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
director 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 9 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 of a plan of dissolution and distribution 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 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 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 for any distribution of the
Trust Account received by the undersigned in respect of such
person’s Pre-IPO Shares.
3. 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 initial stockholders unless the
Company obtains an opinion from an independent investment banking
firm that the business combination is fair to the Company’s
stockholders from a financial point of view.
4. Neither the
undersigned, any member of the Immediate Family of the undersigned,
nor any affiliate (“Affiliate”) of the undersigned will
be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the
consummation of the Business Combination, provided that commencing
on the Effective Date, LMS Nihul (“Related Party”),
shall be allowed to charge the Company $10,000 per month,
representing an allocable share of Related Party’s overhead,
to compensate it for the Company’s use of Related
Party’s offices, utilities and personnel. The undersigned
shall also be entitled to reimbursement from the Company for its
reasonable out-of-pocket expenses incurred in connection with the
organization of the Company, the IPO, and certain activities on
behalf of the Company, such as identifying and investigating
possible targets for our initial Business Combination.
5. Neither the
undersigned, any member of the Immediate Family of the undersigned,
nor 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 the Immediate Family of the
undersigned or any Affiliate of the undersigned originates a
Business
