REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2006 • Advanced Technology Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”) is entered into as of the ____ day of __________, 2006, by and among Advanced Technology Acquisition Corp., a Delaware corporation (the “COMPANY”) and the undersigned parties listed under Investor on the signature page hereto (each, an “INVESTOR” and collectively, the “INVESTORS”).
WARRANT AGREEMENTWarrant Agreement • October 6th, 2006 • Advanced Technology Acquisition Corp. • New York
Agreement made as of _____________, 2006 between Advanced Technology Acquisition Corp., a Delaware corporation, with offices at 14 A Achimeir Street, Ramat Gan 52587, Israel (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, NY 10004 (“Warrant Agent”).
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,...Advanced Technology Acquisition Corp. • March 21st, 2007 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (A) _____________, 2008, AND (B) THE CONSUMMATION BY ADVANCED TECHNOLOGY ACQUISITION CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M EASTERN TIME, _____________, 2012.
ADVANCED TECHNOLOGY ACQUISITION CORP. 18,750,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2007 • Advanced Technology Acquisition Corp. • Blank checks • New York
The undersigned, Advanced Technology Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with CRT Capital Group LLC (being referred to herein variously as “you,” “CRT” or the “Representative”) and with the other underwriters named in Schedule I hereto for which you are acting as Representative (the Representative and the other Underwriters being collectively referred to as the “Underwriters,” or individually, an “Underwriter”) as follows:
ADVANCED TECHNOLOGY ACQUISITION CORP. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2006 • Advanced Technology Acquisition Corp. • New York
The undersigned, Advanced Technology Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with CRT Capital Group LLC (being referred to herein variously as “you,” “CRT” or the “Underwriter”) as follows:
December 19, 2008 Bioness Inc. Re: Bioness Inc. and Advanced Technology Acquisition Corp. Ladies and Gentlemen: This letter agreement (this “Agreement”) shall be effective and irrevocable once executed by you.Letter Agreement • December 22nd, 2008 • Advanced Technology Acquisition Corp. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2006 • Advanced Technology Acquisition Corp. • Delaware
This Agreement is made as of _____________, 2006 by and between Advanced Technology Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FORM OF PLEDGE AND ESCROW AGREEMENTForm of Pledge and Escrow Agreement • June 14th, 2007 • Advanced Technology Acquisition Corp. • Blank checks • New York
THIS PLEDGE AND ESCROW AGREEMENT (as amended or otherwise modified from time to time, this “Agreement”) is dated as of [·], 2007 by and between [PLEDGOR] (herein, the “Pledgor”), [LENDER] (the “Lender”) and ___________, as escrow agent (the “Escrow Agent”)..
SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2006 • Advanced Technology Acquisition Corp.
The undersigned, [___________], hereby subscribes for and agrees to purchase [___________] warrants (“Founder Warrants”), each to purchase one share of common stock, of Advanced Technology Acquisition Corp. (the “Corporation”), at $1.00 per Insider Warrant for an aggregate purchase price of [___________] (the “Purchase Price”). The purchase and issuance of the Founder Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). The Founder Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 6th, 2006 • Advanced Technology Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of _________, 2006 (“Agreement”), by and among ADVANCED TECHNOLOGY ACQUISITION CORP., a Delaware corporation (“Company”), [__________] and [__________] (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a [__________] corporation (“Escrow Agent”).
Form of Letter Agreement]Letter Agreement • March 21st, 2007 • Advanced Technology Acquisition Corp. • Blank checks
FORM OF PROMISSORY NOTEAdvanced Technology Acquisition Corp. • May 8th, 2007 • Blank checks
____________________________ ("Maker") promises to pay to the order of [CRT Capital Group LLC and/or I-Bankers Securities, Inc.] (the "Payee") the principal sum of ________________________ ($_____________) in lawful money of the United States of America, on the terms and conditions described below. Terms used but not defined herein shall have the meanings set forth in the Registration Statement on Form S-1 filed in connection with the Company’s initial public offering declared effective by the Securities and Exchange Commission (the “Registration Statement”).
Ramat Gan, IsraelRamat Gan, Israel • October 6th, 2006 • Advanced Technology Acquisition Corp.
Advanced Technology Acquisition Corp. ("Maker") promises to pay to the order of [___________] ("Payee") the principal sum of [ ] Thousand Dollars and No Cents ($[_________]) in lawful money of the United States of America, on the terms and conditions described below.
SELECTED DEALER AGREEMENTSelected Dealer Agreement • June 14th, 2007 • Advanced Technology Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 22nd, 2007 • Advanced Technology Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of June 22, 2007 (“Agreement”), by and among ADVANCED TECHNOLOGY ACQUISITION CORP., a Delaware corporation (“Company”), M.O.T.A. HOLDINGS LTD., FSGL HOLDINGS LTD, OLEV HOLDINGS LTD, IDO BAHBUT, AVIGDOR KAPLAN, ELISHA YANAY, SHREM, FUDIM, KELNER-TECHNOLOGIES LTD., SHREM, FUDIM, KELNER & CO. LTD. and JOSEF NEUHAUS (collectively “Initial Stockholders”), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”) and CRT CAPITAL GROUP LLC (“CRT”) (solely with respect to the Escrow Period, as defined in paragraph 3).
FORM OF PROMISSORY NOTEAdvanced Technology Acquisition Corp. • June 14th, 2007 • Blank checks • New York
____________________________ (“Maker”) promises to pay to the order of [CRT Capital Group LLC and/or I-Bankers Securities, Inc.] (the “Payee”) the principal sum of ________________________ ($_____________) in lawful money of the United States of America, on the terms and conditions described below. Terms used but not defined herein shall have the meanings set forth in the Registration Statement on Form S-1 filed in connection with the Company’s initial public offering declared effective by the Securities and Exchange Commission (the “Registration Statement”).
ADVANCED TECHNOLOGY ACQUISITION CORP.Advanced Technology Acquisition Corp. • October 6th, 2006
