exv10w4



 





Exhibit 10.4




March 12, 2007




Aldabra 2 Acquisition Corp.

c/o Terrapin Partners LLC

540 Madison Avenue

17th Floor

New York, New York 10022




Lazard Capital Markets LLC

30 Rockefeller Plaza

New York, NY 10020



Re:   Initial Public Offering




Gentlemen:




          The undersigned stockholder and director of Aldabra 2 Acquisition Corp. (“Company”), in
consideration of Lazard Capital Markets LLC (“Lazard”) agreeing 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 13 hereof):



          1. If the Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote all Insider Shares beneficially 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 24 months from the effective date (“Effective Date”) of the
registration statement relating to the IPO, the undersigned will (i) cause the
Trust Fund to be liquidated and distributed to the holders of IPO Shares and
(ii) 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 and any remaining net assets of the Company as
a result of such liquidation with respect to the Insider Shares beneficially
owned by him (“Claim”) and 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.



 









 





Aldabra 2 Acquisition Corp.

Lazard Capital Markets LLC

March 12, 2007

Page 2




          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
Lazard 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
(“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation
for services rendered to the Company prior to or in connection with the consummation of the
Business Combination; provided the undersigned shall be entitled to reimbursement from the Company
for his 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, nor 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 all of the Insider Shares beneficially owned by him acquired
prior to the IPO until one year after the consummation by the Company of a Business Combination
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 Director 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 Lazard 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
Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s
Questionnaire furnished to the Company and Lazard 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,
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;



 









 





Aldabra 2 Acquisition Corp.

Lazard Capital Markets LLC

March 12, 2007

Page 3




     (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 Director of the Company.



          9. The undersigned hereby waives his right to exercise conversion rights with respect to any
shares of the Company’s common stock owned or to be owned by the undersigned, directly or
indirectly, and agrees that he will not seek conversion with respect to such shares in connection
with any vote to approve a Business Combination.



          10. The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the
Company’s Certificate of Incorporation to extend the period of time in which the Company must
consummate a Business Combination prior to its liquidation. This paragraph may not be modified or
amended under any circumstances.



          11. The undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to Lazard and its legal representatives or agents (including any
investigative search firm retained by Lazard) any information they may have about the undersigned’s
background and finances (“Information”). Neither Lazard 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.



          12. This letter agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction . The
undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or
relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the
courts of the State of New York of the United States



 









 





Aldabra 2 Acquisition Corp.

Lazard Capital Markets LLC

March 12, 2007

Page 4



of America for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to
appoint Graubard Miller as agent for the service of process in the State of New York to receive,
for the undersigned and on his behalf, service of process in any Proceeding. If for any reason
such agent is unable to act as such, the undersigned will promptly notify the Company and Lazard
and appoint a substitute agent acceptable to each of the Company and Lazard within 30 days and
nothing in this letter will affect the right of either party to serve process in any other manner
permitted by law.




          13. 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;
(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 acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common
Stock issued in the Company’s IPO; and (v) Trust Fund” shall mean the trust fund into which a
portion of the net proceeds of the Company’s IPO will be deposited.



	 	 	 	 	 
	 	Richard H. Rogel


	 	 
	 	Print Name of Insider	 
	 	 	 
	 	 	 
	 
	 	/s/ Richard H. Rogel
 	 
	 	Signature 	 
	 	 	 
	 




 









 





Exhibit A




     Richard H. Rogel has been a member of our board of directors since our inception. Since 1997,
Mr. Rogel has been a private investor. Mr. Rogel served as chairman of the board of CoolSavings,
Inc., a provider of interactive marketing services to advertisers, their agencies, and publishers,
from 1996 to December 2005, serving as its chairman of the board from July 2001 to December 2005
and as the chairman of its audit committee from 1998 to December 2005. In 1982, Mr. Rogel founded
Preferred Provider Organization of Michigan, Inc., a preferred provider organization for health
care delivery, and served as its Chairman from its inception until it was sold in 1997. Mr. Rogel
has been a director of Origen Financial, Inc., a Nasdaq Global Market listed real estate investment
trust, since August 2003. Mr. Rogel is the chairman of The Michigan Difference, a $2.5 billion
endowment campaign for the University of Michigan. He is also on the University of Michigan
President Advisory Board and is the past president of the University of Michigan Alumni
Association. He has self-funded over 200 scholarships for the University of Michigan. He serves
on the Board of Trustees of the Progressive Policy Institute and the Board of Directors of the Gore
Range Natural Science School. Mr. Rogel received a B.B.A. from the University of Michigan.