2,500,000 Units PINPOINT ADVANCE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2007 • Pinpoint Advance CORP • Blank checks • New York
The undersigned, Pinpoint Advance Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Pinpoint Advance CORP • February 21st, 2007 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY PINPOINT ADVANCE CORP. ("COMPANY") OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET OR STOCK ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) AND (II) ______________, 2007 (180 DAYS FROM THE DATE HEREOF). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME, _____________, 2012.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 21st, 2007 • Pinpoint Advance CORP • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of ________, 2007, by and among Pinpoint Advance Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • February 21st, 2007 • Pinpoint Advance CORP • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of _____, 2007, by and between Pinpoint Advance Corp., a Delaware corporation, with offices at 4 Maskit Street Herzeliya, Israel 46700 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 21st, 2007 • Pinpoint Advance CORP • Blank checks • Delaware
This Agreement is made as of _____, 2007 by and between Pinpoint Advance Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
FORM OF STOCK ESCROW AGREEMENTForm of Stock Escrow Agreement • February 21st, 2007 • Pinpoint Advance CORP • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2007 (the “Agreement”) by and among Pinpoint Advance Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • February 21st, 2007 • Pinpoint Advance CORP • Blank checks • Delaware
WHEREAS, the Company and the Subscribers entered into a Subscription Agreement (the “Original Subscription Agreement”), dated as of November 27, 2006, pursuant to which the Subscribers agreed to purchase Units (as defined in the Original Subscription Agreement) of the Company;
