WARRANT AGREEMENTWarrant Agreement • June 13th, 2007 • Aldabra 2 Acquisition Corp. • Blank checks • New York
Agreement made as of , 2006 between Aldabra 2 Acquisition Corp., a Delaware corporation, with offices at c/o Terrapin Partners LLC, 540 Madison Avenue, 17th Floor, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
30,000,000 Units Aldabra 2 Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2007 • Aldabra 2 Acquisition Corp. • Blank checks • New York
Aldabra 2 Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 30,000,000 units (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.0001 par value (the “Common Stock”) and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 4,500,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2007 • Aldabra 2 Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___, 2007 by and between Aldabra 2 Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 13th, 2007 • Aldabra 2 Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2007 (“Agreement”), by and among ALDABRA 2 ACQUISITION CORP., a Delaware corporation (“Company”), TERRAPIN PARTNERS VENTURE PARTNERSHIP, JONATHAN W. BERGER, RICHARD H. ROGEL, TERRAPIN PARTNERS EMPLOYEE PARTNERSHIP and CARL A. ALBERT (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
