October 18, 2006 New Pole Ltd.
Exhibit
10.5
October
18, 2006
New
Pole
Ltd.
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Gentlemen:
This
letter will confirm our agreement, that commencing on the effective date
(“Effective Date”) of the registration statement of the initial public offering
(“IPO”) of the securities of Pinpoint Advance Corp. (the “Company”) and
continuing until the earlier to occur of: (i) the consummation of a business
combination, (ii) failure to effect a business combination within 18 months
after consummation of this offering (or within 24 months from the consummation
of this offering if a letter of intent, agreement in principle or definitive
agreement has been executed within 18 months after consummation of this offering
and the business combination contemplated by such letter of intent or definitive
agreement has not yet been consummated within such 18 month period) and (iii)
the date on which we determine to dissolve and liquidate our trust account
as
part of our plan of dissolution and liquidation, New Pole Ltd. (“You”) shall
make available to the Company certain general and administrative services,
including but not limited to receptionist, secretarial and general office
services. In exchange therefore, the Company shall pay to You the sum of $7,500
per month on the Effective Date and continuing monthly thereafter.
| Very truly yours, | ||
| PINPOINT ADVANCE CORP. | ||
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| By: | /s/ Adiv Baruch | |
| Name: Adiv Baruch | ||
| Title: Chief Executive Officer | ||
Agreed
to
and Accepted by:
NEW
POLE
LTD.
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇
Name:
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Title:
Director