efc7-2356_6292367ex1017.htm


    Exhibit
      10.17

     

    FORM
      OF RIGHT OF FIRST OFFER AGREEMENT

     

    THIS
      RIGHT OF FIRST OFFER AGREEMENT (the “Agreement”) is
      made as of [•], 2007 by and among NRDC Acquisition Corp. (the
“Company”), NRDC Capital Management, LLC, NRDC Real Estate
      Advisors, LLC, NRDC Equity Partners LLC (the preceding three entities, the
      “Associated Entities”), William Mack, Robert Baker, Richard
      Baker and Lee Neibart (the “Associated Persons”), and each of
      the Independent Directors (as defined below) of the Company.

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Banc of America Securities LLC,
      as representative of the several underwriters (the
“Underwriters”), relating to an underwritten initial public
      offering (the “Offering”), of 30,000,000 of the Company’s units
      (the “Units”), each comprised of one share of the Company’s
      common stock, par value $0.0001 per share (the “Common Stock”),
      and one warrant exercisable for one share of Common Stock (each, a
“Warrant”); and

     

    WHEREAS,
      the Units sold in the Offering will be listed and traded on the American Stock
      Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the
      “Prospectus”) filed by the Company with the Securities and
      Exchange Commission; and

     

    WHEREAS,
      each of the Associated Persons is an (i) officer of the Company and director
      of
      the Company and (ii) affiliated with the Associated Entities; and

     

    WHEREAS,
      each of Messrs. Ronald Tysoe, Michael Indiveri, Edward Meyer, Vincent Tese
      and
      Ms. Laura Pomerantz is an independent director of the Company (each, an
“Independent Director”);

     

    WHEREAS,
      the Company, the Associated Entities, the Associated Persons and the Independent
      Directors desire to enter into this Agreement to minimize potential conflicts
      of
      interest which may arise from multiple corporate affiliations,

     

    IT
      IS
      AGREED:

     

    1.           Until
      the earlier of the Company’s completion of a Business Combination (as defined in
      the Underwriting Agreement), the liquidation of the Company, or until, in the
      case of each Independent Director, such time as when such Independent Director
      ceases to be a director of the Company, the Associated Entities, the Associated
      Persons and the Independent Directors each agree to:

     

    (a)           present
      to the Company for its consideration, prior to presentation to any other company
      or entity, any opportunity that each such Associated Entity, Associated Person
      or Independent Director may have to enter into a business combination with
      an
      operating business, subject to, in the case of each such Associated Person
      or
      Independent Director, any pre-existing fiduciary obligations such Associated
      Person or Independent Director might have, in which case such Associated Person
      or Independent Director, as applicable, will not present any potential business
      combination to the Company until after he or she has presented such potential
      business combination to each company or entity to which he or she has a
      pre-existing fiduciary obligation and each such company or entity has determined
      not to pursue such potential business combination;

     

    (b)           cause
      companies or entities under their management or control (including, without
      limitation, the Associated Entities) to present all opportunities to enter
      into
      a business combination with an operating business to the Company before any
      other company or entity; and

     

    (c)           not,
      and shall cause each other company or entity under their management or control
      (including, without limitation, the Associated Entities) not to, pursue a
      business combination with an operating business unless and until the Board
      of
      Directors of the Company, including a majority of the disinterested Independent
      Directors, has determined that the Company will not pursue such business
      combination.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.           This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflicts of law
      principles that would result in the application of the substantive laws of
      another jurisdiction. It may be executed in several original or facsimile
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument.

     

    3.           The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

     

    4.           Any
      notice or request to be given in connection with this Agreement shall be in
      writing and shall be sent by express mail or similar private courier service,
      by
      certified mail (return receipt requested), by hand delivery or by facsimile
      transmission:

     

    if
      to the
      Associated Entities, the Associated Persons or the Independent Directors, as
      applicable, to:

     

    NRDC
      Capital Management, LLC

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    NRDC
      Real
      Estate Advisors, LLC

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    NRDC
      Equity Partners

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    William
      L. Mack

    c/o
      NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    Robert
      C.
      Baker

    c/o
      NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    Richard
      A. Baker

    c/o
      NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    Lee
      S.
      Neibart

    c/o
      NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    Ronald
      W.
      Tysoe

    c/o
      NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    Laura
      Pomerantz

    c/o
      NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Michael
      J. Indiveri

    c/o
      NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    Edward
      H.
      Meyer

    c/o
      NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    Vincent
      Tese

    c/o
      NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

     

    if
      to the
      Company, to:

     

    NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York 10577

    Attn:  Francis
      Casale

    Fax
      No.:  (914) 272-8067

     

    with
      a
      copy to:

     

    Sidley
      Austin LLP

    787
      Seventh Avenue

    New
      York,
      New York 10022

    Attn:  Samir
      A. Gandhi, Esq.

    Fax
      No.:
      ( 212) 839-5599

     

     

    5.           Each
      of the Associated Entities and the Company hereby represents that it has the
      full right and power and has been duly authorized to enter into this Agreement
      and to perform its respective obligations as contemplated
      hereunder.

     

    6.           This
      Agreement constitutes the entire agreement and understanding of the parties
      hereto in respect of its subject matter and supersedes all prior understandings,
      agreements, or representations by or among the parties hereto, written or oral,
      to the extent they relate in any way to the subject matter hereof or the
      transactions contemplated hereby. This Agreement may not be amended, modified
      or
      waived as to any particular provision, except by a written instrument executed
      by all parties hereto.

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Right of First Offer
      Agreement as of the date first written above.

     

    
      	 	NRDC
              CAPITAL MANAGEMENT,
              LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              NRDC
                REAL ESTATE ADVISORS, LLC

            	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 



      	 	NRDC
              EQUITY PARTNERS
              LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 


    

     

    
      	 	 	 
	 	WILLIAM
              L. MACK	 
	
               

            	
               

            	 
	 	 	 
	 	 	 
	 	ROBERT
              C. BAKER	 
	 	 	 
	 	 	 
	 	 	 
	 	RICHARD
              A. BAKER	 
	 	 	 
	 	 	 
	 	 	 
	 	LEE
              S. NEIBART	 
	 	 	 
	 	 	 
	 	 	 
	 	RONALD
              W. TYSOE	 
	 	 	 
	 	 	 
	 	 	 
	 	LAURA
              POMERANTZ	 
	 	 	 
	 	 	 
	 	 	 
	 	MICHAEL
              J. INDIVERI	 
	 	 	 
	 	 	 
	 	 	 
	 	EDWARD
              H. MEYER	 
	 	 	 
	 	 	 
	 	 	 
	 	VINCENT
              TESE	 
	 	 	 


    

     

    
      	 	NRDC
              ACQUISITION CORP.	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 


    

     

     

    
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