exv10w2



 





Exhibit 10.2




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 officer 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 15 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




 









 





Aldabra 2 Acquisition Corp.

Lazard Capital Markets LLC

March 12, 2007

Page 2



will not seek recourse against the Trust Fund for any reason whatsoever. In the event of the
liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company
against any and all loss, liability, claims, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or any claim whatsoever) which the
Company may become subject as a result of any claim by any vendor, service provider, financing
provider or other person who is owed money by the Company for services rendered or products sold or
contracted for, or by any target business, but only to the extent necessary to ensure that such
loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund and
only if such a vendor or prospective target business does not execute an agreement waiving any
claims against the Trust Fund. Additionally, in the case of a prospective target business that did
not execute a waiver, such liability will only be in an amount necessary to ensure that public
stockholders receive no less than $10.00 per share upon liquidation.




          3. In order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its consideration, prior to
presentation to any other person or entity, any suitable opportunity to acquire an operating
business, until the earlier of the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary and contractual obligations the
undersigned might have.




          4. 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.




          5. 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 that commencing on the Effective Date, Terrapin Partners LLC
(“Related Party”), shall be allowed to charge the Company $7,500 per month, to compensate it for
certain administrative, technology and secretarial services, as well as the use of certain limited office
space, including a conference room in New York City, that it will provide to the Company. Related
Party and the undersigned shall also be entitled to reimbursement from the Company for their
out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.




 









 





Aldabra 2 Acquisition Corp.

Lazard Capital Markets LLC

March 12, 2007

Page 3




          6. 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.




          7. 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.




          8. The undersigned agrees to be the Chief Executive Officer, Secretary and Director 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 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;



     (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.



          9. 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 Chief Executive Officer, Secretary and
Director of the Company.




 









 





Aldabra 2 Acquisition Corp.

Lazard Capital Markets LLC

March 12, 2007

Page 4




          10. 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.




          11. 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.




          12. In the event that the Company does not consummate a Business Combination and must
liquidate and its remaining net assets are insufficient to complete such liquidation, the
undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to
seek repayment for such expenses.




          13. 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.




          14. 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 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.




 









 





Aldabra 2 Acquisition Corp.

Lazard Capital Markets LLC

March 12, 2007

Page 5




          15. 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.




	 	 	 	 	 
	 	 	 
	 	Jason Weiss
 	 
	 	Print Name of Insider 	 
	 	 	 
	 
	 	 	 
	 	/s/Jason Weiss
 	 
	 	Signature 	 
	 	 	 
	 




 









 





Exhibit A




     Jason Weiss has served as our chief executive officer, secretary and a member of our board of
directors since our inception. Mr. Weiss is the co-founder and a managing member of Terrapin
Partners (including its affiliates), a co-founder and a managing member of Terrapin Asset
Management (including its affiliates), and a co-founder and a managing member of TWF Management
Company. From November 2004 to December 2006, Mr. Weiss was the chief executive officer, secretary
and director of Aldabra Acquisition Corporation and has continued to serve as a director of Great
Lakes (Aldabra’s merger partner as described above) since December 2006. From March 1999 to
December 1999, Mr. Weiss served as the chief executive officer of PaperExchange.com, Inc., an
industry-specific business-to-business software enterprise and a Terrapin portfolio company, and
from December 1999 to March 2000 he served as executive vice president of strategy. He also served
as a managing member of e-STEEL LLC from September 1998 to March 1999. Mr. Weiss also served as a
managing member of Terrapin’s portfolio company, American Classic Sanitation, LLC, a construction
site and special event services business specializing in portable toilets, temporary fencing, and
sink rentals, from August 1998 to December 2000 and from January 2004 to March 2004. He also served
as its chief executive officer from August 1998 to December 1999 and as a consultant from August
1998 to January 2004. From November 1997 to August 1998, Mr. Weiss was a private consultant for
several companies. From April 1997 to November 1997, Mr. Weiss was the president of Pacific EyeNet,
Inc., a privately held physician practice management organization. From June 1996 to April 1997, he
was an associate with EGS Securities Corp., an investment banking and private equity boutique
focused primarily on the health care sector, and from November 1994 to December 1995, he was an
associate with Booz Allen & Hamilton, a management consulting firm. Mr. Weiss received a B.A. from
the University of Michigan (with Highest Distinction) and a J.D. (cum laude) from Harvard Law
School.