REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: Aldabra Acquisition Corporation, a Delaware corporation (the "Company"); and the undersigned parties...Registration Rights Agreement • December 23rd, 2004 • Aldabra Acquisition CORP • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT ------------------------------------- This Agreement is made as of __________, 2005 by and between Aldabra Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee")....Investment Management Trust Agreement • December 23rd, 2004 • Aldabra Acquisition CORP • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of __________, 2005 ("Agreement"), by and among ALDABRA ACQUISITION CORPORATION, a Delaware corporation ("Company"), NATHAN LEIGHT, JASON WEISS, JONATHAN W. BERGER, PETER DEUTSCH, STEWART GROSS,...Stock Escrow Agreement • February 2nd, 2005 • Aldabra Acquisition CORP • Blank checks • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2005 • Aldabra Acquisition CORP • Blank checks • New York
MORGAN JOSEPH & CO. INC. 600 FIFTH AVENUE 19TH FLOOR NEW YORK, NEW YORK 10020Selected Dealers Agreement • February 2nd, 2005 • Aldabra Acquisition CORP • Blank checks • New York
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...Aldabra Acquisition CORP • February 2nd, 2005 • Blank checks
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.
WARRANT AGREEMENT Agreement made as of ________, 2005 between Aldabra Acquisition Corporation, a Delaware corporation, with offices at c/o Terrapin Partners LLC Rockefeller Center, 620 Fifth Avenue, 3rd Floor, New York, New York 10020 ("Company"), and...Warrant Agreement • February 2nd, 2005 • Aldabra Acquisition CORP • Blank checks • New York
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • September 15th, 2006 • Aldabra Acquisition CORP • Heavy construction other than bldg const - contractors • New York
This Warrant Clarification Agreement (this ‘‘Agreement’’), dated September 12, 2006, is to the Warrant Agreement, dated as of February 17, 2005 (the ‘‘Warrant Agreement’’), by and between Aldabra Acquisition Corporation, a Delaware corporation (‘‘Company’’), and Continental Stock Transfer & Trust Company, a New York corporation (‘‘Warrant Agent’’).
TERMINATION AGREEMENTTermination Agreement • December 26th, 2006 • Aldabra Acquisition CORP • Heavy construction other than bldg const - contractors • Delaware
This Termination Agreement, dated as of December 26, 2006 (this “Agreement”), is made by and between Aldabra Acquisition Corporation (“Aldabra”) and Terrapin Partners, LLC (“Terrapin”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Letter Agreement (as hereinafter defined).
ADJUSTMENT ESCROW AGREEMENTAdjustment Escrow Agreement • December 26th, 2006 • Aldabra Acquisition CORP • Heavy construction other than bldg const - contractors • New York
THIS ADJUSTMENT ESCROW AGREEMENT (this “Agreement”) dated as of December 26, 2006, is made by and among Aldabra Acquisition Corporation, a Delaware corporation (the “Buyer”), Great Lakes Dredge & Dock Holdings Corp., a Delaware corporation (“Holdco”), Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership, solely in its capacity as Company Representative as set forth in the Merger Agreement (as defined below) (the “Company Representative”), Terrapin Partners LLC, a Delaware limited liability company, solely in its capacity as Buyer Representative as set forth in the Merger Agreement (as defined below) and Wells Fargo Bank, National Association, solely in its capacity as escrow agent (the “Escrow Agent”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 26th, 2006 • Aldabra Acquisition CORP • Heavy construction other than bldg const - contractors • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of December 26, 2006, by and among Aldabra Acquisition Corporation, a Delaware corporation (the “Company”); Madison Dearborn Capital Partners IV, L.P., a Delaware corporation (“MDCP”), certain directors and officers of the Company who are shareholders of the Company on the date hereof and who are signatories to this Agreement (the “Aldabra Shareholders”), each of the Persons listed on the signature pages hereto as “Other Investors” (the “Other Investors”), and for the purposes set forth in Section 13(e), Great Lakes Dredge & Dock Holdings Corp. (“Holdco”). Certain capitalized terms have the meanings set forth in Section 12 hereof. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Merger Agreement (as hereinafter defined).
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...Aldabra Acquisition CORP • December 23rd, 2004
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.
INVESTOR RIGHTS AGREEMENTRights Agreement • August 24th, 2006 • Aldabra Acquisition CORP • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of [ ], by and among Aldabra Acquisition Corporation, a Delaware corporation (the "Company"); Madison Dearborn Capital Partners IV, L.P., a Delaware corporation ("MDCP"), certain directors and officers of the Company who are shareholders of the Company on the date hereof and who are signatories to this Agreement (the "Aldabra Shareholders"), each of the Persons listed on the signature pages hereto as "Other Investors" (the "Other Investors"), and for the purposes set forth in Section 13(e), Great Lakes Dredge & Dock Holdings Corp. ("Holdco"). Certain capitalized terms have the meanings set forth in Section 12 hereof. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Merger Agreement (as hereinafter defined).
ADJUSTMENT ESCROW AGREEMENTAdjustment Escrow Agreement • August 24th, 2006 • Aldabra Acquisition CORP • Blank checks • New York
THIS ADJUSTMENT ESCROW AGREEMENT (this "Agreement") dated as of [ ], 2006, is made by and among Aldabra Acquisition Corporation, a Delaware corporation (the "Buyer"), Great Lakes Dredge & Dock Holdings Corp., a Delaware corporation ("Holdco"), Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership, solely in its capacity as Company Representative as set forth in the Merger Agreement (as defined below) (the "Company Representative"), Terrapin Partners LLC, a Delaware limited liability company, solely in its capacity as Buyer Representative as set forth in the Merger Agreement (as defined below) and [ ,] as escrow agent (the "Escrow Agent").
ALDABRA ACQUISITION CORPORATION Terrapin Partners, LLC Rockefeller Center 620 Fifth Avenue 3rd Floor New York, New York 10020 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the...Aldabra Acquisition CORP • December 23rd, 2004
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Aldabra Acquisition Corporation ("Company") and continuing until the consummation by the Company of a "Business Combination" (as described in the Company's IPO prospectus), Terrapin Partners, LLC shall make available to the Company certain administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in New York City, as may be required by the Company from time to time, situated at Rockefeller Center, 620 Fifth Avenue, 3rd Floor, New York, New York 10020 (or any successor location). In exchange therefor, the Company shall pay Terrapin Partners, LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
Aldabra Acquisition CorporationAldabra Acquisition CORP • March 20th, 2006 • Blank checks
Reference is made to that certain Investment Management Trust Agreement (the "Agreement"), dated as of February 17, 2005, between Aldabra Acquisition Corporation ("Company") and Continental Stock Transfer & Trust Company. Section 1(c) is hereby deleted in its entirety and replaced with the following:
VOTING AGREEMENTVoting Agreement • August 24th, 2006 • Aldabra Acquisition CORP • Blank checks • Delaware
VOTING AGREEMENT, dated as of June 20, 2006 (this "Agreement") by and among Aldabra Acquisition Corporation, a Delaware corporation (the "Buyer") and Madison Dearborn Capital Partners IV, L.P. ("MDP").
