SELECTED DEALER AGREEMENT
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Ladies
and Gentlemen:
1. Registration
under the Securities Act of 1933, as amended (“Securities Act”), of the sale of
18,750,0001 Plus
the over-allotment option available to the Underwriters to purchase up to an
additional 2,812,500 Units.
Units
(“Units”), each Unit consisting of one share of common stock, par value $.0001
per share, of Advanced Technology Acquisition Corp., a Delaware corporation
(“Company”), and one warrant to purchase one share of common stock, as more
fully described in the preliminary prospectus, dated ____________, 2007 and
in
the final prospectus (“Prospectus”), which will be forwarded to you, will become
effective in the near future. CRT Capital Group LLC and the several underwriters
named in the Prospectus (“Underwriters”) are severally offering for sale certain
of the Shares that we have agreed to purchase from the Company for purchase
by a
selected group of dealers (“Selected Dealers”) on the terms and conditions
stated herein.
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Authorized
Public Offering Price:
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$8.00
per Unit
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Dealers’
Selling Concession:
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Not
to exceed $0.___ per Unit payable upon termination of this Agreement,
except as provided below. We reserve the right not to pay such concessions
on any of the Units purchased by any of the Selected Dealers from
us and
repurchased by us at or below the price stated above prior to such
termination.
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Reallowance:
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You
may reallow not in excess of $0.___ per Unit as a selling concession
to
dealers who are members in good standing of the National Association
of
Securities Dealers, Inc. (“NASD”) or to foreign dealers who are not
eligible for membership in the NASD and who have agreed (i) not to
sell
the Units within the United States of America, its territories or
possessions or to persons who are citizens thereof or residents therein,
and (ii) to abide by the applicable Conduct Rules of the
NASD.
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Delivery
and Payment:
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Delivery
of the Units shall be made on or about ________, 2007 or such later
date
as we may advise on not less than one day’s notice to you, at the
principal office of CRT Capital Group LLC, 000 Xxxxxx Xxxxx, Xxxxxxxx,
XX
00000, or at such other place as we shall specify on not less than
one
day’s notice to you. Payment for the Units is to be made, against
delivery, at the authorized public offering price stated above, or,
if we
shall so advise you, at the authorized public offering price less
the
dealers’ selling concession stated above, by a certified or official bank
check in New York Clearing House Funds payable to the order of CRT
Capital
Group LLC.
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Termination:
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This
Agreement shall terminate at the close of business on the 45th
day
following the effective date of the Registration Statement (of which
the
Prospectus forms a part), unless extended at our discretion for a
period
or periods not to exceed in the aggregate 30 additional days. We
may
terminate this Agreement, whether or not extended, at any time without
notice.
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2. Any
of
the Units purchased by you hereunder are to be offered by you to the public
at
the public offering prices, except as herein otherwise provided and except
that
a reallowance from such public offering prices not in excess of the amount
set
forth on the first page of this Agreement may be allowed as consideration for
services rendered in distribution to dealers that (a) are actually engaged
in
the investment banking or securities business; (b) execute the written agreement
prescribed by Rule 2740 of the NASD Conduct Rules; and (c) are either members
in
good standing of the NASD or foreign banks, dealers or institutions not eligible
for membership in the NASD that represent to you that they will promptly reoffer
such Units at the public offering price and will abide by the conditions with
respect to foreign banks, dealers and institutions set forth in paragraph 11
below.
3. You,
by
becoming a Selected Dealer, agree (a) upon effectiveness of the Registration
Statement and your receipt of the Prospectus, to take up and pay for the number
of Units allotted and confirmed to you, (b) not to use any of the Units to
reduce or cover any short position you may have, (c) upon our request, to advise
us of the number of Units purchased from us as managers of the several
Underwriters remaining unsold by you and to resell to us any or all of such
unsold Units at the public offering price stated above, less all or such part
of
the concession allowed you as we may determine. If, prior to the later of (i)
the termination of this Agreement, or (ii) the covering by us of any short
position created by us in connection with the offering for our account or the
account of one or more Underwriters, we purchase or contract to purchase for
our
account or the account of one or more Underwriters in the open market or
otherwise any Units purchased by you under this Agreement as part of the
offering, you agree to pay us on demand for the account of the Underwriters
an
amount equal to the concession with respect to such Units (unless you shall
have
purchased such Units at the public offering price and you have not received
or
been credited with any concession, in which case we shall not be obligated
to
pay such concession to you pursuant to this Agreement) plus transfer taxes,
broker's commissions or dealer's xxxx ups and accrued interest or dividends,
if
any, paid in connection with such purchase or contract to purchase.
4. You
agree, that, in purchasing Units, you will rely upon no statement whatsoever,
written or oral, other than the statements in the Prospectus. You agree to
make
available a copy of the Prospectus to all persons who on your behalf will
solicit orders for the Units prior to the making of such solicitations by such
persons. You are not authorized to give any information or to make any
representations other than those contained in the Prospectus or any supplements
or amendments thereto.
5. As
contemplated by Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended (“Exchange Act”), we agree to mail a copy of the Prospectus to any
person making a written request therefore during the period referred to in
the
rules and regulations adopted under the Exchange Act, the mailing to be made
to
the address given in the request. You confirm that you have delivered all
preliminary prospectuses and revised preliminary prospectuses, if any, required
to be delivered under the provisions of Rule 15c2-8 and agree to deliver all
copies of the Prospectus required to be delivered thereunder. We have heretofore
delivered to you such preliminary prospectuses as have been required by you,
receipt of which is hereby acknowledged, and will deliver such further
prospectuses as may be requested by you.
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6. You
agree
that until termination of this Agreement you will not make purchases or sales
of
the Units except (a) pursuant to this Agreement, (b) pursuant to authorization
received from us, or (c) in the ordinary course of business as broker or agent
for a customer pursuant to any unsolicited order.
7. Additional
copies of the Prospectus and any supplements or amendments thereto shall be
supplied in reasonable quantities upon request.
8. The
Units
are offered by us for delivery when, as and if sold to, and accepted by, us
and
subject to the terms herein and in the Prospectus or any supplements or
amendments thereto, to our right to vary the concessions and terms of offering
after their release for public sale, to approval of counsel as to legal matters
and to the satisfaction of other conditions, and to withdrawal, cancellation
or
modification of the offer without notice.
9. You
agree
that in selling Units (which agreement shall also be for the benefit of the
Company), you will comply with all applicable laws, rules and regulations,
including the applicable provisions of the Securities Act and the Exchange
Act,
the applicable rules and regulations of the Securities and Exchange Commission
thereunder, the applicable rules and regulations of the NASD and the applicable
rules and regulations of any securities exchange or other regulatory authority
having jurisdiction over the offering.
10. Upon
written application to us, you shall be informed as to the jurisdictions under
the securities or blue sky laws of which we believe the Units are eligible
for
sale, but we assume no responsibility as to such eligibility or the right of
any
Selected Dealer to sell any of the Units. Upon the completion of the public
offering contemplated herein, each Selected Dealer agrees to promptly furnish
to
us, upon our request, territorial distribution reports setting forth each
jurisdiction in which sales of the Units were made by such member, the number
of
Units sold in such jurisdiction, and any further information as we may request,
in order to permit us to file on a timely basis any report that the Underwriters
may be required to file pursuant to the securities or blue sky laws of any
jurisdiction.
11. You,
by
becoming a Selected Dealer, represent that you are actually engaged in the
investment banking or securities business and that you are (a) a member in
good
standing of the NASD and will comply with NASD Conduct Rule 2740, or (b) a
foreign dealer or institution that is not eligible for membership in the NASD
and that has agreed (i) not to sell Shares within the United States of America,
its territories or possessions or to persons who are citizens thereof or
residents therein, (ii) that any and all sales shall be in compliance with
NASD
Conduct Rule 2110-01, and (iii) to comply, as though it were a member of the
NASD, with NASD Conduct Rules 2710, 2720, 2730, 2740 and 2750, and to comply
with Rule 2420 thereof as that Rule applies to a non-member broker or dealer
in
a foreign country.
12. Nothing
herein shall constitute any of the Selected Dealers as partners with us or
with
each other, but you agree, notwithstanding any prior settlement of accounts
or
termination of this Agreement, to bear your proper proportion of any tax or
other liability based upon the claim that the Selected Dealers constitute a
partnership, association, unincorporated business or other separate entity
and a
like share of any expenses of resisting any such claim.
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13. CRT
Capital Group LLC shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the offering or the Selected
Dealers or any one of them. Except as expressly stated herein, or as may arise
under the Securities Act, we shall be under no liability to any Selected Dealer
as such for, or in respect of (i) the validity or value of the Units , (ii)
the
form of, or the statements contained in, the Prospectus, the Registration
Statement of which the Prospectus forms a part, any supplements or amendments
to
the Prospectus or such Registration Statement, any preliminary prospectus,
any
instruments executed by, or obtained or any supplemental sales data or other
letters from, the Company or others, (iii) the form or validity of the
Underwriting Agreement, or this Agreement, (iv) the eligibility of any of the
Units for sale under the laws of any jurisdiction, (v) the delivery of the
Units, (vi) the performance by the Company or others of any agreement on its
or
their part, or (vii) any matter in connection with any of the foregoing, except
our own want of good faith.
14. If,
for
federal income tax purposes, the Selected Dealers, among themselves or with
us,
should be deemed to constitute a partnership, then you elect to be excluded
from
the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue
Code of 1986, as amended, and you agree not to take any position inconsistent
with such election. You authorize us, in our discretion, to execute and file
on
your behalf such evidence of such election as may be required by the Internal
Revenue Service.
15. All
communications from you shall be addressed to CRT Capital Group LLC, 000 Xxxxxx
Xxxxx, Xxxxxxxx, XX 00000, Attention: Xxxx Xxxxxx. Any notice from us to you
shall be deemed to have been fully authorized by us and to have been duly given
if mailed or sent by confirmed facsimile transmission to you at the address
to
which this letter is mailed. This Agreement shall be construed in accordance
with the laws of the State of New York without giving effect to conflict of
laws. Time is of the essence in this Agreement.
If
you
desire to become a Selected Dealer, please advise us to that effect immediately
by facsimile transmission and sign and return to us the enclosed counterpart
of
this letter.
| Very truly yours, | ||
| CRT CAPITAL GROUP LLC | ||
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| By: | ||
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Name:
Title:
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We
accept
the invitation to become a Selected Dealer on the terms specified above.
Dated:
____________, 2007
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(Selected
Dealer)
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(Sign
Here)
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(Print
Signatory’s Title)
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