Unassociated Document


    Exhibit
      10.16

     

    PLACEMENT WARRANT
      PURCHASE AGREEMENT

     

    
      THIS
        PLACEMENT WARRANT PURCHASE AGREEMENT (the
“Agreement”) made as of this [●] day of [●], 2007, among
NRDC Acquisition Corp., a Delaware corporation (the
        “Company”), and NRDC Capital Management, LLC,
        a Delaware limited liability company (the
“Purchaser”).

       

      WHEREAS,
        the Company intends to file with the Securities and Exchange Commission
        (“SEC”) a registration statement on Form S-1 (the
“Registration Statement”), in connection with the Company’s
        initial public offering (the “IPO”) of up to 34,500,000 units
        (including 4,500,000 additional units subject to the underwriters’
over-allotment option), each unit consisting of (i) one share of the Company’s
        common stock, $.0001 par value (the “Common Stock”), and
        (ii) one warrant, each warrant to purchase one share of Common Stock at an
        exercise price of $7.50 per share;

       

      WHEREAS,
        the Company desires to sell to the Purchaser, in a private placement, 8,000,000
        warrants (the “Warrants”) substantially identical to the
        warrants being issued in the IPO pursuant to the terms and conditions hereof
        and
        as set forth in the Registration Statement, except that the Warrants
        (i) may be exercised on a cashless basis so long as they are held by the
        Purchaser, its members, members of its members’ immediate families or their
        controlled affiliates, and (ii) may not be sold or transferred, except in
        limited circumstances, until after the consummation of the Company’s Business
        Combination (as defined below);

       

      WHEREAS,
        the Warrants shall be governed by the Warrant Agreement filed as an exhibit
        to
        the Registration Statement; and

       

      WHEREAS,
        the Purchaser is entitled to registration rights with respect to the Warrants
        and the Common Stock underlying the Warrants on the terms set forth in this
        Agreement.

       

      NOW,
        THEREFORE, for and in consideration of the premises and the mutual covenants
        hereinafter set forth, the parties hereto do hereby agree as
        follows:

       

    

    1.           Purchase
      of Warrants. The Purchaser agrees to purchase from the Company, and the
      Company agrees to sell to the Purchaser, the Warrants at a purchase price of
      $1.00 per Warrant (the “Purchase Price”). The Company and the
      Purchaser agree and acknowledge that the sale by the Company, and the purchase
      and receipt by the Purchaser, of the Warrants pursuant to this Agreement will
      equal (a) an aggregate issuance of 8,000,000 Warrants, and (b) an
      aggregate Purchase Price of $8,000,000.

     

    2.           Closing.
      The closing of the purchase and sale of the Warrants (the
“Closing”) will take place at such time and place as the
      parties may agree, but in any event prior to the completion of the IPO (the
      “Closing Date”). On the Closing Date, the Purchaser shall pay
      the Purchase Price by wire transfer of funds to an account maintained by the
      Company. Immediately prior to the closing of the IPO, the Company shall deposit
      the Purchase Price into the trust account described in the Registration
      Statement. The certificates for the Warrants shall be delivered to the Purchaser
      promptly after the closing of the IPO.

     

    3.           Lock-Up
      Agreement.

     

    3.1           At
      or prior to the Closing, the Purchaser shall enter into a lock-up agreement
      with
      the representative of the underwriters of the Company’s IPO, Banc of America
      Securities LLC, pursuant to which the Purchaser shall agree to not to sell
      the
      Purchaser’s Warrants until after the consummation of the Company’s Business
      Combination (the “Lock-Up Period”). Such Lock-Up Period will be
      extended for up to 18 days if (i) during the last 17 days of the Lock-Up Period
      the Company issues material news or a material event relating to the Company
      occurs or (ii) before the expiration of the applicable Lock-Up Period the
      Company announces that material news or a material event will occur during
      the
      16-day period beginning on the last day of the applicable Lock-Up
      Period.  For purposes of this Agreement, “Business
      Combination” shall mean the Company’s initial acquisition of one or
      more operating businesses through a merger, capital stock exchange, stock
      purchase, asset

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    acquisition
      or other similar business combination which will require that (i) a majority
      of
      the Company’s shares of common stock voted by the Company’s public stockholders
      (as described in the Registration Statement) are voted in favor of the
      acquisition, (ii) less than 30% of the Company’s public stockholders both vote
      against the proposed acquisition and exercise their conversion rights (as
      described in the Registration Statement), and (iii) a majority of the Company’s
      outstanding shares of Common Stock are voted in favor of an amendment to the
      Company’s Second Amended and Restated Certificate of Incorporation, as the same
      may be amended from time to time, to provide for the Company’s perpetual
      existence.

     

    3.2           Notwithstanding
      Section 3.1 above, during the Lock-Up Period, the Purchaser shall
      nevertheless have the right to transfer the Purchaser’s Warrants and the shares
      issuable upon the exercise of the Purchaser’s Warrants (a) to members or
      former members, members of their immediate families or their controlled
      affiliates (each, a “Permitted Transferee”), (b) to a
      trust, the beneficiary of which is a member of the immediate family of a
      Permitted Transferee, (c) by virtue of the laws of descent and distribution
      upon death of a Permitted Transferee, (d) to other officers and/or
      directors of the Company, (e) pursuant to a qualified domestic relations
      order, or (f) in the event of the Company’s dissolution prior to the
      Business Combination or the consummation of a liquidation, merger, capital
      stock
      exchange, stock purchase, asset acquisition or other similar transaction which
      results in all of the Company’s stockholders having the right to exchange their
      shares of Common Stock for cash, securities or other property subsequent to
      the
      Company consummating a Business Combination; provided,
however, that, in connection with each proposed transfer, no such
      transfer shall be effective unless and until the transferee has agreed in
      writing: (i) to be subject to the transfer restrictions set forth in this
      Section 3, (ii) to waive such transferee’s right to participate in any
      liquidation distribution with respect to all shares owned by the transferring
      Purchaser prior to the IPO (but not shares acquired in the IPO or in the
      secondary market) if the Company fails to consummate a Business Combination,
      (iii) to waive such transferee’s right to conversion in connection with the
      Company’s Business Combination, (iv) to vote with respect to all shares
      owned by the transferring Purchaser prior to the IPO (but not shares acquired
      in
      the IPO or in the secondary market) with the majority of public stockholders
      who
      vote in connection with the Company’s Business Combination, and (v) to vote in
      favor of an amendment to the Company’s Second Amended and Restated Certificate
      of Incorporation to provide for the Company’s perpetual existence.

     

    4.           Representations
      and Warranties of the Purchaser. The Purchaser hereby represents and
      warrants to the Company that:

     

    4.1           The
      Purchaser is an “accredited investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act of 1933, as amended (the
      “Securities Act”).

     

    4.2           The
      Warrants (and the shares issuable upon exercise thereof) are being acquired
      for
      the Purchaser’s own account, only for investment purposes and not with a view
      to, or for resale in connection with, any distribution or public offering
      thereof within the meaning of the Securities Act.

     

    4.3           The
      Purchaser has the full right, power and authority to enter into this Agreement
      and this Agreement is a valid and legally binding obligation of the Purchaser
      enforceable against the Purchaser in accordance with its terms.

     

    4.4           The
      Purchaser acknowledges that the Warrants (and the shares issuable upon exercise
      thereof) will bear a legend in substantially the following form:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY APPLICABLE
      STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
      SECURITIES UNDER SAID ACT AND LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO
      THE
      COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    5.           Registration
      Rights Agreement. At or prior to the Closing, the Company and the Purchaser
      shall enter into a mutually satisfactory registration rights agreement having
      the terms described in the Registration Statement.

     


    
      
         

      

      
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    6.           Waiver
      of Claims; Indemnification. The Purchaser hereby waives any and all rights
      to assert any present or future claims, including any right of rescission,
      against the Company or Banc of America Securities LLC with respect to the
      Purchaser’s purchase of the Warrants, and the Purchaser agrees to indemnify and
      hold the Company and Banc of America Securities LLC harmless from all losses,
      damages or expenses that relate to claims or proceedings brought against the
      Company or Banc of America Securities LLC by any of the Purchaser’s transferees,
      heirs, successors, assigns or any subsequent holders of the Warrants or
      underlying securities.

     

    7.           Counterparts;
      Facsimile. This Agreement may be executed in any number of counterparts,
      each of which when so executed shall be deemed to be an original and all of
      which taken together shall constitute one and the same instrument. This
      Agreement or any counterpart may be executed via facsimile transmission, and
      any
      such executed facsimile copy shall be treated as an original.

     

    8.           Governing
      Law. This Agreement shall for all purposes be deemed to be made under and
      shall be construed in accordance with the laws of the State of New York. Each
      of
      the parties 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, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby
      waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient forum.

     

    9.           Successors
      and Assigns. This Agreement shall be binding upon and inure to the benefit
      of the parties and their successors and assigns, provided,
however, that the Purchaser shall not have the right to assign any
      of its
      rights hereunder to purchase Warrants to any other person.

     

    10.           Third
      Party Beneficiaries. This Agreement is intended for the benefit of the
      parties hereto and their respective permitted successors and assigns, and is
      not
      for the benefit of, nor may any provision hereof be enforced by, any other
      person; provided that Banc of America Securities LLC, on its own behalf
      and on behalf of the several underwriters in the IPO, shall be a third party
      beneficiary of this Agreement.

     

    [Remainder
      of Page Intentionally Left Blank]

     


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Purchaser has executed this Placement Warrant Purchase
      Agreement as of the date first written above.

     

    
      	 	COMPANY:	 
	 	 	 
	 	NRDC
              ACQUISITION CORP.,	 
	 	a
              Delaware Corporation	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Name:	Richard
              A.
              Baker	 
	 	Title:	Chief
              Executive
              Officer	 
	 	 	 	 


    

     

    
      	 	PURCHASER:	 
	 	 	 
	 	NRDC
              CAPITAL MANAGEMENT, LLC,	 
	 	a
              Delaware Limited Liability Company	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


    

     

     

    
 

    
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