exv10w6



 





Exhibit 10.6




INVESTMENT MANAGEMENT TRUST AGREEMENT




          This Agreement is made as of ___, 2007 by and between Aldabra 2 Acquisition Corp.
(the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).



          WHEREAS, the Company’s registration statement on Form S-1, No. 333-___(“Registration
Statement”), for its initial public offering of securities (“IPO”) has been declared effective as
of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and



          WHEREAS, Lazard Capital Markets LLC (“Lazard”) is acting as the representative of the
underwriters in the IPO; and



          WHEREAS, as described in the Registration Statement, and in accordance with the Company’s
Amended and Restated Certificate of Incorporation, $194,060,000 of the gross proceeds of the IPO
and sale of the Insider Warrants (or $222,860,000 if the underwriters’ over-allotment option is
exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for
the benefit of the Company and the holders of the Company’s common stock, par value $.0001 per
share, issued in the IPO as hereinafter provided (the amount to be delivered to the Trustee will be
referred to herein as the “Property”, the stockholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the
Company will be referred to together as the “Beneficiaries”); and



          WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the Property;



          IT IS AGREED:




	1.	 	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:






          (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in a segregated trust account (“Trust Account”) established by the Trustee;



          (b) Manage, supervise and administer the Trust Account subject to the terms and
conditions set forth herein;



          (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the
Property in United States “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended
investment company registered under the Investment Company Act of 1940 that holds itself out as a
money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and
(c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the
Company;



 









 





          (d) Collect and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;



          (e) Notify the Company and ___of all communications received by it with respect to any
Property requiring action by the Company;



          (f) Supply any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust Account;



          (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or Lazard to do so;



          (h) Render to the Company and to Lazard, and to such other person as the Company may instruct,
monthly written statements of the activities of and amounts in the Trust Account reflecting all
receipts and disbursements of the Trust Account; and



          (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and
only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the
Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other
authorized officer of the Company, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account only as directed in the Termination Letter and the other
documents referred to therein; provided, however, that in the event that a Termination Letter has
not been received by the Trustee by the 24-month anniversary of the effective date of the
Registration Statement (“Last Date”), the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the
stockholders of record on the Last Date. In all cases, the Trustee shall provide Lazard with a
copy of any Termination Letters and/or any other correspondence that it receives with respect to
any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of
this Section 1(i) may not be modified, amended or deleted under any circumstances.




	2.	 	Limited Distributions of Income from Trust Account.





          (a) Upon written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the
Company the amount requested by the Company to cover any income or franchise tax obligation owed by
the Company as a result of interest or other income earned on the funds held in the Trust Account;



          (b) Upon written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit D, the Trustee shall
distribute to the Company the amount requested by the Company to cover expenses related to
investigating and selecting a target business and other working capital requirements; provided,
however, that the aggregate amount of all such distributions shall not exceed $3,100,000; and



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          (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only
from income collected on the Property. Except as provided in Section 2(a) and 2(b) above, no other
distributions from the Trust Account shall be permitted except in accordance with Section 1(i)
hereof.




	3.	 	Agreements and Covenants of the Company. The Company hereby agrees and covenants to:





          (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s
Chairman of the Board or President or other authorized officer. In addition, except with respect
to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be entitled to rely on,
and shall be protected in relying on, any verbal or telephonic advice or instruction which it in
good faith believes to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions in writing;



          (b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the Trustee’s gross
negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or
claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent shall not be
unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company unless such settlement includes a full release of the Company with
respect to such Indemnified Claim. The Company may participate in such action with its own
counsel;



          (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee
for each disbursement made pursuant to Section 2 as set forth on Schedule A hereto, which fees
shall be subject to modification by the parties from time to time. It is expressly understood that
the Property shall not be used to pay such fees unless and until it is distributed to the Company
pursuant to Section 2. The Company shall pay the Trustee the initial acceptance fee and first
year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date.
The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any
period after the liquidation of the Trust Fund. The Company shall not be responsible for any other
fees or charges of the Trustee except as set forth in this Section 3(c) and
as may be provided in Section 3(b) hereof (it being expressly understood that the Property shall
not be used to make any payments to the Trustee under such Sections);



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          (d) In connection with any vote of the Company’s stockholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the
business of soliciting proxies and/or tabulating stockholder votes (which firm may be the Trustee)
verifying the vote of the Company’s stockholders regarding such Business Combination.




	4.	 	Limitations of Liability. The Trustee shall have no responsibility or liability to:





          (a) Take any action with respect to the Property, other than as directed in paragraphs 1 and 2
hereof and the Trustee shall have no liability to any party except for liability arising out of its
own gross negligence or willful misconduct;



          (b) Institute any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;



          (c) Change the investment of any Property, other than in compliance with paragraph 1(c);



          (d) Refund any depreciation in principal of any Property;



          (e) Assume that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Company shall have delivered a written revocation of such authority to the Trustee;



          (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a
written instrument delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;



          (g) Verify the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement; and



          (h) File information returns with the United States Internal Revenue Service and payee
statements with the Company, documenting the taxes payable by the Company, if any, relating to
interest earned on the Property.



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	5.	 	Termination. This Agreement shall terminate as follows:





          (a) If the Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that, in the event that the Company does not locate a
successor trustee within ninety days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court in the State of New
York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or



          (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(i) hereof, and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Paragraph 3(b).




	6.	 	Miscellaneous.





          (a) The Company and the Trustee each acknowledge that the Trustee will follow the security
procedures set forth below with respect to funds transferred from the Trust Account. Upon receipt
of written instructions, the Trustee will confirm such instructions with an Authorized Individual
at an Authorized Telephone Number listed on the attached Exhibit E. The Company and the Trustee
will each restrict access to confidential information relating to such security procedures to
authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or
other identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than
names. The Trustee shall not be liable for any loss, liability or expense resulting from any error
in an account number or other identifying number, provided it has accurately transmitted the
numbers provided.



          (b) This 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. It may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.



          (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. Except for Section 1(i) (which may not be amended under any
circumstances), this Agreement or any provision hereof may only be changed,



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amended or modified by
a writing signed by each of the parties hereto; provided, however, that no such change, amendment
or modification may be made without the prior written consent of Lazard. As to any claim,
cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to
trial by jury.




          (d) The parties hereto consent to the jurisdiction and venue of any state or federal court
located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes
hereunder.



          (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by
facsimile transmission:


if to the Trustee, to:



Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson

Fax No.: (212) 509-5150



if to the Company, to:



Aldabra 2 Acquisition Corp.

c/o Terrapin Partners LLC

540 Madison Avenue

17th Floor

New York, New York 10022

Attn: Jason Weiss, Chief Executive Officer

Fax No.: (     )      -     



in either case with a copy to:



Lazard Capital Markets LLC

30 Rockefeller Plaza

New York, NY 10020

Attn:

Fax No.: (     )      -     




          (f) This Agreement may not be assigned by the Trustee without the prior consent of the Company
and Lazard.



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          (g) Each of the Trustee and the Company hereby represents that it has the full right and power
and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims
or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.



          (h) Each of the Company and the Trustee hereby acknowledge that Lazard is a third party
beneficiary of this Agreement.



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          IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement
as of the date first written above.



	 	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER

& TRUST COMPANY, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ALDABRA 2 ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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SCHEDULE A




	 	 	 	 	 	 	 
	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee
	 	Initial closing of IPO by wire	 	$	1,000	 
	 
	 	transfer	 			 
	 
	 	 	 	 	 	 
	Annual fee
	 	First year, initial closing of	 	$	3,000	 
	 
	 	IPO by wire transfer; thereafter	 	 	 	 
	 
	 	on the anniversary of the	 	 	 	 
	 
	 	effective date of the IPO by	 	 	 	 
	 
	 	wire transfer or check	 			 
	 
	 	 	 	 	 	 
	Transaction processing fee
	 	Deduction by Trustee from	 	$	250	 
	for disbursements to Company
	 	accumulated income following	 	 	 	 
	under Section 2
	 	disbursement made to Company	 	 	 	 
	 
	 	under Section 2	 			 






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EXHIBIT A




[Letterhead of Company]




[Insert date]




Continental Stock Transfer
 &
Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven Nelson




          Re: Trust Account No. Termination Letter



Gentlemen:




          Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Aldabra 2
Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as
of ___, 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an
agreement (“Business Agreement”) with ___(“Target Business”) to consummate a
business combination with Target Business (“Business Combination”) on or about [insert date]. The
Company shall notify you at least 48 hours in advance of the actual date of the consummation of the
Business Combination (“Consummation Date”).



          In accordance with the terms of the Trust Agreement, we hereby authorize you to commence
liquidation of the Trust Account to the effect that, on the Consummation Date, all of funds held in
the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date.



          On the Consummation Date (i) counsel for the Company shall deliver to you written notification
that the Business Combination has been consummated (“Counsel’s Letter”) and (ii) the Company shall
deliver to you (a) [an affidavit] [a certificate] of ___, which verifies the vote of
the Company’s stockholders in connection with the Business Combination and (b) written instructions
with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the Counsel’s Letter and the Instruction Letter, in accordance with the terms of
the Instruction Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company of the same and
the Company shall direct you as to whether such funds should remain in the Trust Account and
distributed after the Consummation Date to the Company. Upon the distribution of all the funds in
the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated and the
Trust Account closed.



          In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then the funds held in the Trust Account shall be reinvested as
provided in the Trust Agreement on the business day immediately following the Consummation Date as
set forth in the notice.



	 	 	 	 	 
	 	Very truly yours,



ALDABRA 2 ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Nathan Leight, Chairman of the Board 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Jason Weiss, Secretary 	 
	 	 	 	 
	 



cc: Lazard Capital Markets LLC





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EXHIBIT B




[Letterhead of Company]




[Insert date]




Continental Stock Transfer
 &
Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven Nelson




          Re: Trust Account No. Termination Letter



Gentlemen:




          Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Aldabra 2
Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as
of ___, 2007 (“Trust Agreement”), this is to advise you that the Company has been unable to
effect a Business Combination with a Target Company within the time frame specified in the
Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its
IPO.



          In accordance with the terms of the Trust Agreement, we hereby authorize you, to commence
liquidation of the Trust Account as promptly as practicable to stockholders of record on the Last
Date (as defined in the Trust Agreement). You will notify the Company in writing as to when all of
the funds in the Trust Account will be available for immediate transfer (“Transfer Date”) in
accordance with the terms of the Trust Agreement and the Certificate of Incorporation of the
Company. You shall commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Certificate of Incorporation of the Company and you shall oversee the
distribution of the funds. Upon the distribution of all the funds in the Trust Account, your
obligations under the Trust Agreement shall be terminated.



	 	 	 	 	 
	 	Very truly yours,





ALDABRA 2 ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Nathan Leight, Chairman of the Board 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	

 	 
	 	 	Jason Weiss, Secretary 	 
	 	 	 	 
	 



cc: Lazard Capital Markets LLC





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EXHIBIT C




[Letterhead of Company]




[Insert date]




Continental Stock Transfer
 &
Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven Nelson




          Re: Trust Account No. 



Gentlemen:




          Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Aldabra 2
Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as
of ___, 2007 (“Trust Agreement”), this is to advise you that the Company hereby requests
that you deliver to the Company $___of the income earned on the Property as of the date
hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached
tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of
this letter to the Company’s operating account at:



[WIRE INSTRUCTION INFORMATION]




	 	 	 	 	 
	 	Very truly yours,





ALDABRA 2 ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Nathan Leight, Chairman of the Board 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Jason Weiss, Secretary 	 
	 	 	 	 
	 



cc: Lazard Capital Markets LLC





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EXHIBIT D




[Letterhead of Company]




[Insert date]




Continental Stock Transfer
 &
Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven Nelson




          Re: Trust Account No. 



Gentlemen:




          Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Aldabra 2
Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as
of ___, 2007 (“Trust Agreement”), this is to advise you that the Company hereby requests
that you deliver to the Company $___of the income earned on the Property as of the date
hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to
paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such
funds to cover its expenses relating to investigating and selecting a target business and other
working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of
this letter to the Company’s operating account at:



[WIRE INSTRUCTION INFORMATION]




	 	 	 	 	 
	 	Very truly yours,





ALDABRA 2 ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Nathan Leight, Chairman of the Board 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Jason Weiss, Secretary 	 
	 	 	 	 
	 



cc: Lazard Capital Markets LLC





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EXHIBIT E




	 	 	 
	AUTHORIZED INDIVIDUAL(S)	 	AUTHORIZED
	FOR TELEPHONE CALL BACK	 	TELEPHONE NUMBER(S)
	Company:

	 	 
	 
	 	 
	Aldabra 2 Acquisition Corp.
	 	 
	c/o Terrapin Partners LLC
	 	 
	540 Madison Avenue
	 	 
	17th Floor
	 	 
	New York, New York 10022
	 	 
	Attn: Jason Weiss, Chief Executive Officer

	 	(212) 710-4100
	 
	 	 
	Trustee:
	 	 
	 
	 	 
	Continental Stock Transfer
	 	 
	& Trust Company
	 	 
	17 Battery Place
	 	 
	New York, New York 10004
	 	 
	Attn: Steven G. Nelson, Chairman

	 	(212) 845-3200







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