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-10.5

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-10.5 — 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 stockholder and director 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 10 hereof):

         1. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him 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 take all
reasonable actions within his 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 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 undersigned's Insider Shares ("Claim") and

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

hereby 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.

         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 the undersigned
shall 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 will escrow his 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 undersigned agrees to be a member of the Board of Directors of
the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. 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) he is not subject to or a respondent in any legal action for, any
injunction,

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

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

     (c) he 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.

         8. The undersigned has full right and power, without violating any
agreement by which he is bound, to enter into this letter agreement and to serve
as a member of the Board of Directors of the Company.

         9. 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.

         10. 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.

                                                     Stewart Gross
                                                     -------------
                                                     Print Name of Insider

                                                     /s/ Stewart Gross
                                                     -----------------
                                                     Signature

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EXHIBIT A

         STEWART GROSS has been a member of our board of directors since our
inception. Mr. Gross has been an independent private equity investor since
January 2005. From July 1987 to December 2004, Mr. Gross was employed by Warburg
Pincus where he served as a managing director. Prior to joining Warburg Pincus,
Mr. Gross was employed by Morgan Stanley & Co. Mr. Gross has been a director of
BEA Systems, Inc., a Nasdaq National Market listed application infrastructure
software provider, since September 1995, and of SkillSoft Corporation, a Nasdaq
National Market listed provider of comprehensive e-Learning solutions to large
businesses and governmental organizations, since January 1998, as well as
several privately held companies. Mr. Gross received a B.A. from Harvard
University and an M.B.A. from Columbia University.

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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-10.5

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-10.5 — 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