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Aldabra Acquisition Corp – IPO: ‘S-1/A’ on 2/1/05 – ‘EX-10.16’

On:  Tuesday, 2/1/05, at 8:25pm ET   ·   As of:  2/2/05   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  950136-5-521   ·   File #:  333-121610

Previous ‘S-1’:  ‘S-1’ on 12/23/04   ·   Latest ‘S-1’:  This Filing   ·   1 Reference:  By:  SEC – ‘UPLOAD’ on 3/11/05

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

 2/02/05  Aldabra Acquisition Corp          S-1/A¶                13:1.0M                                   Capital Systems 01/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML    511K 
                          (General Form)                                         
13: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML     10K 
 2: EX-1.1      Form of Underwriting Agreement                      HTML    157K 
 3: EX-1.2      Form of Selected Dealers Agreement                  HTML     20K 
 4: EX-3.1      Amended & Restated Certificate of Incorporation     HTML     32K 
 5: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     71K 
 6: EX-4.1      Specimen Unit Certificate                           HTML     11K 
 7: EX-4.3      Specimen Warrant Certificate                        HTML     14K 
 8: EX-4.4      Form of Warrant Agreement                           HTML     55K 
 9: EX-5.1      Opinion of Graubard Miller                          HTML     10K 
10: EX-10.12    Form of Stock Escrow Agreement                      HTML     32K 
11: EX-10.16    Form of Warrant Purchase Agreements                 HTML      9K 
12: EX-23.1     Consent of Goldstein Golub Kessler LLP              HTML      8K

‘EX-10.16’   —   Form of Warrant Purchase Agreements

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                                                 As of January 1, 2005

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 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 agree that this letter agreement constitutes an
irrevocable obligation by the undersigned to purchase through Morgan Joseph for
the undersigneds' account, within the forty-trading day period commencing on the
date separate trading of the Warrants commences ("Separation Date"), up to a
total of 1,571,429 Warrants at market prices not to exceed $0.70 per Warrant
("Maximum Warrant Purchase"). Morgan Joseph agrees to fill such order in such
amounts and at such times as instructed by the undersigned 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 affiliates 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 agree to make payment of the
purchase price of such purchase in the event that the affiliate or Designee
fails to make such payment.

          Each of the undersigned agree 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,

                                                     ------------------
                                                     Nathan Leight

                                                     ------------------
                                                     Jason Weiss

Dates Referenced Herein

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed as of:2/2/05None on these Dates
Filed on:2/1/05
1/1/052
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1 Subsequent Filing that References this Filing

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

 3/11/05  SEC                               UPLOAD9/22/17    1:11K  Aldabra Acquisition Corp.
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Filing Submission 0000950136-05-000521   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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