efc7-2356_6292177ex41.htm


    Exhibit
      4.1

     

    
      SPECIMEN
        UNIT CERTIFICATE1

    

     

     

    
      	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 on the later of (i) the
          Corporation’s completion of an acquisition of one or more operating businesses
          through a merger, capital stock exchange, stock purchase, asset acquisition
          or
          other similar business combination, and
          (ii)                             ,
          2008, and will expire unless exercised before 5:00 p.m., New York City
          time, on
                    ,
          2011, or earlier upon redemption (the “Expiration Date”). The Common
          Stock and Warrants comprising the Units represented by this certificate
          are not
          transferable separately until five (5) trading days after the earlier to
          occur of the termination of the underwriters’ over-allotment option in
          connection with the Corporation’s initial public offering (the “IPO”) or
          the exercise in full by the underwriters of that option. In no event will
          the
          separate trading of the Common Stock and the Warrants comprising the Units
          represented by this certificate begin until the Corporation has filed a
          Current
          Report on Form 8-K with the Securities and Exchange Commission containing
          an
          audited balance sheet reflecting the Corporation’s receipt of the proceeds of
          its IPO and the Corporation has issued a press release announcing when
          such
          separate trading will begin. The terms of the Warrant 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.

         

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

         

        

          

        

          
          1
            See Exhibit A to
            the Co-Investment Agreement for the Specimen Co-Investment Unit Certificate
            applicable to the co-investment units to be sold by the Company to NRDC
            Capital
            Management, LLC pursuant to the terms of the Co-Investment
            Agreement.

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            	 	 
	 	 	 	 


    

    
       

       

       

       

      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    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 tenants in
                common

            	 	
              under
                Uniform Gifts to Minors Act
_____

                (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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    
      	
              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).

            	 	 


    

     

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