September 29,
2006
Advanced
Technology Acquisition Corp.
14 A Achimeir
Street
Ramat Gan 52587
Israel
CRT Capital
Group LLC
262 Harbor
Drive
Stamford,
Connecticut 06902
Re: Initial
Public Offering
Gentlemen:
The undersigned
initial stockholder of Advanced Technology Acquisition Corp.
(“Company”), in consideration of CRT Capital Group LLC
(“CRT”) 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 7 hereof):
1. If the
Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Pre-IPO Shares and IPO
Shares beneficially owned by it in accordance with the majority of
the votes cast by the non-affiliated 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 shall take all reasonable actions within such
person’s power to cause (i) the Company to dissolve and
liquidate the Trust Account to holders of IPO Shares as soon as
reasonably practicable, and after approval of the Company’s
stockholders and subject to the requirements of the Delaware
General Corporation Law (the “DGCL”), including voting
for the adoption of a resolution by the Board, prior to such
Termination Date, pursuant to Section 275(a) of the DGCL, which
shall deem the dissolution of the Corporation advisable and (b)
cause to be prepared such notices as are required by said Section
275(a) of the DGCL as promptly thereafter as possible, and (ii)
vote his shares in favor of any plan of dissolution and
distribution recommended by the Company’s board of directors.
The undersigned stockholder hereby waives any and all right, title,
interest or claim of any kind in or to any distribution of the
Trust Account and any remaining net assets of the Company as a
result of such liquidation with respect to his Pre-IPO Shares
(“Claim”) and hereby waives any Claim the undersigned
stockholder may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek
recourse against the Trust Account for any reason whatsoever. The
undersigned hereby agrees that the Company shall be entitled to a
reimbursement from the undersigned
