Lock-Up Period, the Company issues material
      news or a material event relating to the company occurs or (ii) before the
      expiration of the Lock-Up period, the Company announces that material news
      or a
      material event relating to the Company will occur during the 16-day period
      beginning on the last day of the Lock-Up Period, said Lock-Up Period will be
      extended for up to 18 days beginning on the issuance of the material news or
      the
      occurrence of the material event.

    


    (c)
      The
      Purchaser agrees that after the Lock-Up Period has elapsed, the Securities
      shall
      only be transferable or saleable pursuant to a sale registered under the
      Securities Act of 1933, as amended (the “Securities Act”), or
      pursuant to an available exemption from registration, other than Regulations
      S
      of the Securities Act.

    


    (v)
      Registration Rights.  In connection with the closing of
      the Initial Public Offering, the Company and the Purchaser shall enter into
      an
      agreement (the “Registration Rights Agreement”) granting the
      Purchaser registration rights with respect to the Securities; provided however
      that such registration rights with respect to the Securities shall not become
      effective prior to the end of the applicable Lock-Up Period.

     

    Section
      2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     

    As
      a
      material inducement to the Purchaser to enter into this Agreement and purchase
      the Co-Investment Units, the Company hereby represents and warrants to the
      Purchaser that:

     

    A.
      Organization and Corporate Power.  The Company is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware.  The Company possesses all requisite
      corporate power and authority necessary to carry out the transactions
      contemplated by this Agreement and the Warrant Agreement.

     

    B.
      Authorization; No Breach.

     

    (i)
      Due Authorization.  The execution, delivery and
      performance of this Agreement and the Warrant Agreement have been duly
      authorized by the Company. This Agreement constitutes the valid and binding
      obligation of the Company, enforceable in accordance with its terms. The Warrant
      Agreement, and upon issuance in accordance with, and payment pursuant to, the
      terms of the Warrant Agreement and this Agreement, the Co-

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Investment
      Warrants, constitute valid and binding obligations of the Company, enforceable
      in accordance with their respective terms as of the Closing Date.

     

    (ii)
      Conflicts.  The execution and delivery by the Company of
      this Agreement, the Warrant Agreement and the sale and issuance of each of
      the
      Securities and the fulfillment of and compliance with the respective terms
      hereof and thereof by the Company, do not and will not as of the Closing Date
      (i) conflict with or result in a breach of the terms, conditions or provisions
      of, (ii) constitute a default under, (iii) result in the creation of any lien,
      security interest, charge or encumbrance upon the Company’s capital stock or
      assets, (iv) result in a violation of, or (v) require any authorization,
      consent, approval, exemption or other action by or notice or declaration to,
      or
      filing with, any court or administrative or governmental body or agency pursuant
      to the Certificate of Incorporation or the bylaws of the Company, as amended,
      or
      any material law, statute, rule or regulation to which the Company is subject,
      or any agreement, order, judgment or decree to which the Company is subject,
      except for any filings required after the date hereof under federal or state
      securities laws.

     

    C.
      Title to Securities.  Upon issuance in accordance with,
      and payment pursuant to, the terms hereof and the Warrant Agreement, as the
      case
      may be, each of the Securities will be duly and validly issued, fully paid
      and
      nonassessable. Upon issuance in accordance with, and payment pursuant to, the
      terms hereof and the Warrant Agreement, as the case may be, the Purchaser will
      have or receive good title to the Securities, free and clear of all liens,
      claims and encumbrances of any kind, other than (a) transfer restrictions
      hereunder and under the other agreements contemplated hereby, (b) transfer
      restrictions under federal and state securities laws, and (c) liens, claims
      or
      encumbrances imposed due to the actions of the Purchaser.

     

    D.
      Governmental Consents.  No permit, consent, approval or
      authorization of, or declaration to or filing with, any governmental authority
      is required in connection with the execution, delivery and performance by the
      Company of this Agreement or the Warrant Agreement, or the consummation by
      the
      Company of any other transactions contemplated hereby.

     

    Section
      3.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

     

    As
      a
      material inducement to the Company to enter into this Agreement and issue and
      sell the Co-Investment Units, the Purchaser hereby represents and warrants
      to
      the Company that:

     

    A.
      Capacity and State Law Compliance.  The Purchaser will
      engage in the transactions contemplated by this Agreement within a state in
      which the offer and sale of the Securities is permitted under applicable
      securities laws.

     

    B.
      Authorization; No Breach.

     

    (i)
      This Agreement constitutes a valid and binding obligation of the
      Purchaser, enforceable in accordance with its terms.

     

    (ii)
      The execution and delivery by the Purchaser of this Agreement and the
      fulfillment of and compliance with the respective terms hereof by the Purchaser
      does not conflict with or result in a breach of the terms, conditions or
      provisions of the certificate of formation or limited liability company
      agreement of the Purchaser or any other agreement, instrument, order, judgment
      or decree to which the Purchaser is subject.

     

    C.
      Investment Representations.

     

    (i)
      The Purchaser understands that no Co-Investment Warrants will be
      exercisable unless at the time of exercise (a) a registration statement relating
      to the shares of Common Stock issuable upon exercise of the Co-Investment
      Warrants is effective, (b) a prospectus relating to the shares of Common Stock
      issuable upon exercise of the Co-Investment Warrants is available for use,
      (c)
      the Common Stock has been registered or qualified or deemed to be exempt under
      the securities laws of the state of residence of the holder of the warrants,
      and
      (d) the last sales price of the Common Stock listed on the American Stock
      Exchange, or other national stock exchange in which

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    the
      Common Stock may be traded has equaled or exceeded $14.25 per share for any
      20
      trading days within any 30-trading-day period beginning at least 90 calendar
      days after the consummation of the Business Combination.

     

    (ii)
      The Purchaser has been furnished with all materials relating to the
      business, finances and operations of the Company and materials relating to
      the
      offer and sale of the Securities which have been requested by the
      Purchaser.  The Purchaser has been afforded the opportunity to ask
      questions of the executive officers and directors of the Company. The Purchaser
      understands that its investment in the Securities involves a high degree of
      risk. The Purchaser has sought such accounting, legal and tax advice as the
      Purchaser has considered necessary to make an informed investment decision
      with
      respect to the Purchaser’s acquisition of the Securities.

     

    (iii)
      The Purchaser understands that the Securities will be offered and will
      be
      sold to it in reliance on specific exemptions from the registration requirements
      of the United States federal and state securities laws and that the Company
      is
      relying upon the truth and accuracy of, and the Purchaser's compliance with,
      the
      representations and warranties of the Purchaser set forth herein in order to
      determine the availability of such exemptions and the eligibility of the
      Purchaser to acquire such Securities.

     

    (iv)
      The Purchaser did not decide to enter into this Agreement as a result
      of
      any general solicitation or general advertising within the meaning of Rule
      502(c) under the Securities Act.

     

    (v)
      The Purchaser understands that no United States federal or state agency
      or any other government or governmental agency has passed on or made any
      recommendation or endorsement of the Securities or the fairness or suitability
      of the investment in the Securities by the Purchaser nor have such authorities
      passed upon or endorsed the merits of the offering of the
      Securities.

     

    (vi)
      The Purchaser understands that: (a) the Securities have not been and
      are
      not being registered under the Securities Act or any state securities laws,
      and
      may not be offered for sale, sold, assigned or transferred unless (A)
      subsequently registered thereunder or (B) sold in reliance on an exemption
      therefrom; and (b) except as specifically set forth in the Registration Rights
      Agreement, neither the Company nor any other person is under any obligation
      to
      register the Securities under the Securities Act or any state securities laws
      or
      to comply with the terms and conditions of any exemption thereunder. In this
      regard, the Purchaser understands that the Securities and Exchange Commission
      has taken the position that promoters or affiliates of a blank check company
      and
      their transferees, both before and after a Business Combination, are deemed
      to
      be “underwriters” under the Securities Act when reselling the securities of a
      blank check company. Based on that position, Rule 144 adopted pursuant to the
      Securities Act would not be available for resale transactions of the Securities
      despite technical compliance with the requirements of such Rule, and the
      Securities can be resold only through a registered offering or in reliance
      upon
      another exemption from the registration requirements of the Securities Act.
      The
      Purchaser is able to bear the economic risk of its investment in the Securities
      for an indefinite period of time.

     

    (vii)
      The Purchaser has such knowledge and expertise in financial and business
      matters, knows of the high degree of risk associated with investments generally
      and particularly investments in the securities of companies in the development
      stage such as the Company, is capable of evaluating the merits and risks of
      an
      investment in the Securities and is able to bear the economic risk of an
      investment in the Securities in the amount contemplated hereunder. The Purchaser
      has adequate means of providing for its current financial needs and
      contingencies and will have no current or anticipated future needs for liquidity
      which would be jeopardized by the investment in the Securities. The Purchaser
      can afford a complete loss of its investment in the Securities.

     

    Section
      4.
CONDITIONS OF THE OBLIGATIONS OF THE PURCHASER AND THE
      COMPANY.

     

    Each
      of
      the Purchaser’s and the Company’s obligation to consummate the transactions
      contemplated hereby is subject to:

     

    A.
      The Company having entered into a definitive agreement relating to a
      Business Combination;

     

    B.
      The Business Combination having been approved by a majority of the votes
      cast by the Company’s public stockholders at a duly held stockholders
      meeting;

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    C.
      An amendment of the Company’s Certificate of Incorporation to provide for
      the Company’s perpetual existence having been approved by the holders of a
      majority of the Company’s outstanding shares of Common Stock; and

     

    D.
      Public stockholders of the Company owning fewer than 30% of the Company’s
      initial shares of common stock sold in the Initial Public Offering having both
      voted against the Company’s initial Business Combination and exercised their
      conversion rights.

     

    Section
      5.
MISCELLANEOUS.

     

    A.  Failure
      to
      Purchase.    

    


    Each
      of the Purchaser and the Company
      understands and agrees that in the event that the Purchaser fails to purchase
      the Co-Investment Units in accordance with, and subject to, the terms of this
      Agreement, without any further action required by any party, by its failure
      to
      purchase the Co-Investment Units the Purchaser shall have forfeited to the
      Company, and the Company shall have accepted from the Purchaser, at no cost
      to
      the Company, all shares of Common Stock, and all warrants (including any
      warrants purchased in a private placement immediately prior to the completion
      of
      the Initial Public Offering), held by the Purchaser prior to the completion
      of
      the Initial Public Offering.  For purposes of this Section 5(A), the
      term Purchaser shall include the Purchaser’s permitted transferees (as
      applicable).

    


    B.   Further
      Assurances.    

    


    The
      parties hereto shall execute and
      deliver such additional documents and take such additional actions as any party
      reasonably may deem to be practical and necessary in order to consummate the
      transactions contemplated by this Agreement.

    


    C.   Legends.

     

    (i)
      The certificates evidencing the Co-Investment Units and the Co-Investment
      Shares will include the legend set forth on EXHIBITS A AND B hereto,
      respectively, which the Purchaser has read and understood. The Co-Investment
      Warrants and Shares issued upon exercise of the Co-Investment Warrants will
      include the legend set forth in EXHIBIT A to the Warrant Agreement in the case
      of the Warrants and in the Warrant Agreement in the case of the Shares, which
      the Purchaser has read and understood.

     

    (ii)
      By accepting the Securities, the Purchaser agrees, prior to any transfer
      of the Securities, to give written notice to the Company expressing its desire
      to effect such transfer and describing briefly the proposed transfer. Upon
      receiving such notice, the Company shall present copies thereof to its counsel
      and the Purchaser agrees not to make any disposition of all or any portion
      of
      the Securities unless and until:

     

    (a)
      there is then in effect a registration statement under the Securities
      Act
      covering such proposed disposition and such disposition is made in accordance
      with such registration statement, in which case the legends set forth above
      with
      respect to the Securities sold pursuant to such registration statement shall
      be
      removed; or

     

    (b)
      if reasonably requested by the Company, (A) the Purchaser shall have
      furnished the Company with an opinion of counsel, reasonably satisfactory to
      the
      Company, that such disposition will not require registration of such Securities
      under the Securities Act, (B) the Company shall have received customary
      representations and warranties regarding the transferee that are reasonably
      satisfactory to the Company signed by the proposed transferee and (C) the
      Company shall have received an agreement by such transferee to the restrictions
      contained in the legends referred to in (i) hereof.

     

    Notwithstanding
      the foregoing, the
      Purchaser also understands and acknowledges that the transfer of the
      Co-Investment Units, Co-Investment Shares, Co-Investment Warrants and exercise
      of the Co-Investment Warrants

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    are
      subject to the specific conditions to such transfer or exercise as outlined
      herein and in the Warrant Agreement as to which the Purchaser specifically
      assents by its execution hereof.

     

    (iii)
      The Company may, from time to time, make stop transfer notations in
      its
      records and deliver stop transfer instructions to its transfer agent to the
      extent its counsel considers it necessary to ensure compliance with federal
      and
      state securities laws and the transfer restrictions contained elsewhere in
      this
      Agreement and the Warrant Agreement.

     

    D.
      Successors and Assigns.  Except as otherwise expressly
      provided herein, all covenants and agreements contained in this Agreement by
      or
      on behalf of any of the parties hereto shall bind and inure to the benefit
      of
      the respective successors of the parties hereto whether so expressed or not.
      Notwithstanding the foregoing or anything to the contrary herein, the parties
      may not assign this Agreement or their obligations hereunder.

     

    E.
      Severability.  Whenever possible, each provision of this
      Agreement shall be interpreted in such manner as to be effective and valid
      under
      applicable law, but if any provision of this Agreement is held to be prohibited
      by or invalid under applicable law, such provision shall be ineffective only
      to
      the extent of such prohibition or invalidity, without invalidating the remainder
      of this Agreement.

     

    F.
      Counterparts.  This Agreement may be executed
      simultaneously in two or more counterparts, none of which need contain the
      signatures of more than one party, but all such counterparts taken together
      shall constitute one and the same agreement.

     

    G.
      Descriptive Headings; Interpretation.  The descriptive
      headings of this Agreement are inserted for convenience only and do not
      constitute a substantive part of this Agreement. The use of the word “including”
in this Agreement shall be by way of example rather than by
      limitation.

     

    H.
      Governing Law.  This Agreement shall be deemed to be a
      contract made under the laws of the State of New York and for all purposes
      shall
      be construed in accordance with the internal laws of said State. The parties
      agree that, all actions and proceedings arising out of this Agreement or any
      of
      the transactions contemplated hereby, shall be brought in the United States
      District Court for the Southern District of New York or in a New York State
      Court in the County of New York and that, in connection with any such action
      or
      proceeding, submit to the jurisdiction of, and venue in, such court. Each of
      the
      parties hereto also irrevocably waives all right to trial by jury in any action,
      proceeding or counterclaim arising out of this Agreement or the transactions
      contemplated hereby.

     

    I.
      Notices.  All notices, demands or other communications
      to be given or delivered under or by reason of the provisions of this Agreement
      shall be in writing and shall be deemed to have been given when delivered
      personally to the recipient, sent to the recipient by reputable overnight
      courier service (charges prepaid) or mailed to the recipient by certified or
      registered mail, return receipt requested and postage prepaid. Such notices,
      demands and other communications shall be sent:

     

    
      	
               

            	
              If
                to the Company:

            	
              NRDC
                Acquisition Corp.

            


    

    
      	
               

            	
              3
                Manhattanville Road

            


    

    
      	
               

            	
              Purchase,
                NY 10577

            


    

    
      	
               

            	
              Tel.
                No.: (914) 272-8067

            


    

     

    
      	
               

            	
              If
                to the Purchaser:

            	
              NRDC
                Capital Management, LLC

            


    

    
      	
               

            	
              3
                Manhattanville Road

            


    

    
      	
               

            	
              Purchase,
                NY 10577

            


    

    
      	
               

            	
              Tel.
                No.: (914) 272-8067

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              In
                each case, with a copy to:

            	
               

            


    

    
      	 	
              Sidley
                Austin LLP 

            


      	
               

            	
              787
                Seventh Avenue

            


    

    
      	
               

            	
              New
                York, NY 10019

            


    

    
      	
               

            	
              Tel.
                No.: (212) 839-5300

            


    

    
      	
               

            	
              Fax
                No.: (212) 839-5599

            


    

     

    or
      to
      such other address or to the attention of such other person as the recipient
      party has specified by prior written notice to the sending party.

     

    J.
      No Strict Construction.  The parties hereto have
      participated jointly in the negotiation and drafting of this Agreement. In
      the
      event an ambiguity or question of intent or interpretation arises, this
      Agreement shall be construed as if drafted jointly by the parties hereto, and
      no
      presumption or burden of proof shall arise favoring or disfavoring any party
      by
      virtue of the authorship of any of the provisions of this
      Agreement.

     

    K.
      Costs and Expenses.  Each party shall bear its own costs
      and expenses in connection with the preparation of this Agreement and the
      transaction contemplated hereby, and neither party shall be obligated to
      reimburse the other party for any expenses incurred in
      connection  with the performance of this Agreement.

     

    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Co-Investment Agreement
      on the date first written above.

     

    
       

      
        	 	NRDC
                ACQUISITION
                CORP.	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	 	 
	 	Name:
Richard
                A. Baker	 
	 	Title:  
Chief
                Executive Officer	 
	 	 	 	 


      

       

       

      
        	 	NRDC
                CAPITAL MANAGEMENT,
                LLC	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 	 


      

       

       

    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    SPECIMEN
      OF CO-INVESTMENT UNIT CERTIFICATE

     

     

    

      
        	
                No.
                  U-

              	 	 	
                                     

              	 	UNITS


      

      
        	
                CUSIP
                  No.:

              	 	 	 


      

    

     

    NRDC
      ACQUISITION CORP.

     

    UNITS
      CONSISTING OF ONE SHARE OF COMMON STOCK AND

    ONE
      WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    THIS
      CERTIFIES THAT
                                        
                    
      is the owner of
                    
      Units.

     

    Each
      Unit
      (“Unit”) consists of one (1) share of common stock, par value $.0001
      per share (“Common Stock”), of NRDC Acquisition Corp., a Delaware
      corporation (the “Corporation”), and one (1) warrant (the
“Warrant”) of the Corporation. The Warrant entitles the holder to
      purchase one (1) share of Common Stock for $7.50 per share (subject to
      adjustment). The Warrant will become exercisable only after the date on which
      the last sales price of the Corporation’s common stock on the American Stock
      Exchange, or other national securities exchange on which the Corporation’s
      common stock may be traded, equals or exceeds $14.25 per share for any 20
      trading days within any 30-trading-day period beginning at least 90 calendar
      days after the consummation of the Corporation’s initial business combination.
      The terms of the Warrants are governed by a Warrant Agreement, dated as of
                          ,
      2007, between the Corporation and Continental Stock Transfer & Trust
      Company, as Warrant Agent, and are subject to the terms and provisions contained
      therein, all of which terms and provisions the holder of this certificate
      consents to by acceptance hereof. Copies of the Warrant Agreement are on file
      at
      the office of the Warrant Agent at 17 Battery Place, New York, NY 10004, and
      are
      available to any Warrant holder on written request and without
      cost.

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,
      SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
      FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO
      RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A CO-INVESTMENT AGREEMENT DATED
      [●], 2007, A COPY OF WHICH CAN BE OBTAINED FROM THE CORPORATION AT ITS EXECUTIVE
      OFFICES.

    


    This
      certificate is not valid unless countersigned by the Transfer Agent and
      Registrar of the Corporation.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Witness
      the facsimile seal of the Corporation and the facsimile signature of its duly
      authorized officers.

     

    NRDC
      ACQUISITION CORP.

    CORPORATE

    DELAWARE

    SEAL

    2007

     

    
      	
              By:

            	 	 	 
	 	
              Chief
                Executive Officer

            	 	
              President

            
	 	 	 	 
	 	 	 	 
	
              Countersigned
                By:

            	 	 	 
	 	
              Transfer
                Agent

            	 	 


    

     

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    NRDC
      ACQUISITION CORP.

     

    The
      Corporation will furnish without charge to each stockholder who so requests,
      a
      statement of the powers, designations, preferences and relative, participating,
      optional or other special rights of each class of stock or series thereof of
      the
      Corporation and the qualifications, limitations, or restrictions of such
      preferences and/or rights.

     

    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    


    
      	
              TEN COM

            	
              -

            	
              as
                tenants in common

            	
              UNIF GIFT MIN ACT
                -

            	
               

            	
              Custodian

            	 
	TEN
              ENT	-	as
              tenants by the entireties	 	
               (Cust)

            	 	
               (Minor)

            
	
              JT
                TEN

            	
              -

            	
              as
                joint tenants with right of

              survivorship
                and not as 

            	 	
              under
                Uniform Gifts to Minors Act
                                    

               

            
	 	 	tenants
              in common	 	(State)
	 	 	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    FOR
      VALUE
      RECEIVED,
                                        
                
      HEREBY SELL, ASSIGN AND TRANSFER UNTO

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

     

    
      
        

      



     

    
      
        

      



     

    
      
        

      

    

    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF

    ASSIGNEE)

     

    
      
        

      



     

    
      
        

      

       

      
        ______________________________________________________________
          UNITS REPRESENTED BY THE WITHIN
          CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
          __________________________ ATTORNEY
          TO TRANSFER THE SAID UNITS ON THE BOOKS OF THE WITHIN NAMED CORPORATION
WITH
          FULL
          POWER OF SUBSTITUTION IN THE PREMISES.

         

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              DATED:

            	 	 	 	
              
                 

              

            
	 	 	
              NOTICE:
                The signature to this assignment must correspond with the name as
                written
                upon the face of the certificate in every particular, without alteration
                or enlargement or any change whatsoever.

            
	 	 	 


    

    


    
      	 
	
              Signature(s)
                Guaranteed:

            
	 
	 	 
	
              THE
                SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
                WITH
                MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
                PURSUANT
                TO S.E.C. RULE 17Ad-15).

            	 


    

    


     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Exhibit
      B

     

    SPECIMEN
      CO-INVESTMENT COMMON STOCK CERTIFICATE

     

    


    
      

        
          	
                  No.

                	 	 	
                                       

                	 	SHARES


        

        
          	
                  CUSIP
                    No.:

                	 	 	 


        

      

    

     

    NRDC
      ACQUISITION CORP.

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

    COMMON
      STOCK


     

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    THIS
      CERTIFIES THAT

     

    IS
      THE
      OWNER OF

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF
      THE

    COMMON
      STOCK OF

    


     

    NRDC
      ACQUISITION CORP.

    TRANSFERABLE
      ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON
      SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID
      UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.
      WITNESS THE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY
      AUTHORIZED OFFICERS.

     

    DATED:

     

    NRDC
      ACQUISITION CORP.

    CORPORATE

    DELAWARE

    SEAL

    2007

     

    
      	
              By:

            	 	 	 
	 	
              Chief
                Executive Officer

            	 	
              President

            
	 	 	 	 
	 	 	 	 
	
              By:

            	 	 	 
	 	
              Transfer
                Agent 

            	 	 


    

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    
      	
              TEN COM

            	
              -

            	
              as
                tenants in common

            	
              UNIF GIFT MIN ACT
                -

            	
               

            	
              Custodian

            	 
	TEN
              ENT	-	as
              tenants by the entireties	 	
               (Cust)

            	 	
               (Minor)

            
	
              JT
                TEN

            	
              -

            	
              as
                joint tenants with right of

              survivorship
                and not as 

            	 	
              under
                Uniform Gifts to Minors Act
                                    

               

            
	 	 	tenants
              in common	 	(State)
	 	 	 	 	 


    

    


    Additional
      abbreviations may also be used though not in the above list.

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    NRDC
      ACQUISITION CORP.

     

    NRDC
      Acquisition Corp. (the “Corporation”) will furnish without charge to each
      stockholder who so requests the powers, designations, preferences and relative,
      participating, optional or other special rights of each class of stock or series
      thereof of the Corporation and the qualifications, limitations, or restrictions
      of such preferences and/or rights. This certificate and the shares represented
      thereby are issued and shall be held subject to all the provisions of the
      Corporation’s Second Amended and Restated Certificate of Incorporation and all
      amendments thereto and resolutions of the Board of Directors providing for
      the
      issue of shares of the Corporation’s Common Stock (copies of which may be
      obtained from the Corporation), to all of which the holder of this certificate
      by acceptance hereof assents.

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,
      SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
      FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO
      RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A CO-INVESTMENT AGREEMENT DATED
      [●], 2007, A COPY OF WHICH CAN BE OBTAINED FROM THE CORPORATION AT ITS EXECUTIVE
      OFFICES.

    


    
      FOR
        VALUE
        RECEIVED,
                                        
                
        HEREBY SELL, ASSIGN AND TRANSFER UNTO

       

      PLEASE
        INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

       

      
        
          

        



       

      
        
          

        



       

      
        
          

        

      

      (PLEASE
        PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

       

      
        
          

        



       

      
        
          

        

         

        ___________________________________________________
          SHARES OF
          THE CAPITAL STOCK
          REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE
          AND APPOINT _____________________ ATTORNEY
          TO TRANSFER THE SAID STOCK ON THE BOOKS
          OF
          THE WITHIN NAMED CORPORATION
          WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

         

      

    

    
       

       

       



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      



    


    
      	
              DATED:

            	 	 	 	
              
                 

              

            
	 	 	
              NOTICE:
                The signature to this assignment must correspond with the name as
                written
                upon the face of the certificate in every particular, without alteration
                or enlargement or any change whatsoever.

            
	 	 	 


    

    


    
      	 
	
              Signature(s)
                Guaranteed:

            
	 
	 	 
	
              THE
                SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
                WITH
                MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
                PURSUANT
                TO S.E.C. RULE 17Ad-15).

            	 


    

    


    


     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Exhibit
      C

     

    WARRANT
      CERTIFICATE AND

    WARRANT
      AGREEMENT