efc7-2356_6288540ex1014.htm


    Exhibit
      10.14

     

    NRDC
      ACQUISITION CORP.

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is
      entered into as of [•], 2007, by NRDC Acquisition Corp., a
      Delaware corporation (the “Company”) and NRDC Capital
      Management, LLC, a Delaware limited liability company (the
“Investor”).

     

    WHEREAS,
      the Investor currently holds most of the issued and outstanding securities
      of
      the Company;

     

    WHEREAS,
      the Investor shall, concurrently with the Company’s initial public offering,
      purchase Private Placement Warrants (as hereinafter defined) from the Company
      in
      a private placement (the “Private Placement”);

     

    WHEREAS,
      the Investor has committed, subject to certain conditions, to purchase the
      Co-Investment Units (as hereinafter defined) from the Company in a private
      placement (the “Co-Investment”) that will occur immediately
      prior to the Company’s consummation of the Initial Business Combination (as
      hereinafter defined); and

     

    WHEREAS,
      the Investor and the Company desire to enter into this Agreement to provide
      the
      Investor with certain rights relating to the registration of the Company’s
      securities held by it.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    
      	
              1.

            	
              DEFINITIONS.  The
                following capitalized terms used herein have the following
                meanings:

            


    

     

    “Agreement”
      means this Agreement, as amended, restated, supplemented, or otherwise modified
      from time to time.

     

    “Board”
      means the board of directors of the Company.

     

    “Co-Investment
      Common Stock” means the 2,000,000 shares of Common Stock to be issued
      as part of the Co-Investment Units and sold by the Company to the
      Investor.

     

    “Co-Investment
      Units” means the 2,000,000 units of the Company to be issued and sold
      by the Company to the Investor in a private placement that will occur
      immediately prior to the Initial Business Combination.

     

    “Co-Investment
      Warrants” means the 2,000,000 Warrants of the Company to purchase
      shares of Common Stock to be issued as part of the Co-Investment Units sold
      by
      the Company to the Investor (including the underlying shares of Common Stock
      for
      which they may be exercised).

     

    “Commission”
      means the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Common
      Stock” means the common stock, par value $0.0001 per share, of the
      Company.

     

    “Company”
      is defined in the preamble to this Agreement.

     

    “Demanding
      Holder” is defined in Section 2.1.1.

     

    “Demand
      Registration” is defined in Section 2.1.1.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the
      rules and regulations of the Commission promulgated thereunder, all as the
      same
      shall be in effect at the time.

     

    “Form
      S-3” is defined in Section 2.3.

     

    “Indemnified
      Party” is defined in Section 4.3.

     

    “Indemnifying
      Party” is defined in Section 4.3.

     

    “Initial
      Business Combination” means the consummation by the Company of a
      merger, capital stock exchange, stock purchase, asset acquisition,
      reorganization or similar business combination with one or more operating
      businesses.

     

    “Investor”
      is defined in the preamble to this Agreement.

     

    “Investor
      Indemnified Party” is defined in Section 4.1.

     

    “IPO
      Side Letter” means those certain Side Letters, of even date herewith,
      executed by the Investor and acknowledged by the Company.

     

    “Maximum
      Number of Shares” is defined in Section 2.1.4.

     

    “Notices”
      is defined in Section 6.3.

     

    “Person”
      means an individual, a partnership, a limited liability company, a joint
      venture, a corporation, a trust, an unincorporated organization, a government
      or
      any department or agency thereof or any entity similar to any of the
      foregoing.

     

    “Piggy-Back
      Registration” is defined in Section 2.2.1.

     

    “Private
      Placement Agreement” means the Placement Warrant Purchase Agreement,
      dated [•], 2007, by and among the Company and the Investor.

     

     “Private
      Placement Warrants” means the 8,000,000 Warrants purchased by the
      Investor from the Company pursuant to the terms of the Private Placement
      Agreement.

     

     “Register,”
      “registered” and “registration” mean to effect
      a registration of securities, having effected a registration of securities
      and
      effected a registration of securities, respectively, by preparing and filing
      a
      registration statement or similar document in compliance with the requirements
      of the Securities Act, and such registration statement becoming
      effective.

     

    “Registrable
      Securities” mean (a) all of the shares of Common Stock and Warrants
      owned or held by the Investor prior to the date hereof or purchased in the
      Private Placement, including any shares of Common Stock issuable upon exercise
      of such Warrants and (b) the Co-Investment Common Stock and Co-Investment
      Warrants, including any shares of Common Stock issuable upon exercise of the
      Co-Investment Warrants. Registrable Securities include any warrants, shares
      of
      capital stock or other securities of the Company issued as a dividend or other
      distribution with respect to or in exchange for or in replacement of such shares
      of Common Stock. As to any particular Registrable Securities, such securities
      shall cease to be Registrable Securities when: (i) a Registration Statement
      with
      respect to the sale of such securities shall have become effective under the
      Securities Act and such securities shall have been sold, transferred, disposed
      of or exchanged in accordance with such Registration Statement; (ii) such
      securities shall have been otherwise transferred, new certificates for them
      not
      bearing a legend restricting further transfer shall have been delivered by
      the
      Company and subsequent public distribution of them shall not require
      registration under the Securities Act; (iii) such securities shall have ceased
      to be outstanding; or (iv) the Registrable Securities are salable under Rule
      144(k).  Notwithstanding the foregoing or any contrary
      provision

     


    
      
        
        

      

      
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    contained
      herein, for the avoidance of doubt, no security of the Company shall be a
“Registrable Security” hereunder unless the lock-up period for such security has
      been terminated.

     

    “Registration
      Statement” means a registration statement filed by the Company with the
      Commission in compliance with the Securities Act and the rules and regulations
      promulgated thereunder for a public offering and sale of Common Stock and/or
      Warrants, as the case may be (other than a registration statement (a) on Form
      S-4 or Form S-8, or their successors, (b) covering only securities proposed
      to
      be issued in exchange for securities or assets of another entity, (c) for an
      exchange offer or offering of securities solely to the Company’s existing
      stockholders, (d) for an offering of debt that is convertible into equity
      securities of the Company, or (e) for a dividend reinvestment
      plan).

     

    “Release
      Date” means the date on which the lock up period (as described in
      Sections [•] of the IPO Side Letters) applicable to the Registrable Securities
      is terminated (as applicable); provided, however that the
      Release Date with respect to (i) the Co-Investment Common Stock shall be no
      earlier than one year from the date of the Initial Business Combination and
      (ii)
      the Co-Investment Warrants shall be only after the date on which the last sales
      price of the Common Stock on the American Stock Exchange, or other national
      securities exchange on which the 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 days after the consummation of the Initial Business
      Combination.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and
      regulations of the Commission promulgated thereunder, all as the same shall
      be
      in effect at the time.

     

    “Underwriter”
      means a securities dealer who purchases any Registrable Securities as principal
      in an underwritten offering and not as part of such dealer’s market-making
      activities.

     

    “Warrant”
      means a warrant to purchase one (1) share of the Common Stock for
      $7.50.

     

    
      	
              2.

            	
              REGISTRATION
                RIGHTS.

            


    

     

    2.1.           Demand
      Registration.

     

    2.1.1           Request
      for Registration.  At any time commencing ninety (90) days prior
      to, and from time to time on or after a Release Date, the Investor or, if the
      Investor does not own any Registrable Securities, holders of at least 50.1%
      of
      the Registrable Securities, on an as-converted to Common Stock basis, may make
      a
      written demand for registration under the Securities Act of all or part of
      the
      related Registrable Securities (a “Demand Registration”). Any
      demand for a Demand Registration shall specify the number of shares of
      Registrable Securities proposed to be sold and the intended method(s) of
      distribution thereof. The Company will notify all holders of Registrable
      Securities of the demand, and each holder of Registrable Securities who wishes
      to include all or a portion of such holder’s Registrable Securities in the
      Demand Registration (each such holder including shares of Registrable Securities
      in such registration, a “Demanding Holder”) shall so notify the
      Company in writing within fifteen (15) days after the receipt by the holder
      of
      the notice from the Company. Upon any such request, the Demanding Holders shall
      be entitled to have their Registrable Securities included in the Demand
      Registration, subject to Section 2.1.4 and the provisos set forth in Section
      3.1.1. The Company shall not be obligated to effect more than an aggregate
      of
      three (3) Demand Registrations under this Section 2.1.1 in respect of
      Registrable Securities.

     

    2.1.2           Effective
      Registration.  A registration will not count as a Demand
      Registration until the Registration Statement filed with the Commission with
      respect to such Demand Registration has been declared effective and the Company
      has complied with all of its material obligations under this Agreement with
      respect thereto; provided, however, that if,
      after such Registration Statement has been declared effective, the offering
      of
      Registrable Securities pursuant to a Demand Registration is interfered with
      by
      any stop order or injunction of the Commission or any other governmental agency
      or court, the Registration Statement with respect to such Demand Registration
      will be deemed not to have been declared effective, unless and until, (a) such
      stop order or injunction is removed, rescinded or otherwise

     


    
      
        
        

      

      
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    terminated,
      and (b) a majority-in-interest of the Demanding Holders thereafter elects to
      continue the offering; provided, further, that
      the Company shall not be obligated to file a second Registration Statement
      until
      a Registration Statement that has been filed is counted as a Demand Registration
      or is terminated.

     

    2.1.3           Underwritten
      Offering.  If a majority-in-interest of the Demanding Holders so
      elects and such holders so advise the Company as part of their written demand
      for a Demand Registration, the offering of such Registrable Securities pursuant
      to such Demand Registration shall be in the form of an underwritten offering.
      In
      such event, the right of any holder to include its Registrable Securities in
      such registration shall be conditioned upon such holder’s participation in such
      underwriting and the inclusion of such holder’s Registrable Securities in the
      underwriting to the extent provided herein. All Demanding Holders proposing
      to
      distribute their securities through such underwriting shall enter into an
      underwriting agreement in customary form with the Underwriter or Underwriters
      selected for such underwriting by a majority-in-interest of the holders
      initiating the Demand Registration.

     

    2.1.4           Reduction
      of Offering.  If the managing Underwriter or Underwriters for a
      Demand Registration that is to be an underwritten offering advise(s) the Company
      and the Demanding Holders in writing that the dollar amount or number of shares
      of Registrable Securities which the Demanding Holders desire to sell, taken
      together with all other shares of Common Stock or other securities which the
      Company desires to sell and the shares of Common Stock, if any, as to which
      registration has been requested pursuant to written contractual piggy-back
      registration rights held by other stockholders of the Company who desire to
      sell, exceeds the maximum dollar amount or maximum number of shares that can
      be
      sold in such offering without adversely affecting the proposed offering price,
      the timing, the distribution method, or the probability of success of such
      offering (such maximum dollar amount or maximum number of shares, as applicable,
      the “Maximum Number of Shares”), then the Company shall include
      in such registration: (a) first, the Registrable Securities as to which Demand
      Registration has been requested by the Demanding Holders (pro rata in accordance
      with the number of shares of Registrable Securities which such Demanding Holders
      have requested be included in such registration, regardless of the number of
      shares held by each such Person (such proportion is referred to herein as
“Pro Rata”)) that can be sold without exceeding the Maximum
      Number of Shares; (b) second, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clause (a), the shares of Common Stock
      or other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; (c) third, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses (a)
      and (b), the shares of Common Stock or other securities for the account of
      other
      Persons that the Company is obligated to register pursuant to written
      contractual arrangements with such Persons and that can be sold without
      exceeding the Maximum Number of Shares; and (d) fourth, to the extent that
      the
      Maximum Number of Shares have not been reached under the foregoing clauses
      (a),
      (b) and (c), the shares of Common Stock that other shareholders desire to sell
      that can be sold without exceeding the Maximum Number of Shares to the extent
      that the Company, in its sole discretion, wishes to permit such sales pursuant
      to this clause (d).

     

    2.1.5           Withdrawal.  If
      a majority-in-interest of the Demanding Holders disapprove of the terms of
      any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraws from a proposed offering relating to a Demand
      Registration, then such registration shall not count as a Demand Registration
      provided for in Section 2.1, provided that the
      majority-in-interest of the Demanding Holders electing to so withdraw from
      the
      offering pays all costs and expenses incurred by the Company in connection
      with
      such withdrawn Demand Registration.

     

    2.1.6           Permitted
      Delays.  The Company shall be entitled to postpone the filing of
      any Registration Statement under this Section 2.1 (a) until the applicable
      Release Date, or (b) for up to sixty (60) days, if (i) at any time prior to
      the
      filing of such Registration Statement the Company’s Board of Directors
      determines, in its good faith business judgment, that such registration and
      offering would

     


    
      
        
        

      

      
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    materially
      and adversely affect any financing, acquisition, corporate reorganization,
      or
      other material transaction involving the Company, and (ii) the Company delivers
      to the Demanding Holders written notice thereof within five (5) business days
      of
      the date of receipt of such request for Demand Registration.

     

    2.2.           Piggy-Back
      Registration.

     

    2.2.1           Piggy-Back
      Rights.  If at any time on or after a Release Date the Company
      proposes to file a Registration Statement under the Securities Act with respect
      to an offering of equity securities, or securities or other obligations
      exercisable or exchangeable for, or convertible into, equity securities, by
      the
      Company for its own account or for stockholders of the Company for their account
      (or by the Company and by stockholders of the Company including, without
      limitation, pursuant to Section 2.1), then the Company shall (a) give written
      notice of such proposed filing to the holders of Registrable Securities as
      soon
      as practicable but in no event less than ten (10) days before the anticipated
      filing date, which notice shall describe the amount and type of securities
      to be
      included in such offering, the intended method(s) of distribution, and the
      name
      of the proposed managing Underwriter or Underwriters, if any, of the offering,
      and (b) offer to the holders of Registrable Securities in such notice the
      opportunity to register the sale of such number of shares of Registrable
      Securities as such holders may request in writing within ten (10) days following
      receipt of such notice (a “Piggy-Back Registration”). The
      Company shall cause such Registrable Securities to be included in such
      registration and shall use commercially reasonable efforts to cause the managing
      Underwriter or Underwriters of a proposed underwritten offering to permit the
      Registrable Securities requested to be included in a Piggy-Back Registration
      on
      the same terms and conditions as any similar securities of the Company and
      to
      permit the sale or other disposition of such Registrable Securities in
      accordance with the intended method(s) of distribution thereof. All holders
      of
      Registrable Securities proposing to distribute their securities through a
      Piggy-Back Registration that involves an Underwriter or Underwriters shall
      enter
      into an underwriting agreement in customary form with the Underwriter or
      Underwriters selected for such Piggy-Back Registration.

     

    2.2.2           Reduction
      of Offering.  If the managing Underwriter or Underwriters for a
      Piggy-Back Registration that is to be an underwritten offering advise(s) the
      Company and the holders of Registrable Securities in writing that the dollar
      amount or number of shares of Common Stock which the Company desires to sell,
      taken together with shares of Common Stock, if any, as to which registration
      has
      been demanded pursuant to written contractual arrangements with Persons other
      than the holders of Registrable Securities hereunder, the Registrable Securities
      as to which registration has been requested under this Section 2.2, and the
      shares of Common Stock, if any, as to which registration has been requested
      pursuant to the written contractual piggy-back registration rights of other
      stockholders of the Company, exceeds the Maximum Number of Shares, then the
      Company shall include in any such registration:

     

    (a)        If
      the registration is undertaken for the Company’s account: (i) first, the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (ii) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (i), the shares of Common Stock or other securities, if any, comprised
      of
      Registrable Securities, as to which registration has been requested pursuant
      to
      the applicable written contractual piggy-back registration rights of such
      security holders, Pro Rata, that can be sold without exceeding the Maximum
      Number of Shares; and (iii) third, to the extent that the Maximum Number of
      Shares has not been reached under the foregoing clauses (i) and (ii), the shares
      of Common Stock or other securities for the account of other Persons that the
      Company is obligated to register pursuant to written contractual piggy-back
      registration rights with such Persons and that can be sold without exceeding
      the
      Maximum Number of Shares; and

     

    (b)        If
      the registration is a “demand” registration undertaken at the demand of Persons
      other than the holders of Registrable Securities, (i) first, the shares of
      Common Stock or other securities for the account of the demanding Persons that
      can be sold without exceeding the Maximum Number of Shares; (ii) second, to
      the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (i), the shares of Common Stock or other securities that the
      Company desires to sell that can be sold without exceeding the Maximum Number
      of

     


    
      
        
        

      

      
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    Shares;
      (iii) third, to the extent that the Maximum Number of Shares has not been
      reached under the foregoing clauses (i) and (ii), the shares of Common Stock
      or
      other securities, if any, comprised of Registrable Securities, Pro Rata, as
      to
      which registration has been requested pursuant to the applicable written
      contractual piggy-back registration rights of such security holders, Pro Rata,
      that can be sold without exceeding the Maximum Number of Shares; and (iv)
      fourth, to the extent that the Maximum Number of Shares has not been reached
      under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock
      or
      other securities, if any, for the account of other Persons that the Company
      is
      obligated to register pursuant to written contractual piggy-back registration
      rights with such Persons that can be sold without exceeding the Maximum Number
      of Shares.

     

    2.2.3           Withdrawal.  Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company (whether on its own
      determination or as the result of a withdrawal by Persons making a demand
      pursuant to written contractual obligations) may withdraw a registration
      statement at any time prior to the effectiveness of the Registration Statement
      without thereby incurring any liability to the holders of Registrable
      Securities. Notwithstanding any such withdrawal, the Company shall pay all
      expenses incurred by the holders of Registrable Securities in connection with
      such Piggy-Back Registration as provided in Section 3.3.

     

    2.2.4           Permitted
      Delays.  The Company shall be entitled to postpone, for up to
      sixty (60) days (but not for more than one hundred eighty (180) days in any
      calendar year), the filing of any Registration Statement under this Section
      2.2,
      if (a) at any time prior to the filing of such Registration Statement the
      Company’s Board of Directors determines, in its good faith business judgment,
      that such registration and offering would materially and adversely affect any
      financing, acquisition, corporate reorganization, or other material transaction
      involving the Company, and (b) the Company delivers to the holder of Registrable
      Securities requesting a Piggy-Back Registration written notice thereof within
      five (5) business days of the date of receipt by the Company of such request
      for
      Piggy-Back Registration.

     

    2.3.           Registrations
      on Form S-3.  At any time on or after a Release Date, the holders
      of Registrable Securities may at any time and from time to time, request in
      writing that the Company register the resale of any or all of such Registrable
      Securities on Form S-3 or any similar short-form registration which may be
      available at such time (“Form S-3”); provided,
however, that the Company shall
      not be obligated to effect such
      request through an underwritten offering. Upon receipt of such written request,
      the Company will promptly give written notice of the proposed registration
      to
      all other holders of Registrable Securities, and, as soon as practicable
      thereafter, effect the registration of all or such portion of such holder’s or
      holders’ Registrable Securities as are specified in such request, together with
      all or such portion of the Registrable Securities of any other holder or holders
      joining in such request as are specified in a written request given within
      fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not
      be obligated to effect any such registration pursuant to this Section 2.3:
      (a)
      if Form S-3 is not available for such offering; or (b) if the holders of the
      Registrable Securities, together with the holders of any other securities of
      the
      Company entitled to inclusion in such registration, propose to sell Registrable
      Securities and such other securities (if any) at any aggregate price to the
      public of less than $500,000. Registrations effected pursuant to this Section
      2.3 shall not be counted as Demand Registrations effected pursuant to Section
      2.1.

     

    
      	
              3.

            	
              REGISTRATION
                PROCEDURES.

            


    

     

    3.1.           Filings;
      Information.  Whenever the Company is required to effect the
      registration of any Registrable Securities pursuant to Section 2, the Company
      shall use commercially reasonable efforts to effect the registration and sale
      of
      such Registrable Securities in accordance with the intended method(s) of
      distribution thereof as expeditiously as practicable, and in connection with
      any
      such request:

     

    3.1.1           Filing
      Registration Statement.  The Company shall, as expeditiously as
      possible and in any event within sixty (60) days after receipt of a request
      for
      a Demand Registration pursuant to Section 2.1, prepare and file with the
      Commission a Registration Statement on any form for which the
      Company

     


    
      
        
        

      

      
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    then
      qualifies or which counsel for the Company shall deem appropriate and which
      form
      shall be available for the sale of all Registrable Securities to be registered
      thereunder in accordance with the intended method(s) of distribution thereof,
      and shall use commercially reasonable efforts to cause such Registration
      Statement to become and remain effective for the period required by Section
      3.1.3; provided, however, that the Company
      shall have the right to defer any Demand Registration for up to sixty (60)
      days,
      and any Piggy-Back Registration for such period as may be applicable to
      deferment of any demand registration to which such Piggy-Back Registration
      relates, in each case if the Company shall furnish to the holders a certificate
      signed by the Chief Executive Officer or Chairman of the Company stating that,
      in the good faith judgment of the Board, it would be materially detrimental
      to
      the Company and its stockholders for such Registration Statement to be effected
      at such time; provided, further, that the
      Company shall not have the right to exercise the right set forth in the
      immediately preceding proviso more than once in any three hundred sixty five
      (365) day period in respect of a Demand Registration hereunder.

     

    3.1.2           Copies.  The
      Company shall, prior to filing a Registration Statement or prospectus, or any
      amendment or supplement thereto, furnish without charge to the holders of
      Registrable Securities included in such registration, and such holders’ legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as the holders of Registrable Securities
      included in such registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

     

    3.1.3           Amendments
      and Supplements.  The Company shall prepare and file with the
      Commission such amendments, including post-effective amendments, and supplements
      to such Registration Statement and the prospectus used in connection therewith
      as may be necessary to keep such Registration Statement effective and in
      compliance with the provisions of the Securities Act until all Registrable
      Securities and other securities covered by such Registration Statement have
      been
      disposed of in accordance with the intended method(s) of distribution set forth
      in such Registration Statement (which period shall not exceed the sum of one
      hundred eighty (180) days plus any period during which any such disposition
      is
      interfered with by any stop order or injunction of the Commission or any
      governmental agency or court) or such securities have been
      withdrawn.

     

    3.1.4           Notification.  After
      the filing of a Registration Statement, the Company shall promptly, and in
      no
      event more than two (2) business days after such filing, notify the holders
      of
      Registrable Securities included in such Registration Statement of such filing,
      and shall further notify such holders within two (2) business days of the
      occurrence of any of the following: (a) when such Registration Statement becomes
      effective; (b) when any post-effective amendment to such Registration Statement
      becomes effective; (c) the issuance or threatened issuance by the Commission
      of
      any stop order (and the Company shall take all commercially reasonable actions
      required to prevent the entry of such stop order or to remove it if entered);
      and (d) any request by the Commission for any amendment or supplement to such
      Registration Statement or any prospectus relating thereto or for additional
      information or of the occurrence of an event requiring the preparation of a
      supplement or amendment to such prospectus so that, as thereafter delivered
      to
      the purchasers of the securities covered by such Registration Statement, such
      prospectus will not contain an untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and promptly make available to the holders
      of
      Registrable Securities included in such Registration Statement any such
      supplement or amendment; except that before filing with the Commission a
      Registration Statement or prospectus or any amendment or supplement thereto,
      including documents incorporated by reference, the Company shall furnish to
      the
      holders of Registrable Securities included in such Registration Statement and
      to
      the legal counsel for any such holders, copies of all such documents proposed
      to
      be filed sufficiently in advance of filing to provide such holders and legal
      counsel with a reasonable opportunity to review such documents and comment
      thereon, and the Company shall not file any Registration Statement or prospectus
      or amendment or supplement thereto, including documents incorporated by
      reference, to which such holders or their legal counsel shall
      object.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    3.1.5           State
      Securities Laws Compliance.  The Company shall use commercially
      reasonable efforts to (a) register or qualify the Registrable Securities covered
      by the Registration Statement under such securities or “blue sky” laws of such
      jurisdictions in the United States as the holders of Registrable Securities
      included in such Registration Statement (in light of their intended plan of
      distribution) may request, and (b) take such action necessary to cause such
      Registrable Securities covered by the Registration Statement to be registered
      with or approved by such other governmental authorities as may be necessary
      by
      virtue of the business and operations of the Company and do any and all other
      acts and things that may be necessary or advisable to enable the holders of
      Registrable Securities included in such Registration Statement to consummate
      the
      disposition of such Registrable Securities in such jurisdictions; provided,
      however, that the Company shall not be required to qualify generally to do
      business in any jurisdiction where it would not otherwise be required to qualify
      but for this paragraph or subject itself to taxation in any such
      jurisdiction.

     

    3.1.6           Agreements
      for Disposition.  The Company shall enter into customary
      agreements (including, if applicable, an underwriting agreement in customary
      form) and take such other actions as are reasonably required in order to
      expedite or facilitate the disposition of such Registrable Securities. The
      representations, warranties and covenants of the Company in any underwriting
      agreement which are made to or for the benefit of any Underwriters, to the
      extent applicable, shall also be made to and for the benefit of the holders
      of
      Registrable Securities included in such registration statement. No holder of
      Registrable Securities included in such registration statement shall be required
      to make any representations or warranties in the underwriting agreement except,
      if applicable, with respect to such holder’s organization, good standing,
      authority, title to Registrable Securities, lack of conflict of such sale with
      such holder’s material agreements and organizational documents, and with respect
      to written information relating to such holder that such holder has furnished
      in
      writing expressly for inclusion in such Registration Statement.

     

    3.1.7           Cooperation.  The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    3.1.8           Records.  The
      Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement.

     

    3.1.9           Opinions
      and Comfort Letters.  The Company shall furnish to each holder of
      Registrable Securities included in any Registration Statement a signed
      counterpart, addressed to such holder, of (a) any opinion of counsel to the
      Company delivered to any Underwriter and (b) any comfort letter from the
      Company’s independent public accountants delivered to any Underwriter. In the
      event no legal opinion is delivered to any Underwriter, the Company shall
      furnish to each holder of Registrable Securities included in such Registration
      Statement, at any time that such holder elects to use a prospectus, an opinion
      of counsel to the Company to the effect that the Registration Statement
      containing such prospectus has been declared effective and that no stop order
      is
      in effect.

     

    3.1.10         Earnings
      Statement.  The Company shall comply with all applicable rules
      and regulations of the Commission and the Securities Act, and make available
      to
      its stockholders, as soon as practicable, an earnings statement covering a
      period of twelve (12) months, beginning within three (3) months after
      the

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    effective
      date of the registration statement, which earnings statement shall satisfy
      the
      provisions of Section 11(a) of the Securities Act and Rule 158
      thereunder.

     

    3.1.11            Listing.  The
      Company shall use commercially reasonable efforts to cause all Registrable
      Securities included in any registration to be listed on such exchanges or
      otherwise designated for trading in the same manner as similar securities issued
      by the Company are then listed or designated or, if no such similar securities
      are then listed or designated, in a manner satisfactory to the
      majority-in-interest of the holders of Registrable Securities included in such
      registration.

     

    3.2.           Obligation
      to Suspend Distribution.  Upon receipt of any notice from the
      Company of the happening of any event of the kind described in Section 3.1.4(d),
      or, in the case of a resale registration on Form S-3 pursuant to Section 2.3
      hereof, upon any suspension by the Company, pursuant to a written insider
      trading compliance program adopted by the Board, of the ability of all
“insiders” covered by such program to transact in the Company’s securities
      because of the existence of material non-public information, each holder of
      Registrable Securities included in any registration shall immediately
      discontinue disposition of such Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until such holder
      receives the supplemented or amended prospectus contemplated by Section 3.1.4(d)
      or the restriction on the ability of “insiders” to transact in the Company’s
      securities is removed, as applicable, and, if so directed by the Company, each
      such holder will deliver to the Company all copies, other than permanent file
      copies then in such holder’s possession, of the most recent prospectus covering
      such Registrable Securities at the time of receipt of such notice.

     

    3.3.           Registration
      Expenses.  The Company shall bear all costs and expenses incurred
      in connection with (a) subject to Section 2.1.5, any Demand Registration
      pursuant to Section 2.1, (b) any Piggy-Back Registration pursuant to Section
      2.2, and (c) any registration on Form S-3 effected pursuant to Section 2.3,
      and
      all expenses incurred in performing or complying with its other obligations
      under this Agreement, whether or not the Registration Statement becomes
      effective, including, without limitation: (i) all registration and filing fees;
      (ii) fees and expenses of compliance with securities or “blue sky” laws
      (including fees and disbursements of counsel in connection with blue sky
      qualifications of the Registrable Securities); (iii) printing expenses; (iv)
      the
      Company’s internal expenses (including, without limitation, all salaries and
      expenses of its officers and employees); (v) the fees and expenses incurred
      in
      connection with the listing of the Registrable Securities as required by Section
      3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and
      disbursements of counsel for the Company and fees and expenses for independent
      certified public accountants retained by the Company (including the expenses
      or
      costs associated with the delivery of any opinions or comfort letters requested
      pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts
      retained by the Company in connection with such registration; and (ix) the
      fees
      and expenses of one (1) legal counsel selected by the holders of a
      majority-in-interest of the Registrable Securities included in such
      registration. The Company shall have no obligation to pay any underwriting
      discounts or selling commissions attributable to the Registrable Securities
      being sold by the holders thereof, which underwriting discounts or selling
      commissions shall be borne by such holders. Additionally, in an underwritten
      offering, all selling stockholders and the Company shall bear the expenses
      of
      the underwriter, pro rata, in proportion to the respective amount of shares
      each
      is selling in such offering.

     

    3.4.           Information.  The
      holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing Underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the registration of
      any
      Registrable Securities under the Securities Act pursuant to Section 2 and in
      connection with the Company’s obligation to comply with federal and applicable
      state securities laws.

     

    
      	
              4.

            	
              INDEMNIFICATION
                AND CONTRIBUTION.

            


    

     

    4.1.           Indemnification
      by the Company.  The Company agrees to indemnify and hold harmless
      the Investor and each other holder of Registrable Securities, and each of their
      respective officers, employees, affiliates, directors, partners, members,
      attorneys and agents, and each Person, if any, who controls (within the meaning
      of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) an
      Investor and each other holder of Registrable Securities (each, an
“Investor Indemnified Party”), from and against any expenses,
      losses,

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    judgments,
      claims, damages or liabilities, whether joint or several, arising out of or
      based upon any untrue statement (or allegedly untrue statement) of a material
      fact contained in any Registration Statement under which the sale of such
      Registrable Securities was registered under the Securities Act, any preliminary
      prospectus, final prospectus or summary prospectus contained in the Registration
      Statement, or any amendment or supplement to such Registration Statement, or
      arising out of or based upon any omission (or alleged omission) to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, or any violation by the Company of the Securities Act
      or
      any rule or regulation promulgated thereunder applicable to the Company and
      relating to action or inaction required of the Company in connection with any
      such registration; and the Company shall promptly reimburse the Investor
      Indemnified Party for any legal and any other expenses reasonably incurred
      by
      such Investor Indemnified Party in connection with investigating and defending
      any such expense, loss, judgment, claim, damage, liability or action;
provided, however, that the Company will not be liable in any
      such case to the extent that any such expense, loss, claim, damage or liability
      arises out of or is based upon any untrue statement or allegedly untrue
      statement or omission or alleged omission made in such Registration Statement,
      preliminary prospectus, final prospectus, or summary prospectus, or any such
      amendment or supplement, in reliance upon and in conformity with information
      furnished to the Company, in writing, by such selling holder expressly for
      use
      therein.

     

    4.2.           Indemnification
      by Holders of Registrable Securities.  Each selling holder of
      Registrable Securities will, in the event that any registration is being
      effected under the Securities Act pursuant to this Agreement of any Registrable
      Securities held by such selling holder, indemnify and hold harmless the Company,
      each of its directors and officers and each underwriter (if any), and each
      other
      selling holder and each other Person, if any, who controls another selling
      holder or such underwriter within the meaning of the Securities Act, against
      any
      losses, claims, judgments, damages or liabilities, whether joint or several,
      insofar as such losses, claims, judgments, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or
      allegedly untrue statement of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to the Registration Statement, or arise out of or are based upon
      any
      omission or the alleged omission to state a material fact required to be stated
      therein or necessary to make the statement therein not misleading, if the
      statement or omission was made in reliance upon and in conformity with
      information furnished in writing to the Company by such selling holder expressly
      for use therein, and shall reimburse the Company, its directors and officers,
      and each other selling holder or controlling Person for any legal or other
      expenses reasonably incurred by any of them in connection with investigation
      or
      defending any such loss, claim, damage, liability or action. Each selling
      holder’s indemnification obligations hereunder shall be several and not joint
      and shall be limited to the amount of any net proceeds actually received by
      such
      selling holder.

     

    4.3.           Conduct
      of Indemnification Proceedings.  Promptly after receipt by any
      Person of any notice of any loss, claim, damage or liability or any action
      in
      respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such
      Person (the “Indemnified Party”) shall, if a claim in respect
      thereof is to be made against any other Person for indemnification hereunder,
      notify such other Person (the “Indemnifying Party”) in writing
      of the loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the
      Indemnifying Party shall not relieve the Indemnifying Party from any liability
      which the Indemnifying Party may have to such Indemnified Party hereunder,
      except and solely to the extent the Indemnifying Party is actually prejudiced
      by
      such failure. If the Indemnified Party is seeking indemnification with respect
      to any claim or action brought against the Indemnified Party, then the
      Indemnifying Party shall be entitled to participate in such claim or action,
      and, to the extent that it wishes, jointly with all other Indemnifying Parties,
      to assume control of the defense thereof with counsel satisfactory to the
      Indemnified Party. After notice from the Indemnifying Party to the Indemnified
      Party of its election to assume control of the defense of such claim or action,
      the Indemnifying Party shall not be liable to the Indemnified Party for any
      legal or other expenses subsequently incurred by the Indemnified Party in
      connection with the defense thereof other than reasonable costs of
      investigation; provided, however, that in any action in which
      both the Indemnified Party and the Indemnifying Party are named as defendants,
      the Indemnified Party shall have the right to employ separate counsel (but
      no
      more than one such separate counsel) to represent the Indemnified Party and
      its
      controlling Persons who may be subject to liability arising out of any claim
      in
      respect of which indemnity may be sought by the Indemnified Party against the
      Indemnifying Party, with the fees and expenses of such counsel to be paid by
      such Indemnifying Party if, based upon the written opinion of counsel of such
      Indemnified Party,

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    representation
      of both parties by the same counsel would be inappropriate due to actual or
      potential differing interests between them. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, consent to entry of judgment
      or effect any settlement of any claim or pending or threatened proceeding in
      respect of which the Indemnified Party is or could have been a party and
      indemnity could have been sought hereunder by such Indemnified Party, unless
      such judgment or settlement includes an unconditional release of such
      Indemnified Party from all liability arising out of such claim or
      proceeding.

     

    4.4.           Contribution.

     

    4.4.1           If
      the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3
      is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    4.4.2           The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by pro rata allocation or by any
      other method of allocation which does not take account of the equitable
      considerations referred to in the immediately preceding Section
      4.4.1.

     

    4.4.3           The
      amount paid or payable by an Indemnified Party as a result of any loss, claim,
      damage, liability or action referred to in the immediately preceding paragraph
      shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 4.4, no holder of Registrable Securities shall be
      required to contribute any amount in excess of the dollar amount of the net
      proceeds (after payment of any underwriting fees, discounts, commissions or
      taxes) actually received by such holder from the sale of Registrable Securities
      which gave rise to such contribution obligation. No Person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any Person who was not guilty of such
      fraudulent misrepresentation.

     

    
      	
              5.

            	
              UNDERWRITING
                AND DISTRIBUTION.

            


    

     

    5.1.           Rule
      144.  The Company covenants that it shall file any reports
      required to be filed by it under the Securities Act and the Exchange Act and
      shall take such further action as the holders of Registrable Securities may
      reasonably request, all to the extent required from time to time to enable
      such
      holders to sell Registrable Securities without registration under the Securities
      Act within the limitation of the exemptions provided by Rule 144 under the
      Securities Act, as such Rules may be amended from time to time, or any similar
      Rule or regulation hereafter adopted by the Commission.

     

    
      	
              6.

            	
              MISCELLANEOUS.

            


    

     

    6.1.           Other
      Registration Rights.  The Company represents and warrants that no
      Person, other than a holder of the Registrable Securities, has any right to
      require the Company to register any shares of the Company’s capital stock for
      sale or to include shares of the Company’s capital stock in any registration
      filed by the Company for the sale of shares of capital stock for its own account
      or for the account of any other Person.

     

    6.2.           Assignment;
      No Third Party Beneficiaries.  This Agreement and the rights,
      duties and obligations of the Company hereunder may not be assigned or delegated
      by the Company in whole or in part. This Agreement

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    and
      the
      rights, duties and obligations of the holders of Registrable Securities
      hereunder may be freely assigned or delegated by such holder of Registrable
      Securities in conjunction with and to the extent of any transfer of Registrable
      Securities held by any such holder. This Agreement and the provisions hereof
      shall be binding upon and shall inure to the benefit of each of the parties
      hereto and their respective permitted successors and assigns. Except as
      otherwise expressly set forth herein, this Agreement is not intended to confer
      any rights or benefits on any Persons that are not party hereto other than
      as
      expressly set forth in Article 4 and this Section 6.2.

     

    6.3.           Notices.  All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “notices” and each, a “notice”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, delivered
      by
      reputable overnight courier service with charges prepaid, or transmitted by
      hand
      delivery or facsimile, addressed as set forth below, or to such other address
      as
      such party shall have specified most recently by written notice. Notice shall
      be
      deemed given on the date of service or transmission if personally served or
      transmitted by facsimile; provided, that if such service or transmission is
      not
      on a business day or is after normal business hours, then such notice shall
      be
      deemed given on the next business day. Notice otherwise sent as provided herein
      shall be deemed given on the next business day following timely delivery of
      such
      notice to a reputable overnight courier service with an order for next-day
      delivery.

     

    To
      the
      Company:

     

    NRDC
      Acquisition Corp.

    3
      Manhattanville Road

    Purchase,
      New York  10577

    (914)
      272-8067

    Attn:
      Richard A. Baker

     

    with
      a
      copy to:

     

    Sidley
      Austin LLP

    787
      Seventh Avenue

    New
      York,
      NY 10019

    Attn: Samir
      A. Gandhi, Esq.

     

    To
      an
      Investor, to the address for such Investor specified on the signature pages
      hereto.

     

    6.4.           Severability.  This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible that is
      valid and enforceable.

     

    6.5.           Counterparts.  This
      Agreement may be executed by facsimile and in multiple counterparts, and all
      of
      which taken together shall constitute one and the same instrument.

     

    6.6.           Entire
      Agreement.  This Agreement (including all agreements entered into
      pursuant hereto and all certificates and instruments delivered pursuant hereto
      and thereto) constitutes the entire agreement of the parties with respect to
      the
      subject matter hereof and supersedes all prior and contemporaneous agreements,
      representations, understandings, negotiations and discussions between the
      parties, whether oral or written.

     

    6.7.           Modifications
      and Amendments.  No amendment, modification or termination of this
      Agreement shall be binding upon any party unless executed in writing by such
      party.

     

    6.8.           Titles
      and Headings.  Titles and headings of sections of this Agreement
      are for convenience only and shall not affect the construction of any provision
      of this Agreement.

     


    
      
        
        

      

      
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    6.9.           Waivers
      and Extensions.  Any party to this Agreement may waive any right,
      breach or default which such party has the right to waive,
provided that such waiver will not be effective against the
      waiving party unless it is in writing, is signed by such party, and specifically
      refers to this Agreement. Waivers may be made in advance or after the right
      waived has arisen or the breach or default waived has occurred. Any waiver
      may
      be conditional. No waiver of any breach of any agreement or provision herein
      contained shall be deemed a waiver of any preceding or succeeding breach thereof
      nor of any other agreement or provision herein contained. No waiver or extension
      of time for performance of any obligations or acts shall be deemed a waiver
      or
      extension of the time for performance of any other obligations or
      acts.

     

    6.10.           Remedies
      Cumulative.  In the event that the Company fails to observe or
      perform any covenant or agreement to be observed or performed under this
      Agreement, the Investor or any other holder of Registrable Securities may
      proceed to protect and enforce its rights by suit in equity or action at law,
      whether for specific performance of any term contained in this Agreement or
      for
      an injunction against the breach of any such term or in aid of the exercise
      of
      any power granted in this Agreement or to enforce any other legal or equitable
      right, or to take any one or more of such actions, without being required to
      post a bond. None of the rights, powers or remedies conferred under this
      Agreement shall be mutually exclusive, and each such right, power or remedy
      shall be cumulative and in addition to any other right, power or remedy, whether
      conferred by this Agreement or now or hereafter available at law, in equity,
      by
      statute or otherwise.

     

    6.11.           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, without giving effect to conflicts of law principles that would result
      in
      the application of the substantive laws of another jurisdiction. The parties
      hereto agree 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 submit to such jurisdiction,
      which jurisdiction shall be exclusive. The parties hereby waive any objection
      to
      such exclusive jurisdiction and that such courts represent an inconvenient
      forum.

     

    6.12.           Waiver
      of Trial by Jury.  Each party hereby irrevocably and
      unconditionally waives the right to a trial by jury in any action, suit,
      counterclaim or other proceeding (whether based on contract, tort or otherwise)
      arising out of, connected with or relating to this Agreement, the transactions
      contemplated hereby, or the actions of any Investor in the negotiation,
      administration, performance or enforcement hereof.

     

    [Remainder
      of page intentionally left blank]

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered as of the date first written above.

     

     

    
      	 	NRDC
              ACQUISITION
              CORP.	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name:
	Richard
              A. Baker	 
	 	 	Title: 	Chief
              Executive Officer	 
	 	 	 	 


    

     

     

    
      	 	NRDC
              CAPITAL MANAGEMENT,
              LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name: 	 
	 	 	Title: