SEC Info - Aldabra Acquisition Corp - IPO: ‘S-1’ on 12/23/04

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Aldabra Acquisition Corp – IPO: ‘S-1’ on 12/23/04 – EX-10.16

On: Thursday, 12/23/04, at 4:02pm ET · Accession #: 950136-4-4530 · File #: 333-121610

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/23/04  Aldabra Acquisition Corp          S-1                   28:1.2M                                   Capital Systems 01/FA

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement                              HTML    500K 
 2: EX-1.1      Form of Underwriting Agreement                      HTML    162K 
 3: EX-1.2      Form of Selected Dealers Agreement                  HTML     23K 
 4: EX-3.1      Certificate of Incorporation                        HTML     24K 
 5: EX-3.1.1    Cert. of Amendment of Certificate of Incorporation  HTML     10K 
 6: EX-3.2      By-Laws                                             HTML     71K 
 7: EX-4.1      Specimen Unit Certificate                           HTML     14K 
 8: EX-4.2      Specimen Common Stock Certificate                   HTML     13K 
 9: EX-4.3      Specimen Warrant Certificate                        HTML     17K 
10: EX-4.4      Form of Warrant Agreement                           HTML     58K 
11: EX-5.1      Opinion of Graubard Miller                          HTML     13K 
12: EX-10.1     Letter Agreement                                    HTML     23K 
21: EX-10.10    Robert Plotkin Letter Agreement                     HTML     19K 
22: EX-10.11    Form of Investment Management Trust Agreement       HTML     39K 
23: EX-10.12    Form of Stock Escrow Agreement                      HTML     35K 
24: EX-10.13    Form of Letter Agreement                            HTML     10K 
25: EX-10.14    Form of Promissory Note                             HTML     17K 
26: EX-10.15    Form of Registration Rights Agreement               HTML     81K 
27: EX-10.16    Form of Warrant Purchase Agreement                  HTML     12K 
13: EX-10.2     Jason Weiss Letter Agreement                        HTML     22K 
14: EX-10.3     Letter Agreement                                    HTML     19K 
15: EX-10.4     Peter Deutsch Letter Agreement                      HTML     20K 
16: EX-10.5     Letter Agreement                                    HTML     19K 
17: EX-10.6     Leight Family                                       HTML     16K 
18: EX-10.7     Jgw Trust Letter Agreement                          HTML     17K 
19: EX-10.8     Terrapin Partners E.P. Letter Agreement             HTML     17K 
20: EX-10.9     Lyla Oyakawa Letter Agreement                       HTML     20K 
28: EX-23.1     Consent of Goldstein Golub Kessler LLP              HTML     10K

EX-10.16 — Form of Warrant Purchase Agreement

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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EX-10.16 Last Page of 2 TOC 1st Previous Next ↓Bottom Just 2nd
                                                         As of December 23, 2004

Morgan Joseph & Co. Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020

         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 Morgan Joseph & Co. Inc. ("Morgan
Joseph") informs the Company of its decision to allow earlier separate trading.

         The undersigned agrees that this letter agreement constitutes an
irrevocable order for Morgan Joseph 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"). Morgan
Joseph (or such other broker dealer(s) as Morgan Joseph 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. Morgan Joseph further agrees that it will not charge the
undersigned any fees and/or commissions with respect to such purchase
obligation.

         The undersigned may notify Morgan Joseph 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 Morgan Joseph by the undersigned (a
"Designee")) who (or which) has an account at Morgan Joseph and, in such event,
Morgan Joseph 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 Morgan
Joseph, the certificates for such Warrants shall contain a legend indicating
such restriction on transferability.

                                          Very truly yours,

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Dates Referenced Herein

		Referenced-On Page
This ‘S-1’ Filing	Date	First	Last	Other Filings

Filed on:	12/23/04	2		None on these Dates
				List all Filings

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Filing Submission 0000950136-04-004530 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Aldabra Acquisition Corp – IPO: ‘S-1’ on 12/23/04 – EX-10.16

On: Thursday, 12/23/04, at 4:02pm ET · Accession #: 950136-4-4530 · File #: 333-121610

Previous ‘S-1’: None · Next & Latest: ‘S-1/A’ on 2/2/05

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-10.16 — Form of Warrant Purchase Agreement

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents