exv10w5



 




Exhibit 10.5


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

 









 









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.




          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



 









 





Aldabra 2 Acquisition Corp.

Lazard Capital Markets LLC

March 12, 2007

Page 3

 



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.



          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.



	 	 	 	 	 
	 	 	 
	 	                                 Carl A. Albert
 	 
	 	Print Name of Insider 	 
	 	 	 
	 	                                 /s/ Carl A. Albert
 	 
	 	Signature      	 
	 	 	 
	 




 









 








Exhibit A





     Carl A. Albert has served as a member of our board of directors since our inception. Since
April 2000, Mr. Albert has served as the chairman of the board and chief executive officer of
Fairchild Venture Capital Corporation, a private investment firm. From September 1990 to April
2000, Mr. Albert was the majority owner, chairman of the board and chief executive officer of
Fairchild Aerospace Corporation and Fairchild Dornier Corporation, and Chairman of the Supervisory
Board of Dornier Luftfahrt, GmbH, all aircraft manufacturing companies. From 1989 to 1990, Mr.
Albert was a private investor. After providing start up venture capital, Mr. Albert served from
1981 to 1988 as chairman of the board and chief executive officer of Wings West Airlines, a
California based regional airline that completed an initial public offering in 1983 and was
acquired by AMR Corporation, parent of American Airlines, in 1988. Following the acquisition Mr.
Albert served as President until 1989. Prior to this, Mr. Albert was an attorney, specializing in
business, real estate and corporate law. Mr. Albert received a B.A. from the University of
California at Los Angeles and an L.L.B. from the University of California at Los Angeles School of
Law.