As of December 23, 2004
Xxxxxx Xxxxxx & Co. Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Aldabra Acquisition Corporation
-------------------------------
Gentlemen:
This letter will confirm the agreement of the undersigned to each
purchase warrants ("Warrants") of Aldabra Acquisition Corporation ("Company")
included in the units ("Units") being sold in the Company's initial public
offering ("IPO") upon the terms and conditions set forth herein. Each Unit is
comprised of one share of Common Stock and two Warrants. The shares of Common
Stock and Warrants will not be separately tradeable until 90 days after the
effective date of the Company's IPO unless Xxxxxx Xxxxxx & Co. Inc. ("Xxxxxx
Xxxxxx") informs the Company of its decision to allow earlier separate trading.
The undersigned agrees that this letter agreement constitutes an
irrevocable order for Xxxxxx Xxxxxx to purchase for the undersigned's account
within the forty-trading day period commencing on the date separate trading of
the Warrants commences ("Separation Date") up to 423,077 Warrants at market
prices not to exceed $1.30 per Warrant ("Maximum Warrant Purchase"). Xxxxxx
Xxxxxx (or such other broker dealer(s) as Xxxxxx Xxxxxx may assign the order to)
agrees to fill such order in such amounts and at such times as it may determine,
in its sole discretion, during the forty-trading day period commencing on the
Separation Date. Xxxxxx Xxxxxx further agrees that it will not charge the
undersigned any fees and/or commissions with respect to such purchase
obligation.
The undersigned may notify Xxxxxx Xxxxxx that all or part of the
Maximum Warrant Purchase will be made by an affiliate of the undersigned (or
another person or entity introduced to Xxxxxx Xxxxxx by the undersigned (a
"Designee")) who (or which) has an account at Xxxxxx Xxxxxx and, in such event,
Xxxxxx Xxxxxx will make such purchase on behalf of said affiliate or Designee;
provided, however, that the undersigned hereby agrees to make payment of the
purchase price of such purchase in the event that the affiliate or Designee
fails to make such payment.
The undersigned agrees that neither he nor any affiliate or Designee
shall sell or transfer the Warrants until after the consummation of a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business and acknowledges that, at the option of Xxxxxx
Xxxxxx, the certificates for such Warrants shall contain a legend indicating
such restriction on transferability.
Very truly yours,
