Exhibit 10.1
August 10, 2009
NRDC Acquisition Corp.
3 Manhattanville Road
Purchase, NY 10577
Banc of America Securities
LLC
9 West 57th Street
New York, NY 10019
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Re: NRDC Acquisition Corp.
Conversion
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Gentlemen:
This letter (the “ Letter
Agreement ”) is being delivered to you for the purposes
of amending the terms of the Letter Agreement (the “
Insider Letter ”) that you entered into in connection
with the Underwriting Agreement, dated October 17, 2007 (the
“ Underwriting Agreement ”), by and between Banc
of America Securities LLC, as representative of the several
underwriters named in Schedule A thereto, and NRDC Acquisition
Corp. (the “ Company ”), relating to an
underwritten initial public offering (the “ IPO
”) of 41,400,000 of the Company’s Units (including the
underwriter’s option to purchase 5,400,000 Units), each
comprised of one share of the Company’s common stock, par
value $0.0001 per share (“ Common Stock ”), and
one warrant exercisable for one share of Common Stock (a “
Warrant ”) and cancelling your Shares (as defined
below).
Background
On August 7, 2009, the Company
entered into a Framework Agreement (the “ Framework
Agreement ”) by and between the Company and NRDC Capital
Management, LLC (the “ Sponsor ”), pursuant to
which, upon the terms and subject to the conditions set forth
therein, the Company will convert from a special purpose
acquisition corporation into a corporation that will be qualified
as a real estate investment trust (a “ REIT ”)
under the Internal Revenue Code of 1986, as amended (the “
Code ”). In order to consummate the transactions
contemplated by the Framework Agreement, the Company must amend its
amended and restated certificate of incorporation, as described in
more detail herein, and is seeking the affirmative vote of a
majority of the outstanding shares of common stock entitled to vote
thereon to approve such amendment (the “ Stockholder
Approval ”).
Amendments to Insider
Letter
1.
Upon receipt of the Stockholder
Approval, Paragraph 7 of the Insider Letter relating to the Company
obtaining an opinion from an independent investment banking firm
that such transaction is fair to the Company’s stockholders
from a financial perspective shall be terminated and be of no force
and effect as if it was never originally included in the Insider
Letter.
2.
Upon receipt of the Stockholder
Approval, Paragraph 10 of the Insider Letter relating to
recommending or taking any action to amend or waive any provisions
of Article Fifth or Sixth of the Company’s Second Amended and
Restated Certificate of Incorporation shall be terminated and be of
no force and effect as if it was never originally included in the
Insider Letter.
3.
Upon consummation of the
transactions contemplated by the Framework Agreement (the “
Closing ”), Paragraph 6 of the Insider Letter shall be
amended in its entirety and replaced with the following:
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“6.
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Neither the undersigned nor any
affiliate of the undersigned will be entitled to receive, and no
such person will accept (a) any compensation, finder’s fee,
reimbursement or cash payment from the Company for services
rendered to the Company prior to or in connection with the
consummation of a Business Combination and (b) any finder’s
fee, consulting fee or any other compensation or fees from the
Company or any other person or entity in the event the undersigned
or any affiliate of the undersigned originates a Business
Combination; prov
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