As of December 23, 2004


Aldabra Acquisition Corporation
Rockefeller Center
620 Fifth Avenue
3rd Floor
New York, New York 10020

Morgan Joseph & Co. Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020

     Re:  Initial Public Offering
          -----------------------

Gentlemen:

         The undersigned stockholder, officer and director of Aldabra
Acquisition Corporation ("Company"), in consideration of Morgan Joseph & Co.
Inc. ("Morgan Joseph") entering into a letter of intent ("Letter of Intent") 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 11 hereof):

         1. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares 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 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will 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 (as
defined in the Letter of Intent) as a result of such liquidation with respect to
his Insider Shares ("Claim") and hereby waives any Claim the undersigned may
have in the future as a result of, or arising out of, any



Aldabra Acquisition Corporation
Morgan Joseph & Co. Inc.
As of December 23, 2004
Page 2


contracts or agreements with the Company and will not seek recourse against the
Trust Fund for any reason whatsoever. The undersigned agrees to indemnify and
hold harmless the Company against any and all loss, liability, claims, damage
and expense whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or defending
against any litigation, whether pending or threatened, or any claim whatsoever)
which the Company may become subject as a result of any claim by any vendor that
is owed money by the Company for services rendered or products sold but only to
the extent necessary to ensure that such loss, liability, claim, damage or
expense does not reduce the amount in the Trust Fund (as defined in the Letter
of Intent).

         3. In order to minimize potential conflicts of interest which may arise
from multiple affiliations, the undersigned agrees to present to the Company for
its consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary obligations the
undersigned might have.

         4. 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 Morgan Joseph that
the business combination is fair to the Company's stockholders from a financial
perspective.

         5. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the Company prior
to the consummation of the Business Combination; provided that commencing on the
Effective Date, Terrapin Partners LLC ("Related Party"), shall be allowed to
charge the Company an allocable share of Related Party's overhead, $7,500 per
month, to compensate it for certain administrative, technology and secretarial
services, as well as the use of certain limited office space, including a
conference room, in New York City that it will provide to the Company. Related
Party and the undersigned shall also be entitled to reimbursement from the
Company for their out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination.

         6. Neither the undersigned, any member of the family of the
undersigned, or 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



Aldabra Acquisition Corporation
Morgan Joseph & Co. Inc.
As of December 23, 2004
Page 3


the family of the undersigned or any Affiliate of the undersigned originates a
Business Combination.

         7. The undersigned will escrow his Insider Shares for the three year
period commencing on the Effective Date 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.

         8. The undersigned agrees to be the Chairman of the Board of the
Company 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 Morgan Joseph 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 Section 401 of Regulation S-K,
promulgated under the Securities Act of 1933. The undersigned's Questionnaire
furnished to the Company and Morgan Joseph 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 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.

         9. 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 Chairman of the Board of the Company.

         10. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to Morgan Joseph and its legal
representatives or agents (including any investigative search firm retained by
Morgan Joseph) any information they may have about the undersigned's background
and finances



Aldabra Acquisition Corporation
Morgan Joseph & Co. Inc.
As of December 23, 2004
Page 4


("Information"), purely for the purposes of the Company's IPO (and shall
thereafter hold such information confidential). Neither Morgan Joseph 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.

         11. 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 selected by the Company;
(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 owned by an Insider prior to the IPO;
and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the
Company's IPO.

                                                 Nathan Leight
                                                 -------------
                                                 Print Name of Insider


                                                 /s/ Nathan Leight
                                                 -----------------
                                                 Signature




EXHIBIT A

         NATHAN LEIGHT has been our chairman of the board since our inception.
Mr. Leight is the co-founder and a managing member of Terrapin Partners LLC
(including its affiliates) and a co-founder and a managing member and the chief
investment officer of Terrapin Asset Management, LLC (including its affiliates).
Terrapin Partners, established in August 1998, is a private investment
management firm focusing on private equity investing. Terrapin Asset Management,
established in January 2001, focuses on the management of multi-manager hedge
fund portfolios, and as of December 1, 2004, managed, or provided sub-advisory
services for, over $200 million of assets. From September 1998 to March 1999,
Mr. Leight served as the interim chief executive officer of e-STEEL LLC, an
industry-specific business-to-business software enterprise, and from January
2000 to May 2002, he served as interim chief executive officer of VastVideo,
Inc., a provider of special interest video content and related technology to web
sites and interactive television operators. Both e-STEEL and VastVideo were
Terrapin portfolio companies. From February 1995 to August 1998, Mr. Leight was
employed by Gabriel Capital LP, a hedge fund with assets exceeding $1 billion
specializing in investing in bankruptcies, under-valued securities, emerging
markets, and merger arbitrage, and from February 1995 to August 1997 he served
as its chief investment officer. From December 1991 to February 1995, Mr. Leight
served as the managing director of Dillon Read & Co., a private investment firm,
where he oversaw the firm's proprietary trading department which invested
primarily in risk arbitrage and bankruptcy/distressed companies. Mr. Leight
received a B.A. from Harvard College (cum laude). Mr. Leight is the cousin of
Jonathan W. Berger.