exv10w11



 





Exhibit 10.11




Subscription Agreement




As of March 12, 2007




To the Board of Directors of

Aldabra 2 Acquisition Corp.:



Gentlemen:




     The undersigned hereby subscribes for and agrees to purchase 1,500,000 Warrants (“Insider
Warrants”) at $1.00 per Insider Warrant, of Aldabra 2 Acquisition Corp. (the “Corporation”) for an
aggregate purchase price of $1,500,000 (“Purchase Price”). The purchase and issuance of the
Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial
public offering of securities (“IPO”) which is being underwritten by Lazard Capital Markets LLC
(“Lazard”). The Insider Warrants will be sold to the undersigned on a private placement basis and
not part of the IPO.



     At least 24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall deliver the Purchase
Price to Graubard Miller (“GM”) to hold in an account until the Corporation consummates the IPO.
Simultaneously with the consummation of the IPO, GM shall deposit the Purchase Price, without
interest or deduction, into the trust fund (“Trust Fund”) established by the Corporation for the
benefit of the Corporation’s public stockholders as described in the Corporation’s Registration
Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into
between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO
is not consummated within 14 days of the date the Purchase Price is delivered to GM, GM shall
return the Purchase Price to the undersigned, with accrued interest.



     The undersigned represents and warrants that he has been advised that the Insider Warrants
have not been registered under the Securities Act; that he is acquiring the Insider Warrants for
his account for investment purposes only; that he has no present intention of selling or otherwise
disposing of the Insider Warrants in violation of the securities laws of the United States; that he
is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities
Act of 1933, as amended (the “Securities Act”); and that he is familiar with the proposed business,
management, financial condition and affairs of the Corporation.



     Moreover, the undersigned agrees that he shall not sell or transfer the Insider Warrants or
any underlying securities (except to employees of Terrapin Partners LLC or to the Company’s
directors at the same cost per Insider Warrant originally paid by the undersigned) until the later
of one year after the effective date of the Registration Statement and 60 days after the date on
which the Corporation consummates a merger, capital stock exchange, asset acquisition or other
similar business combination with an operating business (as more fully described in the
Registration Statement) (“Business Combination”) and acknowledges that the certificates for such
Insider Warrants shall contain a legend indicating such restriction on transferability.



     The Company hereby acknowledges and agrees that so long as the Insider Warrants are held by
the undersigned or his affiliates, (i) the Insider Warrants will not be redeemable by the Company
and (ii) the Insider Warrants may be exercised on a cashless basis by surrendering such Warrants
for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of



 









 







shares of Common Stock underlying the Warrants, multiplied by the
difference between the exercise price of the
Warrants and the “Fair Market Value” (defined below) by (y) the Fair Market Value. The “Fair
Market Value” shall mean the average reported last sale price of the Common Stock for the five
trading days ending on the trading day prior to the date on which the Insider Warrants are
exercised



     The terms of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of Lazard.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



Agreed to:




Aldabra 2 Acquisition Corp.




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 
 Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Graubard Miller	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
 Name:
David Alan Miller	 	 
	 

	 	Title: Managing Partner	 	 
	 
	 	 	 	 
	Lazard Capital Markets LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
 Name:	 	 
	 

	 	Title: