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-10.9

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-10.9 — Lyla Oyakawa Letter Agreement

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

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                                                     As of December 23, 2004

Aldabra Acquisition Corporation
Rockefeller Center
620 Fifth Avenue
3rd Floor
New York, New York 10020

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

         Re:   Initial Public Offering
               -----------------------

Gentlemen:

         The undersigned officer of Aldabra Acquisition Corporation ("Company"),
in consideration of Morgan Joseph & Co. Inc. ("Morgan Joseph") entering into a
letter of intent ("Letter of Intent") to underwrite an initial public offering
of the securities of the Company ("IPO") and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are defined in
paragraph 9 hereof):

         1. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will take all
reasonable actions within her power to cause the Company to liquidate as soon as
reasonably practicable. The undersigned hereby waives any and all right, title,
interest or claim of any kind ("Claim") in or to any distribution of the Trust
Fund (as defined in the Letter of Intent) and waives any Claim the undersigned
may have in the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever.

         2. In order to minimize potential conflicts of interest which may arise
from multiple affiliations, the undersigned agrees to present to the Company for
its consideration, prior to presentation to any other person or entity, any
suitable opportunity

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Aldabra Acquisition Corporation
Morgan Joseph & Co. Inc.
As of December 23, 2004
Page 2

to acquire an operating business, until the earlier of the consummation by the
Company of a Business Combination, the liquidation of the Company or until such
time as the undersigned ceases to be an officer of the Company, subject to any
pre-existing fiduciary obligations the undersigned might have.

         3. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with any of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to Morgan Joseph that
the business combination is fair to the Company's stockholders from a financial
perspective.

         4. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the Company prior
to the consummation of the Business Combination; provided that commencing on the
Effective Date, Terrapin Partners LLC ("Related Party"), shall be allowed to
charge the Company an allocable share of Related Party's overhead, $7,500 per
month, to compensate it for certain administrative, technology and secretarial
services, as well as the use of certain limited office space, including a
conference room, in New York City that it will provide to the Company. Related
Party and the undersigned shall also be entitled to reimbursement from the
Company for their out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination.

         5. Neither the undersigned, any member of the family of the
undersigned, or any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

         6. The undersigned's biographical information furnished to the Company
and Morgan Joseph and attached hereto as Exhibit A is true and accurate in all
respects, does not omit any material information with respect to the
undersigned's background and contains all of the information required to be
disclosed pursuant to Section 401 of Regulation S-K, promulgated under the
Securities Act of 1933. The undersigned's Questionnaire furnished to the Company
and Morgan Joseph and annexed as Exhibit B hereto is true and accurate in all
respects. The undersigned represents and warrants that:

     (a) she is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice

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Aldabra Acquisition Corporation
Morgan Joseph & Co. Inc.
As of December 23, 2004
Page 3

relating to the offering of securities in any jurisdiction;

     (b) she has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and she is not currently a defendant in any such criminal proceeding; and

     (c) she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.

         7. The undersigned has full right and power, without violating any
agreement by which she is bound, to enter into this letter agreement and to
serve as Vice President of Business Development of the Company.

         8. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to Morgan Joseph and its legal
representatives or agents (including any investigative search firm retained by
Morgan Joseph) any information they may have about the undersigned's background
and finances ("Information"), purely for the purposes of the Company's IPO (and
shall thereafter hold such information confidential). Neither Morgan Joseph nor
its agents shall be violating the undersigned's right of privacy in any manner
in requesting and obtaining the Information and the undersigned hereby releases
them from liability for any damage whatsoever in that connection.

         9. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business selected by the Company;
(ii) "Insiders" shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; (iii) "Insider Shares" shall mean all of
the shares of Common Stock of the Company owned by an Insider prior to the IPO;
and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the
Company's IPO.

                                                     Lyla Oyakawa
                                                     ------------
                                                     Print Name of Insider

                                                     /s/ Lyla Oyakawa
                                                     ----------------
                                                     Signature

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EXHIBIT A

         LYLA OYAKAWA has been our vice president of business development since
our inception. Ms. Oyakawa has been a director at Terrapin Partners LLC since
July 2004, focusing on private equity and proprietary de novo investing. From
October 2002 to April 2004, Ms. Oyakawa served as the director of finance for
Aspen Education Group, Inc., a private equity-backed provider of therapeutic
education services, where she helped oversee Aspen's acquisition and financing
activities. From February 2002 to October 2002, Ms. Oyakawa was a private
consultant for several companies. From June 2000 to January 2002, Ms. Oyakawa
was the senior vice president of operations of NameSafe, Inc., a start-up
security and privacy focused software development company. Prior to that, Ms.
Oyakawa was an assistant vice president at Paribas, Inc., an international
financial services company, where she focused on leveraged cash flow lending to
healthcare services companies from April 1998 to June 2000. From January 1998 to
April 1998, Ms. Oyakawa was a financial project manager for Kaiser Permanente, a
health care organization, and from February 1997 to June 1997, she was a special
project manager for Pacific EyeNet, Inc. Prior to Pacific EyeNet, Ms. Oyakawa
was vice president of strategic development at Network Health Financial
Services, an advisory firm serving early-stage managed care companies, from
January 1996 to February 1997. Ms. Oyakawa received a B.A. from Hamilton College
and an M.B.A. from the Yale School of Management.

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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	4	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-10.9

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-10.9 — Lyla Oyakawa Letter 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