Exhibit
10.17


INVESTOR RIGHTS
AGREEMENT


THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”)
is made as of December 26, 2006, by and among Aldabra Acquisition Corporation,
a Delaware corporation (the “Company”); Madison Dearborn Capital
Partners IV, L.P., a Delaware corporation (“MDCP”), certain directors
and officers of the Company who are shareholders of the Company on the date
hereof and who are signatories to this Agreement (the “Aldabra Shareholders”),
each of the Persons listed on the signature pages hereto as “Other Investors”
(the “Other Investors”), and for the purposes set forth in Section
13(e), Great Lakes Dredge & Dock Holdings Corp. (“Holdco”).  Certain capitalized terms have the meanings
set forth in Section 12 hereof. 
Capitalized terms used, but not otherwise defined, herein shall have the
meanings set forth in the Merger Agreement (as hereinafter defined).


The Company, GLDD Acquisitions Corp. (“GLDD”),
Aldabra Merger Sub, L.L.C., a Delaware limited liability company (“Merger
Sub”), MDCP (solely in its capacity as Company Representative) and the
Buyer Representative (as named therein) are parties to that certain Agreement
and Plan of Merger, dated as of June 20, 2006 (as amended, modified,
supplemented or waived from time to time, the “Merger Agreement”)
pursuant to which GLDD is merging with and into Merger Sub (the “Merger”).


The Aldabra Shareholders own shares of Common Stock of
the Company and warrants exercisable for shares of Common Stock and are
agreeing to the covenants herein as a condition to the obligation of the
Company to consummate the Merger.


Certain Other Investors are members of management of
GLDD and its Subsidiaries are parties to a Management Equity Agreement among
such Other Investors and the Company dated as of December 26, 2003 (as amended
or modified from time to time, the “Management Equity Agreement”) and
are acquiring shares of Common Stock of the Company in connection with the
Merger and agreeing that the Common Stock so acquired remain subject to certain
restrictions of the Management Equity Agreement and that certain other
provisions of the Management Equity Agreement are hereby terminated.


MDCP and certain Other Investors that are not members
of management of the Company are acquiring shares of Common Stock of the Company
in connection with the Merger.


The Company’s execution and delivery of this Agreement
is a condition to GLDD’s obligations under the Merger Agreement.


The parties hereto agree as follows:


1.             Board Representatives.  Subject to the limitations set forth in this Section
1, the holders of a majority of MDCP Registrable Securities shall have the
right to designate up to the Applicable Number of representatives for election
to the Board (individually a “Board Representative” and collectively the
“Board Representatives”).  The
terms and conditions governing the election, term of office, filling of
vacancies and other features of such directorships shall be as follows:









 



(a)           Interim
Appointment of Directors.  From and
after the date that MDCP is no longer entitled to designate directors with
multiple votes (as determined in accordance with the Company’s Certificate of
Incorporation) (the “Beginning Date”) until the Expiration Date, the
holders of a majority of the MDCP Registrable Securities may nominate up to the
Applicable Number of Board Representatives to be elected to the Board.  Subject only to such actions not being in
violation of the fiduciary duties of members of the Board to the Company, the
Company shall take all action necessary such that the number of directors on
the Board shall (if necessary) be increased by the Applicable Number and such
vacancies shall be filled by the designees of the holders of a majority of MDCP
Registrable Securities effective as of the day following the Beginning Date (or,
if later, the date that the holders of a majority of MDCP Registrable
Securities determines to appoint such Board Representative); provided
that if the Company avoids its obligations under this sentence or this Section
1(a) because it deems such nomination to be in violation of fiduciary
duties of members of the Board, the holders of MDCP Registrable Securities
shall be entitled to appoint an alternative nominee to be a Board
Representative.  Each Board
Representative appointed pursuant to this Section 1(a) shall continue to
hold office until such Board Representative’s term expires, subject, however,
to prior death, resignation, retirement, disqualification or termination of
term of office as provided in this Section 1.


(b)           Continuing
Designation of Board Representatives. 
On and prior to the Expiration Date, in connection with the expiration
of the term of any Board Representative, the Company shall, subject to the
provisions of Section 1(c) and subject only to such nomination not being
in violation of the fiduciary duties of members of the Board, nominate the
Board Representative(s) designated by the holders of a majority of MDCP
Registrable Securities for election to the Board by the holders of voting
capital stock and solicit proxies from the Company’s stockholders in favor of
the election of such Board Representative(s); provided that if the
Company avoids its obligations under this sentence or this Section 1(b)
because it deems such nomination to be in violation of fiduciary duties of
members of the Board, the holders of MDCP Registrable Securities shall be
entitled to appoint an alternative nominee to be a Board Representative.  Subject to the provisions of Section 1(c),
the Company shall use commercially reasonable efforts to cause such Board
Representative(s) to be elected to the Board (including voting all unrestricted
proxies in favor of the election of such Board Representative(s) and including
recommending approval of such Board Representative(s)’ appointment to the Board
as provided for in the Company’s proxy statement) and shall not take any action
which would diminish the prospects of such Board Representative(s) being
elected to the Board.


(c)           Termination of
Board Representative Designation Rights. 
The right of holders of a majority of MDCP Registrable Securities to
designate a Board Representative pursuant to this Section 1 shall
terminate on the Expiration Date.  If the
rights of holders of a majority of MDCP Registrable Securities to designate a
Board Representative cease under the immediately preceding sentence, then the
Company may use commercially reasonable efforts to effect the removal of such
director.


(d)           Resignation;
Removal; and Vacancies.


(i)                                     Resignation.  An elected Board Representative may resign
from the Board at any time by giving written notice to the Company at its
principal executive office.  The
resignation is effective without acceptance when the 



 2
 






 



notice is given to the Company, unless a
later effective time is specified in the notice.


(ii)                                  Removal.  So long as the holders of a majority of MDCP
Registrable Securities retain the right to designate a director pursuant to Section
1(b), the Company shall use commercially reasonable efforts to remove any
Board Representative only if so directed in writing by the holders of a majority
of MDCP Registrable Securities.


(iii)                               Vacancies.  In the event of a vacancy on the Board
resulting from the death, disqualification, resignation, retirement or
termination of term of office of the Board Representative designated by the
holders of a majority of MDCP Registrable Securities, then the Company shall
use commercially reasonable efforts to fill such vacancy with a representative
designated by the holders of a majority of the MDCP Registrable Securities as
provided hereunder, in either case to serve until the next annual or special
meeting of the stockholders (and at such meeting, such representative, or
another representative designated by such holders, will be elected to the Board
in the manner set forth in the Company’s Bylaws).  If the holders of MDCP Registrable Securities
fail or decline to fill the vacancy, then the directorship shall remain open
until such time as the holders of a majority of MDCP Registrable Securities
elect to fill it with a representative designated hereunder.  During any such period that the holders of
MDCP Registrable Securities, as the case may be, are entitled to, but have
failed or declined to, designate a Board Representative, the holders of a
majority of MDCP Registrable Securities shall have the right to designate one
representative to attend all Board meetings as a non-voting
observer.  The observer shall be entitled
to notice of all Board meetings in the manner that notice is provided to
members of the Board, shall be entitled to receive all materials provided to
members of the Board, shall be entitled to attend (whether in person, by
telephone, or otherwise) all meetings of the Board as a non-voting
observer, and shall be entitled to fees and expenses paid to Board
Representatives pursuant to Section 1(e).


(e)           Fees &
Expenses.  Board Representatives
shall be entitled to fees, other compensation and reimbursement of expenses
paid to Board members who are not employees of the Company or its Subsidiaries.


(f)            Subsidiary
Boards; Committees.  Subject to
applicable law, at the request of MDCP, the Company shall use commercially
reasonable efforts to cause the Board Representative(s) to have proportional
representation (relative to their percentage on the whole Board) on the board
of directors (or similar governing body) of each Subsidiary of the Company
(each, a “Sub Board”) and each committee of the Board and each Sub
Board.


(g)           Reporting
Information.  With respect to each
Board Representative designated pursuant to the provisions of this Section 1,
the holders of MDCP Registrable Securities shall cause the Board Representative
to provide to the Company with all necessary 



 3
 






 



assistance and
information related to such Board Representative that is required under
Regulation 14A under the Securities Exchange Act of 1934 (as amended) to be
disclosed in solicitations of proxies or otherwise, including such Person’s
written consent to being named in the proxy statement (if applicable) and to
serving as a director if elected.


2.             Covenants.


(a)           Financial
Statements and Other Information. 
The Company shall deliver to each holder of more than 25% of the MDCP
Registrable Securities:


(i)                                     as
soon as available but in any event within 30 days after the end of each monthly
accounting period in each fiscal year, unaudited consolidating and consolidated
statements of income and cash flows of the Company and its Subsidiaries for
such monthly period and for the period from the beginning of the fiscal year to
the end of such month, and unaudited consolidating and consolidated balance
sheets of the Company and its Subsidiaries as of the end of such monthly
period, setting forth in each case comparisons to the Company’s annual budget
and to the corresponding period in the preceding fiscal year;


(ii)                                  within
45 days after the end of each quarterly accounting period in each fiscal year,
unaudited consolidating and consolidated statements of income and cash flows of
the Company and its Subsidiaries for such quarterly period and for the period
from the beginning of the fiscal year to the end of such quarter, and unaudited
consolidating and consolidated balance sheets of the Company and its
Subsidiaries as of the end of such quarterly period, setting forth in each case
comparisons to the Company’s annual budget and to the corresponding period in
the preceding fiscal year, and all such items shall be prepared in accordance
with generally accepted accounting principles, consistently applied and shall
be certified by a senior executive officer of the Company;


(iii)                               within
90 days after the end of each fiscal year, consolidating and consolidated
statements of income, cash flows and shareholders’ equity of the Company and
its Subsidiaries for such fiscal year, and consolidating and consolidated
balance sheets of the Company and its Subsidiaries as of the end of such fiscal
year, setting forth in each case comparisons to the Company’s annual budget and
to the preceding fiscal year, all prepared in accordance with generally
accepted accounting principles, consistently applied, and accompanied by (a)
with respect to the consolidated portions of such statements, an opinion
containing no material exceptions or qualifications (except for qualifications
regarding specified contingent liabilities) of an independent accounting firm
of recognized national standing, and (b) when applicable, a copy of such firm’s
annual management letter to the Company’s board of directors;



 4
 






 



(iv)                              promptly
upon receipt thereof, any additional reports, management letters or other
detailed information concerning significant aspects of the Company’s or its
Subsidiaries’ operations or financial affairs given to the Company by its
independent accountants (and not otherwise contained in other materials
provided hereunder);


(v)                                 not
later than 45 days after the beginning of each fiscal year, an annual budget
prepared on a monthly basis for the Company and its Subsidiaries for such
fiscal year (displaying anticipated statements of income and cash flows and
balance sheets), and promptly upon preparation thereof any other significant
budgets prepared by the Company and any revisions of such annual or other
budgets; and


(vi)                              with
reasonable promptness, such other information and financial data concerning the
Company and its Subsidiaries as any Person entitled to receive information
under this Section 2(a) may reasonably request.


Each of the financial statements referred to in
subparagraphs (i), (ii) and (iii) above shall be true and correct in all
material respects as of the dates and for the periods stated therein, subject
in the case of the unaudited financial statements to changes resulting from
normal year-end adjustments for recurring accruals (none of which would, alone
or in the aggregate, be materially adverse to the business, condition
(financial or otherwise), operating results, assets, liabilities, operations,
business prospects or customer, supplier or employee relations of the Company
and its Subsidiaries taken as a whole).


(b)           Inspection Rights.  The Company shall permit any representatives
designated by any holder of more than 25% of the MDCP Registrable Securities,
upon reasonable notice and during normal business hours to (i) visit and
inspect any of the properties of the Company and its Subsidiaries, (ii) examine
the corporate and financial records of the Company and its Subsidiaries and
make copies thereof or extracts therefrom and (iii) discuss the affairs,
finances and accounts of any such corporations with the directors, officers,
key employees and independent accountants of the Company and its
Subsidiaries.  The presentation of an
executed copy of this Agreement by any such holder to the Company’s independent
accountants shall constitute the Company’s permission to its independent
accountants to participate in discussions with such Persons.


(c)           Confidentiality.  To the extent that any such information made
available to any holder of MDCP Registrable Securities would require disclosure
under Regulation FD, such holder shall as a condition to receiving any such
information that is not otherwise publicly available agree in writing to keep
such information confidential and not disclose such information to any Person
(i) unless such Person agrees to keep such information confidential or (ii)
except as may be required by applicable law (including securities law).  Each holder of Registrable Securities party
to this Agreement shall be deemed by its execution hereof to have satisfied the
condition referred to in this Section 2(c).



 5
 






 



(d)           Restrictions.  As long as MDCP owns at least 25% of the
voting power of all shares of capital stock of the Company, from and after the
Effective Time, the Company shall not, without the prior written consent of
MDCP:


(i)                                     directly
or indirectly declare or pay any dividends or make any distributions upon any
of its capital stock or other equity securities, except that the Company may
declare and pay dividends payable in shares of Common Stock issued upon the
outstanding shares of Common Stock and any Subsidiary may declare and pay
dividends or make distributions to the Company or any Wholly-Owned Subsidiary;


(ii)                                  directly
or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary
to redeem, purchase or otherwise acquire, any of the Company’s or any
Subsidiary’s capital stock or other equity securities (including, without
limitation, warrants, options and other rights to acquire such capital stock or
other equity securities) or directly or indirectly redeem, purchase or make any
payments with respect to any stock appreciation rights, phantom stock plans or
similar rights or plans, except for acquisitions of capital stock pursuant to
agreements or plans, including equity incentive agreements with service
providers, which allow the Company to repurchase shares of Common Stock upon
the termination of services or an exercise of the Company’s right of first
refusal upon a proposed transfer.


(iii)                               except
as expressly contemplated by this Agreement and the Merger Agreement,
authorize, issue or enter into any agreement providing for the issuance
(contingent or otherwise) of, (a) any notes or debt securities containing equity
or voting features (including, without limitation, any notes or debt securities
convertible into or exchangeable for capital stock or other equity securities,
issued in connection with the issuance of capital stock or other equity
securities or containing profit participation features) or (b) any capital
stock or other equity securities (or any securities convertible into or
exchangeable for any capital stock or other equity securities);


(iv)                              make,
or permit any Subsidiary to make, any loans or advances to, guarantees for the
benefit of, or investments in, any Person (other than the Company or a
Wholly-Owned Subsidiary), except for (a) reasonable advances to employees
in the ordinary course of business, (b) acquisitions permitted pursuant to
subparagraph (viii) below, (c) Investments having a stated maturity no
greater than one year from the date the Company or any Subsidiary makes such
Investment in (1) obligations of the United States government or any agency
thereof or obligations guaranteed by the United States government, (2)
certificates of deposit of commercial banks having combined capital and surplus
of at least $50 million, (3) commercial paper with a rating of at least “Prime-1”
by Moody’s Investors Service, Inc., or (d) loans for acquisitions of
capital stock pursuant to agreements or plans, 



 6
 






 



including equity incentive agreements with
service providers, which allow the Company to repurchase shares of Common Stock
upon the termination of services or an exercise of the Company’s right of first
refusal upon a proposed transfer;


(v)                                 merge
or consolidate with any Person;


(vi)                              sell,
lease or otherwise dispose of, or permit any Subsidiary to sell, lease or
otherwise dispose of, more than 25% of the consolidated assets of the Company
and its Subsidiaries (computed on the basis of book value, determined in
accordance with generally accepted accounting principles consistently applied,
or fair market value, determined by the Company’s board of directors in its
reasonable good faith judgment) in any transaction or series of related
transactions or sell or permanently dispose of any of its or any Subsidiary’s
Intellectual Property Rights;


(vii)                           liquidate,
dissolve or effect a recapitalization or reorganization in any form of
transaction (including, without limitation, any reorganization into a limited
liability company, a partnership or any other non-corporate entity which is
treated as a partnership for federal income tax purposes);


(viii)                        acquire or
enter into, or permit any Subsidiary to acquire or enter into, any interest in
any company or business (whether by a purchase of assets, purchase of stock,
merger or otherwise), except acquisitions for purchase consideration of not
more than $20,000,000 in the aggregate, or any joint venture;


(ix)                                reclassify
or recapitalize any securities of the Company or any of its Subsidiaries;


(x)                                   enter
into, or permit any Subsidiary to enter into, the ownership, active management
or operation of any business other than dredging and demolition;


(xi)                                make
any amendment to or rescind (including, without limitation, in each case by
merger or consolidation) any provision of the certificate of incorporation or
articles of incorporation, or the by-laws, of the Company or any of its
Subsidiaries, or file any resolution of the board of directors with the
secretary of state of the state of incorporation of the Company or any of its
Subsidiaries;


(xii)                             enter
into, amend, modify or supplement, or permit any Subsidiary to enter into,
amend, modify or supplement, any agreement, transaction, commitment or
arrangement with any of its or any Subsidiary’s officers, directors, employees,
stockholders or Affiliates or with any individual related by blood, marriage or
adoption to any such individual or with any entity in which any such Person or
individual owns a beneficial interest, except for customary employment
arrangements and benefit programs on 



 7
 






 



reasonable terms and except as otherwise
expressly contemplated by this Agreement;


(xiii)                          create,
incur, assume or suffer to exist, or permit any Subsidiary to create, incur,
assume or suffer to exist, indebtedness for borrowed money and/or capitalized
lease obligations exceeding an aggregate principal amount of $20,000,000
outstanding at any time on a consolidated basis, other than pursuant to facilities
in effect on the date of this Agreement;


(xiv)                         issue or
sell, or permit any Subsidiary to issue or sell, any shares of the capital
stock, or rights to acquire shares of the capital stock, of any Subsidiary to
any Person other than the Company or a Wholly-Owned Subsidiary; or


(xv)                            agree
to any of the foregoing.


(e)           Affirmative
Covenants.  As long as MDCP owns at
least 25% of the voting power of all shares of capital stock of the Company,
from and after the Effective Time, the Company shall unless it has received the
prior written consent of MDCP:


(i)                                     at
all times cause to be done all things necessary to maintain, preserve and renew
its corporate existence and all material licenses, authorizations and permits
necessary to the conduct of its businesses;


(ii)                                  maintain
and keep its material properties in good repair, working order and condition,
and from time to time make all necessary or desirable repairs, renewals and
replacements, so that its businesses may be properly and advantageously
conducted in all material respects at all times;


(iii)                               pay
and discharge when payable all taxes, assessments and governmental charges
imposed upon its properties or upon the income or profits therefrom (in each
case before the same becomes delinquent and before penalties accrue thereon)
and all claims for labor, materials or supplies which if unpaid would by law
become a lien, encumbrance or  other
restriction upon any of its property, unless and to the extent that the same
are being contested in good faith and by appropriate proceedings and adequate
reserves (as determined in accordance with generally accepted accounting
principles, consistently applied) have been established on its books and
financial statements with respect thereto;


(iv)                              comply
with all other material obligations which it incurs pursuant to any contract or
agreement, whether oral or written, express or implied, as such obligations
become due, unless and to the extent that the same are being contested in good
faith and by appropriate proceedings and adequate reserves (as determined in
accordance with generally accepted accounting principles, consistently applied)
have been established on its books and financial statements with respect
thereto;



 8
 






 



(v)                                 comply
with all applicable laws, rules and regulations of all governmental
authorities, the violation of which would reasonably be expected to have a
material adverse effect upon the business, condition (financial or otherwise),
operating results, assets, liabilities, operations, business prospects or
customer, supplier or employee relations of the Company and its Subsidiaries
taken as a whole;


(vi)                              apply
for and continue in force with good and responsible insurance companies
adequate insurance covering risks of such types and in such amounts as are
customary for well-insured companies of similar size engaged in similar lines
of business; and


(vii)                           maintain
proper books of record and account which present fairly in all material
respects its financial condition and results of operations and make provisions
on its financial statements for all such proper reserves as in each case are
required in accordance with generally accepted accounting principles,
consistently applied.


3.             Demand Registrations.


(a)           Requests for
Registration.  At any time after the
date hereof, the holders of at least a majority of MDCP Registrable Securities
may request registration under the Securities Act of all or any portion of
their Registrable Securities (i) on Form S-1 or any similar long-form
registration (“Long-Form Registrations”) and (ii) on Form S-3 or any
similar short-form registration (“Short-Form Registrations”) if
available.  In addition, from and after
February 17, 2008, the holders of at least a majority of Aldabra Registrable
Securities may request registration under the Securities Act of all or any
portion of their Registrable Securities in the form of (i) a Long-Form
Registration and (ii) a Short-Form Registration, if available.  All registrations requested pursuant to this Section
3(a) are referred to herein as “Demand Registrations.”  Each request for a Demand Registration shall
specify the approximate number of Registrable Securities requested to be
registered and the anticipated per share price range for such offering.  Within ten days after receipt of any such
request, the Company shall give written notice of such requested registration
to all other holders of Registrable Securities and (subject to the remainder of
this Section 3) shall include in such registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company’s notice.


(b)           Number of Demand
Registrations.  The holders of MDCP
Registrable Securities shall be entitled to request three Long-Form
Registrations and an unlimited number of Short-Form Registrations and the
holders of Aldabra Registrable Securities shall be entitled, to the extent
provided under Section 3(a), to request one Long-Form Registration and
one Short-Form Registration, as applicable, with respect to which the Company
shall pay all Registration Expenses as set forth in Section 4; provided
that the aggregate offering value of the Registrable Securities requested to be
registered in any Long-Form Registration must equal at least $20 million.  A registration shall not count as one of the
permitted Long-Form Registrations until it has become effective, and no
Long-Form Registration shall count as one of the permitted Long-Form
Registrations unless the holders of Registrable Securities are able to register
and sell at 



 9
 






 



least 90% of
the Registrable Securities requested to be included in such registration; provided
that in any event the Company shall pay all Registration Expenses in connection
with any registration initiated as a Demand Registration whether or not it has
become effective.


(c)           Priority on
Demand Registrations.  The Company
shall not include in any Demand Registration any securities which are not
Registrable Securities without the prior written consent of the holders of 50%
or more of the Registrable Securities included in such registration.  If a Demand Registration is an underwritten
offering and the managing underwriters advise the Company in writing that in
their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number
of Registrable Securities and other securities, if any, which can be sold
therein in an orderly manner in such offering within a price range acceptable
to the holders of a majority of the Registrable Securities requested to be
included therein, then the Company (i) shall include in such registration only
such number as may be sold therein in such an orderly manner, and (ii) prior to
the inclusion of any securities which are not Registrable Securities shall
include Registrable Securities pro rata among the respective holders thereof on
the basis of the amount of Registrable Securities owned by each such holder
(with the pro rata share of each such holder determined in accordance with
Section 4 of this Agreement); provided, however, that if the managing
underwriters determine that the inclusion of the number of Other Investor
Registrable Securities and Aldabra Registrable Securities proposed to be
included in any such offering would adversely affect the marketability of such
offering, the Company may exclude such number of Other Investor Registrable
Securities and Aldabra Registrable Securities as necessary to negate such
adverse impact; provided that the provisions of the foregoing proviso
shall not apply in a demand registration effected by holders of Aldabra
Registrable Securities in accordance with the second sentence of Section
3(a).


(d)           Restrictions on
Demand Registrations.  The Company
shall not be obligated to effect any Demand Registration within 120 days after
the effective date of a previous Demand Registration or a previous registration
in which the holders of Registrable Securities were given piggyback rights
pursuant to Section 4 and in which there was no reduction in the number
of Registrable Securities requested to be included.  In addition, the Company may postpone for up
to 120 days the filing or the effectiveness of a registration statement for a
Demand Registration if the Company’s board of directors determines in its
reasonable good faith judgment that such Demand Registration would reasonably
be expected to have a material adverse effect on any proposal or plan by the
Company or any of its Subsidiaries to engage in any acquisition of assets
(other than in the ordinary course of business) or any merger, consolidation,
tender offer, reorganization or similar transaction; provided that in
such event, the holders of Registrable Securities initially requesting such
Demand Registration shall be entitled to withdraw such request and, if such
request is withdrawn, such Demand Registration shall not count as one of the
permitted Long-Form Registrations hereunder and the Company shall pay all
Registration Expenses in connection with such registration.


(e)           Selection of
Underwriters.  If the Company is
offering and selling securities in any registered offering, the Company’s board
of directors shall select the investment banker(s) and manager(s) to administer
such offering.



 10














 


(f)            Form S-3.  If the holders of Registrable Securities do
not intend to distribute the Registrable Securities by means of an underwritten
Public Offering, the Company may, if it is then eligible to do so, effect the
registration of the Registrable Securities on Form S-3 or any comparable
or successor form or forms if such form is available for use by the Company
pursuant to and in accordance with the Securities Act.


4.             Piggyback Registrations.


(a)           Right to
Piggyback.  Whenever the Company
proposes to register any of its securities under the Securities Act (including
pursuant to a Demand Registration) and the registration form to be used may be
used for the registration of Registrable Securities (a “Piggyback
Registration”), the Company shall give prompt written notice to all holders
of Registrable Securities of its intention to effect such a registration and
(subject to the remainder of this Section 4) shall include in such
registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 20 days after the
receipt of the Company’s notice.


(b)           Piggyback
Expenses.  The Registration Expenses
of the holders of Registrable Securities shall be paid by the Company in all
Piggyback Registrations.


(c)           Priority on
Primary Registrations.  If a
Piggyback Registration is an underwritten primary registration on behalf of the
Company, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such
offering within a price range acceptable to the Company, the Company (i) shall
include in such registration only such number as may be sold therein in such an
orderly manner, and (ii) prior to the inclusion of any securities which are not
Registrable Securities, shall include Registrable Securities pro rata among the
respective holders thereof on the basis of the amount of Registrable Securities
owned by each such holder; provided, however, that in the event that any
holder of Aldabra Registrable Securities was prevented from participating in a
Piggyback Registration on or prior to February 17, 2008 (a “Prior
Registration”) as a result of his, her or its shares being held in a share
escrow account, the pro rata share referenced in clause (ii) shall be, for each
holder of Registrable Securities requesting inclusion of Registrable Securities
in the first Piggyback Registration after February 17, 2008, determined as such
holder’s Revised Pro Rata Share;  provided,
further that if the managing underwriters determine that the inclusion
of the number of Other Investor Registrable Securities and Aldabra Registrable
Securities proposed to be included in any such offering would adversely affect
the marketability of such offering, the Company may exclude such number of
Other Investor Registrable Securities and Aldabra Registrable Securities pro
rata as necessary to negate such adverse impact.


(d)           Priority on
Secondary Registrations.  If a
Piggyback Registration is an underwritten secondary registration on behalf of
holders of the Company’s securities (including pursuant to a Demand
Registration), and the managing underwriters advise the Company in writing that
in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such
offering within a price range acceptable to the holders initially requesting
such registration, the Company (i) shall include in such registration only such
number as may be sold therein in such an orderly manner, and (ii) 



 11
 






 



prior to the
inclusion of any securities which are not Registrable Securities shall include
Registrable Securities pro rata among the respective holders thereof on the
basis of the amount of Registrable Securities owned by each such holder; provided,
however, that in the event that any holder of Aldabra Registrable Securities
was prevented from participating in a Prior Registration as a result of his,
her or its shares being held in a share escrow account, the pro rata share
referenced in clause (ii) shall be determined, for each holder of Registrable
Securities requesting inclusion of the Registrable Securities in the first
Piggyback Registration after February 17, 2008, as such holder’s Revised Pro
Rata Share; provided, further, however, that if the managing
underwriters determine that the inclusion of the number of Other Investor
Registrable Securities and Aldabra Registrable Securities proposed to be included
in any such offering would adversely affect the marketability of such offering,
the Company may exclude such number of Other Investor Registrable Securities
and Aldabra Registrable Securities pro rata as necessary to negate such adverse
impact.


(e)           Other
Registrations.  If the Company has
previously filed a registration statement with respect to Registrable
Securities pursuant to Section 3 or pursuant to this Section 4,
and if such previous registration has not been withdrawn or abandoned, the
Company shall not file or cause to be effected any other registration of any of
its equity securities or securities convertible or exchangeable into or
exercisable for its equity securities under the Securities Act (except on Form
S-8 or any successor form), whether on its own behalf or at the request of any
holder or holders of such securities, until a period of at least 120 days has
elapsed from the effective date of such previous registration.


5.             Registration Procedures.  Whenever the holders of Registrable Securities
have requested that any Registrable Securities be registered pursuant to this
Agreement, the Company shall use its best efforts to effect the registration
and the sale of such Registrable Securities in accordance with the intended
method of disposition thereof, and pursuant thereto the Company shall as
expeditiously as possible:


(a)           prepare and file
with the Securities and Exchange Commission a registration statement with
respect to such Registrable Securities within 120 days (in connection with an initial
Public Offering) or 60 days (in connection with all other Public Offerings) and
use its best efforts to cause such registration statement to become effective (provided
that before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall furnish to the counsel selected by the
holders of a majority of the Registrable Securities covered by such
registration statement copies of all such documents proposed to be filed);


(b)           promptly notify each
holder of Registrable Securities of the effectiveness of each registration
statement filed hereunder and prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 180 days and
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;



 12
 






 



(c)           furnish to each
seller of Registrable Securities such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus) and such
other documents as such seller may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such seller;


(d)           use its best efforts
to register or qualify such Registrable Securities under such other securities
or blue sky laws of such jurisdictions as any seller reasonably requests and do
any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such seller (provided
that the Company shall not be required to (i) qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify but for
this subparagraph, (ii) subject itself to taxation in any such jurisdiction or
(iii) consent to general service of process in any such jurisdiction);


(e)           notify each seller
of such Registrable Securities, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, and, at the request of
any such seller, the Company shall prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement
of a material fact or omit to state any fact necessary to make the statements
therein not misleading;


(f)            cause all such
Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed and, if not so listed,
to be listed on the NASD automated quotation system and, if listed on the NASD
automated quotation system, use its best efforts to secure designation of all
such Registrable Securities covered by such registration statement as a NASDAQ “national
market system security” within the meaning of Rule 11Aa2-1 of the Securities
and Exchange Commission or, failing that, to secure NASDAQ authorization for
such Registrable Securities and, without limiting the generality of the
foregoing, to arrange for at least two market makers to register as such with
respect to such Registrable Securities with the NASD;


(g)           provide a transfer
agent and registrar for all such Registrable Securities not later than the
effective date of such registration statement;


(h)           enter into such
customary agreements (including underwriting agreements in customary form) and
take all such other actions as the holders of a majority of the Registrable
Securities being sold or the underwriters, if any, reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities
(including effecting a stock split or a combination of shares);


(i)            make available for
inspection by any seller of Registrable Securities, any underwriter
participating in any disposition pursuant to such registration statement and
any attorney, accountant or other agent retained by any such seller or
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the 



 13
 






 



Company’s
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;


(j)            otherwise use its
best efforts to comply with all applicable rules and regulations of the
Securities and Exchange Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least twelve months beginning with the first day of the Company’s first full
calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;


(k)           permit any holder of
Registrable Securities which holder, in its sole and exclusive judgment, might
be deemed to be an underwriter or a controlling person of the Company, to
participate in the preparation of such registration or comparable statement and
to require the insertion therein of material, furnished to the Company in
writing, which in the reasonable judgment of such holder and its counsel should
be included; and


(l)            the Company agrees
to file all reports and supplements which are required to be filed by the
Company under the Securities Act so that it may be eligible to effect any
registration of Registrable Securities on Form S-3 or any comparable form,
successor form or other form if such form is available for use by the Company.


6.             Registration Expenses.


(a)           All expenses
incident to the Company’s performance of or compliance with this Agreement,
including without limitation all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws, printing expenses,
messenger and delivery expenses, fees and disbursements of custodians, and fees
and disbursements of counsel for the Company and all independent certified
public accountants, underwriters (excluding discounts and commissions) and
other Persons retained by the Company shall be paid by the Company (all such
expenses being herein called “Registration Expenses”) and the Company
shall pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of
any liability insurance and the expenses and fees for listing the securities to
be registered on each securities exchange on which similar securities issued by
the Company are then listed or on the NASD automated quotation system.


(b)           In connection with
each Demand Registration and each Piggyback Registration, the Company shall
reimburse the holders of Registrable Securities included in such registration
for the reasonable fees and disbursements of one counsel chosen by the holders
of a majority of the Registrable Securities included in such registration.


(c)           To the extent
Registration Expenses are not required to be paid by the Company, each holder
of securities included in any registration hereunder shall pay those
Registration Expenses allocable to the registration of such holder’s securities
so included, and any Registration Expenses not so allocable shall be borne by
all sellers of securities included in such registration in proportion to the
aggregate selling price of the securities to be so registered.



 14
 






 



7.             Indemnification.


(a)           The Company agrees
to indemnify, to the extent permitted by law, each holder of Registrable
Securities, its officers and directors and each Person who controls such holder
(within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue statement of
material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
the same are caused by or contained in any information furnished in writing to
the Company by such holder expressly for use therein or by such holder’s
failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after the Company has furnished such holder
with a sufficient number of copies of the same. 
In connection with an underwritten offering, the Company shall indemnify
such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the holders of
Registrable Securities.


(b)           In connection with
any registration statement in which a holder of Registrable Securities is
participating, each such holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the
extent permitted by law, shall indemnify the Company, its directors and
officers and each Person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by such holder; provided that the obligation to indemnify
shall be individual, not joint and several, for each holder and shall be
limited to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.


(c)           Any Person entitled
to indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice shall not impair any
Person’s right to indemnification hereunder to the extent such failure has not
prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party.  If such
defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent shall not be unreasonably withheld).  An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a 



 15
 






 



conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.


(d)           The indemnification
provided for under this Agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party
or any officer, director or controlling Person of such indemnified party and
shall survive the transfer of securities. 
The Company also agrees to make such provisions, as are reasonably
requested by any indemnified party, for contribution to such party in the event
the Company’s indemnification is unavailable for any reason.


8.             Participation in Underwritten Registrations; Holdback.  No Person may participate in any registration
hereunder which is underwritten unless such Person (i) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements approved
by the Person or Persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements, in each case pursuant to this clause
(ii) that are in customary form.  Each
holder of Registrable Securities agrees not to effect any public sale or
distribution of any Registrable Securities or other equity securities of the
Company, or any securities convertible into or exchangeable or exercisable for
any of the Company’s equity securities, (x) during the seven days prior to and
the 90 days after the effectiveness of any underwritten public offering, except
as part of such underwritten public offering or if otherwise permitted by the
Company, and (y) during the 90 days after the Effective Time.  Each of the Aldabra Shareholders agrees that
the restrictions on transfer in this Section 8 are in addition to, and
not in lieu of, any other restrictions on transfer that such Aldabra
Shareholder may have agreed to with respect to its shares of Common Stock and
warrants exercisable for shares of Common Stock.


9.             Management Equity Arrangements; Subscription
Agreement.  Each Other Investor that
is party to the Management Equity Agreement, the Company (as successor by
merger to GLDD) and MDCP hereby agree that, effective as of the Effective Time,
by its execution and delivery hereof, the Management Equity Agreement is hereby
amended and restated in the form set forth as Exhibit A attached hereto.  Each of the Company (as successor by merger
to GLDD), MDP and each Other Investor party thereto agree that, effective as of
the Effective Time, the Subscription Agreement and the Registration Rights
Agreement are terminated in their entirety.


10.           Transfer of Restricted Securities.


(a)           General
Provisions.  In addition to any other
restrictions on transfer to which such shares may be subject, Restricted
Securities are transferable only pursuant to (i) Public Offerings
registered under the Securities Act, (ii) Rule 144 or Rule 144A of the
Securities and Exchange Commission (or any similar rule or rules then in force)
if such rule is available and (iii) subject to the conditions specified in
Section 10(b) below, any other legally available means of transfer.


(b)           Opinion Delivery.  In connection with the transfer of any
Restricted Securities (other than a transfer described in Section 10(a)(i)
or (ii) above), upon the request of 



 16
 






 



the Company,
the holder thereof shall deliver written notice to the Company describing in
reasonable detail the transfer or proposed transfer, together with an opinion
of Kirkland & Ellis LLP or other counsel which (to the Company’s
reasonable satisfaction) is knowledgeable in securities law matters to the
effect that such transfer of Restricted Securities may be effected without
registration of such Restricted Securities under the Securities Act.  In addition, if the holder of the Restricted
Securities delivers to the Company an opinion of Kirkland & Ellis LLP
or such other counsel that no subsequent transfer of such Restricted Securities
shall require registration under the Securities Act, the Company shall promptly
upon such contemplated transfer deliver new certificates for such Restricted
Securities which do not bear the Securities Act legend set forth in Section
10(c).  If the Company is not
required to deliver new certificates for such Restricted Securities not bearing
such legend, the holder thereof shall not transfer the same until the prospective
transferee has confirmed to the Company in writing its agreement to be bound by
the conditions contained in this Section 10.


(c)           Legend.  Each certificate or instrument representing
Restricted Securities shall be imprinted with a legend in substantially the
following form:


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT
BETWEEN THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF DECEMBER 20, 2006,
AS AMENDED AND MODIFIED FROM TIME TO TIME. 
A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


(d)           Legend Removal.  If any Restricted Securities become eligible
for sale pursuant to Rule 144(k), the Company shall, upon the request of the
holder of such Restricted Securities, remove the legend set forth in Section
10(c) from the certificates for such Restricted Securities.


11.           Appointment of Representative.  Each Other Investor that held shares of
capital stock of GLDD (each, a “GLDD Investor”) hereby acknowledges and
agrees to the appointment of the Company Representative (and its successors
designated in accordance with the Merger Agreement) as such GLDD Investor’s
representative and attorney-in-fact to act on behalf of such GLDD Investor
(whether in its capacity as a holder of Company Capital Stock or otherwise) in
accordance with the Merger Agreement, and further acknowledges and agrees to
all of the terms of the Merger Agreement. 
Without limiting the generality of the foregoing, the Company
Representative, in such capacity, shall have such powers and authority as are
necessary or appropriate to carry out the functions assigned to it under the
Merger Agreement and any other document delivered in connection therewith.  The Company, the Buyer, and the Escrow Agent
shall be entitled to rely on the actions taken by the Company Representative 



 17
 






 



without independent inquiry into the capacity of the
Company Representative so to act.  All
actions, notices, communications and determinations by the Company
Representative to carry out such functions shall conclusively be deemed to have
been authorized by, and shall be binding upon, such GLDD Investor.  Furthermore, as provided in the Merger
Agreement, neither the Company Representative nor any of its officers,
directors, employees, agents or representatives shall have any liability to
such GLDD Investor with respect to actions taken or omitted to be taken by the
Company Representative in such capacity (or any of its officers, directors,
employees, agents or representatives in connection therewith), except with
respect to the Company Representative’s gross negligence or willful misconduct,
and the Company Representative (for itself and its officers, directors,
employees, agents and representatives) shall be entitled to full reimbursement
for all reasonable expenses, disbursements and advances (including fees and
disbursements of its counsel, experts and other agents and consultants)
incurred by the Company Representative in such capacity (or any of its
officers, directors, employees, agents or representatives in connection
therewith), and to full indemnification against any loss, liability or expenses
arising out of actions taken or omitted to be taken in its capacity as the
Company Representative (except for those arising out of the Company
Representative’s gross negligence or willful misconduct), including the costs
and expenses of investigation and defense of claims, by the holders of Company
Capital Stock.  The GLDD Investor hereby
reaffirms, approves, accepts and adopts, and hereby agrees to comply with and
perform, all of the acknowledgements and agreements made by the Company
Representative on behalf of the holders of Company Capital Stock in the Merger
Agreement and the other documents delivered in connection therewith.


12.           Definitions.  The following terms will have the meanings
set forth below:


“Aldabra Registrable Securities” means (i) any
shares of Common Stock held by any Aldabra Shareholder on the date hereof, (ii)
any Common Stock issued or issuable with respect to the securities referred to
in clause (i) by way of a stock dividend or stock split or stock conversion or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization, (iii) any other shares of Common Stock
of the Company acquired by any Aldabra Shareholder and (iv) any shares of
Common Stock issued upon exercise of any warrants outstanding on the date
hereof held by any Aldabra Shareholder exercisable for shares of Common Stock.


“Applicable Number” means such number of
directors of the Company which, as a percentage of all directors of the
Company, when rounded up most closely approximates the percentage of voting
power represented by the shares of capital stock of the Company held by MDCP.


“Board” means the Company’s Board of Directors.


“Common Stock” means the Company’s Common
Stock, par value $0.0001 per share.


“Expiration Date” means the first date that the
aggregate voting power of capital stock of the Company owned by MDCP and its
Affiliates represents less than 5% of the voting power of all capital stock of
the Company.



 18
 






 



“MDCP Registrable Securities” means (i) any
shares of Common Stock originally issued to MDCP pursuant to the Merger or the
Holdco Merger, (ii) any Common Stock issued or issuable with respect to the
securities referred to in clause (i) by way of a stock dividend or stock split
or stock conversion or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization and (iii) any
other Common Stock of the Company acquired by MDCP.  As to any particular MDCP Registrable
Securities, such securities shall cease to be MDCP Registrable Securities when
they have been distributed to the public pursuant to an offering registered
under the Securities Act or sold to the public through a broker, dealer or
market maker in compliance with Rule 144 under the Securities Act (or any
similar rule then in force) or a sale to the public pursuant to Rule
144(k).  For purposes of this Agreement,
a Person shall be deemed to be a holder of MDCP Registrable Securities whenever
such Person has the right to acquire such MDCP Registrable Securities (upon conversion
or exercise in connection with a transfer of securities or otherwise, but
disregarding any restrictions or limitations upon the exercise of such right),
whether or not such acquisition has actually been effected.


“Other Investor Registrable Securities” means
(i) any shares of Common Stock originally issued to an Other Investor pursuant
to the Merger or the Holdco Merger, (ii) any Common Stock issued or issuable
with respect to the securities referred to in clause (i) by way of a stock
dividend or stock split or stock conversion or in connection with a combination
of shares, recapitalization, merger, consolidation or other reorganization and
(iii) any other Common Stock of the Company acquired by the Other Investors.  As to any particular Other Investor
Registrable Securities, such securities shall cease to be Other Investor
Registrable Securities when they have been distributed to the public pursuant
to an offering registered under the Securities Act or sold to the public
through a broker, dealer or market maker in compliance with Rule 144 under the
Securities Act (or any similar rule then in force) or a sale to the public
pursuant to Rule 144(k).  For purposes of
this Agreement, a Person shall be deemed to be a holder of Other Investor
Registrable Securities whenever such Person has the right to acquire such Other
Investor Registrable Securities (upon conversion or exercise in connection with
a transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.


“Person” means an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision thereof.


“Public Offering” means the sale in an
underwritten public offering registered under the Securities Act of shares of
the Common Stock.


“Public Sale” means any sale pursuant to a
registered public offering under the 1933 Act or any sale to the public
pursuant to Rule 144 (or similar rule then in effect) promulgated under
the 1933 Act effected through a broker, dealer or market maker.


“Registrable Securities” means, collectively,
MDCP Registrable Securities, Aldabra Registrable Securities and Other Investor
Registrable Securities.



 19
 






 



“Restricted Securities” means (i) the
Common Stock, and (ii) any securities issued with respect to the
securities referred to in clause (i) above by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization and any warrants exercisable for Common
Stock outstanding on the date hereof that are not freely tradable under
applicable law and regulation.  As to any
particular Restricted Securities, such securities shall cease to be Restricted
Securities when they have (a) been effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them, or (b) been distributed to the public through a broker,
dealer or market maker pursuant to Rule 144 (or any similar provision then in
force) under the Securities Act or become eligible for sale pursuant to Rule 144(k)
(or any similar provision then in force) under the Securities Act.  Whenever any particular securities cease to
be Restricted Securities, the holder thereof shall be entitled to receive from
the Company, without expense, new securities of like tenor not bearing a
Securities Act legend of the character set forth in this Agreement.


“Revised Pro Rata Share” means a fraction, (x)
the numerator of which equals the difference between (i) the product of (a) the
percentage of Registrable Securities owned by such holder (as a percentage of
all Registrable Securities then outstanding) immediately prior to the Prior
Registration multiplied by (b) the sum of (A) the aggregate number of
Registrable Securities included in the Prior Registration plus (B) the
aggregate number of Registrable Securities to be included in the Piggyback
Registration in question minus (ii) the aggregate number of Registrable
Securities sold by such holder in the Prior Registration and (y) the
denominator of which is the number of Registrable Securities to be included in
such Piggyback Registration.


“Securities Act” means the Securities Act of
1933, as amended from time to time.


“Subsidiary” means, with respect to any Person,
any corporation, limited liability company, partnership, association or other
business entity of which (i) if a corporation, a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof, or (ii) if a limited liability company, partnership, association
or other business entity, a majority of the partnership or other similar
ownership interest thereof is at the time owned or controlled, directly or
indirectly, by any Person or one or more Subsidiaries of that Person or a
combination thereof.  For purposes
hereof, a Person or Persons shall be deemed to have a majority ownership
interest in a limited liability company, partnership, association or other
business entity if such Person or Persons shall be allocated a majority of
limited liability company, partnership, association or other business entity
gains or losses or shall be or control any managing director or general partner
of such limited liability company, partnership, association or other business
entity; provided that Amboy Aggregates shall not be considered a
Subsidiary for any purpose hereof.


13.           Miscellaneous.


(a)           Selection of
Investment Bankers.  Subject to the
terms of Section 3(e), the selection of investment banker(s) and manager(s) for
any public offering or private sale of 



 20
 






 



Registrable
Securities by holders of the Registrable Securities shall be made by the
holders of a majority of  the Registrable
Securities included in such offering or sale.


(b)           No Inconsistent
Agreements.  The Company shall not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.  The
parties hereto agree that that certain Registration Rights Agreement, dated as
of December 22, 2003, by and among the Company and certain of its stockholders
is hereby terminated in its entirety.


(c)           Remedies.  Any Person having rights under any provision
of this Agreement shall be entitled to enforce such rights specifically to
recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.  The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that any party may in its sole discretion apply to any court
of law or equity of competent jurisdiction (without posting any bond or other
security) for specific performance and for other injunctive relief in order to
enforce or prevent violation of the provisions of this Agreement.


(d)           Amendments and
Waivers.  Except as otherwise
provided herein, the provisions of this Agreement may be amended or waived only
upon the prior written consent of the Company and holders of a majority of MDCP
Registrable Securities; provided that if any such amendment or waiver
would adversely affect in any material manner the rights of any holders of
Registrable Securities relative to other holders of Registrable Securities
similarly situated with respect to such rights under this Agreement, such
amendment or waiver must be approved in writing by the holders of a majority of
such Registrable Securities so adversely affected.


(e)           Successors and
Assigns.  All covenants and
agreements in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not. 
In addition, whether or not any express assignment has been made, the
provisions of this Agreement which are for the benefit of purchasers or holders
of Registrable Securities are also for the benefit of, and enforceable by, any
subsequent holder of Registrable Securities. 
Each party (including the Company) acknowledges and agrees that promptly
after the Closing contemplated by the Merger, it is contemplated that the
Company will merge with and into a second-tier subsidiary of the Company (“Holdco
Merger Sub”) through the Holdco Merger (as defined in the Merger Agreement),
with the effect that the Company will be a wholly-owned subsidiary of Holdco
and thereafter the Post-Closing Mergers will take place with the effect that
(i) Great Lakes Dredge & Dock Corporation will merge with and into the
surviving company of the Merger, (ii) the surviving corporation of the merger
referred to in clause (i) will merge with and into the surviving corporation of
the Holdco Merger, and (iii) the surviving corporation referred to in clause
(ii) will merge with and into Holdco. 
Each party acknowledges and agrees that effective as of immediately
prior to the consummation of the Holdco Merger, without further action on the
part of any party hereto, the Company does hereby assign to Holdco, and Holdco
does assume, all rights and obligations of the Company hereunder and from and
after the effectiveness of such assignment Holdco shall be “the Company” for all
purposes of this Agreement and all rights and obligations of the parties hereto
shall automatically survive the Merger, the Holdco Merger and 



 21
 






 



the
Post-Closing Mergers.  Each of
MDCP and each Other Investor party hereto as of the date of this Agreement
irrevocably agree, after review of the information statement circulated by GLDD
in connection with the Merger, that he, she or it is irrevocably waiving all
appraisal rights arising under Delaware law that he, she or it may have from
the Merger and the Holdco Merger.


(f)            Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.


(g)           Counterparts.  This Agreement may be executed simultaneously
in two or more counterparts (including by facsimile or electronic
transmission), any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and
the same Agreement.


(h)           Descriptive
Headings.  The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a
part of this Agreement.


(i)            Governing Law.  All issues and questions concerning the
construction, validity, interpretation and enforcement of this Agreement and
the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to
any choice of law or conflict of law rules or provisions (whether of the State
of Delaware or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Delaware.


(j)            Notices.  All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid) or mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid.  Such notices, demands and other
communications shall be sent to the Company, MDCP and each Other Investor at
the address indicated on the signature pages hereto or to such other address or
to the attention of such other person as the recipient party has specified by
prior written notice to the sending party.


(k)           Third-Party
Beneficiaries.  Each Person asked to
rely on any covenants or agreements of the Company Representative shall be
entitled to rely on the covenants and agreements of the GLDD Investors set
forth in Section 11 of this Agreement.


*     *    
*     *    *



 22
 






 



IN
WITNESS WHEREOF, the parties have executed this Investor Rights Agreement as of
the date first written above.


	
  

  	
  ALDABRA ACQUISITIONS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason G. Weiss

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  c/o Terrapin Partners LLP

  
	
   

  	
  540 Madison Avenue

  
	
   

  	
  New York, New York 10022

  
	
   

  	
  Attention: 
  Chief Executive Officer

  



 



 23
 






 



 


	
  

  	
  GREAT LAKES DREDGE & DOCK HOLDINGS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason G. Weiss

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  2122 York Road

  
	
   

  	
  Oak Brook, IL 60523

  
	
   

  	
  Attention: 
  Chief Executive Officer

  
	
   

  	
                    Chief
  Financial Officer

  



 



 24
 






 



 


	
  

  	
  MADISON DEARBORN CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn Partners IV, L.P.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn Partners, L.L.C.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas S. Souleles

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Member

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  c/o Madison Dearborn Partners, LLC

  
	
   

  	
  Three First National Plaza

  
	
   

  	
  70 W. Madison, Suite 3800

  
	
   

  	
  Chicago, IL 60602

  
	
   

  	
  Attention: 
  Samuel M. Mencoff

  
	
   

  	
                    Thomas
  S. Souleles

  



 



 25