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

SEC Info℠

Home

Help

Please Sign In

Aldabra Acquisition Corp – IPO: ‘S-1’ on 12/23/04 – EX-10.6

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-10.6 — Leight Family

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

EX-10.6	1st Page of 4	TOC	↑Top	Previous	Next	↓Bottom	Just 1st


EX-10.6 2nd Page of 4 TOC 1st Previous Next ↓Bottom Just 2nd
                                                         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 trustee, on behalf of the Leight Family 1998
Irrevocable Trust ("Trust"), a stockholder 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. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by the Trust in
accordance with the majority of the votes cast by the holders of the IPO Shares.

         2. 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 vote all
Insider Shares owned by the Trust in favor of the Company's decision to
liquidate. The undersigned hereby waives any and all right, title, interest or
claim of any kind in or to any distribution of the Trust Fund (as defined in the
Letter of Intent) as a result of such liquidation with respect to the Trust's
Insider Shares ("Claim") and hereby waives any Claim the Trust 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.

EX-10.6 3rd Page of 4 TOC 1st Previous Next ↓Bottom Just 3rd
         3. The Trust will not submit to the Company for consideration, or vote
for the approval of, 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 the undersigned
shall be entitled to reimbursement from the Company for its out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

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

         6. The Trust will escrow its Insider Shares for the three year period
commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.

         7. The Trust's Questionnaire furnished to the Company and annexed as
Exhibit A hereto is true and accurate in all respects. The undersigned
represents and warrants that the trustees and beneficiaries of the Trust are:

     (a) 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 relating to the offering of securities in any jurisdiction;

     (b) have 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 he is not currently a defendant in any such criminal proceeding; and

     (c) have 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.

         8. The Trust has full right and power, without violating any agreement
by which it is bound, to enter into this letter agreement.

         9. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization

EX-10.6 Last Page of 4 TOC 1st Previous Next ↓Bottom Just 4th
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.

                                       Leight Family 1998 Irrevocable Trust
                                       ------------------------------------
                                       Print Name of Insider

                                       LEIGHT FAMILY 1998
                                       IRREOVCABLE TRUST

                                       By: /s/ Nathan Leight
                                           -----------------
                                           Name: Nathan Leight
                                           Title: Trustee

EX-10.6	2nd Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-10.6	3rd Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-10.6	Last Page of 4	TOC	1st	Previous	Next	↓Bottom	Just 4th

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

↑Top

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-10.6

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-10.6 — Leight Family

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