INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of _____________, 2006 by and between Advanced Technology
Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (“Trustee”).
WHEREAS,
the Company’s registration statement on Form S-1, No. 333-_______
(“Registration Statement”), for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by
the Securities and Exchange Commission (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Registration
Statement); and
WHEREAS,
CRT Capital Group LLC. (“CRT”) is acting as the underwriter in the IPO;
and
WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s
Certificate of Incorporation, $189,000,000 of the net proceeds of the IPO (or
$217,500,000 if the underwriter’s over-allotment option is exercised in full)
including $4,000,000 (or $4,600,000, if CRT’s over-allotment option is exercised
in full) of the proceeds of the IPO, representing deferred underwriting
discounts and commissions (the “Deferred Discount”) which CRT has agreed to
deposit in the Trust Account (as defined below) and an additional $2,000,000
from the sale of the Insider Warrants (as defined in the Registration Statement)
totaling $191,000,000 (or $219,500,000 if the underwriter’s over-allotment
option is exercised in full) will be delivered to the Trustee to be deposited
and held in a trust account for the benefit of the Company and the holders
of
the Company’s common stock, par value $.0001 per share, issued in the IPO as
hereinafter provided and in the event the Units are registered in Colorado,
pursuant to Section 11-51-302(6) of the Colorado Revised Statutes. A copy of
the
Colorado Statute is attached hereto and made a part hereof (the amount to be
delivered to the Trustee will be referred to herein as the “Property”; the
stockholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public Stockholders,” and the Public Stockholders and the
Company will be referred to together as the “Beneficiaries”); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the
Property.
IT
IS
AGREED:
1.
Agreements
and Covenants of Trustee.
The
Trustee hereby agrees and covenants to:
(a)
Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
in a segregated trust account (“Trust Account”) established by the
Trustee;
(b)
Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c)
In
a
timely manner, upon the instruction of the Company, to invest and reinvest
the
Property in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
or
less or in any open ended investment company selected by the Company registered
under the 1940 Act that holds itself out as a money market fund meeting the
conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated
under the 1940 Act;
(d)
Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,” as such term is used herein;
(e)
Notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;
(f)
Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of its returns;
(g)
Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do
so;
(h)
Render
to
the Company and to CRT, and to such other person as the Company may instruct,
monthly written statements of the activities of and amounts in the Trust Account
reflecting all receipts and disbursements of the Trust Account; and
(i)
Commence
liquidation of the Trust Account only after and promptly after receipt of,
and
only in accordance with, the terms of a letter (“Termination Letter”), in a
form substantially similar to that attached hereto as either Exhibit A or
Exhibit B hereto, signed on behalf of the Company by its Chairman of the
Board or Vice President and Secretary or Assistant Secretary and affirmed by
counsel for the Company, and complete the liquidation of the Trust Account
and
distribute the Property in the Trust Account (which disbursement shall include,
in the event of a Business Combination, payment of the Deferred Discount to
CRT)
only as directed in the Termination Letter and the other documents referred
to
therein; provided,
however,
that in
the event that a Termination Letter has not been received by the Trustee by
the
18-month anniversary of the closing (“Closing”) of the IPO (“First Date”), or
the 24-month anniversary of the Closing (“Last Date”) in the event that a letter
of intent, agreement in principle or definitive agreement for a Business
Combination has been executed on or prior to the First Date but the Business
Combination has not been consummated by the First Date, the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto to the stockholders of record on the Last
Date. In all cases, the Trustee shall provide CRT with a copy of any Termination
Letters and/or any other correspondence that it receives with respect to any
proposed withdrawal from the Trust Account promptly after it receives
same.
2.
Limited
Distributions of Interest from Trust Account.
(a)
Upon
written request from the Company, which may be given from time to time in a
form substantially similar to that attached hereto as Exhibit C, the
Trustee shall distribute to the Company the amount requested by the Company
to
cover any tax obligations owed by the Company.
(b) Upon
written request from the Company, which will be given monthly in a
form substantially similar to that attached hereto as Exhibit D, the
Trustee shall distribute to the Company an amount equal to one half of the
interest earned on the Property, net of taxes payable on such interest, through
the last day of the month immediately preceding the date of receipt of the
Company’s request to fund working capital requirements. The first such
distribution shall be for the month ending on
[ ],
2006, with the Company’s request made after such date.
(c) The
limited distributions referred to in Sections 2(a) and 2(b) above
shall be made only from interest earned on the Property. Except as provided
in
Sections 2(a) and 2(b) above, no other distributions from the Trust
Account shall be permitted except in accordance with
Section 1(i) hereof.
(d) It
is
understood that the Trustee’s only responsibility under this Section 2 is
to follow the instructions of the Company.
(e) Upon
written request from the Company in the form of Exhibit C or Exhibit D, the
Trustee shall promptly, but in no event later than 5 business days after receipt
of such request, act to fulfill such request of the Company.
3. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants to:
(a)
Give
all
instructions to the Trustee hereunder in writing, signed by the Company’s
Chairman of the Board, Chief Executive Officer or Vice President. In addition,
except with respect to its duties under paragraph 1(i) above, the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it in good faith believes to be given
by
any one of the persons authorized above to give written instructions, provided
that the Company shall promptly confirm such instructions in
writing;
2
(b)
Hold
the
Trustee harmless and indemnify the Trustee from and against, any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee's
gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit
or
proceeding, pursuant to which the Trustee intends to seek indemnification under
this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided, that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company unless such settlement includes a full release
of
the Company with respect to such Indemnified Claim. The Company may participate
in such action with its own counsel;
(c) Pay
the
Trustee an initial acceptance fee, an annual fee and a transaction processing
fee for each disbursement made pursuant to 2(a) and 2(b) as set forth on
Schedule A hereto, which fees shall be subject to modification by the parties
from time to time. It is expressly understood that the Property shall not be
used to pay such fees and further agreed that said transaction processing fee
shall be deducted by the Trustee from the disbursements made to the Company
pursuant to Section 2(b). The Company shall pay the Trustee the initial
acceptance fee and first year’s fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date. The Trustee shall refund
to
the Company the fee (on a pro rata basis) with respect to any period after
the
liquidation of the Trust Account. The Company shall not be responsible for
any
other fees or charges of the Trustee except as may be provided in
paragraph 3(b) hereof (it being expressly understood that the Property
shall not be used to make any payments to the Trustee under such
paragraph);
(d)
Provide
to the Trustee any letter of intent, agreement in principle or definitive
agreement for a Business Combination that is executed on or prior to the First
Date; and
(e) In
connection with any vote of the Company’s stockholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and/or tabulating
stockholder votes (which firm may be the Trustee) verifying the vote of the
Company’s stockholders regarding such Business Combination.
4.
Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a)
Take
any
action with respect to the Property, other than as directed in paragraph 1
hereof and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced
or
guaranteed to it funds sufficient to pay any expenses incident
thereto;
(c)
Change
the investment of any Property, other than in compliance with
paragraph 1(c);
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;
(f)
The
other
parties hereto or to anyone else for any action taken or omitted by it, or
any
action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper
or
document (not only as to its due execution and the validity and effectiveness
of
its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
3
(g)
Verify
the correctness of the information set forth in the Registration Statement
or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement; and
(h)
Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 1(i), 2(a) or 2(b) above.
5.
Termination.
This
Agreement shall terminate as follows:
(a)
If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject
to
the terms of this Agreement, the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate, except with respect to Paragraph
3(b);
provided, however, that, in the event that the Company does not locate a
successor trustee within ninety days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property
deposited with the United States District Court for the Southern District of
New
York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or
(b)
At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Paragraph 3(b).
6.
Miscellaneous.
(a)
The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from
the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual at an Authorized Telephone
Number listed on the attached Exhibit E. The Company and the Trustee will
each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon account numbers or other
identifying numbers of a beneficiary, beneficiary's bank or intermediary bank,
rather than names. The Trustee shall not be liable for any loss, liability
or
expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers
provided.
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Delaware, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. It may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together
shall
constitute but one instrument.
(c)
This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. This Agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each
of
the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of CRT. As to any
claim, cross-claim or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury.
4
(d)
The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York, Borough of Manhattan, for purposes of
resolving any disputes hereunder.
(e) Any
notice, consent or request to be given in connection with any of the terms
or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxxx Xxxxxx, Chairman and President
Fax
No.:
(000) 000-0000
if
to the
Company, to:
14
A
Achimeir Street
Ramat
Gan
52587 Israel
Attn:
Chief Executive Officer
Fax
No.:
(___) ___-____
in
either
case with a copy to:
Proskauer
Rose LLP
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000-0000
Attn:
Xxxxx X. Xxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
CRT
Capital Group LLC
000
Xxxxxx Xxxxx
Xxxxxxxx,
XX 00000
Attn:
Xxxx Xxxxxxxx
Fax
No.:
(000) 000-0000
(f)
This
Agreement may not be assigned by the Trustee without the prior consent of the
Company.
(g)
Each
of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance.
(h) Each
of
the Company and the Trustee hereby acknowledge that CRT is a third party
beneficiary of this Agreement.
(i)
The
Trustee
hereby consents to the inclusion of Continental Stock Transfer & Trust
Company in the Registration Statement and other materials relating to the
IPO.
(Remainder
of page intentionally left blank. Signature page immediately
follows.)
5
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
|
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
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| By: | ||
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Name:
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| Title: | ||
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| By: | ||
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Name:
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| Title: Chief Executive Officer | ||
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx
Re: Trust
Account No. [____]- Termination Letter
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Advanced
Technology Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of __________, 2006 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement (“Business
Agreement”) with __________________ (“Target Business”) to consummate a business
combination with Target Business (“Business Combination”) on or about
[insert
date].
The
Company shall notify you at least 48 hours in advance of the actual date of
the
consummation of the Business Combination (“Consummation Date”).
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that (a) the Business Combination has been consummated and (b)
the
provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute
have
been met, and (ii) the Company shall deliver to you (a) [an
affidavit] [a certificate] of
__________________, which verifies the vote of the Company’s stockholders in
connection with the Business Combination and (b) written instructions with
respect to the transfer of the funds held in the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in
the Trust Account immediately upon your receipt of the counsel's letter and
the
Instruction Letter, in accordance with the terms of the Instruction Letter.
Notwithstanding the foregoing, upon verification of receipt by you of the
Instruction Letter, we hereby agree and acknowledge that the Property in the
Trust Account shall be distributed as follows: (1) first, to CRT by wire
transfer (or as otherwise directed by CRT) in immediately available funds,
the
aggregate amount of $4,000,000 (or up to $4,600,000, if CRT’s over-allotment
option has been exercised), plus any interest accrued thereon; and (2)
thereafter, to any other Beneficiary in accordance with the terms of the
Instruction Letter. In the event that certain deposits held in the Trust Account
may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such
funds should remain in the Trust Account and distributed after the Consummation
Date to the Company. Upon the distribution of all the funds in the Trust Account
pursuant to the terms hereof, the Trust Agreement shall be
terminated.
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement on
the
business day immediately following the Consummation Date as set forth in the
notice.
| Very truly yours, | ||
| ADVANCED TECHNOLOGY ACQUISITION CORP. | ||
| |
|
|
| By: | ||
|
[________]
, Chairman of the Board
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||
| |
|
|
| By: | ||
|
[________]
, Secretary
|
||
cc:
CRT
Capital Group LLC
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx
Re: Trust
Account No. [____]- Termination Letter
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Advanced
Technology Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of ___________, 2006 (“Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business
Combination with a Target Company within the time frame specified in the
Company’s Certificate of Incorporation, as described in the Company’s prospectus
relating to its IPO and the Board of Directors of the Company has voted to
dissolve the Company and liquidate the Trust Account.
In
accordance with the terms of the Trust Agreement, we hereby (a) certify to
you
that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
Statute have been met and (b) authorize you to commence liquidation of the
Trust
Account as promptly as practicable to the stockholders of record on the
Last Date (as defined in the Trust Agreement). You will notify the Company
in
writing as to when all of the funds in the Trust Account will be available
for
immediate transfer (“Transfer Date”) in accordance with the terms of the Trust
Agreement and the Certificate of Incorporation of the Company. You shall
commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Certificate of Incorporation of the Company and you shall
oversee the distribution of the funds. Upon the distribution of all the funds
in
the Trust Account, your obligations under the Trust Agreement shall be
terminated.
| Very truly yours, | ||
| ADVANCED TECHNOLOGY ACQUISITION CORP. | ||
| |
|
|
| By: | ||
|
[________]
, Chairman of the Board
|
||
| |
|
|
| By: | ||
|
[________]
, Secretary
|
||
cc:
CRT
Capital Group LLC
EXHIBIT
C
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxx
Re:
Trust
Account No. [ ] — Distribution of Interest Earned on Property
Gentlemen:
Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Advanced
Technology Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of _______________, 2006 (“Trust
Agreement”), this is to advise you that the Company hereby requests that you
deliver to the Company $_________ of the interest earned on the Property, net
of
taxes payable on such interest, as of the date hereof. The Company needs such
funds to pay for the tax obligations as set forth on the attached tax return
or
tax statement. In accordance with the terms of the Trust Agreement, you are
hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the Company’s operating account
at:
[WIRE
INSTRUCTION INFORMATION]
| Very truly yours, | ||
| ADVANCED TECHNOLOGY ACQUISITION CORP. | ||
| |
|
|
| By: | ||
|
Chairman
|
||
| |
|
|
| By: | ||
|
[________]
, Secretary
|
||
cc:
CRT Capital Group LLC
EXHIBIT
D
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxx
Re:
Trust
Account
No. [ ]
— Distribution of Interest on Property
Gentlemen:
Pursuant
to paragraph 2(b) of the Investment Management Trust Agreement between
Advanced Technology Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as
of _______________, 2006 (“Trust Agreement”), this is to advise you
that the Company hereby requests that you deliver to the Company $_________
of
the interest earned on the Property, net of taxes payable on such interest,
as
of the date hereof. The Company needs such funds to cover its working capital
requirements. In accordance with the terms of the Trust Agreement, you are
hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the Company’s operating account
at:
[WIRE
INSTRUCTION INFORMATION]
| Very truly yours, | ||
| ADVANCED TECHNOLOGY ACQUISITION CORP. | ||
| |
|
|
| By: | ||
|
Chairman
|
||
| |
|
|
| By: | ||
|
[________]
, Secretary
|
||
cc:
CRT
Capital Group LLC
EXHIBIT
E
|
AUTHORIZED
INDIVIDUAL(S)
FOR
TELEPHONE CALL BACK
|
AUTHORIZED
TELEPHONE
NUMBER(S)
|
|
|
|
|
Company:
Advanced
Technology Acquisition Corp.
00
X Xxxxxxxx Xxxxxx
Xxxxx
Xxx 00000 Israel
|
011-972-3-751-3707
|
|
|
|
|
Trustee:
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxxx Xxxxxx, Chairman and President
|
(000)
000-0000 , Ext. 201
|
SCHEDULE
A
Schedule
of fees pursuant to Section 3(c) of Investment Management Trust
Agreement
between
Advanced Technology Acquisition Corp. and
Continental
Stock Transfer & Trust Company
|
Fee
Item
|
Time
and method of payment
|
Amount
|
|
Initial
acceptance fee
|
Initial
closing of IPO by wire transfer
|
$1,000
|
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Annual
fee
|
First
year, initial closing of IPO by wire transfer; thereafter on the
anniversary of the effective date of the IPO by wire transfer or
check
|
$3,000
|
|
Transaction
processing fee for disbursements to Company under Sections 2(a) and
2(b)
|
Deduction
by Trustee from disbursement made to Company under Section
2(b)
|
$250
|
| Agreed: | ||
| Dated: _______________, 2006 | ||
|
|
||
| By: | ||
|
Authorized
Officer
|
||
| Continental Stock Transfer & Trust Co. | ||
| By: | ||
|
Authorized
Officer
|
||
