As of January 1, 2005
Xxxxxx Xxxxxx & Co. Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Aldabra Acquisition Corporation
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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 Xxxxxx Xxxxxx & Co. Inc. ("Xxxxxx Xxxxxx") 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 Xxxxxx Xxxxxx 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"). Xxxxxx Xxxxxx 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. Xxxxxx Xxxxxx
further agrees that it will not charge the undersigned any fees and/or
commissions with respect to such purchase obligation.
The undersigned may notify Xxxxxx Xxxxxx that all or part of the
Maximum Warrant Purchase will be made by affiliates of the undersigned (or
another person or entity introduced to Xxxxxx Xxxxxx by the undersigned (a
"Designee")) who (or which) has an account at Xxxxxx Xxxxxx and, in such event,
Xxxxxx Xxxxxx 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
Xxxxxx Xxxxxx, the certificates for such Warrants shall contain a legend
indicating such restriction on transferability.
Very truly yours,
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Xxxxxx Xxxxxx
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Xxxxx Xxxxx
