EX-10.18



 





Exhibit 10.18




NRDC ACQUISITION CORP.




CO-INVESTMENT AGREEMENT




     THIS CO-INVESTMENT AGREEMENT (this “Agreement”), dated as of October 9, 2007, is entered into
by and between 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 a registration statement (the “Registration Statement”)
for the initial public offering of units (the “Initial Public Offering”), each unit consisting of
one share of the common stock, par value $0.0001 per share, of the Company (“Common Stock”), and
one warrant to purchase one share of Common Stock at an exercise price of $7.50 per share.



     WHEREAS, immediately prior to the completion of the Company’s initial merger, capital stock
exchange, stock purchase, asset acquisition or other similar business combination with one or more
operating businesses (a “Business Combination”), the Purchaser desires to purchase and the Company
desires to issue and sell, upon the terms and conditions set forth in this Agreement, for an
aggregate purchase price of $20,000,000 (the “Co-Investment Units Purchase Price”), 2,000,000
Co-Investment Units (the “Co-Investment Units”) at $10.00 per unit, each unit consisting of one
share of Common Stock (“Co-Investment Common Stock”) and one warrant to purchase one share of
Common Stock at an exercise price of $7.50 per share (“Co-Investment Warrants”).



     NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby agree as follows:



Section 1. AUTHORIZATION, PURCHASE AND SALE; TERMS OF THE CO-INVESTMENT UNITS, CO-INVESTMENT SHARES
AND CO-INVESTMENT WARRANTS.



     A. Authorization of the Co-Investment Units, Co-Investment Common Stock, Co-Investment
Warrants, and the shares of Common Stock underlying the Co-Investment Warrants. The Company has
duly authorized the issuance and sale to the Purchaser of each of the Co-Investment Units,
Co-Investment Common Stock, Co-Investment Warrants, and the shares of Common Stock underlying the
Co-Investment Warrants (collectively, the “Securities”).



     B. Purchase and Sale of the Co-Investment Units. Immediately prior to the completion of the
Business Combination (the “Closing Date”), which will not occur until after the approval of the
Business Combination by the requisite vote of the Company’s stockholders, the Company shall issue
and sell to the Purchaser and the Purchaser shall purchase from the Company, the Co-Investment
Units for the Co-Investment Units Purchase Price. On the Closing Date, the Company shall deliver
certificates evidencing the Co-Investment Units, registered in the Purchaser’s name, upon the
payment by the Purchaser of the Co-Investment Units Purchase Price, by wire transfer of immediately
available funds to the Company in accordance with the Company’s wiring instructions. In the event
that the Company fails to consummate the Business Combination within 24 months from the
consummation of its Initial Public Offering, Purchaser’s obligation to purchase the Co-Investment
Units shall be null and void and of no further force and effect.



     C. Terms of the Co-Investment Units, Co-Investment Common Stock and Co-Investment Warrants.



          (i) Co-Investment Units. Each Co-Investment Unit shall have the terms set forth in
the Co-Investment Unit Certificate attached as EXHIBIT A hereto.



          (ii) Co-Investment Common Stock. The Co-Investment Common Stock shall have the terms
set forth in the Second and Amended Certificate of Incorporation of the Company, as may be amended
and restated



 









 







from time to time, (the “Certificate of Incorporation”) and the Co-Investment Common Stock
Certificate attached as EXHIBIT B hereto.



          (iii) Co-Investment Warrants. The Co-Investment Warrants shall have the terms set
forth in the Warrant Certificate and the Warrant Agreement set forth as EXHIBIT C hereto (the
“Warrant Agreement”).



          (iv) Transfer Restrictions.



               (a) During the period from the Closing Date until one (1) year after the consummation of an
initial Business Combination (the “Lock-Up Period”), with respect to the Securities, the Purchaser
shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder with respect to, any Securities, (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Securities, whether any such transaction is to be settled by
delivery of securities, in cash or otherwise, or (iii) publicly announce an intention to effect any
transaction specified in clause (i) or (ii). Notwithstanding the foregoing, the Purchaser may sell
or transfer the Securities to a Permitted Transferee (as hereinafter defined) who agrees in writing
with the Company to be subject to such transfer restrictions. The Purchaser acknowledges that the
Co-Investment Warrants and the shares of Common Stock issuable upon exercise of the Co-Investment
Warrants are subject to the restrictions on transfer set forth in the Warrant Agreement. “Permitted
Transferee” means (a) any officer, director or employee of the Company; or (b) any member or other
person or entity associated or affiliated with NRDC Capital Management, LLC and its current or
former members.



               (b) 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 Lock-Up
period, the Company announces that material news or a material event relating to the Company will
occur during the 16-day period beginning on the last day of the Lock-Up Period, said Lock-Up Period
will be extended for up to 18 days beginning on the issuance of the material news or the occurrence
of the material event.



               (c) The Purchaser agrees that after the Lock-Up Period has elapsed, the Securities shall only
be transferable or saleable pursuant to a sale registered under the Securities Act of 1933, as
amended (the “Securities Act”), or pursuant to an available exemption from registration, other than
Regulations S of the Securities Act.



          (v) Registration Rights. In connection with the closing of the Initial Public
Offering, the Company and the Purchaser shall enter into an agreement (the “Registration Rights
Agreement”) granting the Purchaser registration rights with respect to the Securities; provided
however that such registration rights with respect to the Securities shall not become effective
prior to the end of the applicable Lock-Up Period.



Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.




     As a material inducement to the Purchaser to enter into this Agreement and purchase the
Co-Investment Units, the Company hereby represents and warrants to the Purchaser that:



     A. Organization and Corporate Power. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement and the Warrant Agreement.



     B. Authorization; No Breach.



          (i) Due Authorization. The execution, delivery and performance of this Agreement and
the Warrant Agreement have been duly authorized by the Company. This Agreement constitutes the
valid and binding obligation of the Company, enforceable in accordance with its terms. The Warrant
Agreement, and upon issuance in accordance with, and payment pursuant to, the terms of the Warrant
Agreement and this Agreement, the



2









 







Co-Investment Warrants, constitute valid and binding obligations of the Company, enforceable in
accordance with their respective terms as of the Closing Date.



          (ii) Conflicts. The execution and delivery by the Company of this Agreement, the
Warrant Agreement and the sale and issuance of each of the Securities and the fulfillment of and
compliance with the respective terms hereof and thereof by the Company, do not and will not as of
the Closing Date (i) conflict with or result in a breach of the terms, conditions or provisions of,
(ii) constitute a default under, (iii) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s capital stock or assets, (iv) result in a violation of, or
(v) require any authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to the Certificate of Incorporation or the bylaws of the Company, as amended, or any material law,
statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or
decree to which the Company is subject, except for any filings required after the date hereof under
federal or state securities laws.



     C. Title to Securities. Upon issuance in accordance with, and payment pursuant to,
the terms hereof and the Warrant Agreement, as the case may be, each of the Securities will be duly
and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Purchaser will
have or receive good title to the Securities, free and clear of all liens, claims and encumbrances
of any kind, other than (a) transfer restrictions hereunder and under the other agreements
contemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c)
liens, claims or encumbrances imposed due to the actions of the Purchaser.



     D. Governmental Consents. No permit, consent, approval or authorization of, or
declaration to or filing with, any governmental authority is required in connection with the
execution, delivery and performance by the Company of this Agreement or the Warrant Agreement, or
the consummation by the Company of any other transactions contemplated hereby.



Section 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.




     As a material inducement to the Company to enter into this Agreement and issue and sell the
Co-Investment Units, the Purchaser hereby represents and warrants to the Company that:



     A. Capacity and State Law Compliance. The Purchaser will engage in the transactions
contemplated by this Agreement within a state in which the offer and sale of the Securities is
permitted under applicable securities laws.



     B. Authorization; No Breach.



          (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in
accordance with its terms.



          (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and
compliance with the respective terms hereof by the Purchaser does not conflict with or result in a
breach of the terms, conditions or provisions of the certificate of formation or limited liability
company agreement of the Purchaser or any other agreement, instrument, order, judgment or decree to
which the Purchaser is subject.



     C. Investment Representations.



          (i) The Purchaser understands that no Co-Investment Warrants will be exercisable unless at the
time of exercise (a) a registration statement relating to the shares of Common Stock issuable upon
exercise of the Co-Investment Warrants is effective, (b) a prospectus relating to the shares of
Common Stock issuable upon exercise of the Co-Investment Warrants is available for use, (c) the
Common Stock has been registered or qualified or deemed to be exempt under the securities laws of
the state of residence of the holder of the warrants, and (d) the last sales price of the Common
Stock listed on the American Stock Exchange, or other national stock exchange in which



3









 







the Common Stock may be traded has equaled or exceeded $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 Business Combination.



          (ii) The Purchaser has been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and sale of the Securities which
have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask
questions of the executive officers and directors of the Company. The Purchaser understands that
its investment in the Securities involves a high degree of risk. The Purchaser has sought such
accounting, legal and tax advice as the Purchaser has considered necessary to make an informed
investment decision with respect to the Purchaser’s acquisition of the Securities.



          (iii) The Purchaser understands that the Securities will be offered and will be sold to it in
reliance on specific exemptions from the registration requirements of the United States federal and
state securities laws and that the Company is relying upon the truth and accuracy of, and the
Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of the Purchaser to
acquire such Securities.



          (iv) The Purchaser did not decide to enter into this Agreement as a result of any general
solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.



          (v) The Purchaser understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or endorsement of the
Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor
have such authorities passed upon or endorsed the merits of the offering of the Securities.



          (vi) The Purchaser understands that: (a) the Securities have not been and are not being
registered under the Securities Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless (A) subsequently registered thereunder or (B) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights
Agreement, neither the Company nor any other person is under any obligation to register the
Securities under the Securities Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder. In this regard, the Purchaser understands that the
Securities and Exchange Commission has taken the position that promoters or affiliates of a blank
check company and their transferees, both before and after a Business Combination, are deemed to be
“underwriters” under the Securities Act when reselling the securities of a blank check company.
Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for
resale transactions of the Securities despite technical compliance with the requirements of such
Rule, and the Securities can be resold only through a registered offering or in reliance upon
another exemption from the registration requirements of the Securities Act. The Purchaser is able
to bear the economic risk of its investment in the Securities for an indefinite period of time.



          (vii) The Purchaser has such knowledge and expertise in financial and business matters, knows
of the high degree of risk associated with investments generally and particularly investments in
the securities of companies in the development stage such as the Company, is capable of evaluating
the merits and risks of an investment in the Securities and is able to bear the economic risk of an
investment in the Securities in the amount contemplated hereunder. The Purchaser has adequate means
of providing for its current financial needs and contingencies and will have no current or
anticipated future needs for liquidity which would be jeopardized by the investment in the
Securities. The Purchaser can afford a complete loss of its investment in the Securities.



Section 4. CONDITIONS OF THE OBLIGATIONS OF THE PURCHASER AND THE COMPANY.




     Each of the Purchaser’s and the Company’s obligation to consummate the transactions
contemplated hereby is subject to:



     A. The Company having entered into a definitive agreement relating to a Business Combination;



     B. The Business Combination having been approved by a majority of the votes cast by the
Company’s public stockholders at a duly held stockholders meeting;



4









 





     C. An amendment of the Company’s Certificate of Incorporation to provide for the Company’s
perpetual existence having been approved by the holders of a majority of the Company’s outstanding
shares of Common Stock; and



     D. Public stockholders of the Company owning fewer than 30% of the Company’s initial shares of
common stock sold in the Initial Public Offering having both voted against the Company’s initial
Business Combination and exercised their conversion rights.



Section 5. MISCELLANEOUS.




     A. Failure to Purchase.    



     Each of the Purchaser and the Company understands and agrees that in the event that the
Purchaser fails to purchase the Co-Investment Units in accordance with, and subject to, the terms
of this Agreement, without any further action required by any party, by its failure to purchase the
Co-Investment Units the Purchaser shall have forfeited to the Company, and the Company shall have
accepted from the Purchaser, at no cost to the Company, all shares of Common Stock, and all
warrants (including any warrants purchased in a private placement immediately prior to the
completion of the Initial Public Offering), held by the Purchaser prior to the completion of the
Initial Public Offering. For purposes of this Section 5(A), the term Purchaser shall include the
Purchaser’s permitted transferees (as applicable).



     B. Further Assurances.    



     The parties hereto shall execute and deliver such additional documents and take such
additional actions as any party reasonably may deem to be practical and necessary in order to
consummate the transactions contemplated by this Agreement.



     C. Legends.



          (i) The certificates evidencing the Co-Investment Units and the Co-Investment Shares will
include the legend set forth on EXHIBITS A AND B hereto, respectively, which the Purchaser has read
and understood. The Co-Investment Warrants and Shares issued upon exercise of the Co-Investment
Warrants will include the legend set forth in EXHIBIT A to the Warrant Agreement in the case of the
Warrants and in the Warrant Agreement in the case of the Shares, which the Purchaser has read and
understood.



          (ii) By accepting the Securities, the Purchaser agrees, prior to any transfer of the
Securities, to give written notice to the Company expressing its desire to effect such transfer and
describing briefly the proposed transfer. Upon receiving such notice, the Company shall present
copies thereof to its counsel and the Purchaser agrees not to make any disposition of all or any
portion of the Securities unless and until:




     (a) there is then in effect a registration statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with such registration
statement, in which case the legends set forth above with respect to the Securities sold
pursuant to such registration statement shall be removed; or




     (b) if reasonably requested by the Company, (A) the Purchaser shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of such Securities under the Securities Act, (B)
the Company shall have received customary representations and warranties regarding the
transferee that are reasonably satisfactory to the Company signed by the proposed transferee
and (C) the Company shall have received an agreement by such transferee to the restrictions
contained in the legends referred to in (i) hereof.



     Notwithstanding the foregoing, the Purchaser also understands and acknowledges that the
transfer of the Co-Investment Units, Co-Investment Shares, Co-Investment Warrants and exercise of
the Co-Investment Warrants



5









 







are subject to the specific conditions to such transfer or exercise as outlined herein and in
the Warrant Agreement as to which the Purchaser specifically assents by its execution hereof.



          (iii) The Company may, from time to time, make stop transfer notations in its records and
deliver stop transfer instructions to its transfer agent to the extent its counsel considers it
necessary to ensure compliance with federal and state securities laws and the transfer restrictions
contained elsewhere in this Agreement and the Warrant Agreement.



     D. Successors and Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors of the parties hereto whether so
expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may
not assign this Agreement or their obligations hereunder.



     E. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.



     F. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, none of which need contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same agreement.



     G. Descriptive Headings; Interpretation. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a substantive part of this Agreement. The
use of the word “including” in this Agreement shall be by way of example rather than by limitation.



     H. Governing Law. This Agreement shall be deemed to be a contract made under the laws
of the State of New York and for all purposes shall be construed in accordance with the internal
laws of said State. The parties agree that, all actions and proceedings arising out of this
Agreement or any of the transactions contemplated hereby, shall be brought in the United States
District Court for the Southern District of New York or in a New York State Court in the County of
New York and that, in connection with any such action or proceeding, submit to the jurisdiction of,
and venue in, such court. Each of the parties hereto also irrevocably waives all right to trial by
jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions
contemplated hereby.



     I. Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been given when delivered personally to the recipient, sent to the recipient by reputable
overnight courier service (charges prepaid) or mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid. Such notices, demands and other communications
shall be sent:



	 	 	 
	If to the Company:

	 	NRDC Acquisition Corp.
	 

	 	3 Manhattanville Road
	 

	 	Purchase, NY 10577
	 

	 	Tel. No.: (914) 272-8067
	 
	 	 
	If to the Purchaser:

	 	NRDC Capital Management, LLC
	 

	 	3 Manhattanville Road
	 

	 	Purchase, NY 10577
	 

	 	Tel. No.: (914) 272-8067






6









 






	 	 	 
	In each case, with a copy to:

	 	Sidley Austin LLP
	 

	 	787 Seventh Avenue
	 

	 	New York, NY 10019
	 

	 	Tel. No.: (212) 839-5300
	 

	 	Fax No.: (212) 839-5599






or to such other address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party.



     J. No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.



     K. Costs and Expenses. Each party shall bear its own costs and expenses in connection
with the preparation of this Agreement and the transaction contemplated hereby, and neither party
shall be obligated to reimburse the other party for any expenses incurred in connection with the
performance of this Agreement.



[SIGNATURE PAGE FOLLOWS]




7









 








     IN WITNESS WHEREOF, the parties hereto have executed this Co-Investment Agreement on the date
first written above.



	 	 	 	 	 	 	 
	 	 	NRDC ACQUISITION CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard A. Baker
 

Richard A. Baker
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	NRDC CAPITAL MANAGEMENT, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Francis Casale
 

Francis Casale
	 	 
	 

	 	Title:
	 	Secretary	 	 






8









 






Exhibit A




SPECIMEN OF CO-INVESTMENT UNIT CERTIFICATE




			
	No. U-                     
	 	                     UNITS
	CUSIP No.:                     	 	 






NRDC ACQUISITION CORP.




UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND

ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

SEE REVERSE FOR CERTAIN DEFINITIONS




     THIS CERTIFIES THAT                                          is the owner of                      Units.



     Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per
share (“Common Stock”), of NRDC Acquisition Corp., a Delaware corporation (the
“Corporation”), and one (1) warrant (the “Warrant”) of the Corporation. The Warrant
entitles the holder to purchase one (1) share of Common Stock for $7.50 per share (subject to
adjustment). The Warrant will become exercisable only after the date on which the last sales price
of the Corporation’s common stock on the American Stock Exchange, or other national securities
exchange on which the Corporation’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 Corporation’s initial business combination. The terms of the Warrants are
governed by a Warrant Agreement, dated as of                     , 2007, between the
Corporation and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to
the terms and provisions contained therein, all of which terms and provisions the holder of this
certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the
office of the Warrant Agent at 17 Battery Place, New York, NY 10004, and are available to any
Warrant holder on written request and without cost.



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE
ALSO SUBJECT TO RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A CO-INVESTMENT AGREEMENT DATED [•],
2007, A COPY OF WHICH CAN BE OBTAINED FROM THE CORPORATION AT ITS EXECUTIVE OFFICES.



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



 









 





     Witness the facsimile seal of the Corporation and the facsimile signature of its duly
authorized officers.



NRDC ACQUISITION CORP.

CORPORATE

DELAWARE

SEAL

2007




	 	 	 	 	 
	By:

	 	 
	 	 
	 

	 	 
	 	 
	 

	 	Chief Executive Officer
	 	President






	 	 	 	 	 
	Countersigned By:

	 	  

Transfer
Agent
	 	 






10









 






NRDC ACQUISITION CORP.




The Corporation will furnish without charge to each stockholder who so requests, a statement of the
powers, designations, preferences and relative, participating, optional or other special rights of
each class of stock or series thereof of the Corporation and the qualifications, limitations, or
restrictions of such preferences and/or rights.



The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 
	TEN COM

	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT -

	 	                     Custodian                     
	TEN ENT

	 	-
	 	as tenants by the entireties
	 	 	 	(Cust)                                 (Minor)
	JT TEN

	 	-
	 	as joint tenants with right
	 	 	 	under Uniform Gifts to Minors Act
	 

	 	 	 	of survivorship and not as
	 	 	 	                                        
	 

	 	 	 	tenants in common
	 	 	 	(State)






     Additional abbreviations may also be used though not in the above list.



     FOR VALUE RECEIVED,                                                           HEREBY
SELL, ASSIGN AND TRANSFER UNTO



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 
	 
 


	 	 
	 
 


	 	 





 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




 





 





                                                            
UNITS REPRESENTED BY
 THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
                                         ATTORNEY TO TRANSFER THE SAID UNITS ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.



11









 








	 	 	 
	DATED:                     

	 	 
	 

	 	NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the certificate in every particular,
without alteration or enlargement or any
change whatsoever.
	 
	 	 
	Signature(s) Guaranteed:
	 	 
	 
	 	 
	  

THE
SIGNATURE(S) MUST BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15).

	 	 





12









 






Exhibit B




SPECIMEN CO-INVESTMENT COMMON STOCK CERTIFICATE




			
	No.                     
	 	                     SHARES
	CUSIP No.:                     	 	 






NRDC ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK




SEE REVERSE FOR CERTAIN DEFINITIONS




THIS CERTIFIES THAT




IS THE OWNER OF




FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE

COMMON STOCK OF




NRDC ACQUISITION CORP.




TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED
BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. WITNESS THE SEAL OF THE CORPORATION AND THE
FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.



DATED:




NRDC ACQUISITION CORP.

CORPORATE

DELAWARE

SEAL

2007




	 	 	 	 	 
	By:

	 	 
	 	 
	 

	 	 
	 	 
	 

	 	Chief Executive Officer
	 	President






	 	 	 	 	 
	By:

	 	  

Transfer
Agent
	 	 






 









 






The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 
	TEN COM

	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT -

	 	                     Custodian                     
	TEN ENT

	 	-
	 	as tenants by the entireties
	 	 	 	(Cust)                                 (Minor)
	JT TEN

	 	-
	 	as joint tenants with right
	 	 	 	under Uniform Gifts to Minors Act
	 

	 	 	 	of survivorship and not as
	 	 	 	                                        
	 

	 	 	 	tenants in common
	 	 	 	(State)






     Additional abbreviations may also be used though not in the above list.



14









 





NRDC ACQUISITION CORP.




     NRDC Acquisition Corp. (the “Corporation”) will furnish without charge to each stockholder who
so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Corporation and the qualifications,
limitations, or restrictions of such preferences and/or rights. This certificate and the shares
represented thereby are issued and shall be held subject to all the provisions of the Corporation’s
Second Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions
of the Board of Directors providing for the issue of shares of the Corporation’s Common Stock
(copies of which may be obtained from the Corporation), to all of which the holder of this
certificate by acceptance hereof assents.



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE
ALSO SUBJECT TO RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A CO-INVESTMENT AGREEMENT DATED [ • ],
2007, A COPY OF WHICH CAN BE OBTAINED FROM THE CORPORATION AT ITS EXECUTIVE OFFICES.



     FOR VALUE RECEIVED,                                                           HEREBY
SELL, ASSIGN AND TRANSFER UNTO



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 
	 
 


	 	 
	 
 


	 	 





 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




 





 





                                                            
SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT                      ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN
NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.



15









 








	 	 	 
	DATED:                     

	 	 
	 

	 	NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the certificate in every particular,
without alteration or enlargement or any
change whatsoever.
	 
	 	 
	Signature(s) Guaranteed:
	 	 
	 
	 

	 	 
	
THE SIGNATURE(S) MUST BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15).

	 	 






16









 






Exhibit C




WARRANT CERTIFICATE AND

WARRANT AGREEMENT