Unassociated Document


    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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) CRT CAPITAL GROUP LLC (“CRT”) OR AN UNDERWRITER OR A SELECTED DEALER IN
      CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF CRT
      OR
      OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (A) _____________,
      2008, AND (B) THE CONSUMMATION BY ADVANCED TECHNOLOGY ACQUISITION CORP. (THE
      “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK
      PURCHASE OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS
      DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)).
      THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M EASTERN TIME, _____________,
      2012.

     

    UNIT
      PURCHASE OPTION


     

    FOR
      THE
      PURCHASE OF


     

    1,125,000
      UNITS


     

    OF


     

    ADVANCED
      TECHNOLOGY ACQUISITION CORP.

     

    1. Purchase
      Option.

     

    THIS
      CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of
      ________________________ (“Holder”), as registered owner of this Purchase Option
      (this “Purchase Option”), to ADVANCED TECHNOLOGY ACQUISITION CORP. (“Company”),
      Holder is entitled, at any time or from time to time upon the later of (a)
      ___________, 2008, and (b) the consummation of a Business Combination
      (“Commencement Date”), and at or before 5:00 p.m., Eastern Time, _____________,
      2012 (“Expiration Date”), but not thereafter, to subscribe for, purchase and
      receive, in whole or in part, up to 1,125,000 units (“Units”) of the Company,
      each Unit consisting of one share of common stock of the Company, par value
      $.0001 per share (“Common Stock”), and one warrant (“Warrant(s)”) expiring five
      years from the effective date (“Effective Date”) of the registration statement
      (“Registration Statement”) pursuant to which Units are offered for sale to the
      public (“Offering”). Each Warrant is the same as the warrants included in the
      Units being registered for sale to the public by way of the Registration
      Statement (“Public Warrants”), except that the warrants underlying the Units
      will expire five years from the Effective Date. If the Expiration Date is not
      a
      Business Day (as defined below), then this Purchase Option may be exercised
      on
      the next succeeding Business Day in accordance with the terms herein. During
      the
      period ending on the Expiration Date, the Company agrees not to take any action
      that would terminate the Purchase Option. This Purchase Option is initially
      exercisable at $8.80 per Unit so purchased; provided, however, that upon the
      occurrence of any of the events specified in Section 6 hereof, the rights
      granted by this Purchase Option, including the exercise price per Unit and
      the
      number of Units (and shares of Common Stock and Warrants) to be received upon
      such exercise, shall be adjusted as therein specified. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      term
“Business Day” shall mean any day, except a Saturday, Sunday or legal holiday on
      which the banking institutions in the City of New York, New York are authorized
      or obligated by law or executive order to close.

     

    The
      term
“Exercise Price” shall mean the initial exercise price or the adjusted exercise
      price, depending on the context. 

     

    The
      term
“Holder” shall mean, as of any date, CRT, I-Bankers Securities, Inc. and/or any
      transferee who acquires this Purchase Option (in whole or in part) in accordance
      with Section 3.1 hereof.

     

    2. Exercise.

     

    2.1 Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price for the Units being purchased
      (payable in cash or by certified check or official bank check). If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., Eastern time, on the Expiration Date, this Purchase Option shall become
      null and void, without further force or effect, and all rights represented
      hereby shall cease and expire.

     

    2.2 Legend.
      Each
      certificate for the securities purchased under this Purchase Option shall bear
      a
      legend as follows unless such securities have been registered under the
      Securities Act of 1933, as amended (“Act”):

     

    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (“Act”), or applicable state law. The
      securities may not be offered for sale, sold or otherwise transferred except
      pursuant to an effective registration statement under the Act, or pursuant
      to an
      exemption from registration under the Act and applicable state
      law.”

     

    2.3 Cashless
      Exercise.

     

    2.3.1 Determination
      of Amount.
      In lieu
      of the payment of the Exercise Price multiplied by the number of Units for
      which
      this Purchase Option is exercisable and in lieu of being entitled to receive
      Units in the manner required by Section 2.1, the Holder shall have the right
      (but not the obligation) to convert any exercisable but unexercised portion
      of
      this Purchase Option into Units (“Conversion Right”) as follows: upon exercise
      of the Conversion Right, the Company shall deliver to the Holder (without
      payment by the Holder of any of the Exercise Price in cash) that number of
      Units
      equal to the quotient obtained by dividing (x) the “Value” (as defined below) of
      the portion of this Purchase Option being converted by (y) the “Current Market
      Price” (as defined below) of a Unit. The “Value” of the portion of this Purchase
      Option being converted shall equal the remainder derived from subtracting (a)
      the product of (i) the Exercise Price multiplied by (ii) the number of Units
      underlying the portion of this Purchase Option being converted from (b) the
      product of (i) Current Market Price of a Unit multiplied by (ii) the number
      of
      Units underlying the portion of this Purchase Option being converted. The
“Current Market Price” of a Unit at any day shall mean (i) if the Units are
      listed on a national securities exchange (including, without limitation, the
      American Stock Exchange and the Nasdaq Stock Market) or quoted on the OTC
      Bulletin Board (or any successor electronic inter-dealer quotation system),
      the
      average closing price of a Unit for the thirty (30) trading days immediately
      preceding the date of determination of the Current Market Price in the principal
      trading market for the Units as reported by the exchange or the quotation
      system, as the case may be; (ii) if Units are not listed on a national
      securities exchange or quoted on OTC Bulletin Board (or any successor electronic
      inter-dealer quotation system), but is traded in the residual over-the-counter
      market, the closing bid price for a Unit on the last trading day preceding
      the
      date in question for which such quotations are reported by the Pink Sheets,
      LLC
      or similar publisher of such quotations; and (iii) if the fair market value
      of
      the Units cannot be determined pursuant to clause (i) or (ii) above, such price
      as the Board of Directors of the Company shall determine, in good
      faith.

     

    
      
         

      

      
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    2.3.2 Mechanics
      of Cashless Exercise.
      The
      cashless exercise right described in this Section 2.3 (the “Cashless Exercise
      Right”) may be exercised by the Holder on any business day on or after the
      Commencement Date and not later than the Expiration Date by delivering this
      Purchase Option with the duly executed exercise form attached hereto with the
      cashless exercise section completed to the Company, exercising the Cashless
      Exercise Right and specifying the total number of Units the Holder will purchase
      pursuant to such Cashless Exercise Right.

     

    2.4 Warrant
      Exercise.
      Any
      Warrants underlying the Units shall be issued pursuant and subject to the terms
      and conditions set forth in the Warrant Agreement, entered into by and between
      the Company and Continental Stock Transfer & Trust Company, dated as of
      _________, 2007 (the “Warrant Agreement”).

     

    2.5 No
      Obligation to Net Cash Settle.
      Notwithstanding anything to the contrary contained in this Purchase Option,
      in
      no event will the Company be required to net cash settle the exercise of the
      Purchase Option or the Warrants underlying the Purchase Option. The holder
      of
      the Purchase Option and the Warrants underlying the Purchase Option will not
      be
      entitled to exercise the Purchase Option or the Warrants underlying such
      Purchase Option unless a registration statement is effective, or an exemption
      from the registration requirements is available at such time and, if the holder
      is not able to exercise the Purchase Option or underlying Warrants, the Purchase
      Option and/or the underlying Warrants, as applicable, will expire
      worthless.

     

    3. Transfer.

     

    3.1 General
      Restrictions.
      The
      registered Holder of this Purchase Option, by its acceptance hereof, agrees
      that
      it will not sell during the Offering or sell, transfer, assign, pledge or
      hypothecate this Purchase Option (in whole or in part) or any interest herein,
      nor will it engage in any hedging, short sale, derivative, put, or call
      transaction that would result in the effective economic disposition of this
      Purcahse Option or the underlying securities, for a period of one year following
      the Effective Date (which such one (1) year period shall be inclusive of a
      180-day lock-up period following the Effective Date pursuant to Rule 2710(g)(1)
      of the NASD Conduct Rules) to anyone other than (a) CRT or an underwriter or
      a
      selected dealer in connection with the Offering, or (b) a bona fide officer
      or
      partner of CRT or of any such underwriter or selected dealer (collectively,
      a
“Permitted Transferee”). On and after the first anniversary of the Effective
      Date, this Purchase Option may be sold, transferred, assigned, pledged,
      hypothecated or otherwise disposed of, in whole or in part, subject to
      compliance with, or exemptions from, applicable securities laws. In order to
      make any permitted assignment, the Holder must deliver to the Company the
      assignment form attached hereto duly executed and completed, together with
      the
      Purchase Option and payment of all transfer taxes, if any, payable in connection
      therewith. The Company shall within five Business Days following receipt thereof
      transfer this Purchase Option on the books of the Company and shall execute
      and
      deliver a new Purchase Option or Purchase Options of like tenor to the
      appropriate assignee(s) expressly evidencing the right to purchase the aggregate
      number of Units purchasable hereunder or such portion of such number as shall
      be
      contemplated by any such assignment. 

     

    3.2 Restrictions
      Imposed by the Act.
      The
      securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (a) the Company has received a written opinion of counsel for the Holder
      that the securities may be transferred pursuant to an exemption from
      registration under the Act and applicable state securities laws, the
      availability of which is established to the reasonable satisfaction of the
      Company (the Company hereby agreeing that the opinion of Mintz Levin Cohn Ferris
      Glovsky and Popeo PC shall be deemed satisfactory evidence of the availability
      of an exemption), or (b) a registration statement or a post-effective amendment
      to the Registration Statement relating to such securities has been filed by
      the
      Company and declared effective by the Securities and Exchange Commission (the
      “Commission”) and a current prospectus is available, and compliance with
      applicable state securities laws has been established.

     

    
      
         

      

      
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    4. New
      Purchase Options to be Issued.

     

    4.1 Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In the event of the exercise or assignment
      hereof in part only, upon surrender of this Purchase Option for cancellation,
      together with the duly executed exercise or assignment form and funds sufficient
      to pay any Exercise Price and/or transfer tax, the Company shall cause to be
      delivered to the Holder without charge a new Purchase Option of like tenor
      to
      this Purchase Option in the name of the Holder evidencing the right of the
      Holder to purchase the number of Units purchasable hereunder as to which this
      Purchase Option has not been exercised or assigned. In addition, the Company
      shall cause to be delivered to any permitted transferee without charge a new
      Purchase Option of like tenor to this Purchase Option in the name of such
      transferee evidencing the right of such transferee to purchase the number of
      Units purchasable hereunder as to which this Purchase Option has been
      transferred to such transferee.

     

    4.2 Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification or the posting of a bond, the Company shall execute and deliver
      a new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

     

    5. Registration
      Rights.

     

    5.1 General.
      As used
      in this Section 5, the term “Registrable Securities” means Purchase Options,
      including the Units, Common Stock, Warrants and shares of Common Stock
      underlying the Warrants; provided, that, any such securities shall cease to
      be
      Registrable Securities when:  (a) a registration statement with
      respect to the sale of such securities shall have become effective under the
      Act
      and such securities shall have been sold, transferred, disposed of or exchanged
      in accordance with such registration statement; (b) such securities shall
      have been transferred pursuant to Rule 144 of the Act (but not Rule 144A),
      new
      certificates for them not bearing a legend restricting further transfer shall
      have been delivered by the Company and subsequent public distribution of them
      shall not require registration under the Act; (c) such securities may be
      sold under Rule 144 by the Holder without volume limitation restrictions, or
      (d)
      such securities shall have ceased to be outstanding.

     

    5.2 Demand
      Registration.

     

    5.2.1 Grant
      of Right.
      At any
      one time (and not more than one time) during the five year period following
      the
      Effective Date, the Holders of at least 51% of the Registrable Securities
      (“Majority Holders”) may make a written demand for registration under the Act of
      all or part of their Registrable Securities (a “Demand Registration”).  Any
      request for a Demand Registration (a “Demand Request”) shall specify the number
      and type of Registrable Securities proposed to be sold and the intended
      method(s) of distribution thereof.  The Company will notify all Holders of
      Registrable Securities of the demand, and any Holder of Registrable Securities
      who wishes to include all or a portion of such Holder’s Registrable Securities
      in the Demand Registration shall so notify the Company within fifteen (15)
      days
      following delivery of the notice from the Company (such Holders who timely
      deliver notice together with the Majority Holders, the “Demanding
      Holders”). The Company will then use its best efforts to (a) prepare and
      file within 60 days a registration statement or a post-effective amendment
      to
      the Registration Statement covering the resale of the Registrable Securities
      which the Demanding Holders have requested to be registered, and (b) to have
      such registration statement declared effective as soon as possible thereafter,
      subject to Section 5.2.4. 

     

    
      
         

      

      
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    5.2.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the reasonable fees and expenses of one legal
      counsel selected by the Majority Holders to represent them in connection with
      the sale of the Registrable Securities, except that the Company shall not be
      required to pay any underwriting commissions (which commissions, if any, shall
      be borne by the Demanding Holders participating in the registration). The
      Company agrees to use its best efforts to qualify or register the Registrable
      Securities in such States as are reasonably requested by the Majority Holder(s);
      provided, however, that in no event shall the Company be required to register
      the Registrable Securities in a State in which such registration would cause
      (a)
      the Company to be obligated to qualify to do business in such State, or would
      subject the Company to taxation as a foreign corporation doing business in
      such
      jurisdiction or (b) the principal stockholders of the Company to be obligated
      to
      escrow their shares of capital stock of the Company. The Company shall cause
      any
      registration statement or post-effective amendment filed pursuant to the demand
      rights granted under Section 5.2.1 to remain effective until all Registrable
      Securities covered thereby have been sold or, if longer, for a period of one
      year from the date that the Holders of the Registrable Securities are first
      given the opportunity to sell their Registrable Securities thereunder plus
      any
      period during which disposition of securities thereunder is interfered with
      by
      any stop order or injunction of the Commission or any governmental agency or
      court. 

     

    5.2.3 Underwritten
      Offerings.
      If a
      majority-in-interest (based on the number of Registrable Securities being
      registered) of the Demanding Holders so elect and such holders so advise the
      Company in writing, the offering of such Registrable Securities pursuant to
      such
      Demand Registration shall be in the form of an underwritten offering. In such
      event, the right of any Holder of Registrable Securities to include its
      Registrable Securities in such registration shall be conditioned upon such
      Holder’s participation in such underwriting and the inclusion of such Holder’s
      Registrable Securities in the underwriting to the extent provided herein. 
All Demanding Holders proposing to distribute their securities through such
      underwriting shall enter into an underwriting agreement in customary form with
      the underwriter or underwriters selected for such underwriting by the
      majority-in-interest of the Demanding Holders. If the managing underwriter
      or
      underwriters for a Demand Registration that is to be an underwritten offering
      advises the Company and the Demanding Holders in writing that the dollar amount
      or number of Registrable Securities which the Demanding Holders desire to sell,
      taken together with all other shares of Common Stock or other securities which
      the Company desires to sell and the shares of Common Stock or other securities,
      if any, as to which registration has been requested pursuant to written
      contractual piggy-back registration rights held by other securityholders of
      the
      Company who desire to sell, exceeds the maximum dollar amount or maximum number
      of securities that can be sold in such offering without adversely affecting
      the
      proposed offering price, the timing, the distribution method, or the probability
      of success of such offering (such maximum dollar amount or maximum number of
      securities, as applicable, the “Maximum Registration Amount”), then the Company
      shall include in such registration:  (a) first, the Registrable Securities
      as to which Demand Registration has been requested by the Demanding Holders
      (pro
      rata
      in
      accordance with the number of shares of Registrable Securities which such
      Demanding Holders have requested be included in such registration, regardless
      of
      the number of Registrable Securities held by each Demanding Holder) that can
      be
      sold without exceeding the Maximum Registration Amount; (b) second, the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Registration Amount; (c) third, to the extent
      that the Maximum Registration Amount has not been reached under the foregoing
      clauses (a) and (b), the shares of Common Stock or other securities for the
      account of other persons that the Company is obligated to register pursuant
      to
      written contractual arrangements with such persons and that can be sold without
      exceeding the Maximum Registration Amount; and (d) fourth, to the extent that
      the Maximum Registration Amount has not been reached under the foregoing clauses
      (a), (b), and (c), the shares of Common Stock or other securities that other
      securityholders desire to sell that can be sold without exceeding the Maximum
      Registration Amount.
      For the
      avoidance of doubt, in the event a Demand Registration is requested pursuant
      to
      this agreement and a demand registration is requested pursuant to that certain
      Registration Rights Agreement, dated _____________, 2007, by and among the
      Company and the “Investors” thereunder, substantially in the form filed as
      Exhibit 10.18 to the Registration Statement (the “Registration Rights
      Agreement”), whichever demand registration is received by the Company first
      shall have priority for inclusion in the registration statement filed to
      register such Registrable Securities; provided,
      however,
      that if
      a Demand Registration is requested pursuant to this agreement and a demand
      registration is requested pursuant to the Registration Rights Agreement and
      such
      demand registrations are received by the Company on the same date, then those
      two demand registrations will be handled pro
      rata
      in
      accordance with the number of shares of Registrable Securities which-such
      demanding holders have requested be included in such registration.

     

    
      
         

      

      
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    5.2.4 Permitted
      Delays.
      The
      Company shall be entitled to postpone, for up to 90 days from the date of
      receipt of a Demand Request, the filing of any registration statement under
      this
      Section 5.2, if (a) at any time prior to the filing of such registration
      statement the Company’s Board of Directors determines, in its good faith
      business judgment, that such registration and offering would materially and
      adversely affect any financing, acquisition, corporate reorganization, or other
      material transaction involving the Company, and (b) the Company delivers to
      the
      Demanding Holders written notice thereof within five (5) business days from
      the
      date of receipt of a Demand Request; provided, that the Company may not exercise
      this postponement right more than once during any twelve-month
      period.

     

    5.3 “Piggy-Back”
      Registration.

     

    5.3.1 Grant
      of Right.
      If at
      any time during the first seven years following the Effective Date the Company
      proposes to file a Registration Statement under the Act with respect to an
      offering of equity securities, or securities or other obligations exercisable
      or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for securityholders of the Company for their accounts (or by
      the
      Company and by securityholders of the Company including, without limitation,
      pursuant to Section 5.2.1), other than a registration statement (a) filed
      in connection with any employee stock option or other benefit plan, (b) for
      an
      exchange offer or offering of securities solely to the Company’s existing
      securityholders, (c) for an offering of debt that is convertible into equity
      securities of the Company, or (d) for a dividend reinvestment plan, then
      the Company shall (i) give written notice of such proposed filing to the holders
      of Registrable Securities as soon as practicable but in no event less than
      ten
      (10) days before the anticipated filing date, which notice shall describe the
      amount and type of securities to be included in such offering, the intended
      method(s) of distribution, and the name of the proposed managing underwriter
      or
      underwriters, if any, of the offering, and (ii) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within five (5) days following receipt of such notice (a “Piggy-Back
      Registration”).  The Company shall cause such Registrable Securities to be
      included in such registration and shall use its best efforts to cause the
      managing underwriter or underwriters of a proposed underwritten offering to
      permit the Registrable Securities requested to be included in a Piggy-Back
      Registration to be included on the same terms and conditions as any similar
      securities of the Company and to permit the sale or other disposition of such
      Registrable Securities in accordance with the intended method(s) of distribution
      thereof.  All holders of Registrable Securities proposing to distribute
      their securities through a Piggy-Back Registration that involves an underwriter
      or underwriters shall enter into an underwriting agreement in customary form
      with the underwriter or underwriters selected for such Piggy-Back
      Registration

     

    
      
         

      

      
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    5.3.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the reasonable fees and expenses of one legal
      counsel selected by majority-in-interest of the Holders of Registrable
      Securities (based on the number of Registrable Securities being registered)
      to
      represent them in connection with the sale of the Registrable Securities but
      the
      Holders shall pay any and all underwriting commissions related to the
      Registrable Securities. The Company shall use its best efforts to cause any
      registration statement filed pursuant to the above “piggyback” rights to remain
      effective until all Registrable Securities covered thereby have been sold or,
      if
      longer, for a period of nine months from the date that the Holders of the
      Registrable Securities are first given the opportunity to sell their Registrable
      Securities thereunder plus any period during which disposition of Registrable
      Securities thereunder is interfered with by any stop order or injunction of
      the
      Commission or any governmental agency or court.

     

    5.3.3 Underwritten
      Offerings.
      If the
      managing underwriter or underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the Holders of Registrable
      Securities in writing that the dollar amount or number of shares of Common
      Stock
      or other securities which the Company desires to sell, taken together with
      shares of Common Stock or other securities, if any, as to which registration
      has
      been demanded pursuant to written contractual arrangements with persons other
      than the Holders of Registrable Securities hereunder, the Registrable Securities
      as to which registration has been requested under this Section 5.3, and the
      shares of Common Stock or other securities, if any, as to which registration
      has
      been requested pursuant to the written contractual piggy-back registration
      rights of other securityholders of the Company, exceeds the Maximum Registration
      Amount, then the Company shall include in any such registration:

     

    (a) If
      the
      registration is undertaken for the Company’s account: (i) first, the shares of
      Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Registration Amount; (ii) second, to the
      extent that the Maximum Registration Amount has not been reached under the
      foregoing clause (i), the Registrable Securities as to which registration has
      been requested under Section 5.2 above and, to the extent that any other
      security holders have written contractual piggy-back registration rights which
      are on parity with the rights of Holders of Registrable Securities hereunder,
      shares of Common Stock and other securities, if any, as to which registration
      has been requested pursuant to such other piggy-back registration rights by
      such
      other security holders (pro rata in accordance with the number of shares of
      Common Stock and other securities which each such person has actually requested
      to be included in such registration, regardless of the number of shares of
      Common Stock and other securities with respect to which such persons have the
      right to request such inclusion) that can be sold without exceeding the Maximum
      Registration Amount; and (iii) third, to the extent that the Maximum
      Registration Amount has not been reached under the foregoing clauses (i) and
      (ii), shares of Common Stock and other securities, if any, as to which
      registration has been requested pursuant to written contractual piggy-back
      registration rights which are subordinate to the rights of Holders of
      Registrable Securities hereunder (pro rata in accordance with the number of
      shares of Common Stock and other securities which each such person has actually
      requested to be included in such registration, regardless of the number of
      shares of Common Stock and other securities with respect to which such persons
      have the right to request such inclusion) that can be sold without exceeding
      the
      Maximum Registration Amount.

     

    (b) 
      If the
      registration is a “demand” registration undertaken at the demand of persons
      other than the Holders of Registrable Securities pursuant to written contractual
      arrangements with such persons, (i) first, the shares of Common Stock and other
      securities for the account of the demanding persons that can be sold without
      exceeding the Maximum Registration Amount; (ii) second, to the extent that
      the
      Maximum Registration Amount has not been reached under the foregoing clause
      (i),
      the Registrable Securities as to which registration has been requested under
      Section 5.2 above and, to the extent that any other security holders have
      written contractual piggy-back registration rights which are on parity with
      the
      rights of Holders of Registrable Securities hereunder, shares of Common Stock
      and other securities, if any, as to which registration has been requested
      pursuant to such other piggy-back registration rights by such other security
      holders (pro rata in accordance with the number of shares of Common Stock and
      other securities which each such person has actually requested to be included
      in
      such registration, regardless of the number of shares of Common Stock and other
      securities with respect to which such persons have the right to request such
      inclusion) that can be sold without exceeding the Maximum Registration Amount;
      (iii) third, to the extent that the Maximum Registration Amount has not been
      reached under the foregoing clauses (i) and (ii), the shares of Common Stock
      or
      other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Registration Amount; and (iii) fourth, to the extent
      that
      the Maximum Registration Amount has not been reached under the foregoing clauses
      (i), (ii) and (iii), shares of Common Stock and other securities, if any, as
      to
      which registration has been requested pursuant to written contractual piggy-back
      registration rights which are subordinate to the rights of Holders of
      Registrable Securities hereunder (pro
      rata
      in
      accordance with the number of shares of Common Stock and other securities which
      each such person has actually requested to be included in such registration,
      regardless of the number of shares of Common Stock and other securities with
      respect to which such persons have the right to request such inclusion) that
      can
      be sold without exceeding the Maximum Registration Amount.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    5.3.4 Maintenance
      of Priority.
      So long
      as there are Registrable Securities hereunder, the Company shall not grant
      to
      any person piggy-back rights superior to or on parity with the rights of the
      Holders of Registrable Securities hereunder; provided, however, that the
      piggy-back rights granted pursuant to the Registration Rights Agreement may
      be
      on parity with (but not superior to) the piggy-back rights granted to the
      Holders of Registrable Securities hereunder.

     

    5.3.5 Withdrawal.
      Any
      Holder of Registrable Securities may elect to withdraw such Holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw at least five Business
      Days prior to the effectiveness of the Registration Statement.  The Company
      may also elect to withdraw a registration statement at any time prior to the
      effectiveness of the Registration Statement. Notwithstanding any such
      withdrawal, the Company shall pay all expenses incurred in connection with
      the
      withdrawn registration statement in accordance with Section 5.3.2
      above.

     

    5.4 General
      Terms.

     

    5.4.1 Indemnification.
      The
      Company shall indemnify the holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls any such holder within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
      against all loss, claim, damage, expense or liability (including all attorneys’
fees and other expenses reasonably incurred in investigating, preparing or
      defending against litigation, commenced or threatened, or any claim whatsoever
      whether arising out of any action between the underwriter and the Company or
      between the underwriter and any third party or otherwise) to which any of them
      may become subject under the Act, the Exchange Act or otherwise, arising from
      such registration statement but only to the same extent and with the same effect
      as the provisions pursuant to which the Company has agreed to indemnify the
      underwriters contained in Section 5 of the Underwriting Agreement among the
      Company and the underwriters dated the Effective Date. The Holder(s) of the
      Registrable Securities to be sold pursuant to such registration statement,
      and
      their successors and assigns, shall severally, and not jointly, indemnify the
      Company, its officers and directors and each person, if any, who controls the
      Company within the meaning of Section 15 of the Act or Section 20(a) of the
      Exchange Act, against all loss, claim, damage, expense or liability (including
      all attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against any claim whatsoever) to which they may become
      subject under the Act, the Exchange Act or otherwise, arising from information
      furnished by or on behalf of such Holders, or their successors or assigns,
      in
      writing, for specific inclusion in such registration statement to the same
      extent and with the same effect as the provisions contained in Section 5 of
      the
      Underwriting Agreement pursuant to which the underwriters have agreed to
      indemnify the Company.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    5.4.2 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder(s)
      to exercise this Purchase Option or Warrants underlying this Purchase Option
      prior to or after the initial filing of any registration statement or the
      effectiveness thereof.

     

    5.4.3 Documents
      Delivered to Holders.
      The
      Company shall furnish to CRT, as representative of the Holders participating
      in
      any of the foregoing offerings, a signed copy, addressed to the participating
      Holders, of (i) an opinion of counsel to the Company, dated the effective date
      of such registration statement (and, if such registration includes an
      underwritten public offering, an opinion dated the date of the closing under
      any
      underwriting agreement related thereto), and (ii) a “cold comfort” letter dated
      the effective date of such registration statement (and, if such registration
      includes an underwritten public offering, a letter dated the date of the closing
      under the underwriting agreement) signed by the independent public accountants
      who have issued a report on the Company’s financial statements included in such
      registration statement, in each case covering substantially the same matters
      with respect to such registration statement (and the prospectus included
      therein) and, in the case of such accountants’ letter, with respect to events
      subsequent to the date of such financial statements, as are customarily covered
      in opinions of issuer’s counsel and in accountants’ letters delivered to
      underwriters in underwritten public offerings of securities. The Company shall
      also deliver promptly to CRT, as representative of the Holders participating
      in
      the offering, the correspondence and memoranda described below and copies of
      all
      correspondence between the Commission, on the one hand, and the Company, its
      counsel and/or auditors, on the other hand, and all memoranda relating to
      discussions with the Commission or its staff with respect to the registration
      statement and permit CRT, as representative of the Holders, to do such
      investigation, upon reasonable advance notice, with respect to information
      contained in or omitted from the registration statement as it deems reasonably
      necessary to comply with applicable securities laws or rules of the National
      Association of Securities Dealers, Inc. (“NASD”). Such investigation shall
      include access to books, records and properties and opportunities to discuss
      the
      business of the Company with its officers and independent auditors, all to
      such
      reasonable extent and at such reasonable times and as often as CRT, as
      representative of the Holders, shall reasonably request. The Company shall
      not
      be required to disclose any confidential information or other records to CRT,
      as
      representative of the Holders, or to any other person, until and unless such
      persons shall have entered into reasonable confidentiality agreements (in form
      and substance reasonably satisfactory to the Company), with the Company with
      respect thereto.

     

    5.4.4 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders pursuant to Section 5.2.3 or
      Section 5.3.3, which managing underwriter shall be reasonably acceptable to
      the
      Company. Such agreement shall be reasonably satisfactory in form and substance
      to the Company, each Holder and such managing underwriters, and shall contain
      such representations, warranties and covenants by the Company and such other
      terms as are customarily contained in agreements of that type used by the
      managing underwriter. The Holders shall be parties to any underwriting agreement
      relating to an underwritten sale of their Registrable Securities and shall
      agree
      to such covenants and indemnification and contribution obligations of selling
      stockholders as are customarily contained in agreements of that type used by
      the
      managing underwriter. Further, such Holders shall execute appropriate custody
      agreements and otherwise cooperate fully in the preparation of the registration
      statement and other documents relating to any offering in which they include
      Registrable Securities pursuant to this Section 5. Each Holder shall also
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it, and the intended method of disposition of such securities
      as shall be reasonably required to effect the registration of the Registrable
      Securities.

     

    
      
         

      

      
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    5.4.5 Supplemental
      Prospectus.
      The
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until such Holder’s receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    6. Adjustments.

     

    6.1 Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

     

    6.1.1 Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 6.4 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock or by a split-up of shares of Common Stock
      or
      other similar event, then, on the effective date thereof, the number of shares
      of Common Stock underlying each of the Units purchasable hereunder shall be
      increased in proportion to such increase in outstanding shares. In such case,
      the number of shares of Common Stock, and the exercise price applicable thereto,
      underlying the Warrants underlying each of the Units purchasable hereunder
      shall
      be adjusted in accordance with the terms of the Warrants. For example, if the
      Company declares a two-for-one stock dividend and at the time of such dividend
      this Purchase Option is for the purchase of one Unit at $8.80 per whole Unit
      (each Warrant underlying the Units is exercisable for $6.00 per share), upon
      effectiveness of the dividend, this Purchase Option will be adjusted to allow
      for the purchase of one Unit at $8.80 per Unit, each Unit entitling the Holder
      to receive two shares of Common Stock and two Warrants (each Warrant exercisable
      for $3.00 per share).

     

    6.1.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.4, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination or reclassification of shares of Common Stock or other similar
      event, then, on the effective date thereof, the number of shares of Common
      Stock
      underlying each of the Units purchasable hereunder shall be decreased in
      proportion to such decrease in outstanding shares. In such case, the number
      of
      shares of Common Stock, and the exercise price applicable thereto, underlying
      the Warrants underlying each of the Units purchasable hereunder shall be
      adjusted in accordance with the terms of the Warrants.

     

    6.1.3 Extraordinary
      Dividends.
      If the
      Company, at any time while this Purchase Option is outstanding and unexpired,
      shall pay a dividend in cash, securities or other assets to the holders of
      Common Stock (or other shares of the Company’s capital stock into which the
      Warrants are convertible), other than (w) as described in Sections 6.1.1, (x)
      regular quarterly or other periodic dividends, (y) in connection with the
      conversion rights of the holders of Common Stock upon consummation of the
      Company’s initial Business Combination (as such term is used in the Registration
      Statement) or (z) in connection with the Company’s liquidation and the
      distribution of its assets upon its failure to consummate a Business Combination
      (any such non-excluded event being referred to herein as an "Extraordinary
      Dividend"), then (i) the Exercise Price shall be decreased, effective
      immediately after the effective date of such Extraordinary Dividend, by the
      amount of cash or the fair market value (as determined by the Company’s Board of
      Directors, in good faith) of any securities or other assets paid on each share
      of Common Stock in respect of such Extraordinary Dividend and (ii) the Warrants
      issuable upon exercise of this Purchase Option shall be adjusted in the same
      manner as the Public Warrants pursuant to the Warrant Agreement.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    6.1.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by Section 6.1.1, 6.1.2 or 6.1.3 hereof or
      that solely affects the par value of such shares of Common Stock, or in the
      case
      of any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, by a holder of the number of shares of
      Common Stock of the Company obtainable upon exercise of this Purchase Option
      and
      the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares of Common Stock covered
      by
      Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
      6.1.1, 6.1.2 and this Section 6.1.4. The provisions of this Section 6.1.4 shall
      similarly apply to successive reclassifications, reorganizations, mergers or
      consolidations, sales or other transfers.

     

    6.1.5 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

     

    6.2 Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Stock), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation or merger, by a holder of the number of shares of Common Stock
      of
      the Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments which shall be identical to the
      adjustments provided in Section 6. The above provision of this Section shall
      similarly apply to successive consolidations or mergers.

     

    6.3 Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock or Warrants upon the exercise of this Purchase Option,
      nor shall it be required to issue scrip or pay cash in lieu of any fractional
      interests, it being the intent of the parties that all fractional interests
      shall be eliminated by rounding any fraction up to the nearest whole number
      of
      Warrants, shares of Common Stock or other securities, properties or
      rights.

     

    6.4 Limitations
      on Monetary Damages.
      In
      no
      event shall the registered holder of this Purchase Option be entitled to receive
      any monetary damages if the securities underlying this Purchase Option have
      not
      been registered by the Company pursuant to an effective registration statement
      or a current prospectus is not available, provided the Company has fulfilled
      its
      obligation to use its best efforts to effect such registration and to make
      such
      prospectus available.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    7. Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon exercise of
      this
      Purchase Option or the Warrants underlying this Purchase Option, such number
      of
      shares of Common Stock or other securities, properties or rights as shall be
      issuable upon the exercise thereof. The Company covenants and agrees that,
      upon
      exercise of this Purchase Option and payment of the Exercise Price therefor,
      all
      shares of Common Stock and other securities issuable upon such exercise shall
      be
      duly and validly issued, fully paid and non-assessable. The Company further
      covenants and agrees that upon exercise of the Warrants underlying this Purchase
      Option and payment of the Warrant exercise price therefor, all shares of Common
      Stock and other securities issuable upon such exercise shall be duly and validly
      issued, fully paid and non-assessable. As long as this Purchase Option shall
      be
      outstanding, the Company shall use its best efforts to cause all (a) Units
      and
      shares of Common Stock issuable upon exercise of this Purchase Option, (b)
      Warrants issuable upon exercise of this Purchase Option, and (c) shares of
      Common Stock issuable upon exercise of the Warrants included in the Units
      issuable upon exercise of this Purchase Option to be listed (subject to official
      notice of issuance) on all securities exchanges (or, if applicable on the Nasdaq
      National Market, SmallCap Market, NASD OTC Bulletin Board or any successor
      trading market) on which the Units, the Common Stock or the Public Warrants
      issued to the public in connection herewith may then be listed and/or
      quoted.

     

    8. Certain
      Notice Requirements.

     

    8.1 Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holder the right to vote or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of this Purchase Option and its exercise,
      any
      of the events described in Section 8.2 shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least ten days
      prior to the date fixed as a record date or the date of closing the transfer
      books for the determination of the stockholders entitled to such dividend,
      distribution, conversion or exchange of securities or subscription rights,
      or
      entitled to vote on such proposed dissolution, liquidation, winding up or sale.
      Such notice shall specify such record date or the date of the closing of the
      transfer books, as the case may be. Notwithstanding the foregoing, the Company
      shall deliver to each holder a copy of each notice given to the other
      stockholders of the Company at the same time and in the same manner that such
      notice is given to the stockholders.

     

    8.2 Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in Section 8.1 above
      if:
      (a) the Company shall offer to all the holders of its Common Stock any
      additional shares of capital stock of the Company or securities convertible
      into
      or exchangeable for shares of capital stock of the Company, or any option,
      right
      or warrant to subscribe therefor, or (b), a dissolution, liquidation or winding
      up of the Company (other than in connection with a consolidation or merger)
      or a
      sale of all or substantially all of its property, assets and business shall
      be
      proposed.

     

    8.3 Notice
      of Change in Exercise Price.
      Upon
      written request therefore from the Holder hereof, the Company shall pursuant
      to
      Section 6 hereof, advise the Holder, in writing, of the then applicable Exercise
      Price and, in the event there have occurred any adjustments, a brief description
      of each event causing the adjustment(s) and method of calculating the
      same.

     

    8.4 Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, or mailed by express mail or private courier service: (a) if to
      the
      registered Holder of the Purchase Option, to the address of such Holder as
      shown
      on the books of the Company, or (b) if to the Company, to the following address
      or to such other address as the Company may designate by notice to the
      Holders:

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    Advanced
      Technology Acquisition Corp.

    14
      A
      Achimeir Street

    Ramat
      Gan
      52587

    Israel

    Attention:
      Chief Executive Officer

    


    9. Miscellaneous.

     

    9.1 Amendments.
      The
      Company and CRT may from time to time supplement or amend this Purchase Option
      without the approval of any of the Holders in order to cure any ambiguity,
      to
      correct or supplement any provision contained herein that may be defective
      or
      inconsistent with any other provisions herein, or to make any other provisions
      in regard to matters or questions arising hereunder that the Company and CRT
      may
      deem necessary or desirable and that the Company and CRT deem shall not
      adversely affect the interest of the Holders. All other modifications or
      amendments to this Purchase Option shall require the written consent of and
      be
      signed by the Holder hereof.

     

    9.2 Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

     

    9.3 Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitute
      the
      entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    9.4 Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their respective successors, legal
      representatives and permitted assigns, and (except for CRT pursuant to Section
      5.5.3, 9.1 and 9.5) no other person shall have or be construed to have any
      legal
      or equitable right, remedy or claim under or in respect of or by virtue of
      this
      Purchase Option or any provisions herein contained.

     

    9.5 Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of Delaware, without giving effect to conflict of
      laws. The Company, CRT and the Holder each hereby agree that any action,
      proceeding or claim against it arising out of, or relating in any way to this
      Purchase Option shall be brought and enforced in the courts of New York, New
      York, and irrevocably submit to such jurisdiction, which jurisdiction shall
      be
      exclusive. Any process or summons to be served upon the Company may be served
      by
      transmitting a copy thereof by registered or certified mail, return receipt
      requested, postage prepaid, addressed to it at the address set forth in Section
      8.4 hereof. Such mailing shall be deemed personal service and shall be legal
      and
      binding upon the Company in any action, proceeding or claim. The Company and
      the
      Holder agree that the prevailing party(ies) in any such action shall be entitled
      to recover from the other party(ies) all of its reasonable attorneys’ fees and
      expenses relating to such action or proceeding and/or incurred in connection
      with the preparation therefor.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    9.6 Waiver,
      Etc.
      The
      failure of the Company, CRT or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company, CRT or
      any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance
      or non-fulfillment shall be construed or deemed to be a waiver of any other
      or
      subsequent breach, non-compliance or non-fulfillment.

     

    9.7 Exchange
      Agreement.
      As a
      condition of the Holder’s receipt and acceptance of this Purchase Option, the
      Holder agrees that, at any time prior to the complete exercise of this Purchase
      Option by the Holder, if the Company and CRT enter into an agreement (“Exchange
      Agreement”) pursuant to which they agree (subject to Section 6.4 above) that all
      outstanding Purchase Options will be exchanged for securities or cash or a
      combination of both, then the Holder shall agree to such exchange and become
      a
      party to the Exchange Agreement.

     

    {Remainder
      of this page left intentionally blank. Signature page to
      follow.}

    


    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ____ day of                ,
      2007.

     

    ADVANCED
      TECHNOLOGY ACQUISITON CORP.

     

    By:___________________________________________  

    Name:

    Title:

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Form
      to
      be used to exercise Purchase Option:

     

    Advanced
      Technology Acquisition Corp. 

    14
      A
      Achimeir Street

    Ramat
      Gan
      52587

    Israel

    


    Date:_________________,
      200__

     

    The
      undersigned hereby irrevocably elects to exercise all or a portion of the within
      Purchase Option and to purchase ____ Units of ADVANCED TECHNOLOGY ACQUISITION
      CORP. and hereby makes payment of $____________ (at the rate of $_________
      per
      Unit) in payment of the Exercise Price pursuant thereto. Please issue the Common
      Stock and Warrants as to which this Purchase Option is exercised in accordance
      with the instructions given below.

     

    _______________________________________

    Signature

     

    _______________________________________

    Signature
      Guaranteed

     

    


     

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

     

     

    
Name__________________________________________________________________________________________         
 

    (Print
      in
      Block Letters)

     

    
Address________________________________________________________________________________________        
 
 

     

    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Form
      to
      be used to assign Purchase Option:

     

    Advanced
      Technology Acquisition Corp. 

    14
      A
      Achimeir Street

    Ramat
      Gan
      52587

    Israel

    ASSIGNMENT

     

    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

     

    FOR
      VALUE
      RECEIVED,___________________________________________ does hereby sell, assign
      and transfer unto______________________________________ the right to purchase
      __________ Units of ADVANCED TECHNOLOGY ACQUISITION CORP. (“Company”) evidenced
      by the within Purchase Option and does hereby authorize the Company to transfer
      such right on the books of the Company.

     

    Dated:___________________,
      200_

     

     

    
       

      _______________________________________

      Signature

       

      _______________________________________

      Signature
        Guaranteed

    

     

    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.