EXHIBIT 1.1
NRDC ACQUISITION CORP.
3 Manhattanville Road
Purchase, NY 10577
September 11, 2009
GUNNALLEN FINANCIAL, INC.
5002 West Waters Avenue
Tampa, FL 33634
Dear Sirs:
Reference
is made to that certain Underwriting Agreement (the “
Underwriting Agreement ”), dated October 17, 2007,
between NRDC Acquisition Corp. (the “ Company ”)
and Banc of America Securities LLC, as representative of the
several underwriters, including Gunnallen Financial, Inc. (the
“ Underwriter ”), in the Company’s initial
public offering (the “ IPO ”). Capitalized terms
used herein that are not otherwise defined shall have the meanings
ascribed to them in the Underwriting Agreement.
The
Company and NRDC Capital Management, LLC (the “
Sponsor ”) are discussing entering into a proposed
transaction (the “ Transaction ”) whereby the
Company will, among other things, seek the approval of the
Company’s stockholders to amend its certificate of
incorporation and elect to become a Delaware real estate investment
trust. As a condition to the Sponsor’s willingness to enter
into the Transaction, the Sponsor has requested that the
Underwriter (in its own capacity and
