Ramat Gan, Israel
|
$_________
|
As
of ____________
|
Advanced
Technology Acquisition Corp. ("Maker") promises to pay to the order of
[___________] ("Payee") the principal sum of [ ] Thousand Dollars and No Cents
($[_________]) in lawful money of the United States of America, on the terms
and
conditions described below.
1. Principal.
The
principal balance of this Note shall be repayable on the earlier of (i)
___________, 2007 [one year anniversary of IPO] or (ii) the date on which Maker
consummates an initial public offering of its securities. Notwithstanding the
foregoing, repayment
of the principal balance on this Note may, in the sole discretion of Maker,
be
deferred for up to 12 months.
2. Interest.
No
interest shall accrue on the unpaid principal balance of this Note.
3. Application
of Payments.
All
payments shall be applied first to payment in full of any costs incurred in
the
collection of any sum due under this Note, including (without limitation)
reasonable attorneys' fees, then to the payment in full of any late charges
and
finally to the reduction of the unpaid principal balance of this
Note.
4. Events
of Default.
The
following shall constitute Events of Default:
a. Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note
within five (5) business days following the date when due.
b. Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment
of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part
of
its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any
of
the foregoing.
c. Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of maker in an involuntary case under
the Federal Bankruptcy Code, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property,
or
ordering the winding-up or liquidation of its affairs, and the continuance
of
any such decree or order unstayed and in effect for a period of 60 consecutive
days.
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5. Remedies.
a. Upon
the occurrence of an Event of Default specified in Section 4(a), Payee may,
by
written notice to Maker, declare this Note to be due and payable, whereupon
the
principal amount of this Note, and all other amounts payable thereunder, shall
become immediately due and payable without presentment, demand, protest or
other
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary
notwithstanding.
b. Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c),
the
unpaid principal balance of, and all other sums payable with regard to, this
Note shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee.
6. Waivers.
Maker
and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any
proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting
any
property, real or personal, or any part of the proceeds arising from any sale
of
any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time
for payment; and Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.
7. Unconditional
Liability.
Maker
hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability
of
any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to
by
Payee, and consents to any and all extensions of time, renewals, waivers, or
modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agree that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or
affecting their liability hereunder.
8. Notices.
Any
notice called for hereunder shall be deemed properly given if (i) sent by
certified mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery, (iv) sent by telefacsimile or (v) sent
by
e-mail, to the following addresses or to such other address as either party
may
designate by notice in accordance with this Section:
If
to
Maker:
00
X
Xxxxxxxx Xxxxxx
Ramat
Gan
52587 Israel
Attn.:
Chief Executive Officer
If
to
Payee:
[____________]
Attn:
[
]
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Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving
party, (ii) the date shown on a telefacsimile transmission confirmation, (iii)
the date on which an e-mail transmission was received by the receiving party's
on-line access provider, (iv) the date reflected on a signed delivery receipt,
or (v) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
9. Construction.
This Agreement shall be governed by, interpreted under, and construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed within the State of New York, without giving
effect to any choice-of-law provisions thereof that would compel the application
of the substantive laws of any other jurisdiction.
10. Severability.
Any provision contained in this Note which is prohibited or unenforceable in
any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by its _____________ on the day and year first above
written.
| ADVANCED TECHNOLOGY ACQUISITION CORP. | |||
| By: | |||
|
Name:
Title:
|
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