Form of Letter Agreement]
Exhibit
10.22
[Form
of Letter Agreement]
______________,
2007
14
A
Achimeir Street
Ramat
Gan
52587 Israel
CRT
Capital Group LLC
000
Xxxxxx Xxxxx
Xxxxxxxx,
Xxxxxxxxxxx 00000
I-Bankers
Securities, Inc.
000
X.
Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx,
Xxxxx 00000
Re:
Initial Public Offering
Gentlemen:
This
letter agreement is being delivered to you in accordance with the Underwriting
Agreement (the “Underwriting Agreement”) entered into by and among Advanced
Technology Acquisition Corp., a Delaware corporation (the “Company”), CRT
Capital Group LLC (“CRT”), and I-Bankers Securities, Inc. (“I-Bankers,” and
together with CRT, the “Underwriters”), relating to an underwritten initial
public offering (the “IPO”) of the Company’s units (the “Units”), each comprised
of one share of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”), and one warrant exercisable for one share of Common Stock (a
“Warrant”).
In
order
to induce the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the IPO, and in recognition of the benefit that
such IPO will confer upon the undersigned as a stockholder of the Company,
and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby agrees with the Company and
the
Underwriters as follows.
The
undersigned hereby agrees that, on a date that is within the five-day period
following the date that is 45 days after the date of the Underwriting Agreement
or, if earlier, the date the Underwriters terminate their Over-allotment Option
(as defined in the Underwriting Agreement) pursuant to the terms of the
Underwriting Agreement, the undersigned will forfeit to the Company, and the
Company shall accept from the undersigned, at no cost, the number of shares
of
Common Stock determined by multiplying (A) a fraction, (x) the numerator of
which is the number of Insider Shares held by the undersigned, and (y) the
denominator of which is the number of Insider Shares held by all Insiders,
by
(B) 6,250,000 minus the product of (x) the sum of (i) the number of Units sold
in the IPO and (ii) the number of Units, if any, sold in the IPO pursuant to
the
exercise by the Underwriters of their Over-allotment Option, and (y) 0.25,
provided, however, that if this is a negative number, then no shares shall
be
forfeited.
Furthermore,
the undersigned hereby agrees that the aggregate number of shares to be
forfeited by all Initial Stockholders (as such term is defined in the
Registration Statement relating to the Company’s initial public offering) will
be equal to the number of shares resulting from the calculation in (B) above.
In
the event that one or more of the Initial Stockholders do not sign this Letter
Agreement, the aggregate number of shares to be forfeited by all Initial
Stockholders who do sign this Letter Agreement will be equal to the number
of
shares resulting from the calculation in (B) above.
[REMAINDER
OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS]
IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
as
of the day and year first above written.
itle:
Chairman and Chief Executive Officer
By: ____________________________________
Name:
Title:
CRT
CAPITAL GROUP LLC
itle:
Chairman and Chief Executive Officer
By: ____________________________________
Name:
Title:
I-BANKERS
SECURITIES, INC.
itle:
Chairman and Chief Executive Officer
By: ____________________________________
Name:
Title:
[INSIDER
STOCKHOLDER]
By: ____________________________________
Name:
Title:
