exv10w7



 





Exhibit 10.7




STOCK ESCROW AGREEMENT




          STOCK ESCROW AGREEMENT, dated as of                     , 2007 (“Agreement”), by and among ALDABRA 2
ACQUISITION CORP., a Delaware corporation (“Company”), TERRAPIN PARTNERS VENTURE PARTNERSHIP,
JONATHAN W. BERGER, RICHARD H. ROGEL, TERRAPIN PARTNERS EMPLOYEE PARTNERSHIP and CARL A. ALBERT
(collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York
corporation (“Escrow Agent”).



          WHEREAS, the Company has entered into an Underwriting Agreement, dated                     , 2007
(“Underwriting Agreement”), with Lazard Capital Markets LLC (“Lazard”) acting as representative of
the several underwriters (collectively, the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 20,000,000 units (“Units”) of the Company. Each
Unit consists of one share of the Company’s common stock, par value $.0001 per share (“Common
Stock”), and one warrant, each warrant to purchase one share of Common Stock, all as more fully
described in the Company’s final Prospectus, dated                     , 2007 (“Prospectus”) comprising part
of the Company’s Registration Statement on Form S-1 (File No. 333-                    ) under the Securities Act
of 1933, as amended (“Registration Statement”), declared effective on                     , 2007 (“Effective
Date”).



          WHEREAS, the Initial Stockholders have agreed as a condition of the sale of the Units to
deposit their shares of Common Stock of the Company, as set forth opposite their respective names
in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter provided.



          WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the
Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.



          IT IS AGREED:



     1. Appointment of Escrow Agent. The Company and the Initial Stockholders hereby
appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and
the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.



     2. Deposit of Escrow Shares. On or before the Effective Date, each of the Initial
Stockholders shall deliver to the Escrow Agent certificates representing his, her or its respective
Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement.
Each Initial Stockholder acknowledges that the certificate representing his, her or its Escrow
Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.



     3. Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares
until one year after the consummation of a Business Combination (as defined in the Registration
Statement) (“Escrow Period”), on which date it shall, upon written instructions from each Initial
Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any applicable stock
power) to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the
Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the
Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the
Escrow Shares; provided, however, that if the Underwriters exercise their over-allotment option to
purchase an additional 3,000,000 Units of the Company (as described in the



 









 







Prospectus), the Initial Stockholders agree that the Escrow Agent shall return to the Company for
cancellation, at no cost, the number of Escrow Shares held by each Initial Stockholder determined
by multiplying (a) the product of (i) 750,000, multiplied by (ii) a fraction, (x) the numerator of
which is the number of Escrow Shares held by each Initial Stockholder, and (y) the denominator of
which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is
3,000,000 minus the number of shares of Common Stock purchased by the Underwriters upon the
exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000; provided
further, however, that if, after the Company consummates a Business Combination (as such term is
defined in the Registration Statement), (i) it (or the surviving entity) subsequently consummates a
liquidation, merger, stock exchange or other similar transaction which results in all of the
stockholders of such entity having the right to exchange their shares of Common Stock for cash,
securities or other property or (ii) the last sales price of the Common Stock equals or exceeds
$18.00 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent
will, upon receipt of a certificate, executed by the Chairman of the Board, President or other
authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, that such
transaction is then being consummated or such conditions have been achieved, as applicable, release
the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties
hereunder after the disbursement or destruction of the Escrow Shares in accordance with this
Section 3.



     4. Rights of Initial Stockholders in Escrow Shares.



          4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letter
described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall
retain all of their rights as stockholders of the Company during the Escrow Period, including,
without limitation, the right to vote such shares.



          4.2 Dividends and Other Distributions in Respect of the Escrow Shares. During the
Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be paid to the
Initial Stockholders, but all dividends payable in stock or other non-cash property (“Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As
used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.



          4.3 Restrictions on Transfer. During the Escrow Period, no sale, transfer or other
disposition may be made of any or all of the Escrow Shares except (i) to an entity’s members upon
its liquidation, (ii) by gift to a member of an Initial Stockholder’s immediate family or to a
trust, the beneficiary of which is an Initial Stockholder or a member of an Initial Stockholder’s
immediate family, (iii) by virtue of the laws of descent and distribution upon death of any Initial
Stockholder, (iv) pursuant to a qualified domestic relations order or (v) by private sales made at
or prior to the consummation of a Business Combination at prices no greater than the price which
the Initial Stockholder paid for the Escrow Shares; provided, however, that such
transfers may be implemented only upon the respective transferee’s written agreement to be bound by
the terms and conditions of this Agreement and of the Insider Letter signed by the Initial
Stockholder transferring the Escrow Shares.



          4.4 Insider Letters. Each of the Initial Stockholders has executed a letter agreement
with Lazard and the Company, dated as indicated on Exhibit A hereto, and which is filed as an
exhibit to the Registration Statement (“Insider Letter”), respecting the rights and
obligations of such Initial Stockholder in certain events, including but not limited to the
liquidation of the Company.



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     5. Concerning the Escrow Agent.



          5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or
omitted by it in good faith and in the exercise of its own best judgment, and 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 Escrow Agent), 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 Escrow Agent to be genuine and to be signed or presented by the proper person or
persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow
Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are
affected, unless it shall have given its prior written consent thereto.



          5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the
Company from and against any expenses, including counsel fees and disbursements, or loss suffered
by the Escrow Agent in connection with any action, suit or other proceeding involving any claim
which in any way, directly or indirectly, arises out of or relates to this Agreement, the services
of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or
losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after
the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action,
suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the
event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an
action in the nature of interpleader in an appropriate court to determine ownership or disposition
of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or
it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having
jurisdiction over all of the parties hereto directing to whom and under what circumstances the
Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive
in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.



          5.3 Compensation. The Escrow Agent shall be entitled to reasonable compensation from
the Company for all services rendered by it hereunder. The Escrow Agent shall also be entitled to
reimbursement from the Company for all expenses paid or incurred by it in the administration of its
duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and
disbursements and all taxes or other governmental charges.



          5.4 Further Assurances. From time to time on and after the date hereof, the Company
and the Initial Stockholders shall deliver or cause to be delivered to the Escrow Agent such
further documents and instruments and shall do or cause to be done such further acts as the Escrow
Agent shall reasonably request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is protected in acting
hereunder.



          5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its
duties as escrow agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective as hereinafter provided. Such resignation shall become



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effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed
by the Company, the Escrow Shares held hereunder. If no new escrow agent is so appointed within
the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Shares with any court it reasonably deems appropriate.



          5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from
its duties as escrow agent hereunder if so requested in writing at any time by the other parties
hereto, jointly, provided, however, that such resignation shall become effective only upon
acceptance of appointment by a successor escrow agent as provided in Section 5.5.



          5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent
shall not be relieved from liability hereunder for its own gross negligence or its own willful
misconduct.



     6. Miscellaneous.



          6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under
and shall be construed 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 (whether of the State of New York or any other jurisdiction that would cause
the application of the laws of any jurisdiction other than the State of New York). The Company
hereby agrees that any action, proceeding or claim against it arising out of or relating in any way
to this Agreement shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process
or summons to be served upon the Company may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set
forth in Section 6.6 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim..



          6.2 Third Party Beneficiaries. Each of the Initial Stockholders hereby acknowledges
that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be
modified or changed without the prior written consent of Lazard.



          6.3 Entire Agreement. This Agreement contains the entire agreement of the parties
hereto with respect to the subject matter hereof and, except as expressly provided herein, may not
be changed or modified except by an instrument in writing signed by the party to the charged. 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



          6.4 Headings. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation thereof.



          6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their legal representatives, successors and assigns.



          6.6 Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and either be delivered personally or be mailed, certified or



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registered mail, or by private national courier service, return receipt requested, postage prepaid,
and shall be deemed given when so delivered personally or, if mailed, two days after the date of
mailing, as follows:


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: Chief Executive Officer



If to a Stockholder, to his address set forth in Exhibit A.



and if to the Escrow Agent, to:



Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Chairman



A copy of any notice sent hereunder shall be sent to:



Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attn: David Alan Miller, Esq.



and:



Lazard Capital Markets LLC

30 Rockefeller Plaza

New York, NY 10020

Attn:



and:



Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attn: Raymond B. Check, Esq.




          The parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice to any such change in the manner provided
herein for giving notice.



          6.7 Liquidation of the Company. The Company shall give the Escrow Agent written
notification of the liquidation and dissolution of the Company in the event that the Company fails
to consummate a Business Combination within the time period(s) specified in the Prospectus.



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          WITNESS the execution of this Agreement as of the date first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	ALDABRA 2 ACQUISITION CORP.
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	INITIAL STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	TERRAPIN PARTNERS VENTURE
 PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	TERRAPIN PARNTERS EMPLOYEE PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Jonathan W. Berger	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Richard H. Rogel	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Carl A. Albert	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CONTINENTAL STOCK TRANSFER	 	 
	 

	 	 	 	& TRUST COMPANY	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT A




	 	 	 	 	 	 	 	 	 	 	 
	Name and Address of	 	Number	 	Stock	 	Date of
	Initial Stockholder	 	of Shares	 	Certificate Number	 	Insider Letter
	Terrapin Partners Venture Partnership

	 	 	5,507,500	 	 	 	1	 	 	March 12, 2007
	c/o Terrapin Partners LLC
	 	 	 	 	 	 	 	 	 	 
	540 Madison Avenue, 17th Floor
	 	 	 	 	 	 	 	 	 	 
	New York, New York 10022
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Jonathan W. Berger

	 	 	25,000	 	 	 	2	 	 	March 12, 2007
	c/o Navigant Consulting, Inc.
	 	 	 	 	 	 	 	 	 	 
	100 Colony Square, Suite 1900
	 	 	 	 	 	 	 	 	 	 
	1175 Peachtree Street, N.E.
	 	 	 	 	 	 	 	 	 	 
	Atlanta, Georgia 30361
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Richard H. Rogel

	 	 	25,000	 	 	 	3	 	 	March 12, 2007
	c/o Terrapin Partners LLC
	 	 	 	 	 	 	 	 	 	 
	540 Madison Avenue, 17th Floor
	 	 	 	 	 	 	 	 	 	 
	New York, New York 10022
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Terrapin Partners Employee Partnership

	 	 	167,500	 	 	 	4	 	 	March 12, 2007
	c/o Terrapin Partners LLC
	 	 	 	 	 	 	 	 	 	 
	540 Madison Avenue, 17th Floor
	 	 	 	 	 	 	 	 	 	 
	New York, New York 10022
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Carl A. Albert

	 	 	25,000	 	 	 	5	 	 	March 12, 2007
	10940 Bellagio Road, Suite A
	 	 	 	 	 	 	 	 	 	 
	Los Angeles, California 90077-3203