3,125,000 Units PINPOINT ADVANCE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2006 • Pinpoint Advance CORP • New York
The undersigned, Pinpoint Advance Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Pinpoint Advance CORP • October 20th, 2006 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY PINPOINT ADVANCE CORP. ("COMPANY") OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET OR STOCK ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) AND (II) ______________, 2007. THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME, _____________, 2011.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 20th, 2006 • Pinpoint Advance CORP • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of ________, 2006, by and among Pinpoint Advance Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • October 20th, 2006 • Pinpoint Advance CORP • New York
This Warrant Agreement (this “Agreement”) made as of _____, 2006, by and between Pinpoint Advance Corp., a Delaware corporation, with offices at 4 Maskit Street
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2006 • Pinpoint Advance CORP • Delaware
This Agreement is made as of October __, 2006 by and between Pinpoint Advance Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 20th, 2006 • Pinpoint Advance CORP • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this __ day of ____, 2006 for the benefit of Pinpoint Advance Corp., a Delaware corporation (the “Company”), having its principal place of business at 4 Maskit Street, Herzeliya, Israel 46700 by the person or entity listed on the signature page hereto under the heading “Subscriber” (the “Subscriber”).
FORM OF STOCK ESCROW AGREEMENTForm of Stock Escrow Agreement • October 20th, 2006 • Pinpoint Advance CORP • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2006 (the “Agreement”) by and among Pinpoint Advance Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
October 18, 2006 New Pole Ltd.Pinpoint Advance CORP • October 20th, 2006
