efc7-2356_6276440ex44.htm


    Exhibit
      4.4

     

    NRDC
      ACQUISITION CORP.

     

    WARRANT
      AGREEMENT

     

    THIS
      WARRANT AGREEMENT (the “Agreement”) is made as of [•],
      2007, between NRDC Acquisition Corp., a Delaware corporation,
      with offices at 3 Manhattanville Road, Purchase, NY 10577 (the
“Company”), and Continental Stock Transfer &
Trust Company, a New York corporation, with offices
      at 17 Battery
      Place, New York, NY 10004 (the “Warrant Agent”).

     

    WHEREAS,
      the Company is engaged in a public offering (“Public Offering”)
      of up to 30,000,000 Units (the “Units”), consisting of one
      share of the Company’s common stock, par value $0.0001 per share
      (“Common Stock”) and one warrant (“Public
      Warrants”), each of such Public Warrants evidencing the right of the
      holder thereof to purchase one share of Common Stock for $7.50, subject to
      adjustment as described herein;

     

    WHEREAS,
      immediately prior to the completion of the Public Offering, the Company shall
      sell and issue 8,000,000 Warrants (the “Private Warrants”),
      each of such Private Warrants evidencing the right of the holder thereof to
      purchase one share of Common Stock for $7.50, subject to adjustment as described
      herein;

     

    WHEREAS,
      immediately prior to the consummation of an initial Business Combination (as
      defined in Section 3.2), the Company shall sell and issue, for an aggregate
      purchase price of $20,000,000, 2,000,000 Co-Investment Units at $10.00 per
      unit,
      each unit consisting of one share of Common Stock and one warrant to purchase
      one share of Common Stock at an exercise price of $7.50 per share
      (“Co-Investment Warrants”, which together with the Public
      Warrants and the Private Warrants are referred to herein as
“Warrants”);

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission (the
“Commission”) a Registration Statement, No. 333-144871, on Form
      S-1 (as amended, the “Registration Statement”) for the
      registration under the Securities Act of 1933, as amended (“Securities
      Act”), of, among other securities, the Units, Public Warrants and the
      Common Stock issuable upon exercise of the Public Warrants;

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption, exercise and cancellation of
      the
      Warrants;

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

    


    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained,
      the parties hereto agree as follows:

     

    1.
      APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant
      Agent to act as agent for the Company with respect to the Warrants, and the
      Warrant Agent hereby accepts such appointment and agrees to perform the same
      in
      accordance with the terms and conditions set forth in this
      Agreement.

     

    2.
      WARRANTS.

     

    2.1
      Form of Warrant. Each Warrant shall be issued in registered form only,
      shall be in substantially the form of Exhibit A hereto, the provisions of
      which are incorporated herein and shall be signed by, or bear the facsimile
      signature of, the Chairman, Vice-Chairman, Chief Executive Officer or President.
      In the event the person whose facsimile signature has been placed upon any
      Warrant shall have ceased to serve in the capacity in which such person signed
      the Warrant before such Warrant is issued, it may be issued with the same effect
      as if he or she had 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    not
      ceased to be such at the date of issuance. All of the Warrants shall initially
      be represented by one or more book-entry certificates (each a “Book
      Entry Warrant Certificate”).

     

    2.2
      Effect of Countersignature. Unless and until countersigned by the Warrant
      Agent in accordance with this Agreement, a Warrant shall be invalid and of
      no
      effect and may not be exercised by the holder thereof.

     

    2.3
      Detachability of Warrants. The securities comprising the Units will not
      be separately transferable until five (5) trading days after the earlier to
      occur of (a) the termination of the Underwriter’s over-allotment option or
      (b) the exercise in full by the Underwriter of such option (the
“Detachment Date”). Further, in no event will separate trading
      of the securities comprising the Units commence until the Company files a
      Current Report on Form 8-K with the Commission containing an audited balance
      sheet reflecting the Company’s receipt of the gross proceeds of the Public
      Offering including the proceeds received by the Company from the exercise of
      the
      Underwriter’s over-allotment option.

     

    2.4
      Registration.

     

    2.4.1
      Warrant Register. The Warrant Agent shall maintain books
      (“Warrant Register”) for registration of original issuance and
      the registration of transfer of the Warrants. Upon the initial issuance of
      the
      Warrants, the Warrant Agent shall issue and register the Warrants in the names
      of the respective holders thereof in such denominations and otherwise in
      accordance with instructions delivered to the Warrant Agent by the Company.
      All
      of the Warrants shall initially be represented by one or more Book-Entry Warrant
      Certificates deposited with the Depository Trust Company (the
“Depository”) and registered in the name of Cede &
Co., a nominee of the Depository. Ownership of beneficial
      interests in the
      Warrants shall be shown on, and the transfer of such ownership shall be effected
      through, records maintained by (i) the Depository or its nominee for each
      Book-Entry Warrant Certificate, or (ii) institutions that have accounts
      with the Depository (such institution, with respect to a Warrant in its account,
      a “Participant”).

     

    If
      the
      Depository subsequently ceases to make its book-entry settlement system
      available for the Warrants, the Company may instruct the Warrant Agent regarding
      making other arrangements for book-entry settlement. In the event that the
      Warrants are not eligible for, or it is no longer necessary to have the Warrants
      available in, book-entry form, the Warrant Agent shall provide written
      instructions to the Depository to deliver to the Warrant Agent for cancellation
      each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant
      Agent to deliver to the Depository definitive Warrant Certificates in physical
      form evidencing such Warrants. Such definitive Warrant Certificates shall be
      in
      the form annexed hereto as Exhibit A with appropriate insertions,
      modifications and omissions, as provided above.

     

    2.4.2
      Beneficial Owner; Registered Holder. The term “beneficial
      owner” shall mean, on or after the Detachment Date, any person in whose
      name ownership of a beneficial interest in the Warrants evidenced by a
      Book-Entry Warrant Certificate is recorded in the records maintained by the
      Depository or its nominee, and prior to the Detachment Date, the person in
      whose
      name the Unit to which such Warrant Certificate was initially attached as
      registered upon the register relating to such Units. Prior to due presentment
      for registration or transfer of any Warrant, the Company and the Warrant Agent
      may deem and treat the person in whose name such Warrant shall be registered
      upon the Warrant Register (a “Registered Holder”) as the
      absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the Warrant
      Certificate made by anyone other than the Company or the Warrant Agent) for
      the
      purpose of any exercise thereof, and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

     

    3.
      TERMS AND EXERCISE OF WARRANTS.

     

    3.1
      Warrant Price. Each Warrant shall, when countersigned by the Warrant
      Agent, entitle the Registered Holder thereof, subject to the provisions of
      (a) such Public Warrant, Private Warrant or Co-Investment Warrant, as the
      case may be, and (b) this Warrant Agreement, to purchase from the Company
      the number of shares of Common Stock stated therein, at the price of $7.50
      per
      whole share, subject to the adjustments provided in Section 4 hereof and in
      the last sentence of this Section 3.1. The term “Warrant
      Price” as used in this Warrant Agreement refers to the price per whole
      share at which Common Stock may be purchased at the time a Warrant is exercised.
      The Company in its sole discretion may lower the Warrant Price at any time
      prior
      to the Expiration Date; provided, however, that any change in the
      Warrant Price must apply equally to all of the Warrants, and provided,
further, that any reduction in Warrant Price must remain in effect
      for at
      least (20) business days.

     

     

    
      
        
        

      

      
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    3.2
      Duration of Warrants.

     

    3.2.1
      Public Warrants and Private Warrants. Public Warrants and Private
      Warrants may be exercised only during the period (“Exercise
      Period”) commencing on the later of (a) the consummation of an
      acquisition by the Company of one or more operating businesses through a merger,
      capital stock exchange, stock purchase, asset acquisition or other similar
      business combination having, collectively, a fair market value (as calculated
      in
      accordance with the requirements set forth in the Company’s Certificate of
      Incorporation, as amended) of at least 80% of the balance of the Trust Account
      (as defined in Section 8.6 below), excluding the Underwriter’s deferred
      discount, at the time of such acquisition (a “Business
      Combination”), or (b) [•], and terminating at 5:00 p.m., New York
      City time on the earlier to occur of (i) [•], or (ii) the date fixed for
      redemption of the Public Warrant and Private Warrant as provided in
      Section 6 of this Agreement (subject to extension in limited circumstances)
      (the date on which the exercise period terminates, the “Expiration
      Date”). Except with respect to the right to receive the Redemption
      Price (as set forth in Section 6 hereunder), each Public Warrant and
      Private Warrant not exercised on or before the Expiration Date shall become
      void, and all rights thereunder and all rights in respect thereof under this
      Agreement shall cease at the close of business on the Expiration Date. The
      Company in its sole discretion may extend the duration of the Public Warrants
      and Private Warrants by delaying the Expiration Date; provided,
however, that any extension of the duration of the Public Warrants
      and
      Private Warrants must apply equally to all of the Public Warrants and Private
      Warrants. Should the Company wish to extend the Expiration Date of the Public
      Warrants and Private Warrants, the Company shall provide advance notice to
      the
      American Stock Exchange as required by the American Stock Exchange.

     

    3.2.2
      Co-Investment Warrants. A Co-Investment Warrant may be exercised only
      during the period (“Co-Investment Exercise
      Period”) commencing after the date on which the last sales price of the
      Company’s Common Stock on the American Stock Exchange, or other national
      securities exchange on which the Company’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
      Company’s initial Business Combination, and terminating at 5:00 p.m., New York
      time on [●].

    


    3.3
      Terms and Exercise of Warrants.

     

    3.3.1
      Method of Exercise. A Registered Holder may exercise a Warrant by
      delivering, not later than 5:00 P.M., New York time, on any business day during
      the applicable Exercise Period (the “Exercise Date”) to the
      Warrant Agent at its corporate trust department (i) the Warrant Certificate
      evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant
      Certificate, the Warrants to be exercised (the “Book-Entry
      Warrants”) free on the records of the Depository to an account of the
      Warrant Agent at the Depository designated for such purpose in writing by the
      Warrant Agent to the Depository from time to time, (ii) an election to
      purchase (“Election to Purchase”) any shares of Common Stock
      pursuant to the exercise of a Warrant (the “Shares”), properly
      completed and executed by the Registered Holder on the reverse of the Warrant
      Certificate or, in the case of a Book-Entry Warrant Certificate, properly
      delivered by the Participant in accordance with the Depository’s procedures, and
      (iii) the Warrant Price for each Warrant to be exercised in lawful money of
      the United States of America by certified or official bank check or by bank
      wire
      transfer in immediately available funds; provided, however,
      that solely with respect to the Private Warrants and Co-Investment Warrants
      so
      long as such Warrants are held by their original purchaser or its permitted
      transferees the holder thereof may, in lieu of payment of the Warrant Price,
      surrender its Private Warrants or Co-Investment Warrants, as the case may be,
      for that number of Shares equal to the quotient obtained by dividing
      (x) the product of the number of Shares underlying the surrendered Private
      Warrants or Co-Investment Warrants, as the case may be, multiplied by the
      difference between the Fair Market Value (defined below) and the Warrant Price
      by (y) the Fair Market Value. For avoidance of doubt, in no event may a
      Registered Holder expect or compel the Company to deliver any consideration
      under a Warrant other than Shares as described immediately above. “Fair
      Market Value” shall mean the average reported last sale price of the
      Common Stock for the 10 trading days ending on the third trading day prior
      to
      the date on which the Election to Purchase by a holder of Private Warrants
      or
      Co-Investment Warrants, as the case may be, is sent to the Warrant
      Agent.

     

    If
      any of
      (A) the Warrant Certificate or the Book-Entry Warrants, (B) the
      Election to Purchase, or (C) the Warrant Price therefor, is received by the
      Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date,
      the Warrants will be deemed to be received and exercised on the Business Day
      next 

     

     

    
      
        
        

      

      
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    succeeding
      the Exercise Date. If the date specified as the Exercise Date is not a Business
      Day, the Warrants will be deemed to be received and exercised on the next
      succeeding day that is a Business Day. If the Warrants are received or deemed
      to
      be received after the Expiration Date, the exercise thereof will be null and
      void and any funds delivered to the Warrant Agent will be returned to the
      Registered Holder or Participant, as the case may be, as soon as practicable.
      In
      no event will interest accrue on funds deposited with the Warrant Agent in
      respect of an exercise or attempted exercise of Warrants. The validity of any
      exercise of Warrants will be determined by the Company in its sole discretion
      and such determination will be final and binding upon the Registered Holder
      and
      the Warrant Agent. Neither the Company nor the Warrant Agent shall have any
      obligation to inform a Registered Holder of the invalidity of any exercise
      of
      Warrants.

     

    The
      Warrant Agent shall deposit all funds received by it in payment of the Warrant
      Price in the account of the Company maintained with the Warrant Agent for such
      purpose and shall advise the Company at the end of each day on which funds
      for
      the exercise of the Warrants are received of the amount so deposited to its
      account. The Warrant Agent shall promptly confirm such telephonic advice to
      the
      Company in writing.

     

    The
      Warrant Agent shall, by 11:00 A.M. Eastern Time on the Business Day following
      the Exercise Date of any Warrant, advise the Company and the transfer agent
      and
      registrar in respect of (a) the Shares issuable upon such exercise as to
      the number of Warrants exercised in accordance with the terms and conditions
      of
      this Agreement, (b) the instructions of each Registered Holder or
      Participant, as the case may be, with respect to delivery of the Shares issuable
      upon such exercise, and the delivery of definitive Warrant Certificates, as
      appropriate, evidencing the balance, if any, of the Warrants remaining after
      such exercise, (c) in case of a Book-Entry Warrant Certificate, the
      notation that shall be made to the records maintained by the Depository, its
      nominee for each Book-Entry Warrant Certificate, or a Participant, as
      appropriate, evidencing the balance, if any, of the Warrants remaining after
      such exercise and (d) such other information as the Company or such
      transfer agent and registrar shall reasonably require.

     

    The
      Company shall, by 5:00 P.M., New York time, on the third Business Day next
      succeeding the Exercise Date of any Warrant and the clearance of the funds
      in
      payment of the Warrant Price, execute, issue and deliver to the Warrant Agent,
      the Shares to which such Registered Holder or Participant, as the case may
      be,
      is entitled, in fully registered form, registered in such name or names as
      may
      be directed by such Registered Holder or the Participant, as the case may be.
      Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York
      time, on the fifth Business Day next succeeding such Exercise Date, transmit
      such Shares to or upon the order of the Registered Holder or Participant, as
      the
      case may be.

     

    In
      lieu
      of delivering physical certificates representing the Shares issuable upon
      exercise, provided the Company’s transfer agent is participating in the
      Depository Fast Automated Securities Transfer program, the Company shall use
      its
      reasonable best efforts to cause its transfer agent to electronically transmit
      the Shares issuable upon exercise to the Registered Holder or the Participant
      by
      crediting the account of the Registered Holder’s prime broker with the
      Depository or of the Participant through its Deposit Withdrawal Agent Commission
      system. The time periods for delivery described in the immediately preceding
      paragraph shall apply to the electronic transmittals described
      herein.

     

    Notwithstanding
      the foregoing, the Company shall not be obligated to deliver any securities
      pursuant to the exercise of any of the Warrants unless a registration statement
      under the Act with respect to the Common Stock issuable upon exercise of the
      Public Warrants is effective and the prospectus contained therein is available
      for use by the holders of the Public Warrants. Warrants may not be exercised
      by,
      or securities issued to, any Registered Holder in any state in which such
      exercise would be unlawful. The exercise of the Warrants may only be settled
      by
      delivery of Shares and the Registered Holders shall not be entitled to payment
      of cash in lieu of Shares (net cash settlement) upon exercise of the Warrants
      pursuant to the terms of this Agreement or the Warrants regardless of whether
      the Common Stock underlying the Warrants is registered pursuant to an effective
      registration statement and a prospectus relating to those Shares is available
      for use by the holders of the Public Warrants.

     

    The
      accrual of dividends, if any, on the Shares issued upon the valid exercise
      of
      any Warrant will be governed by the terms generally applicable to the Shares.
      From and after the issuance of such Shares, the former holder of the Warrants
      exercised will be entitled to the benefits generally available to other holders
      of Shares and such former holder’s right to receive payments of dividends and
      any other amounts payable in respect of the Shares shall be governed by, and
      shall be subject to, the terms and provisions generally applicable to such
      Shares.

     

     

    
      
        
        

      

      
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    Warrants
      may be exercised only in whole numbers of Shares. No fractional Shares are
      to be
      issued upon the exercise of the Warrant, but rather the number of Shares to
      be
      issued shall be rounded up to the nearest whole number. If fewer than all of
      the
      Warrants evidenced by a Warrant Certificate are exercised, a new Warrant
      Certificate for the number of unexercised Warrants remaining shall be executed
      by the Company and countersigned by the Warrant Agent as provided in
      Section 2 of this Agreement, and delivered to the holder of this Warrant
      Certificate at the address specified on the books of the Warrant Agent or as
      otherwise specified by such Registered Holder. If fewer than all the Warrants
      evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall
      be
      made to the records maintained by the Depository, its nominee for each
      Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
      the
      balance of the Warrants remaining after such exercise.

     

    The
      Company shall not be required to pay any stamp or other tax or governmental
      charge required to be paid in connection with any transfer involved in the
      issue
      of the Shares upon the exercise of Warrants; and in the event that any such
      transfer is involved, the Company shall not be required to issue or deliver
      any
      Shares until such tax or other charge shall have been paid or it has been
      established to the Company’s satisfaction that no such tax or other charge is
      due.

     

    3.3.2.
      Payment. Subject to the provisions of the Warrant (including, but not
      limited to, the cashless exercise provisions applicable to the Private Warrants
      and the Co-Investment Warrants) and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed, and by paying in full, in lawful money of the United States, in cash,
      good certified check or good bank draft payable to the order of the Company
      (or
      as otherwise agreed to by the Company), the Warrant Price for each whole share
      of Common Stock as to which the Warrant is exercised and any and all applicable
      taxes due in connection with the exercise of the Warrant, the exchange of the
      Warrant for the Common Stock, and the issuance of the Common Stock.

     

    3.3.3.
      Issuance of Certificates. As soon as practicable after the exercise of
      any Warrant and the clearance of the funds in payment of the Warrant Price,
      the
      Company shall issue to the registered holder of such Warrant a certificate
      or
      certificates for the number of full shares of Common Stock to which he is
      entitled, registered in such name or names as may be directed by him, her or
      it,
      and if such Warrant shall not have been exercised in full, a new countersigned
      Warrant for the number of shares as to which such Warrant shall not have been
      exercised. Notwithstanding the foregoing, the Company shall not be obligated
      to
      deliver any securities pursuant to the exercise of a Warrant unless a
      registration statement under the Act with respect to the Common Stock is
      effective.

     

    3.3.4.
      Limitations. Notwithstanding the foregoing, the Company shall not be
      obligated to deliver any Shares and shall have no obligation to settle the
      Warrant exercise unless a registration statement under the Securities Act,
      with
      respect to the Shares is effective and a current prospectus is on file with
      the
      Commission. In the event that a registration statement with respect to the
      Shares underlying a Warrant is not effective under the Securities Act or a
      current Prospectus is not on file with the Commission, the holder of such
      Warrant shall not be entitled to exercise such Warrant. Notwithstanding anything
      to the contrary in this Warrant Agreement, and other than with respect to the
      cashless exercise provisions applicable to the Private Warrants and the
      Co-Investment Warrants, under no circumstances will the Company be required
      to
      net cash settle the Warrant exercise. Warrants may not be exercised by, or
      Shares issued to, any registered holder in any state in which such exercise
      or
      issuance would be unlawful. For the avoidance of doubt, as a result of this
      Section 3.3.4, any or all of the Warrants may expire unexercised. In no
      event shall the registered Holder of a Warrant be entitled to receive any
      monetary damages if the Common Stock underlying the Warrants have not been
      registered by the Company pursuant to an effective registration statement or
      if
      a current prospectus is available for delivery by the Warrant Agent,
provided the Company has fulfilled its obligation to use its best efforts
      to effect such registration and ensure a current prospectus is available for
      delivery by the Warrant Agent.

     

    3.4
      Valid Issuance. All shares of Common Stock issued upon the proper
      exercise of a Warrant in conformity with this Agreement shall be validly issued,
      fully paid and nonassessable.

    


    3.5
      Date of Issuance. Each person in whose name any such certificate for
      shares of Common Stock is issued shall for all purposes be deemed to have become
      the holder of record of such shares on the date on which the Warrant was
      surrendered and payment of the Warrant Price was made, irrespective of the
      date
      of delivery of such 

     

     

    
      
        
        

      

      
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    certificate,
      except that, if the date of such surrender and payment is a date when the stock
      transfer books of the Company are closed, such person shall be deemed to have
      become the holder of such shares at the close of business on the next succeeding
      date on which the stock transfer books are open.

     

    4.
      ADJUSTMENTS.

     

    4.1
      Stock Dividends – Split-Ups. If after the date hereof, and subject to the
      provisions of Section 4.7 below, the number of outstanding shares of Common
      Stock is increased by a stock dividend payable in shares of Common Stock, or
      by
      a split-up of shares of Common Stock, or other similar event, then, on the
      effective date of such stock dividend, split-up or similar event, the number
      of
      shares of Common Stock issuable on exercise of each Warrant shall be increased
      in proportion to such increase in outstanding shares of Common
      Stock.

     

    4.2
      Extraordinary Dividend. If the Company, at any time while the Warrants
      are outstanding and unexpired, shall pay a dividend or make a distribution
      in
      cash, securities or other assets to the holders of Common Stock (or other shares
      of the Company’s capital stock into which the Warrants are convertible), other
      than (a) as described in Sections 4.1, 4.3 or 4.5, (b) regular
      quarterly or other periodic dividends, (c) in connection with the
      conversion rights of the holders of Common Stock upon consummation of the
      Company’s initial Business Combination, or (d) in connection with the
      Company’s liquidation and the distribution of its assets upon its failure to
      consummate a Business Combination (any such non-excluded event being referred
      to
      herein as an “Extraordinary Dividend”), then the Warrant Price
      shall be decreased, effective immediately after the effective date of such
      Extraordinary Dividend, by the amount of cash and/or the fair market value
      (as
      determined by the Company’s Board of Directors, in good faith) of any securities
      or other assets paid on each share of Common Stock in respect of such
      Extraordinary Dividend.

     

    4.3
      Aggregation of Shares. If after the date hereof, and subject to the
      provisions of Section 4.7, the number of outstanding shares of Common Stock
      is decreased by a consolidation, combination, reverse stock split or
      reclassification of shares of Common Stock or other similar event, then, on
      the
      effective date of such consolidation, combination, reverse stock split,
      reclassification or similar event, the number of shares of Common Stock issuable
      on exercise of each Warrant shall be decreased in proportion to such decrease
      in
      outstanding shares of Common Stock.

     

    4.4
      Adjustments in Warrant Price. Whenever the number of shares of Common
      Stock purchasable upon the exercise of the Warrants is adjusted, as provided
      in
      Section 4.1 and 4.3 above, the Warrant Price shall be adjusted (to the
      nearest cent) by multiplying such Warrant Price immediately prior to such
      adjustment by a fraction (a) the numerator of which shall be the number of
      shares of Common Stock purchasable upon the exercise of the Warrants immediately
      prior to such adjustment, and (b) the denominator of which shall be the
      number of shares of Common Stock so purchasable immediately
      thereafter.

    


    4.5
      Replacement of Securities upon Reorganization, etc. In case of any
      reclassification or reorganization of the outstanding shares of Common Stock
      (other than a change covered by Section 4.1 or 4.3 hereof or that solely
      affects the par value of such shares of Common Stock), or in the case of any
      merger or consolidation of the Company with or into another corporation (other
      than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the assets or other property
      of
      the Company as an entirety or substantially as an entirety in connection with
      which the Company is dissolved, the Warrant holders shall thereafter have the
      right to purchase and receive, upon the basis and upon the terms and conditions
      specified in the Warrants and in lieu of the shares of Common Stock of the
      Company immediately theretofore purchasable and receivable upon the exercise
      of
      the rights represented thereby, the kind and amount of shares of stock or other
      securities or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in shares
      of
      Common Stock covered by Section 4.1 or 4.3, then such adjustment shall be
      made pursuant to Sections 4.1, 4.3, 4.4 and this Section 4.5. The
      provisions of this Section 4.5 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

     

    
      
        
        

      

      
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          6
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    4.6
      Notices of Changes in Warrant. Upon every adjustment of the Warrant Price
      or the number of shares issuable upon exercise of a Warrant, the Company shall
      give written notice thereof to the Warrant Agent, which notice shall state
      the
      Warrant Price resulting from such adjustment and the increase or decrease,
      if
      any, in the number of shares purchasable at such price upon the exercise of
      a
      Warrant, setting forth in reasonable detail the method of calculation and the
      facts upon which such calculation is based. Upon the occurrence of any event
      specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the
      Company shall give written notice to the Warrant holder, at the last address
      set
      forth for such holder in the warrant register, of the record date or the
      effective date of the event. Failure to give such notice, or any defect therein,
      shall not affect the legality or validity of such event.

     

    4.7
No
      Fractional Shares. Notwithstanding any provision contained in this Warrant
      Agreement to the contrary, the Company shall not issue fractional shares upon
      exercise of Warrants. If, by reason of any adjustment made pursuant to this
      Section 4, the holder of any Warrant would be entitled, upon the exercise
      of such Warrant, to receive a fractional interest in a share, the Company shall,
      upon such exercise, round up to the nearest whole number the number of the
      shares of Common Stock to be issued to the Warrant holder.

     

    4.8
      Form of Warrant. The form of Warrant need not be changed because of any
      adjustment pursuant to this Section 4, and Warrants issued after such
      adjustment may state the same Warrant Price and the same number of shares as
      is
      stated in the Warrants initially issued pursuant to this Agreement. However,
      the
      Company may at any time in its sole discretion make any change in the form
      of
      Warrant that the Company may deem appropriate and that does not affect the
      substance thereof, and any Warrant thereafter issued or countersigned, whether
      in exchange or substitution for an outstanding Warrant or otherwise, may be
      in
      the form as so changed.

    


    5.
      TRANSFER AND EXCHANGE OF WARRANTS.

     

    5.1
      Transfer of Warrants. Prior to the Detachment Date, the Public Warrants
      may be transferred or exchanged only together with the Unit in which such
      Warrant is included, and only for the purpose of effecting, or in conjunction
      with, a transfer or exchange of such Unit. Furthermore, each transfer of a
      Unit
      on the register relating to such Units shall operate also to transfer the
      Warrants included in such Unit. From and after the Detachment Date this
      Section 5.1 will have no further force and effect.

     

    5.2
      Registration of Transfer. The Warrant Agent shall register the transfer,
      from time to time, of any outstanding Warrant upon the Warrant Register, upon
      surrender of such Warrant for transfer, properly endorsed with signatures
      properly guaranteed and accompanied by appropriate instructions for transfer.
      Upon any such transfer, a new Warrant representing an equal aggregate number
      of
      Warrants shall be issued and the old Warrant shall be cancelled by the Warrant
      Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to
      the
      Company from time to time upon request.

     

    5.3
      Procedure for Surrender of Warrants. Warrants may be surrendered to the
      Warrant Agent, together with a written request for exchange or transfer, and
      thereupon the Warrant Agent shall issue in exchange therefor one or more new
      Warrants as requested by the registered holder of the Warrants so surrendered,
      representing an equal aggregate number of Warrants; provided,
however, that except as otherwise provided herein or in any Book-Entry
      Warrant Certificate, each Book-Entry Warrant Certificate may be transferred
      only
      in whole and only to the Depository, to another nominee of the Depository,
      to a
      successor depository, or to a nominee of a successor depository; provided
      further, however, that in the event that a Warrant surrendered for
      transfer bears a restrictive legend, the Warrant Agent shall not cancel such
      Warrant and issue new Warrants in exchange therefor until the Warrant Agent
      has
      received an opinion of counsel for the Company stating that such transfer may
      be
      made and indicating whether the new Warrants must also bear a restrictive
      legend. Upon any such registration of transfer, the Company shall execute,
      and
      the Warrant Agent shall countersign and deliver, in the name of the designated
      transferee a new Warrant Certificate or Warrant Certificates of any authorized
      denomination evidencing in the aggregate a like number of unexercised
      Warrants.

     

    5.4
      Fractional Warrants. The Warrant Agent shall not be required to effect
      any registration of transfer or exchange which will result in the issuance
      of a
      Warrant Certificate for a fraction of a Warrant.

     

    5.5
      Service Charges. No service charge shall be made for any exchange or
      registration of transfer of Warrants.

     

     

    
      
        
        

      

      
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          7
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    5.6
      Warrant Execution and Countersignature. The Warrant Agent is hereby
      authorized to countersign and to deliver, in accordance with the terms of this
      Agreement, the Warrants required to be issued pursuant to the provisions of
      this
      Section 5, and the Company, whenever required by the Warrant Agent, will
      supply the Warrant Agent with Warrants duly executed on behalf of the Company
      for such purpose.

     

    6.
      REDEMPTION.

     

    6.1
      Redemption. Subject to Sections 6.4 and 6.5 hereof, not less than
      all of the outstanding Warrants may be redeemed, at the option of the Company,
      at any time after they become exercisable and prior to their expiration (subject
      to the requirements of Section 6.2), at the office of the Warrant Agent,
      upon the notice referred to in Section 6.2, at the price of $0.01 per
      Warrant (“Redemption Price”), provided that the last
      sales price of the Common Stock on the American Stock Exchange, or other
      principal market on which the Common Stock may be traded, equals or exceeds
      $14.25 per share (subject to proportionate adjustment to reflect adjustment
      to
      the Warrant Price as provided in Section 4.4) for any 20 trading days
      within a 30 trading day period ending three business days prior to the date
      on
      which notice of redemption is given, and a registration statement under the
      Securities Act relating to shares of Common Stock issuable upon exercise of
      the
      Warrants is effective and expected to remain effective to and including the
      Redemption Date (as defined below) and a prospectus relating to the shares
      of
      Common Stock issuable upon exercise of the Warrants is available for use to
      and
      including the Redemption Date.

     

    6.2
      Date Fixed for, and Notice of, Redemption. In the event the Company shall
      elect to redeem all of the Warrants (other than the Co-Investment Warrants),
      the
      Company shall fix a date for the redemption, which date shall be prior to the
      expiration of the Warrants (the “Redemption Date”). Notice of
      redemption shall be mailed by first class mail, postage prepaid, by the Company
      not less than 30 days prior to the date fixed for redemption to the Registered
      Holders of the Warrants to be redeemed at their last addresses as they shall
      appear on the Warrant Register (the “Redemption Notice”). Any
      notice mailed in the manner herein provided shall be conclusively presumed
      to
      have been duly given on the date sent whether or not the Registered Holder
      received such notice.

     

    6.3
      Exercise After Notice of Redemption. The Warrants may be exercised in
      accordance with Section 3 of this Agreement at any time after the
      Redemption Notice shall have been given by the Company pursuant to
      Section 6.2 hereof and prior to the time and date fixed for redemption. On
      and after the Redemption Date, the record holder of the Warrants shall have
      no
      further rights except to receive, upon surrender of the Warrants, the Redemption
      Price.

     

    6.4
      Outstanding Warrants Only. The Company understands that the redemption
      rights provided for by this Section 6 apply only to outstanding Warrants.
      To the extent a person holds rights to purchase Warrants, such purchase rights
      shall not be extinguished by redemption. However, once such purchase rights
      are
      exercised, the Company may redeem the Warrants issued upon such exercise
      provided that the criteria for redemption are met.

     

    6.5
      Co-Investment Warrants. Notwithstanding the foregoing, the Co-investment
      Warrants are not redeemable by the Company.

     

    7.
      OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

     

    7.1
No
      Rights as Stockholder. A Warrant does not entitle the Registered Holder
      thereof to any of the rights of a stockholder of the Company, including, without
      limitation, the right to receive dividends, or other distributions, exercise
      any
      preemptive rights to vote or to consent or to receive notice as stockholders
      in
      respect of the meetings of stockholders or the election of directors of the
      Company or any other matter.

     

    7.2
      Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost,
      stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
      terms as to indemnity or otherwise as they may in their discretion impose (which
      shall, in the case of a mutilated Warrant, include the surrender thereof),
      issue
      a new Warrant of like denomination, tenor, and date as the Warrant so lost,
      stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
      substitute contractual obligation of the Company, whether or not the allegedly
      lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
      by anyone.

    


    7.3
      Reservation of Common Stock. The Company shall at all times reserve and
      keep available a number of its authorized but unissued shares of Common Stock
      that will be sufficient to permit the exercise in full of all outstanding
      Warrants issued pursuant to this Agreement.

     

     

    
      
        
        

      

      
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    7.4
      Registration of Common Stock. Prior to the commencement of the Exercise
      Period, the Company shall use its best efforts to prepare and file with the
      Commission a post-effective amendment to the Registration Statement, or a new
      registration statement, for the registration under the Securities Act of, and
      it
      shall use its best efforts to take such action as is necessary to qualify for
      sale, in those states in which the Warrants were initially offered by the
      Company, the Shares issuable upon exercise of the Warrants. The Company shall
      use its best efforts to cause the same to become effective on or prior to the
      commencement of the Exercise Period and shall use its best efforts to maintain
      the effectiveness of such registration statement and ensure that a current
      prospectus is on file with the Commission until the expiration of the Warrants
      in accordance with the provisions of this Agreement; provided,
however, that the Company shall not be obligated to deliver Shares,
      and
      shall not have penalties nor be liable to the Warrant holder for failure to
      deliver Shares pursuant to Section 3, if a registration statement is not
      effective or a current prospectus is not on file with the Commission at the
      time
      of exercise of the Warrant by the holder. For the avoidance of doubt, the
      Company may be liable to a Warrant holder for failure to fulfill its obligations
      to use best efforts pursuant to this Section 7.4.

     

    7.5
      Delivery of Prospectus or Notice. Upon the exercise of any Warrant, if
      the Company requests, the Warrant Agent shall deliver to the Holder of such
      Warrant, prior to or concurrently with the delivery of the Shares issued upon
      such exercise, in accordance with the Company’s request, either (a) a
      prospectus relating to the Shares deliverable upon exercise of Warrants and
      complying in all material respects with the Securities Act, or (ii) the
      notice referred to in Rule 173 under the Securities Act.

     

    8.
      CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

     

    8.1
      Payment of Taxes. The Company will from time to time promptly pay all
      taxes and charges that may be imposed upon the Company or the Warrant Agent
      in
      respect of the issuance or delivery of shares of Common Stock upon the exercise
      of Warrants, but the Company shall not be obligated to pay any transfer taxes
      in
      respect of the Warrants or such shares.

     

    8.2
      Resignation, Consolidation, or Merger of Warrant Agent.

     

    8.2.1
      Appointment of Successor Warrant Agent. The Warrant Agent, or any
      successor to it hereafter appointed, may resign its duties and be discharged
      from all further duties and liabilities hereunder after giving sixty
      (60) days’ prior written notice to the Company. If the office of the
      Warrant Agent becomes vacant by resignation or incapacity to act or otherwise,
      the Company shall appoint in writing a successor warrant agent in place of
      the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent at the
      Company’s cost.

    


    Any
      successor warrant agent, whether appointed by the Company or by such court,
      shall be a corporation organized and existing under the laws of the State of
      New
      York, in good standing and having its principal office in the Borough of
      Manhattan, City and State of New York, and authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authority. After appointment, any successor warrant agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor warrant agent with like effect as if originally
      named as warrant agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor warrant agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor warrant agent all the authority, powers, and
      rights of such predecessor warrant agent hereunder; and upon request of any
      successor warrant agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor warrant agent all such authority,
      powers, rights, immunities, duties, and obligations.

     

    8.2.2
      Notice of Successor Warrant Agent. In the event a successor warrant
      agent shall be appointed, the Company shall give notice thereof to the
      predecessor warrant agent and the transfer agent for the Common Stock not later
      than the effective date of any such appointment.

     

    8.2.3
      Merger or Consolidation of Warrant Agent. Any corporation into which
      the Warrant Agent may be merged or with which it may be consolidated or any
      corporation resulting from any merger or consolidation 

     

     

    
      
        
        

      

      
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          9
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    to
      which
      the Warrant Agent shall be a party shall be the successor warrant agent under
      this Agreement without any further act.

     

    8.3
      Fees And Expenses Of Warrant Agent.

     

    8.3.1
      Remuneration. The Company agrees to pay the Warrant Agent $200 per
      month for its services as Warrant Agent hereunder and will reimburse the Warrant
      Agent upon demand for all expenditures that the Warrant Agent may reasonably
      incur in the execution of its duties hereunder.

     

    8.3.2
      Further Assurances. The Company agrees to perform, execute,
      acknowledge, and deliver or cause to be performed, executed, acknowledged,
      and
      delivered all such further acts, instruments, and assurances as may reasonably
      be required by the Warrant Agent for the carrying out or performing of the
      provisions of this Agreement.

     

    8.4
      Liability Of Warrant Agent.

     

    8.4.1
      Reliance on Company Statement. Whenever in the performance of its
      duties under this Warrant Agreement, the Warrant Agent shall deem it necessary
      or desirable that any fact or matter be proved or established by the Company
      prior to taking or suffering any action hereunder, such fact or matter (unless
      other evidence in respect thereof be herein specifically prescribed) may be
      deemed to be conclusively proved and established by a statement signed by the
      Chief Executive Officer, President or Chairman of the Board of the Company
      and
      delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
      for any action taken or suffered in good faith by it pursuant to the provisions
      of this Agreement.

    


    8.4.2
      Indemnity. The Warrant Agent shall be liable hereunder only for its own
      negligence, willful misconduct or bad faith. The Company agrees to indemnify
      the
      Warrant Agent and save it harmless against any and all liabilities, including
      judgments, costs and reasonable counsel fees, for anything done or omitted
      by
      the Warrant Agent in the execution of this Agreement except as a result of
      the
      Warrant Agent’s negligence, willful misconduct, or bad faith.

     

    8.4.3
      Exclusions. The Warrant Agent shall have no responsibility with respect
      to the validity of this Agreement or with respect to the validity or execution
      of any Warrant (except its countersignature thereof); nor shall it be
      responsible for any breach by the Company of any covenant or condition contained
      in this Agreement or in any Warrant; nor shall it be responsible to make any
      adjustments required under the provisions of Section 4 hereof or
      responsible for the manner, method, or amount of any such adjustment or the
      ascertaining of the existence of facts that would require any such adjustment;
      nor shall it by any act hereunder be deemed to make any representation or
      warranty as to the authorization or reservation of any shares of Common Stock
      to
      be issued pursuant to this Agreement or any Warrant or as to whether any shares
      of Common Stock will when issued be valid and fully paid and
      nonassessable.

     

    8.5
      Acceptance Of Agency. The Warrant Agent hereby accepts the agency
      established by this Agreement and agrees to perform the same upon the terms
      and
      conditions herein set forth and among other things, shall account promptly
      to
      the Company with respect to Warrants exercised and concurrently account for,
      and
      pay to the Company, all moneys received by the Warrant Agent for the purchase
      of
      shares of the Company’s Common Stock through the exercise of
      Warrants.

     

    8.6
      Waiver. The Warrant Agent hereby waives any and all right, title,
      interest or claim of any kind (“Claim”) in or to any
      distribution of the Trust Account (as defined in that certain Investment
      Management Trust Agreement, dated as of the date hereof, by and between the
      Company and the Warrant Agent as trustee thereunder), and hereby agrees not
      to
      seek recourse, reimbursement, payment or satisfaction for any Claim against
      the
      Trust Fund for any reason whatsoever.

     

    9.
      MISCELLANEOUS PROVISIONS.

     

    9.1
      Successors. All the covenants and provisions of this Agreement by or for
      the benefit of the Company or the Warrant Agent shall bind and inure to the
      benefit of their respective successors and assigns.

     

    9.2
      Notices. Any notice, statement or demand authorized by this Warrant
      Agreement to be given or made by the Warrant Agent or by the holder of any
      Warrant to or on the Company shall be sufficiently given when so delivered
      if by
      hand or overnight delivery or if sent by certified mail or private courier
      service within five days after 

     

     

    
      
        
        

      

      
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          10
          -

        
          

        

      

      
        
        

      

    

     

     

    deposit
      of such notice, postage prepaid, addressed (until another address is filed
      in
      writing by the Company with the Warrant Agent), as follows:

     

    
      NRDC
        Acquisition Corp.

      3
        Manhattanville Road

      Purchase,
        NY 10577

      Attn:
        Richard A. Baker, Chief Executive Officer

    

    


    with
      a
      copy in each case to:

     

    Sidley
      Austin LLP

    787
      Seventh Avenue

    New
      York,
      NY 10019

    Attn: Samir
      A. Gandhi, Esq.

     

    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Warrant Agent with the Company), as follows:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Compliance Department

     

    9.3
      Applicable Law. The validity, interpretation, and performance of this
      Agreement and of the Warrants shall be governed in all respects by the laws
      of
      the State of New York applicable to contracts formed and to be performed
      entirely within the State of New York, without giving effect to conflict of
      law
      provisions thereof to the extent such principles or rules would require or
      permit the application of the laws of another jurisdiction. The Company hereby
      agrees that any action, proceeding or claim against it arising out of or
      relating in any way to this Agreement shall be brought and enforced in the
      courts of the State of New York or the United States District Court for the
      Southern District of New York. The Company hereby waives any objection to such
      non-exclusive jurisdiction and that such courts represent an inconvenience
      forum. Any such process or summons to be served upon the Company may be served
      by transmitting a copy thereof by registered or certified mail, return receipt
      requested, postage prepaid, addressed to it at the address set forth in
      Section 9.2 hereof. Such mailing shall be deemed personal service and shall
      be legal and binding upon the Company in any action, proceeding or
      claim.

     

    9.4
      Amendment. This Agreement and the warrant certificate issued hereunder
      may be amended by the parties hereto without the consent of any registered
      holder or any Underwriter for the purpose of curing any ambiguity, or curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Agreement as the parties may deem necessary or desirable and that
      the
      parties deem shall not adversely affect the interest of the registered holders.
      All other modifications or amendments, including any amendment to increase
      the
      Warrant Price or shorten the Exercise Period, shall require the written consent
      of the registered holders of a majority of the then outstanding Warrants and
      no
      modification or amendment shall affect the Public Warrants, the Private Warrants
      and the Co-Investment Warrants differently from one another. Notwithstanding
      the
      foregoing, the Company may lower the Warrant Price or extend the duration of
      the
      Exercise Period in accordance with Sections 3.1 and 3.2 hereof, without such
      consent.

     

    9.5
      Persons Having Rights under this Agreement. Nothing in this Agreement
      expressed and nothing that may be implied from any of the provisions hereof
      is
      intended, or shall be construed, to confer upon, or give to, any person or
      corporation other than the parties hereto and the Registered Holders and, for
      the purposes of Sections 6.4 and 7.4 hereof, the Underwriter, any right, remedy,
      or claim under or by reason of this Warrant Agreement or of any covenant,
      condition, stipulation, promise, or agreement hereof. The Underwriter shall
      be
      deemed to be a third-party beneficiary of this Agreement with respect to
      Sections 6.4 and 7.4 hereof. All covenants, conditions, stipulations, promises,
      and agreements contained in this Warrant Agreement shall be for the sole and
      exclusive benefit of the parties hereto (and the Underwriter with respect to
      Sections 6.4 and 7.4 hereof) and their successors and assigns and of the
      registered holders of the Warrants.

     

     

    
      
        
        

      

      
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    9.6
      Examination of the Warrant Agreement. A copy of this Agreement shall be
      available at all reasonable times at the office of the Warrant Agent in the
      Borough of Manhattan, City and State of New York, for inspection by the
      registered holder of any Warrant. The Warrant Agent may require any such holder
      to submit his Warrant for inspection by it.

     

    9.7
      Counterparts. This Agreement may be executed in any number of
      counterparts and each of such counterparts shall for all purposes be deemed
      to
      be an original, and all such counterparts shall together constitute but one
      and
      the same instrument.

     

    9.8
      Effect of Headings. The Section headings herein are for convenience only
      and are not part of this Warrant Agreement and shall not affect the
      interpretation thereof.

     

    [Remainder
      of page intentionally left blank]

    
 

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the day and year first above written.

    


    
      	 	 	 	 	 	 	 	 	 
	
              Attest:

            	 	 	 	
              NRDC
                ACQUISITION CORP.

            
	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 	 
	 	 	 	 	 	 	 	 	
              Name:
                Richard A. Baker

            
	 	 	 	 	 	 	 	 	
              Title:
                  Chief Executive Officer

            


    

    


    
      	 	 	 	 	 	 	 	 	 
	
              Attest:

            	 	 	 	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY

            
	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 	 
	 	 	 	 	 	 	 	 	
              Name:
                John W. Comer, Jr.

            
	 	 	 	 	 	 	 	 	
              Title:
                  Vice-President

            


    

    


     

     

    
      
        
        

      

      
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          13
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    EXHIBIT
      A

    


    FORM
      OF
      WARRANT

    
 

     

    
      
        
        

      

      
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          14
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        [SUBJECT
          TO THE TERMS SET FORTH HEREIN, THIS WARRANT CERTIFICATE (I) CANNOT BE
          TRANSFERRED OR EXCHANGED UNTIL FIVE (5) TRADING DAYS AFTER THE EARLIER
          TO OCCUR
          OF THE TERMINATION OF THE UNDERWRITERS’ OVER-ALLOTMENT OPTION TO PURCHASE UP TO
          4,500,000 ADDITIONAL UNITS TO COVER OVER-ALLOTMENTS OR THE EXERCISE IN
          FULL BY
          THE UNDERWRITERS OF SUCH OPTION (THE “DETACHMENT DATE”) UNLESS
          INCLUDED WITH A SHARE OF COMMON STOCK OF NRDC ACQUISITION CORP. AS PART
          OF A
          UNIT AND (II) CANNOT BE EXERCISED IN WHOLE OR IN PART UNTIL THE LATER OF
          THE COMPANY’S CONSUMMATION OF A BUSINESS COMBINATION OR [___________],
          2008.]1

         

      

      EXERCISABLE
        ONLY IF COUNTERSIGNED BY THE WARRANT

      AGENT
        AS
        PROVIDED HEREIN.

       

      Warrant
        Certificate evidencing

       

      Warrants
        to Purchase Common Stock, par value $.0001, as described herein.

       

      NRDC
        ACQUISITION CORP.

       

      
        
          	No. ___________ 	
                   CUSIP
                    No. [________]

                


        

      

       

      VOID
        AFTER 5:00 P.M., NEW YORK CITY TIME, ON [_________],
        2011,

      OR
        UPON EARLIER REDEMPTION (IF APPLICABLE)

       

      This
        certifies that ________________________, or its registered assigns, is the
        registered holder of _____________________ warrants to purchase certain
        securities (each a “Warrant”).  Each Warrant entitles
        the holder thereof, subject to the provisions contained herein and in the
        Warrant Agreement (as defined below), to purchase from NRDC Acquisition Corp.,
        a
        Delaware corporation (the “Company”), one (1) share of the
        Company’s Common Stock (each a “Share”), at the Exercise Price
        set forth below.  The exercise price of each Warrant (the
“Exercise Price”) shall be $7.50 initially, subject to
        adjustments as set forth in the Warrant Agreement.

       

      Subject
        to the terms of the Warrant Agreement (as defined below), each Warrant evidenced
        hereby may be exercised in whole, but not in part, at any time, as specified
        herein, on any Business Day (as defined below) occurring during the period
        (the
“Exercise Period”) commencing on the later of the Company’s
        consummation of a Business Combination (as defined below) or [_________],
        2008
        and ending at 5:00 P.M., New York City time, on the earlier to occur of
        [___________], 2011 or the Redemption Date, if applicable (the
“Expiration Date”).  Each Warrant remaining
        unexercised after 5:00 P.M., New York City time on the Expiration Date
        shall become void, and all rights of the holder of this Warrant Certificate
        evidencing such Warrant shall cease.

       

      
        
          Notwithstanding
            the above, Warrants issued as part of the co-investment units sold by
            the
            Company to NRDC Capital Management, LLC (the “Co-Investment
            Warrants”) may only be exercised after the date on which the last sales
            price of the Company’s common stock on the American Stock Exchange, or other
            national securities exchange on which the Company’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 Company’s
            consummation of a Business Combination (as defined below). Co-Investment
            Warrants are not redeemable by the Company.

        



      
        

          

        

         1 
          To be included only in Warrant Certificates representing Warrants sold
          in the
          Company’s public offering.

      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        The
          holder of the Warrants represented by this Warrant Certificate may exercise
          any
          Warrant evidenced hereby by delivering, not later than 5:00 P.M., New York
          City time, on any Business Day during the Exercise Period (the “Exercise
          Date”) to Continental Stock Transfer & Trust Company (the
“Warrant Agent”, which term includes any successor warrant
          agent under the Warrant Agreement described below) at its corporate trust
          department at 17 Battery Place, New York, NY 10004, (i) this Warrant
          Certificate, (ii) an election to purchase (“Election to
          Purchase”), properly executed by the holder hereof on the reverse of
          this Warrant Certificate (the “Participant”) substantially in
          the form included on the reverse of this Warrant, as applicable and
          (iii) the Exercise Price for each Warrant to be exercised in lawful money
          of the United States of America by certified or official bank check or
          by bank
          wire transfer in immediately available funds[; provided,
however, that with
          respect to Warrants issued and sold in a private placement prior to the
          completion of the Company’s Initial Public Offering (as defined in the Warrant
          Agreement) and the Co-Investment Warrants, so long as any such Warrants
          are held
          by their original purchaser or its permitted transferrees, the
          holder of this Warrant Certificate may, in lieu of payment of the Exercise
          Price, surrender its Warrants for that number of shares of Common Stock
          equal to
          the quotient obtained by dividing (x) the product of the number of shares
          of
          Common Stock underlying the surrendered Warrants, multiplied by the difference
          between the Fair Market Value (defined below) and
          the
          Exercise Price by (y) the Fair Market Value.  The “Fair Market
          Value” shall mean the average reported last sale price of the Common
          Stock for the 10 trading days ending on the 3rd trading day prior to the
          date on
          which the Election to Purchase is sent to the Warrant
          Agent]2.  If
          any of (a) this Warrant Certificate, (b) the Election to Purchase, or (c)
          the Exercise Price therefor [or surrendered
          Warrants], is received by the Warrant Agent after
          5:00 P.M., New York City time, the Warrants will be deemed to be received
          and exercised on the Business Day next succeeding the date such items are
          received and such date shall be the Exercise Date for purposes
          hereof.  If the date such items are received is not a Business Day,
          the Warrants will be deemed to be received and exercised on the next succeeding
          day which is a Business Day and such date shall be the Exercise
          Date.  If the Warrants to be exercised are received or deemed to be
          received after the Expiration Date, the exercise thereof will be null and
          void
          and any funds delivered to the Warrant Agent will be returned to the holder
          as
          soon as practicable.  In no event will interest accrue on funds
          deposited with the Warrant Agent in respect of an exercise or attempted
          exercise
          of Warrants.  The validity of any exercise of Warrants will be
          determined by the Warrant Agent in its sole discretion and such determination
          will be final and binding upon the holder of the Warrants and the
          Company.  Neither the Warrant Agent nor the Company shall have any
          obligation to inform a holder of Warrants of the invalidity of any exercise
          of
          Warrants.

      

       

      As
        used
        herein, the term “Business Day” means any day that is not a
        Saturday or Sunday and is not a United States federal holiday or a day on
        which
        banking institutions generally are authorized or obligated by law or regulation
        to close in New York City.

       

      As
        used
        herein, the term “Business Combination” shall mean the initial
        acquisition by the Company of one or more operating businesses through a
        merger,
        capital stock exchange, stock purchase, asset acquisition or other similar
        business combination having collectively, a fair market value (as calculated
        in
        accordance with the Company’s Second Amended and Restated Certificate of
        Incorporation, as the same may be amended from time to time) of at least
        80% of
        the amount in the trust account established by the Company at the completion
        of
        its initial public offering (excluding the Underwriters’ (as defined in the
        Warrant Agreement) deferred discount) at the time of such
        acquisition.

       

      Warrants
        may be exercised only in whole numbers of Warrants.  No fractional
        shares of Common Stock are to be issued upon the exercise of any Warrant,
        but
        rather the number of shares of Common Stock to be issued shall be rounded
        up to
        the nearest whole number.  If fewer than all of the Warrants evidenced
        by this Warrant Certificate are exercised, a new Warrant Certificate for
        the
        number of Warrants remaining unexercised shall be executed by the Company
        and
        countersigned by the Warrant Agent as provided in Section 2 of the Warrant
        Agreement, and delivered to the holder of this Warrant Certificate at the
        address specified on the books of the Warrant Agent or as otherwise specified
        by
        such Registered Holder.

       

      Notwithstanding
        the foregoing, the Company shall not be obligated to deliver any Shares pursuant
        to the exercise of a Warrant and shall have no obligation to settle a Warrant
        exercise unless a registration statement under the Securities Act of 1933,
        as
        amended (the “Securities Act”), with respect to the Shares is
        effective and a  

      
 

      
        

      

       2
        To be included only in Warrant Certificates representing (i) Warrants issued
        in
        the private placement or (ii) the Co-Investment Warrants, in both instances
        only
        so long as held by the original holder or a permitted transferee.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      current
        prospectus is on file with the Commission. In
        the event that a registration statement with respect to the Shares underlying a Warrant is not effective under
        the Securities Act or
        a current prospectus is not on file with the Commission, the holder of such
        Warrant shall not be entitled to exercise such Warrant. Notwithstanding anything
        to the contrary in the Warrant Agreement (as defined below) and this Warrant
        Certificate, under no circumstances will the Company be required to net cash
        settle a Warrant exercise. Warrants may not be exercised by, or Shares issued
        to, any registered holder in any state in which such exercise or issuance
        would
        be unlawful. For the avoidance of doubt, as a result of Section 3.3.4 of
        the
        Warrant Agreement and the foregoing, any or all of the Warrants may expire
        unexercised.

       

      This
        Warrant Certificate is issued under and in accordance with the Warrant
        Agreement, dated as of [________], 2007 (the “Warrant
        Agreement”), between the Company and the Warrant Agent and is subject
        to the terms and provisions contained in the Warrant Agreement, to all of
        which
        terms and provisions the holder of this Warrant Certificate and the beneficial
        owners of the Warrants represented by this Warrant Certificate consent by
        acceptance
        hereof.  Copies of the Warrant Agreement are on file and can be
        inspected at the above-mentioned office of the Warrant Agent and at the office
        of the Company at 3 Manhattanville Road, Purchase, NY 10577.

       

      At
        any
        time during the Exercise Period, the Company may, at its option, redeem all
        (but
        not part) of the then outstanding Warrants upon giving notice in accordance
        with
        the terms of the Warrant Agreement (the “Redemption Notice”),
        at the price of $0.01 per Warrant (the “Redemption Price”);
provided, that the last sales price of the Common Stock
        on the American
        Stock Exchange, or other principal market on which the Common Stock may be
        traded, equals or exceeds $14.25 per share (subject to adjustment as provided
        in
        the Warrant Agreement) for any 20 trading days within a 30 trading day period
        ending three business days prior to the date on which the Redemption Notice
        is
        given, and a registration statement under the Securities Act relating to
        shares
        of Common Stock issuable upon exercise of the Warrants is effective and expected
        to remain effective to and including the Redemption Date (as defined below)
        and
        a prospectus relating to the shares of Common Stock issuable upon exercise
        of
        the Warrants is available for use to and including the Redemption
        Date.  In the event the Company shall elect to redeem all of the then
        outstanding Warrants, the Company shall fix a date for such redemption (the
        “Redemption Date”); provided, that such date shall occur
        prior to the expiration of the Exercise Period.  The Warrants may be
        exercised in accordance with the terms of this Agreement at any time after
        a
        Redemption Notice shall have been given by the Company; provided,
however, that no Warrants may be exercised subsequent to the expiration
        of the Exercise Period; provided, further, that all rights
        whatsoever with respect to the Warrants shall cease on the Redemption Date,
        other than to the right to receive the Redemption Price.  Notwithstanding
        the foregoing, the Co-Investment Warrants are not redeemable by the
        Company.

       

      The
        accrual of dividends, if any, on the Shares issued upon the valid exercise
        of
        any Warrant will be governed by the terms generally applicable to such
        Shares.  From and after the issuance of such Shares, the former holder
        of the Warrants exercised will be entitled to the benefits generally available
        to other holders of Shares and such former holder’s right to receive payments of
        dividends and any other amounts payable in respect of the Shares shall be
        governed by, and shall be subject to, the terms and provisions generally
        applicable to such Shares.

       

      The
        Exercise Price and the number of Shares purchasable upon the exercise of
        each
        Warrant shall be subject to adjustment as provided pursuant to Section 4
        of the
        Warrant Agreement.

       

      Prior
        to
        the Detachment Date, the Warrants represented by this Warrant Certificate
        may be
        exchanged or transferred only together with the Shares to which such Warrant
        is
        attached (together, a “Unit”), and only for the purpose of
        effecting, or in conjunction with, an exchange or transfer of such
        Unit.  Additionally, prior to the Detachment Date, each transfer of
        such Unit on the register of the Units shall operate also to transfer the
        Warrants included in such Units.  From and after the Detachment Date,
        the above provisions shall be of no further force and effect.  Upon
        due presentment for registration of transfer or exchange of this Warrant
        Certificate at the stock transfer division of the Warrant Agent, the Company
        shall execute, and the Warrant Agent shall countersign and deliver, as provided
        in Section 5 of the Warrant Agreement, in the name of the designated transferee
        one or more new Warrant Certificates of any authorized denomination evidencing
        in the aggregate a like number of unexercised Warrants, subject to the
        limitations provided in the Warrant Agreement.3

      

        

      

      
        3 To
          be included
          only in Warrant Certificates representing Warrants sold in the Company’s public
          offering.

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        Neither
          this Warrant Certificate nor the Warrants evidenced hereby shall entitle
          the
          holder hereof or thereof to any of the rights of a holder of the Shares,
          including, without limitation, the right to receive dividends, if any,
          or
          payments upon the liquidation, dissolution or winding up of the Company
          or to
          exercise voting rights, if any.

         

        The
          Warrant Agreement and this Warrant Certificate may be amended as provided
          in the
          Warrant Agreement including, under certain circumstances described therein,
          without the consent of the holder of this Warrant Certificate or the Warrants
          evidenced hereby.

         

        THIS
          WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT
          SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE
          LAWS
          OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED
          ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT  REGARD
          TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES
          OR
          RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER
          JURISDICTION.

      

       

      This
        Warrant Certificate shall not be entitled to any benefit under the Warrant
        Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
        hereby may be exercised, unless this Warrant Certificate has been countersigned
        by the manual or facsimile signature of the Warrant Agent.

       

      IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly
        executed.

       

      Dated
        as
        of __________, 2007

       

      
        	 	NRDC
                Acquisition Corp.	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	
                Authorized
                  Officer

              	 
	 	 	 	 


      

       

       

      Continental
        Stock Transfer & Trust Company,

      
        	
                 

              	
                as
                  Warrant Agent

              


      

       

      By:  _________________________________

      
        	
              	
                 

              	
                Authorized
                  Officer

              


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      [REVERSE]

       

      Instructions
        for Exercise of Warrant

      
         

        To
          exercise the Warrants evidenced hereby, the holder or Participant must,
          by
          5:00 P.M., New York City time, on the specified Exercise Date, deliver to
          the Warrant Agent at the office of the Warrant Agent, or at the office
          of its
          successor as Warrant Agent, in the Borough of Manhattan, City of New York
          cash,
          a certified or official bank check or a wire transfer in immediately available
          funds, in each case payable to the Warrant Agent at Account No. ____, in an
          amount equal to the Exercise Price in full for the Warrants
          exercised[; provided, however, that the holder of
          this Warrant Certificate may, in lieu of payment of the Exercise Price
          for the
          Warrants, surrender its Warrants for that number of shares of Common Stock
          equal
          to the quotient obtained by dividing (x) the product of the number of shares
          of
          Common Stock underlying the surrendered Warrants, multiplied by the difference
          between the Fair Market Value and the Exercise Price by (y) the Fair Market
          Value]4. In addition,
          the Warrant holder or Participant must provide the information required
          below
          and deliver this Warrant Certificate to the Warrant Agent at the address
          set
          forth below.  The Warrant Certificate and this Election to Purchase
          must be received by the Warrant Agent by 5:00 P.M., New York time, on the
          specified Exercise Date.

      

       

      ELECTION
        TO PURCHASE

      TO
        BE
        EXECUTED IF WARRANT HOLDER DESIRES

      TO
        EXERCISE THE WARRANTS EVIDENCED HEREBY

       

      The
        undersigned hereby irrevocably elects to exercise, on __________, ____ (the
        “Exercise Date”), _____________ Warrants, evidenced by this
        Warrant Certificate, to purchase, _________________ of the shares of Common
        Stock (each a “Share”) of NRDC Acquisition Corp., a Delaware
        corporation (the “Company”), and represents that, on or before
        the Exercise Date, such holder has tendered payment for such Shares by cash,
        certified or official bank check or bank wire transfer in immediately available
        funds to the order of the Company c/o Continental Stock Transfer & Trust
        Company, 17 Battery Place, New York, New York 10004, in the amount of
        $_____________ in accordance with the terms hereof[ or, at the
        election of the holder, so long as such holder is the original purchaser
        of such
        Warrants or its permitted transferees, the holder (in lieu of payment of
        the
        Exercise Price for the Warrants) has surrendered Warrants for that number
        of
        shares of Common Stock equal to the quotient obtained by dividing (x) the
        product of the number of shares of Common Stock underlying the surrendered
        Warrants, multiplied by the difference between the Fair Market Value and
        the
        Exercise Price by (y) the Fair Market Value in accordance with the terms
        hereof]5.  The undersigned
        requests that said
        number of Shares be in fully registered form, registered in such names and
        delivered, all as specified in accordance with the instructions set forth
        below.

       

      If
        said
        number of Shares is less than all of the Shares purchasable hereunder, the
        undersigned requests that a new Warrant Certificate evidencing the remaining
        balance of the Warrants evidenced hereby be issued and delivered to the holder
        of the Warrant Certificate unless otherwise specified in the instructions
        below.

       

      

        

      

      
        4 To
          be included only in Warrant Certificates representing (i) Warrants issued
          in the
          private placement or (ii) the Co-Investment Warrants, in both instances
          only so long as held by the original holder or a permitted
          transferee.

      

      5 To
        be included only in Warrant Certificates representing (i) Warrants issued
        in the
        private placement or (ii) the Co-Investment Warrants, in both instances only
        so
        long as held by the original holder or a permitted transferee.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      
        	Dated:
                ______________ __, ____	 
	 	 
	Name:
                ______________________________   	(Please
                Print)
	 	 
	/   /   /   /
                - /   /   /-
                /   /   /   /   /  	 
	 	 
	(Insert
                Social Security
                or
                  Other Identifying 
                  Number
                    of Holder)

                

              	Address	
                ________________________________________

              	 
	 	 	
                 

                
                  

                

                 

                 

              	 
	
                Signature_____________________

              	 


      

       

      This
        Warrant may only be exercised by presentation to the Warrant Agent at one
        of the
        following locations:

       

      
        	 	By
                hand at: 	[●]


      

       

      
        
          	 	By mail
                  at: 	[●]


        

      

       

      The
        method of delivery of this Warrant Certificate is at the option and risk
        of the
        exercising holder and the delivery of this Warrant Certificate will be deemed
        to
        be made only when actually received by the Warrant Agent.  If delivery
        is by mail, registered mail with return receipt requested, properly insured,
        is
        recommended.  In all cases, sufficient time should be allowed to
        assure timely delivery.

       

      (Instructions
        as to form and delivery of Shares and/or Warrant Certificates)

       

       

      
        	Name
                in which Shares are
                to be registered if other than in
                the name of the registered holder of
                this Warrant Certificate:	 	___________________________________
	 	 	 
	Address
                to which Shares are
                to be mailed if other than to the address
                of the registered holder of this
                Warrant Certificate as shown on the
                books of the Warrant Agent:	 	___________________________________
	 	 	(Street
                Address)
	 	 	 
	 	 	
                ___________________________________

                (City
                  and State) (Zip Code)

              
	 	 	 
	 	 	 
	Name
                in which Warrant Certificate evidencing
                unexercised Warrants, if any, are
                to be registered if other than in the name
                of the registered holder of this Warrant
                Certificate:	 	___________________________________
	 	 	 
	Address
                to which certificate representing unexercised
                Warrants, if any, are to be mailed
                if other than to the address of the
                registered holder of this Warrant 	 	 
	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	Certificate
                as shown on the books of the
                Warrant Agent:	 	___________________________________ 
	 	 	(Street
                Address)
	 	 	 
	 	 	
                ___________________________________

                (City
                  and State) (Zip Code)

              
	 	 	 
	 	 	Dated:
	 	 	 
	 	 	___________________________________
Signature
	 	 	 
	 	 	Signature
                must conform in all respects to the name of the holder as specified
                on the
                face of this Warrant Certificate.  If Shares, or a Warrant
                Certificate evidencing unexercised Warrants, are to be issued in
                a name
                other than that of the registered holder hereof or are to be delivered
                to
                an address other than the address of such holder as shown on the
                books of
                the Warrant Agent, the above signature must be guaranteed by an Eligible
                Guarantor Institution (as that term is defined in Rule 17Ad-15 of
                the
                Securities Exchange Act of 1934, as amended).
	 	 	 
	SIGNATURE
                GUARANTEE	 	 
	 	 	 
	
                Name
                  of Firm ___________________________

                Address
                  _______________________________

                Area
                  Code

                   and
                  Number ___________________________

                Authorized

                   Signature
                  _____________________________

                Name
                  _________________________________

                Title
                  __________________________________

                Dated:  __________________________,
                  20___

              	 	 
	 	 	 


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      ASSIGNMENT


       

      (FORM
        OF
        ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER

      DESIRES
        TO TRANSFER WARRANTS EVIDENCED HEREBY)

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sell(s), assign(s) and Transfer(s) unto
        

      
         

        
          

        

      

       

      
        	
                 

                
                  

                
(Please print name and address including zip
                code of
                assignee)	 	
                 

                
                  

                
(Please insert social security or other
                identifying number of assignee)
	 	 	 
	the
                rights represented by the within Warrant Certificate and does hereby
                irrevocably constitute and appoint ____________ Attorney to transfer
                said
                Warrant Certificate on the books of the Warrant Agent with full power
                of
                substitution in the premises.
	 	 	 
	Dated:	 	 
	 	 	 
	 	 	
                 

                
                  

                
                Signature
	 	 	(Signature
                must conform in all respects to the name of the holder as specified
                on the
                face of this Warrant Certificate and must bear a signature guarantee
                by an
                Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15
                of
                the Securities Exchange Act of 1934, as amended).
	 	 	 
	SIGNATURE
                GUARANTEE	 	 
	 	 	 
	
                Name
                  of Firm ___________________________

                Address
                  _______________________________

                Area
                  Code

                   and
                  Number ___________________________

                Authorized

                   Signature
                  _____________________________

                Name
                  _________________________________

                Title
                  __________________________________

                Dated:  __________________________,
                  20___