efc7-2356_6305234ex1011.htm


    Exhibit
      10.11

     

    NRDC
      ACQUISITION CORP.

     

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    THIS
      INVESTMENT MANAGEMENT TRUST AGREEMENT (the
“Agreement”) is made as of [•], 2007, by and between
NRDC Acquisition Corp., a Delaware corporation (the
      “Company”) and Continental Stock Transfer & Trust
      Company, a New York corporation (the
“Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, as amended, No. 333-144871
      (together with any registration statement filed pursuant to Rule 462(b), the
      “Registration Statement”), for its initial public offering (the
“IPO”) of units (the “Units”), each consisting of one share of
      the Company’s common stock, par value $0.0001 per share (the “Common
      Stock”), and one warrant (collectively, the
“Warrants”) to purchase one share of Common Stock, has been
      declared effective as of the date hereof by the Securities and Exchange
      Commission (the “Effective Date”); and

     

    WHEREAS,
      Banc of America Securities LLC is acting as the underwriter (the
“Underwriter”) in the IPO; and

     

    WHEREAS,
      the Company has agreed to sell certain of its securities to its existing
      stockholders in a private placement to be effected concurrently with the IPO
      (“Private Placement”); and

     

    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Certificate of Incorporation, as amended, $296,450,589 of the gross proceeds
      of
      the IPO and the sale of securities in the Private Placement ($339,875,589 if
      the
      Underwriters’ over-allotment option is exercised in full) will be delivered to
      the Trustee to be deposited and held in a trust account for the benefit of
      the
      Company and the public stockholders of the Common Stock issued in the IPO (the
      amount to be delivered to the Trustee will be referred to herein as the
“Property”; the stockholders for whose benefit the Trustee
      shall hold the Property will be referred to as the “Public
      Stockholders,” and the Public Stockholders and the Company will be
      referred to together as the “Beneficiaries”); and

     

    WHEREAS,
      a portion of the Property consists of $10,500,000 (or $12,075,000 if the
      Underwriters’ over-allotment option is exercised in full) attributable to the
      Underwriters’ discount (“Deferred Discount”) which the
      Underwriters have agreed to deposit in the Trust Account (defined below);
      and

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

     

    IT
      IS
      AGREED:

     

    1.           Agreements
      and Covenants of Trustee. The Trustee hereby agrees and covenants
      to:

     

    (a)           Hold
      the Property in trust for the Beneficiaries in accordance with the terms of
      this
      Agreement, in a segregated trust account (“Trust Account”)
      established by the Trustee at a branch of [•], selected by the
      Trustee;

     

    (b)           Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    (c)           In
      a timely manner, upon the written instruction of the Company, to invest and
      reinvest the Property in any “Government Security” within the
      meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended,
      having a maturity of 180 days or less, or in money market funds selected by
      the
      Company meeting the conditions specified in Rule 2a-7 promulgated under the
      Investment Company Act of 1940, as amended, as determined by the
      Company;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d)          Collect
      and receive, when due, all principal and income arising from the Property,
      which
      income, net of taxes, shall become part of the “Property,” as
      such term is used herein; provided, however, that,
      notwithstanding the foregoing or any contrary provision contained herein, the
      Trustee shall release to the Company an aggregate amount of up to $2,250,000
      from interest earned on the Trust Account, net of taxes, upon the Company’s
      demand, to fund working capital requirements;

     

    (e)           Notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

     

    (f)           Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns relating to income
      from the Property in the Trust Account or otherwise;

     

    (g)         
      Participate in any plan or proceeding for protecting or enforcing any right
      or
      interest arising from the Property if, as and when instructed by the Company
      in
      writing to do so;

     

    (h)          Render
      to the Company and to the Underwriter, and to such other person as the Company
      may instruct, monthly written statements of the activities of and amounts in
      the
      Trust Account reflecting all receipts and disbursements of the Trust
      Account;

     

    (i)           If
      there is any income or other tax obligation relating to the income from the
      Property in the Trust Account as determined by the Company, then, from time
      to
      time, at the written instruction of the Company, the Trustee shall promptly,
      to
      the extent there is not sufficient cash in the Trust Account to pay such tax
      obligation, liquidate such assets held in the Trust Account as shall be
      designated by the Company in writing, and disburse to the Company by wire
      transfer or by check, out of the Property in the Trust Account, the amount
      indicated by the Company as owing in respect of such income tax obligation;
      and

     

    (j)           Commence
      liquidation of the Trust Account only upon receipt of and only in accordance
      with the terms of a letter (the “Termination Letter”), in a
      form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, signed on behalf of the Company by
      its President or Chairman of the Board, and complete the liquidation of the
      Trust Account and distribute the Property in the Trust Account only as directed
      in the Termination Letter and the other documents referred to therein. The
      Trustee shall provide the Underwriter with a copy of any Termination Letter
      and/or any other correspondence that it receives with respect to any proposed
      withdrawal from the Trust Account promptly after it receives the
      same.

     

    2.           Limited
      Distributions Of Income From Trust Account.

     

    Except
      for an aggregate amount of up to $2,250,000 from the interest earned on the
      Trust Account, net of taxes, that the Trustee shall release to the Company
      upon
      the Company’s demand to fund working capital requirements, no distributions from
      the Trust Account shall be permitted except in accordance with Sections 1(i)
      and
      1(j) hereof. The Trustee shall have no responsibility or liability to verify
      calculations, qualify or otherwise approve Company requests for distributions
      pursuant to this Section 2.

     

    3.           Agreements
      and Covenants of the Company. The Company hereby agrees and covenants
      to:

     

    (a)           Give
      all instructions to the Trustee hereunder in writing, signed by the Company’s
      President or Chairman of the Board. In addition, except with respect to its
      duties under Sections 1(i) and 1(j) above, the Trustee shall be entitled to
      rely
      on, and shall be protected in relying on, any verbal or telephonic advice or
      instruction which it in good faith believes to be given by any one of the
      persons authorized above to give written instructions, provided that the Company
      shall promptly confirm such instructions in writing;

     

    (b)           Hold
      the Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or

     


    
      
        
        

      

      
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    any
      income earned from investment of the Property, except for expenses and losses
      resulting from the Trustee’s gross negligence or willful misconduct. Promptly
      after the receipt by the Trustee of notice of demand or claim or the
      commencement of any action, suit or proceeding, pursuant to which the Trustee
      intends to seek indemnification under this paragraph, it shall notify the
      Company in writing of such claim (hereinafter referred to as the
“Indemnified Claim”). The Trustee shall have the right to
      conduct and manage the defense against such Indemnified Claim, provided, that
      the Trustee shall obtain the consent of the Company with respect to the
      selection of counsel, which consent shall not be unreasonably withheld. The
      Company may participate in such action with its own counsel;

     

    (c)           Pay
      the Trustee an initial acceptance fee, an annual fee and a transaction
      processing fee for each disbursement made pursuant to Section 1(i) as set forth
      on Schedule A hereto, which fees shall be subject to modification by the
      parties from time to time. It is expressly understood that the Property shall
      not be used to pay such fees and further agreed that said transaction processing
      fees shall be deducted by the Trustee from the disbursements made to the Company
      pursuant to Section 1(i). The Company shall pay the Trustee the initial
      acceptance fee and first year’s fee at the completion of the IPO and thereafter
      on the anniversary of the Effective Date. The Trustee shall refund to the
      Company the annual fee (on a pro rata basis) with respect to any period after
      the liquidation of the Trust Fund. The Company shall not be responsible for
      any
      other fees or charges of the Trustee except as set forth in this Section 3(c)
      and as may be provided in Section 3(b) hereof (it being expressly understood
      that the Property shall not be used to make any payments to the Trustee under
      such Sections);

     

    (d)           Provide
      to the Trustee any letter of intent, agreement in principle or definitive
      agreement that is executed prior to [•], 2009 in connection with a Business
      Combination;

     

    (e)           In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and tabulating
      stockholder votes (which firm may be the Trustee) verifying the vote of the
      Company’s stockholders regarding such Business Combination; and

     

    (f)           if
      the Company does not effect a Business Combination within 24 months after
      completion of the IPO, the Company’s existence shall cease except for the
      purposes of the Company winding up its affairs and liquidating pursuant to
      Section 278 of the Delaware General Corporation Law, in which case as promptly
      as practicable thereafter the Company shall adopt a plan of distribution in
      accordance with Section 281(b) of the Delaware General Corporation Law. Upon the
      Company’s adoption of such plan of distribution, the Company shall promptly
      provide the Trustee a Termination Letter substantially in the form of Exhibit
      B hereto.

     

    4.           Limitations
      of Liability. The Trustee shall have no responsibility or liability
      to:

     

    (a)           Take
      any action with respect to the Property, other than as directed in Section
      1
      hereof, and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

     

    (b)           Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received written instructions
      from the Company given as provided herein to do so and the Company shall have
      advanced or guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c)           Change
      the investment of any Property, other than in compliance with Section
      1(c);

     

    (d)           Refund
      any depreciation in principal of any Property;

     

    (e)           Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

     


    
      
        
        

      

      
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    (f)           The
      other parties hereto or to anyone else for any action taken or omitted by it,
      or
      any action suffered by it to be taken or omitted, in good faith and in the
      exercise of its own best judgment, except for its gross negligence or willful
      misconduct. The Trustee may rely conclusively and shall be protected in acting
      upon any order, judgment, instruction, notice, demand, certificate, opinion
      or
      advice of counsel (including counsel chosen by the Trustee), statement,
      instrument, report or other paper or document (not only as to its due execution
      and the validity and effectiveness of its provisions, but also as to the truth
      and acceptability of any information therein contained) which is believed by
      the
      Trustee, in good faith, to be genuine and to be signed or presented by the
      proper person or persons. The Trustee shall not be bound by any notice or
      demand, or any waiver, modification, termination or rescission of this agreement
      or any of the terms hereof, unless evidenced by a written instrument delivered
      to the Trustee signed by the proper party or parties and, if the duties or
      rights of the Trustee are affected, unless it shall give its prior written
      consent thereto;

     

    (g)           Verify
      the correctness of the information set forth in the Registration Statement
      (other than information provided by the Trustee) or to confirm or assure that
      any acquisition made by the Company or any other action taken by it is as
      contemplated by the Registration Statement;

     

    (h)           As
      and to the extent requested from time to time by the Company, prepare, execute
      and file such tax reports, income or other tax returns and pay any taxes with
      respect to income and activities relating to the Trust Account, regardless
      of
      whether such tax is payable by the Trust Account or the Company (including
      but
      not limited to income tax obligations), it being expressly understood that
      as
      set forth in Section 1(i), if there is any income or other tax obligation
      relating to the Trust Account or the Property in the Trust Account, as
      determined from time to time by the Company and regardless of whether such
      tax
      is payable by the Company or the Trust, at the written instruction of the
      Company, the Trustee shall make funds available in cash from the Property in
      the
      Trust Account an amount specified by the Company as owing to the applicable
      taxing authority, which amount shall be paid directly to the Company by
      electronic funds transfer, account debit, check or other method of payment,
      and
      the Company shall forward such payment to the taxing authority; or

     

    (i)           Verify
      calculations, qualify or otherwise approve Company requests for distributions
      pursuant to Sections 1(i) and 2 above.

     

    5.           Termination.
      This Agreement shall terminate as follows:

     

    (a)           If
      the Trustee gives written notice to the Company that it desires to resign under
      this Agreement, the Company shall use its reasonable efforts to locate a
      successor trustee. At such time that the Company notifies the Trustee that
      a
      successor trustee has been appointed by the Company and has agreed to become
      subject to the terms of this Agreement, the Trustee shall transfer the
      management of the Trust Account to the successor trustee, including but not
      limited to the transfer of copies of the reports and statements relating to
      the
      Trust Account, whereupon this Agreement shall terminate; provided, however,
      that, in the event that the Company does not locate a successor trustee within
      ninety days of receipt of the resignation notice from the Trustee, the Trustee
      may submit an application to have the Property deposited with the United States
      District Court for the Southern District of New York and upon such deposit,
      the
      Trustee shall be immune from any liability whatsoever that arises due to any
      actions or omissions to act by any party after such deposit;

     

    (b)           At
      such time that the Trustee has completed the liquidation of the Trust Account
      in
      accordance with the provisions of Section 1(j) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Section 3(b).

     

    6.           Miscellaneous.

     

    (a)           The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit C. The Company and the Trustee will
      each restrict access to confidential information relating to such security
      procedures to authorized persons. Each party must notify the other party
      immediately if it has reason to believe unauthorized persons may have obtained
      access to such information, or of any change in its authorized personnel. In
      executing funds transfers, the Trustee will rely upon account numbers
      or

     


    
      
        
        

      

      
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    other
      identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

     

    (b)           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 conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute one instrument. This Agreement or any
      counterpart may be executed via facsimile or other electronic transmission,
      and
      any such executed facsimile or other electronic copy shall be treated as an
      original.

     

    (c)           This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. The parties hereto may change, waive,
      amend or modify any provision contained herein that may be defective or
      inconsistent with any other provision contained herein only upon the written
      consent of each of the parties hereto; provided that such action shall not
      materially adversely affect the interests of the Public Stockholders. Any other
      change, waiver, amendment or modification to this Agreement shall be subject
      to
      approval by a majority of the Public Stockholders. As to any claim, cross-claim
      or counterclaim in any way relating to this Agreement, each party waives the
      right to trial by jury.

     

    (d)           The
      parties hereto consent to the non-exclusive jurisdiction and venue of any state
      or federal court located in the City of New York for purposes of resolving
      any
      disputes hereunder.

     

    (e)           Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of 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
      Trustee, to:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place, 8th Floor

    New
      York,
      NY 10004

    Attn:
      Mr.
      Steven Nelson, President

    Fax:
      (212) 616-7620

     

    if
      to the
      Company, to:

     

    NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      NY 10577

    Attn:
      Richard A. Baker, Chief Executive Officer

    Fax:
      (914) 272-8067

     

    with
      a
      copy to:

     

    Sidley
      Austin LLP

    787
      Seventh Avenue

    New
      York,
      NY 10019

    Attn:
      Samir A. Gandhi, Esq.

    Fax:
      (212) 839-8654

     

    in
      either
      case with a copy on behalf of the Underwriter to:

     

    Banc
      of
      America Securities LLC

    9
      West
      57th
      Street

    New
      York,
      NY 10019

     


    
      
        
        

      

      
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    Attn:
      Managing Director (NRDC Acquisition Corp.)

    Fax:
      (646) 313-4784

     

    with
      a
      copy to:

     

    Bingham
      McCutchen LLP

    399
      Park
      Avenue

    New
      York,
      NY 10022

    Attn:
      Floyd I. Wittlin, Esq.

    Fax:
      (212) 752-5378

     

    (f)           This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company.

     

    (g)           Each
      of the Trustee 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. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any part
      of
      the Property under any circumstance.

     

    (h)           The
      Trustee hereby waives any and all right, title, interest or claim of any kind
      (“Claim”) in or to any distribution of any property held in
      trust for the Company in the Trust Account, and hereby agrees not to seek
      recourse, reimbursement, payment or satisfaction for any Claim against the
      Trust
      Account for any reason whatsoever.

     

    (i)           The
      Trustee hereby consents to the inclusion of Continental Stock Transfer &
Trust Company in the Registration Statement and other materials relating to
      the
      IPO.

     

    (j)           Each
      of the Company and Trustee agrees and acknowledges that the Underwriter is
      a
      third party beneficiary of this Agreement.

     

    [Remainder
      of page intentionally left blank]

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	CONTINENTAL
              STOCK TRANSFER	 
	 	&
TRUST
              COMPANY, as
              Trustee	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

    
      	 	NRDC
              ACQUISITION CORP.	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Name:	Richard
              A. Baker	 
	 	Title:	Chief
              Executive Officer	 
	 	 	 	 


    

     

     


    
      
        
        

      

      
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    EXHIBIT
      A

     

    [LETTERHEAD
      OF COMPANY]

     

    [INSERT
      DATE]

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place, 8th Floor

    New
      York,
      NY 10004

    Attn:     Steven
      Nelson, President

     

    Re:         Trust
      Account No. [•] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 1(j) of the Investment Management Trust Agreement between NRDC
      Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
      Company (the “Trustee”), dated as of [•], 2007 (the “Trust Agreement”), this is
      to advise you that the Company has entered into an agreement (“Business
      Agreement”) with [•] (the “Target Business”) to consummate a business
      combination with Target Business (a “Business Combination”) on or about [INSERT
      DATE]. The Company shall notify you at least 48 hours in advance of the actual
      date of the consummation of the Business Combination (the “Consummation Date”).
      Defined terms used but not otherwise defined herein shall have the meaning
      ascribed to such terms in the Trust Agreement.

     

    Pursuant
      to Section 3(e) of the Trust Agreement, we are providing you with [an affidavit]
      [a certificate] of _______, which verifies the vote of the Company’s
      stockholders in connection with the Business Combination. In accordance with
      the
      terms of the Trust Agreement, we hereby authorize you to commence liquidation
      of
      the Trust Account to the effect that, on the Consummation Date, all of the
      funds
      held in the Trust Account will be immediately available for transfer to the
      account or accounts that the Company shall direct in writing on the Consummation
      Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated and (ii) the
      Company shall deliver to you written instructions with respect to the transfer
      of the funds held in the Trust Account (the “Instruction Letter”). You are
      hereby directed and authorized to transfer the funds held in the Trust Account
      immediately upon your receipt of the counsel’s letter and the Instruction
      Letter, in accordance with the terms of the Instruction Letter. In the event
      that certain deposits held in the Trust Account may not be liquidated by the
      Consummation Date without penalty, you will notify the Company of the same
      and
      the Company shall direct you as to whether such funds should remain in the
      Trust
      Account and be distributed after the Consummation Date to the Company or, with
      respect to the Deferred Discount, to the Underwriter. Upon the distribution
      of
      all the funds in the Trust Account pursuant to the terms hereof, the Trust
      Agreement shall be terminated.

     

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

     

    
      	 	Very
              truly yours,	 
	 	 	 
	 	NRDC
              ACQUISITION CORP.	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Name:	Richard
              A. Baker	 
	 	Title:	Chief
              Executive Officer	 
	 	 	 	 


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [LETTERHEAD
      OF COMPANY]

     

    [INSERT
      DATE]

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place, 8th Floor

    New
      York,
      NY 10004

    Attn:      Frank
      Di Paolo, CFO

     

    Re:          Trust
      Account No. [•] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between NRDC
      Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
      Company (the “Trustee”), dated as of [•], 2007 (the “Trust Agreement”), this is
      to advise you that the Company’s existence has ceased due to the Company’s
      inability to effect a Business Combination within the time frame specified
      in
      the Company’s prospectus relating to its IPO. Defined terms used but not
      otherwise defined herein shall have the meaning ascribed to such terms in the
      Trust Agreement.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account. You will notify the Company in
      writing as to when all of the funds in the Trust Account will be available
      for
      immediate transfer (the “Transfer Date”) in accordance with the Company’s plan
      of distribution attached hereto. You shall commence distribution of such funds
      in accordance with the terms of such plan of distribution and you shall oversee
      the distribution of the funds. Upon the distribution of all the funds in the
      Trust Account, your obligations under the Trust Agreement shall be terminated
      and the Trust Account shall be closed.

     

    
      	 	Very
              truly yours,	 
	 	 	 
	 	NRDC
              ACQUISITION CORP.	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Name:	Richard
              A. Baker	 
	 	Title:	Chief
              Executive Officer	 
	 	 	 	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    AUTHORIZED
      INDIVIDUAL(S) AND TELEPHONE NUMBERS

     

    AUTHORIZED
      FOR TELEPHONE CALL BACK

     

    
      	
              COMPANY:

            	
              NRDC
                Acquisition Corp.

            


      	 	3
              Manhattanville Road


      	 	Purchase,
              NY 10577


      	 	Attn:
              Richard A. Baker, Chief Executive
              Officer


      	 	Telephone:
              (914) 272-8067


    

    


    
      	TRUSTEE:	Continental
              Stock Transfer & Trust Company


      	 	17
              Battery Place, 8th
              Floor


      	 	New
              York, New York 10004


      	 	Attn:
              Steven Nelson, President


      	 	Telephone:
              (212) 845-3202


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    Schedule
      of fees pursuant to Section 3(c) of Investment Management Trust
      Agreement

    between
      NRDC Acquisition Corp. and

    Continental
      Stock Transfer & Trust Company

     

    
      	
              
                Fee
                  Item

              

            	 	
              
                Time
                  and method of payment

              

            	 	
              
                Amount

              

            
	 	 	 	 	 
	
              Initial
                acceptance fee

            	 	
              Initial
                closing of IPO by wire transfer

            	 	
              $        1,000

            
	 	 	 	 	 
	
              Annual
                fee

            	 	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	 	
              $             [•]

            
	 	 	 	 	 
	
              Transaction
                processing fee for disbursements to Company under Sections 1(i) and
                2

            	 	
              Deduction
                by Trustee from disbursement made to Company under Section
                2

            	 	
              $             [•]

            


    

    


    Dated:                      [•],
      2007

     

    
      	 	Agreed:	 
	 	 	 
	 	NRDC
              Acquisition Corp.	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Title:	 	 
	 	 	 	 


    

    
      	 	Continental
              Stock Transfer &
              Trust Company	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Title: