Unassociated Document


    


    Execution
Copy

    


    Advanced
Technology Acquisition Corp.

    


    December
19, 2008

    


    Bioness
Inc.


    


    Re:
Bioness Inc. and Advanced Technology Acquisition Corp.

    


    Ladies
and Gentlemen:

    


    This
letter agreement (this “Agreement”) shall be effective
and irrevocable once executed by you.

    


    Subject
to the terms and conditions of this Agreement, each of Bioness and ATAC agreed
to, and have agreed to cause each of its respective subsidiaries to, take
certain actions (or not to take certain actions) in connection with the
consummation of the transactions contemplated by this Agreement.  Each
of Bioness and ATAC acknowledge to the other that the entry into, delivery of
and performance of this Agreement by us has been approved by our respective
boards of directors. In addition, (1) Mr. Alfred Mann has approved his personal
commitment in the Section entitled “Options to ATAC Shareholders and Trust
Arrangement” and (2) each of Ms. Liora Lev, Dr. Yehoshua Gleitman and Mr. Moshe
Bar-Niv have approved their personal commitment in the Section entitled
“Business Combination and Tender Offer.”

    


    In
consideration of the foregoing promises and the mutual agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to the
terms of this Agreement as set forth below.


    


    
      	
              Parties:

            	
              Advanced
      Technology Acquisition Corp. (“ATAC”), a Delaware
      corporation and Bioness Inc., a Delaware corporation (“Bioness”) (collectively,
      the “Parties”).

            


    

    


    ATAC is a
reporting American Stock Exchange listed company.  ATAC represents and
warrants that, as of the date hereof, the share capital of ATAC is currently
comprised of 54,390,625 shares of common stock (“Common Stock”) outstanding on
a fully-diluted basis, which are currently comprised of:

    


    26,953,125
shares of Common Stock;

    


    Warrants
for the purchase of 25,187,500 shares of Common Stock (the “Warrants,” which number
excludes the Warrants which are issuable upon exercise of the “Purchase Units”
(defined below)); and

    


    1,125,000
purchase units for the purchase of 1,125,000 shares of Common Stock and
1,125,000 Warrants (the “Purchase Units”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATAC
represents and warrants that (1) Schedule 1 accurately sets
forth the number of ATAC Warrants and shares of Common Stock owned by each
initial stockholder of ATAC or its transferee (each a “Founder” and collectively the
“Founders”) on the date
hereof the number and (2) the total number of shares of Common Stock owned as of
the date hereof by all Founders is 5,390,625 shares.

    


    Bioness
represents and warrants that, as of the date hereof, the share capital of
Bioness is currently comprised of:

    


    80,449,475
outstanding shares of Common Stock;

    


    Stock
options for the purchase of 10,941,902 shares of Common Stock, comprised as
follows (the “Bioness Stock
Options”):



    
      
        
          
            
              
                	
                        Exercise
      Price

                      	 	 	
                        Number
      of Options

                      	 
	$	0.90	        	 	 	793,252	 
	$	1.00	 	 	 	2,057,500	 
	$	1.75	 	 	 	5,123,800	 
	$	2.06	 	 	 	142,250	 
	$	2.30	 	 	
                        2,825,100;
      and

                      	 


              

            

          

           

        

      

    

    Warrants
for the purchase of 2,035,696 shares of Common Stock (all of which have an
exercise price of $1.03 per share).

    


    
      
        	
                Business
      Combination

              	
                 

              


      

    

    
      	
              and Tender
      Offer:

            	
              Bioness
      will merge with and into ATAC, and ATAC will be the surviving entity and
      will change its name to Bioness Inc. (the “Business
      Combination”).

            


    

    


    Following
the Business Combination, the business of Bioness will become the business of
the public company.

    


    100% of
the fully-diluted share capital of Bioness (including without limitation, all
outstanding shares of Common stock of Bioness, all Bioness stock options
(calculated on a cashless exercise basis) and warrants (not calculated on a
cashless basis) and any other “Equity Security” (as defined below) of Bioness
will be converted into Thirty-Two Million Three Hundred Forty-Three Thousand
Seven Hundred Fifty (32,343,750) shares of Common Stock of ATAC (the “Post Transaction Bioness
Shares”). All such securities will be duly registered with the SEC on an
S-4 Registration Statement, fully-transferable (to the extent permitted by
applicable law and regulation) and listed for trading on the American Stock
Exchange. Bioness
shall bear the costs and expenses related to the registration of the securities
issuable to it.

    
      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      



    Additionally,
the Founders set forth on Schedule
1 will transfer to the Company for no consideration that number of
currently outstanding shares opposite such Founder’s name, for an aggregate
transfer equal to One Million (1,000,000) shares of ATAC Common Stock (the
“Stock
Transfer”).  To evidence the Stock Transfer, each of the
Founders will deliver, prior to execution of the “Definitive Agreement” (defined
below), to the ATAC transfer agent (with a copy to Bioness) a stock power duly
executed by such Founder and a transfer instruction to transfer the shares to
ATAC at Closing (which stock power and transfer instruction are in form and
substance reasonably satisfactory to Bioness) (collectively, “Transfer Documents”), and to
return the Transfer Documents to the Founders for cancellation in the event of
termination of this Agreement (other than upon execution of the Definitive
Agreement), or in the event of termination of the Definitive Agreement, as the
case may be. Ms. Liora Lev, Dr. Yehoshua Gleitman and Mr. Moshe Bar-Niv each
hereby agree that in the event that any Founder fails to deliver Transfer
Documents for their transfer of shares to ATAC, then Ms. Lev, Dr. Gleitman and
Mr. Bar-Niv shall be jointly and severally responsible for any such shortfall
and shall transfer an extra number of their shares to make up for such shortfall
(i.e., so the total number of Founders shares transferred to ATAC at Closing for
cancellation is equal to 1 million shares).

     

    In
consideration of Alfred E. Mann’s establishment of the “Additional Trust”
(defined below), at the Closing, ATAC will issue to Mr. Mann 1,000,000 shares of
ATAC. Any
transfer agent fees, taxes and other liabilities incurred (1) by the Founders in
the Stock Transfer of such 1 million shares and (2) by ATAC in connection with
such issuance of shares to Mr. Mann, will be borne by Bioness.

    


    Except
for the Stock Transfer and as set forth in the immediately following paragraph,
the Founders will not sell, transfer, assign, pledge, exchange or otherwise
dispose of any of the Common Stock  held by them on the date hereof
prior to the 27-month anniversary of the consummation of the Business
Combination.  Bioness and ATAC will agree in the Definitive Agreement
on a lock-up arrangement of the Common Stock owned by all Founders, and it the
parties cannot agree on such an arrangement then either party may terminate this
Agreement with any liability to the other party.

    


    Each of
the Founders shall be permitted to sell an aggregate of twenty-two percent (22%)
of the shares held by them after giving effect to the Stock Transfer to ATAC at
Closing, provided however that the Founders shall not be permitted to sell such
shares (1) during the period commencing 18 months following the closing of the
Business Combination and ending 24 months following the closing of the Business
Combination or (2) it would require reporting such sale under Section 16 of the
Securities Exchange Act of 1934, as amended.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    The
Bioness Stock Options outstanding at Closing will be converted into stock
options of ATAC, with appropriate adjustment to the number of shares issuable
per option and the exercise price per share based on the merger conversion
ratio.  (For certainty, the parties agree that such the number of
stock options, calculated on a cashless exercise basis, and warrants will count
towards the Post Transaction Bioness Shares issuable at Closing to holders of
Bioness Common Stock.

    


    For
example:  if there is no exercise of conversion rights
by ATAC stockholders in connection with the stockholder vote on the Business
Combination, then and in such event (1) Thirty Million One Hundred Seventy-Five
Thousand Six Hundred Three (30,175,603) Post Transaction Bioness Shares will
actually be issued at Closing (i.e., such number is calculated by starting with
32,343,750 shares and subtracting 1,384,760 shares (for the cashless exercise
basis of all Bioness stock options) and subtracting 783,387  shares
(for the Bioness warrants)) and (2) all Bioness stock options and warrants will
be converted to 4,210,720 ATAC stock options and 783,387  ATAC stock
purchase warrants. (For certainty, the parties agree that if any ATAC warrants
are to be issued in connection with such conversion, the number of ATAC warrants
to be issued will be deducted on a one-for-one basis from the 32,343,750 Post
Transaction Bioness Shares otherwise issued at Closing to the Bioness
stockholders.)

    


    Bioness
shall take all corporate and other actions required to be taken by Bioness and
its shareholders (pursuant to law or contract) for the legal distribution of the
Post Transaction Bioness Shares among its shareholders, and Bioness shall be
solely liable in the event of any claim or demand by any shareholder of Bioness
with respect to the Post Transaction Bioness Shares.

    


    Bioness
agrees that it will pay the fees and expenses of ATAC incurred in connection
with this Agreement prior to, on or after the date hereof, up to the maximum
amount (in the aggregate) of $1 million (the “ATAC FEES”), provided such
fees do not include any amounts owing (or which become owing) under contingent
fee arrangements. Bioness’ payment of the ATAC Fees are in addition to the costs
and expenses which will be incurred by Bioness in connection with this Agreement
and the transactions contemplated hereby. ATAC and the Founders each agree that
they will use commercially reasonable best efforts to minimize all such ATAC
Fees.  Bioness’ payment of the ATAC Fees will not be contingent upon
the Closing of the Business Combination. Subject to the foregoing, Bioness will
make payment directly to the providers upon receipt of copies of invoices
therefor from the providers for services rendered. Notwithstanding the
foregoing, the total amount that Bioness will pay to ATAC with respect to costs
and expenses (including legal fees) incurred by ATAC until the date of this
Agreement shall not exceed (i) $50,000 if the Proxy Statement is not filed, and
(ii) $100,000 (including the $50,000 mentioned in item (i)), if the Proxy
Statement is filed. Such amounts shall be counted as part of the ATAC Fees.
Notwithstanding any other provision of this Agreement, the Bioness obligation to
pay the ATAC Fees shall survive termination of this Agreement for any reason; it
being understood that if this Agreement is terminated other than upon entering
into the Definitive Agreement, Bioness’ obligation will apply only to ATAC Fees
incurred prior to the termination of this Agreement (subject to the limitations
of this paragraph).

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    As soon
as practicable after the Definitive Agreement is executed by Bioness and ATAC,
Bioness (or an entity controlled by Bioness) shall commence a tender offer (the
“Tender Offer”) to
purchase all outstanding Warrants for Four Cents ($0.04) per Warrant. The Tender
Offer will expire on the later of the earliest date permitted by law or the
sixth (6th)
business day following the date the “Proxy Statement” (defined below) relating
to the Business Combination, in a form reasonably acceptable to Bioness and ATAC
and their respective counsels (and including all necessary financial
information), is filed with the U.S. Securities and Exchange Commission (“SEC”). It is a condition to
the Tender Offer that 100% of the outstanding Warrants shall be tendered and not
withdrawn. It is a condition to commencement of the Tender Offer that not later
than one (1) business day prior to Bioness’ announcing commencement of the
Tender Offer (1) the Purchase Units shall be canceled with the consent of the
holder thereof (for no payment or fee); and (2) all Warrants issued to the
Founders (the “Founder
Warrants”), which ATAC represents and warrants are listed on Schedule 1
hereto,  will be canceled with the consent of the holders thereof (for
no payment or fee). All Warrants purchased in the tender offer will be
terminated immediately following their purchase. Bioness’ obligation to
consummate the Business Combination is conditioned upon the satisfaction of the
foregoing conditions to the Tender Offer.  Ms. Liora Lev, Dr. Yehoshua
Gleitman and Mr. Moshe Bar-Niv each agree that they will use their commercially
reasonable best efforts (which include the obligation to expend funds) to cause
all of the Founders and the holder of the Purchase Units to enter into binding
agreements (in form and substance reasonably satisfactory to Bioness and its
counsel) within four (4) business days following the date of this Agreement, to
cancel their Founders Warrants and Purchase Units, respectively, effective one
business day prior to Bioness’ announcing the commencement of the Tender Offer
(the “Cancellation
Agreements”). If all such Cancellation Agreements are not entered into
and delivered to Bioness by such 4th
business day following the date hereof, then Bioness shall have the right in its
sole and absolute discretion to terminate this Agreement by delivery of written
notice to ATAC, and such termination shall be the sole remedy of
Bioness.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    For the
avoidance of doubt, all costs and expenses relating to the Tender Offer
(including transfer agent fees) will be deemed an expense of Bioness and will be
borne by Bioness (provided that Bioness will not be responsible for any legal
fees of ATAC’s counsel incurred in connection with the tender
offer).

    


    Each of
Bioness and Mr. Alfred Mann agrees and acknowledges that the termination of
Founders Warrants and the Purchase Units is made in consideration of the other
terms and conditions of this Agreement and in consideration of the undertakings
of Bioness and Mr. Alfred Mann hereunder.  ATAC agrees and
acknowledges that the guaranty and collateral to be provided by Mr. Mann is made
in consideration of the other terms and conditions of this Agreement and in
consideration of the undertakings of ATAC and each of Ms. Liora Lev, Dr.
Yehoshua Gleitman and Mr. Moshe Bar-Niv hereunder.

    


    Each
outstanding share of Common Stock of ATAC immediately prior to the Closing will
remain outstanding.

    


    In the
event that prior to the Closing any shares of ATAC will be redeemed by its
shareholders, the number of shares of Common Stock issuable to the Bioness’
shareholders will remain the same, and consequently, the percentage holding of
the Bioness’ shareholders in the surviving entity will increase.

    


    The
Bioness shareholders will be granted three demand and unlimited piggyback
registration rights.

    


    The
structure of the Business Combination is subject to tax, accounting and legal
considerations.

    


    Each of
ATAC and Bioness will make all necessary filings under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (“HSR”) with the Federal Trade Commission and
the Department of Justice within fifteen (15) business days following expiration
of the Tender Offer, and use its commercially reasonable best efforts (which
include the obligation to expend funds) to obtain HSR approval for the Business
Combination by May 30th,
2008.  Bioness will pay the costs and expenses of all such filings up
to $125,000 (and if such filing fees exceed such amount, ATAC and Bioness shall
each pay 50% of such excess).

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Options to
ATAC

    Shareholders and
Trust

    
      	
              Arrangement:

            	
              Each
      of the ATAC shareholders (i.e., the beneficial holder, not the record
      holder if the shares are held by a broker or otherwise) that both (1)
      purchased ATAC registered shares in the IPO (“IPO Shares”) or
      subsequently purchased (or otherwise received) such IPO shares on the
      American Stock Exchange (i.e., excluding the ATAC founders and
      underwriter, and their transferees, if any, and excluding the shareholders
      and other security holders of Bioness) and (2) vote in
      favor of the Business Combination and hold any such issued and outstanding
      IPO shares immediately following the Closing (i.e., excluding stockholders
      who voted against the Business Combination) shall be granted a
      non-transferable put option (the “Put Option”) to sell to
      ATAC each share of ATAC held by it immediately prior to the Closing at a
      price of $8.20 per share (as such number may be adjusted upon a stock
      split, stock dividend or any similar recapitalization event) (the “Repayment Price”) during
      a 30 day period commencing on the two (2) year anniversary of the Closing
      (the “Exercise
      Period”), as described below.  Notice of exercise will be
      provided by any holder of the Put Option during the period commencing on
      the Exercise Period and terminating thirty (30) days
      thereafter.

            


    

     

    For
securing the payment of the Repayment Price for all holders of the Put Option,
all available funds of ATAC (minus all transaction costs and expenses) on the
Closing date minus the Working Capital (defined below) will be deposited in
trust (the “Option
Trust”). (The Working Capital will be released to the surviving company
who shall deposit such funds in a segregated account and use them as necessary
for operations during the two years following Closing.) In addition, for
guarantying the payment of the Repayment Price for all holders of the Put
Option, at or prior to the Closing, Mr. Alfred Mann will establish a trust for
the benefit of the surviving entity (the “Additional Trust”) in such
amount equal to (x) the “Required Funds” (defined below) minus (y) the funds
deposited in the Option Trust. The Additional Trust shall be funded with
collateral which shall consist of publicly-traded securities with a market value
at the date of deposit equal to 125% of the amount required to be held in the
Additional Trust (the “Collateral”).

    


    If the
market value of the Collateral increases above the amount required to be held in
the Additional Trust, Mr. Mann may withdraw any such excess Collateral; and, if
the market value of the Collateral falls below such amount required to be held
in the Additional Trust, Mr. Mann will deposit additional Collateral in the
amount of such shortfall within three (3) business days thereafter.

    


    If
pursuant to the exercise of the Put Option, funds deposited in the Option Trust
are insufficient for full payment of the Repayment Price therefor (the “Shortfall”), then on the first
day following the Exercise Period ATAC shall provide written notice (the “Shortfall Notice”) to Mr. Mann
of such Shortfall.  Mr. Mann shall have five (5) business days
thereafter to notify ATAC that either: (1) Mr. Mann will fund the Additional
Trust with cash in the amount of the Shortfall by the 30th day
following the Exercise Period; or (2) ATAC (or the trustee of the Additional
Trust, as applicable) should sell that portion of the Collateral in the
Additional Trust over the next twenty-one (21) days as necessary to raise the
amount of the Shortfall, and if after selling such Collateral any Shortfall
remains then ATAC should immediately notify Mr. Mann in writing of any such
remaining Shortfall and Mr. Mann will fund the Additional Trust with cash in the
amount of any such remaining Shortfall by the 30th day
following the Exercise Period. If any such Exercise Price is paid with funds
from Mr. Mann or the Additional Trust, the shares so purchased with such funds
shall be delivered to and owned by Mr. Mann or his designee; and, shares
purchased by funds released from the Option Fund will be held by the surviving
entity. All remaining funds will be released from the Option Trust to the
Company, and from the Additional Trust to Mr. Mann, immediately following the
expiration of the Exercise Period.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Additionally,
at Closing, Mr. Mann shall deliver a personal guaranty, guarantying the payment
of the Shortfall.

    


    “Required Funds” means $8.20
multiplied by the number of shares subject to the Put Option.

    


    
      “Working Capital” means an
amount equal to $50 million as required for funding the surviving entity’s
operations, which shall be in addition to funds required for payment of all
debts and commitments outstanding on January 1, 2009 and for payment of all
transaction costs and expenses, which are estimated to be $12
million.

    

    


    
      
        	
                Board of
      Directors

              	
                 

              


      

    

    
      	
              & Shareholder
      Matters:

            	
              Each
      party’s obligation to close the Business Combination will be conditioned
      upon: (1) approval by its Board of Directors of the “Definitive Agreement”
      (defined below) (which approval shall be sought prior to the execution of
      such agreement) and (2) approval of the Business Combination by the
      required vote of its stockholders. The closing of the Business Combination
      is also conditioned upon (i) the approval by the Board of ATAC of the name
      change at Closing from ATAC to Bioness, and (ii) the appointment at
      Closing to the ATAC Board of Directors of those Directors who will be
      designated by Bioness (including the appointment of Alfred E. Mann as
      Chairman) and those that will be designated by ATAC, as mutually agreed in
      the Definitive Agreement. 

            


    

    


    
      	
              Due
      Diligence:

            	
              Each
      party will perform its own review and analysis of information each such
      party deems relevant for the Business
  Combination.

            


    

    


    
      	
              Expenses:

            	
              Each
      Party shall bear its own due diligence and other costs and out of pocket
      expenses (subject to Bioness’ agreement to pay certain ATAC
      Fees).  It is anticipated that ATAC’s counsel will draft the
      definitive documents and that Bioness’ counsel will review such documents.
      Bioness shall bear the costs and expenses incurred in connection with the
      preparation of the portions of the Proxy Statement (as defined below)
      relating to Bioness.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              Limitations:

            	
              During
      a period commencing upon the signing of this Agreement and ending on the
      earlier of the closing (the “Closing”) of the
      transactions contemplated hereby or the termination of this Agreement in
      accordance with its terms (the “Interim
      Period”):

            


    

    


    
      (a)           Neither
any of the Parties nor any of its or its subsidiaries’ directors, officers,
employees, agents, representatives or affiliates shall, directly or indirectly,
initiate, solicit or encourage any inquiries or the making of any proposal or
offer with respect to any sale or issuance of Equity Securities, sale of assets
(other than in the ordinary course of business), merger, business combination,
reorganization, recapitalization or similar business combination (whether in a
single transaction or series of transactions), in each case, involving such
Party or any of its subsidiaries (any such proposal or offer, an “Acquisition
Proposal”);

    

    


    (b)           Neither
any of the Parties nor any of its subsidiaries’ directors, officers, employees,
agents, representatives or affiliates shall, directly or indirectly, engage in
any negotiations concerning, or provide any confidential information or data to
or have any discussions with any other person relating to, an Acquisition
Proposal, as applicable, or otherwise facilitate any effort or attempt to make
or implement an Acquisition Proposal.  If any Party receives any
communication from a third party regarding a potential Acquisition Proposal,
such Party shall promptly notify the other Party; it being understood that if
any Party becomes aware of any such communication made to any of its affiliates,
such Party shall also be required to promptly notify the other
Party;

    


    (c)           The
Parties shall use their commercially reasonable best efforts (which include the
obligation to expend funds) to, and to cause each of their subsidiaries to,
carry on their and their respective businesses in the ordinary course and to (i)
preserve intact their and their respective present business organizations, (ii)
keep available the services of the Parties’ and their respective present
officers and key employees and (iii) preserve the Parties’ and their respective
relationships with all customers, suppliers, distributors, licensors, licensees
and others with whom you or they have business dealings, as applicable (except
in each case for (a) in the ordinary course of business, that such actions or
omissions are in the best interest of Bioness or (b) actions or omissions of
Bioness or any of its subsidiaries taken, resulting from or in response to the
current economic conditions and slowdown, provided that Bioness agrees to keep
ATAC reasonably informed of any such actions or omissions and provided, further,
that Bioness may not sell, transfer or otherwise dispose of any of its assets,
including without limitation, its intellectual property, other than in the
ordinary course of business). 

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (d)           Without
derogating from the generality of Section (c) above, neither Party shall, and
the Parties shall cause each of their subsidiaries not to, do any of the
following: (i) waive any Equity Security repurchase rights, accelerate, amend or
change the period of exercisability of options or restricted shares, or reprice
options granted under any employee, consultant, director or other share plans,
or authorize cash payments in exchange for any options granted under any of such
plans; (ii) declare, set aside or pay any dividends on or make any other
distributions (whether in cash, Equity Securities or property) in respect of any
Equity Securities or divide, combine or reclassify any Equity Securities or
issue or authorize the issuance of any Equity Securities in respect of, in lieu
of or in substitution for any other Equity Securities (except for possible
actions of Bioness relating to its outstanding stock purchase warrants provided
that any such action will not affect the deal structure described under Business
Combination above); (iii) purchase, redeem or otherwise acquire, directly or
indirectly, any Equity Securities (except for possible actions of Bioness
relating to its outstanding stock purchase warrants; provided that any such
action will not affect the deal structure described under Business Combination
above); (iv) issue, deliver, sell, authorize, pledge or otherwise encumber any
Equity Securities (except for possible actions of Bioness relating to its
outstanding stock purchase warrants; provided that any such action will not
affect the deal structure described under Business Combination above); (v) amend
any organizational documents; (vi) either (1) acquire by merging or
consolidating with, or by purchasing any Equity Securities in or a portion of
the assets of, or by any other manner, any business or any corporation,
partnership, association or other business organization or division thereof or
(2) enter into (A) any joint ventures, strategic partnerships or alliances or
(B) other arrangements that provide for exclusivity of territory or otherwise
restrict such party’s ability (or that of any of its subsidiaries) to compete or
to offer or sell any products or services (provided that the foregoing
provisions of this item (vi)(2)(B) shall not limit or affect whatsoever the
ability of Bioness or any of its subsidiaries to enter into any distribution or
similar arrangements in connection with its international expansion); (vii)
other than in the ordinary course of business, incur any Debt, issue or sell any
Debt-related securities or options, warrants, calls or other rights to acquire
any Debt-related securities; (viii) other than as generally arising or resulting
from the audit of Bioness' financial statements contemplated by this Agreement
(or as otherwise advised or recommended by its auditor or tax advisor), revalue
any assets or make any change in accounting methods, principles or practices
make, change or revoke any material Tax election, change any annual Tax
accounting period or adopt or change any method of Tax accounting, file any
amended Tax Returns or claims for Tax refunds, enter into any closing
agreements, settle any Tax claim, audit or assessment, or surrender any right to
claim a Tax refund, offset or other reduction in Tax liability; or (ix) agree in
writing or otherwise agree, commit or resolve to take, or take any action that
would reasonably be expected to give rise to an obligation to take, any of the
actions described in clauses (i) through (ix) above.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      
      

    

     

    
      	
              Definitions:

            	
              The
      defined terms set forth below have the meanings ascribed thereto as
      follows:

            


    

    


    (a)           “Debt”
means, as of any date or moment in time, with respect to any person and without
duplication, any long term liability or any indebtedness outstanding, secured or
unsecured, contingent or otherwise, which is for borrowed money (whether or not
the recourse of the lender is to the whole of the assets of such person or only
to a portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding any balances that constitute trade payables)
and shall also include, to the extent not otherwise included (i) any capital
lease obligations determined in accordance with U.S. GAAP, (ii) obligations of
persons other than such person secured by a lien to which the property or assets
owned or held by such person is subject, whether or not the obligation or
obligations secured thereby shall have been incurred or assumed by such person,
(iii) all indebtedness or long term liabilities of others of the types described
in the other clauses of this definition (including all dividends of other
persons) the payment of which is guaranteed, directly or indirectly, by such
person or that is otherwise its legal liability or which such person has agreed
to purchase or repurchase or in respect of which such person has agreed
contingently to supply or advance funds (whether or not such items would appear
upon the balance sheet of the guarantor), (iv) all obligations for the
reimbursement of any obligation or on any letter of credit, banker’s acceptance
or similar credit transaction, (v) the deferred or contingent purchase price of
assets, services or securities (including all liabilities under any deferred
compensation plan) and (vi) obligations under any currency or interest rate
swap, hedge or similar protection device of any such person.

    


    (b)           “Equity
Securities” means, with respect to any person (i) the capital stock,
shares, membership interests, partnership interests, voting interests, profits
interests, restricted stock, units or other forms of equity or other ownership
interests of such person, (ii) options, warrants, calls, rights to acquire or
other securities (including Debt-related securities) that are directly or
indirect convertible into, or exercisable or exchangeable for, any type of
Equity Security as described in the foregoing clause (i), and (iii) any
agreement or commitment to issue any of the foregoing.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c)           “Tax”
or “Taxes”
means (i) any and all federal, state, provincial, local, foreign and other
taxes, levies, fees, imposts, duties, and similar governmental charges
(including any interest, fines, assessments, penalties or additions to tax
imposed in connection therewith or with respect thereto) including (x) taxes
imposed on, or measured by, income, franchise, profits or gross receipts, and
(y) ad valorem, value added, capital gains, sales, goods and services, use, real
or personal property, capital stock, license, branch, payroll, estimated
withholding, employment, social security (or similar), unemployment,
compensation, utility, severance, production, excise, stamp, occupation,
premium, windfall profits, transfer and gains taxes, and customs duties, and
(ii) any transferee liability in respect of any items described in clause (i)
above.

    


    Notwithstanding
the foregoing, nothing in this Agreement shall preclude Bioness from issuing
stock options to purchase Bioness common stock pursuant to its existing stock
option plan or issuing shares of Common Stock under existing contractual
arrangements; provided that no such action will affect the deal structure
described under Business Combination above.

    


    
      
      

    

    
      
        	
                
                  Business
      Combination
Agreement;

              	
                 

              


      

    

    
      	
              Proxy
      Statement:

            	
              Immediately
      following the date of this Agreement, the parties hereto agree
      that:

            


    

    


    (a)           The
Parties will use their commercially reasonable best efforts (which include the
obligation to expend funds) to enter into, within 30 days following the date
hereof, a definitive Business Combination agreement (the “Definitive Agreement”), which
shall include the terms herein and shall also include customary representations,
warranties and covenants by Bioness and ATAC and customary closing
conditions.  Upon the parties’ execution of the Definitive Agreement,
this Agreement shall automatically terminate and be of no further force or
effect.

    


    (b)           If,
prior to execution of a Definitive Agreement, ATAC elects to prepare a proxy
statement of ATAC (together with all amendments and supplements thereto, the
“Proxy Statement”) to be
filed with the SEC, Bioness shall use its commercially reasonable best efforts
(which include the obligation to expend funds) to cooperate with ATAC in such
effort. 

    


    (c)           If,
prior to execution of a Definitive Agreement, ATAC elects to prepare a S-4
Registration Statement and/or any filing required to be made for the purpose of
consummating the Business Combination (together with all amendments and
supplements thereto, the “Registration Statement”),
Bioness shall use commercially reasonable best efforts (which include the
obligation to expend funds) to cooperate with ATAC in such effort.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (d)           Bioness
shall prepare, at its own expense, for inclusion in the Proxy Statement and/or
any Registration Statement, those sections or portions of the Proxy Statement
and/or Registration Statement relating to, or that otherwise describe, the
business and operations of Bioness and its subsidiaries (including all
historical and pro forma financial statements of Bioness and its subsidiaries
necessary for inclusion in the Proxy Statement and/or Registration Statement)
and the operations of the surviving entity following the Business Combination
(such sections or portions, the “Company Sections”); it being
understood that the information contained in any such Company Sections shall not
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they are made, not misleading;

    


    (e)           ATAC
shall prepare, at its own expense (subject to Bioness’ payment of the ATAC Fees
described above), the entirety of the Proxy Statement and/or Registration
Statement, other than
the Company Sections (including all historical financial statements of ATAC
necessary for inclusion in the Proxy Statement and/or Registration Statement)
(such sections or portions, the “ATAC Sections”); it being
understood that the information contained in any such ATAC Sections shall not
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they are made, not misleading;

    


    (f)           Each
of ATAC and Bioness shall use its commercially reasonable best efforts (which
include the obligation to expend funds) to complete the foregoing items (a) –
(d) in a time frame to permit the filing of the foregoing SEC filings by January
15, 2009;

    


    (g)           To
the extent required, ATAC and Bioness shall each use its respective commercially
reasonable best efforts (which include the obligation to expend funds) to cause
the Registration Statement to become effective as promptly as
practicable;

    


    (h)           Bioness
shall use its commercially reasonable best efforts (which include the obligation
to expend funds) to obtain as soon as practicable a Tax Ruling from the Israeli
Tax Authority that is reasonably satisfactory to Bioness for tax deferral
treatment for the receipt of ATAC shares by certain Bioness stockholders
(subject to conditions that may be required by the ITA); and

    


    (i)           Bioness
shall use its commercially reasonable best efforts (which include the obligation
to expend funds) to obtain as soon as practicable any necessary third party
consents under its “Licenses” or “VA Contract” (defined below) for the Business
Combination.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything expressed or implied in this Agreement to the contrary, (1) “commercially reasonable best
efforts” shall mean that with respect to a particular goal, a party will
act diligently and in good faith and undertake such efforts and expenditures as
are commercially reasonable under the circumstances; and (2) all references
herein to any obligation to spend funds shall mean and refer to an obligation to
spend an amount of funds that is commercially reasonable under the
circumstances.

    


    
      	
              Financial
      Statements:

            	
              Following
      the date of this Agreement, Bioness shall prepare, at its expense, the
      unaudited consolidated financial statements (including any related notes
      thereto) of Bioness and its subsidiaries for the nine month periods ended
      September 30, 2007 and September 30, 2008 or any additional unaudited
      consolidated “stub” financial statements (including any related notes
      thereto) required in connection with the preparation of the Proxy
      Statement or the Registration Statement (the “Unaudited Stub Financial
      Statements”) in accordance with U.S. generally accepted accounting
      principles (“U.S.
      GAAP”) and Regulation S-X, and shall use its commercially
      reasonable best efforts (which include the obligation to expend funds) to
      cause such statements to be available by January 14,
  2009.

            


    

    


    Additionally,
Bioness is in the process of having its auditor audit the consolidated financial
statements (including any related notes thereto) of Bioness and its subsidiaries
for the fiscal years ended December 31, 2005, December 31, 2006 and December 31,
2007, and Bioness shall use its commercially reasonable best efforts (which
include the obligation to expend funds) to cause such audit to be complete by
January 14, 2009. Bioness will also have its auditor audit the consolidated
financial statements (including any related notes thereto) of Bioness and its
subsidiaries for the fiscal year ended December 31, 2008 (when such statements
are prepared), and Bioness shall use its commercially reasonable best efforts
(which include the obligation to expend funds) to cause such audit to be
complete by January 14, 2009 (except that, in the case of the consolidated
financial statements for 2008, Bioness shall use its commercially reasonable
best efforts (which include the obligation to expend funds) to cause such audit
to be complete by March 1, 2009). (All of the foregoing audited financial
statements are referred to as the “Audited Financial
Statements.”) The Audited Financial Statements shall be prepared in
accordance with US GAAP and Regulation S-X. Bioness shall use its commercially
reasonable best efforts (which include the obligation to expend funds) to cause
its auditor provide an auditor’s consent that is customarily included in any
filing with the SEC that includes or incorporates by reference any of
the

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Audited
Financial Statements and/or the Unaudited Stub Financial Statements (including
the Proxy Statement and the Registration Statement).  In addition, in
connection with any SEC filing required to be made by ATAC containing the
Audited Financial Statements and/or the Unaudited Stub Financial Statements,
Bioness shall use its commercially reasonable best efforts (which include the
obligation to expend funds) to cause its auditor to provide assistance which is
customary under the circumstances, in connection with the Proxy Statement and
the Registration Statement. In addition, Bioness shall use its commercially
reasonable best efforts (which include the obligation to expend funds) to
prepare the pro forma financial statements with the assistance of its auditor in
compliance with Regulation S-X.

    


    
      	
              Required
      Information:

            	
              In
      connection with the preparation of any reasonably necessary filing, notice
      or application made by or on behalf of ATAC, ATAC and/or Bioness to any
      third party and/or any governmental entity in connection with the
      transactions contemplated by this Agreement (including any filings of
      Current Reports on Form 8-K pursuant to the Exchange Act), ATAC, on the
      one hand, and Bioness and each of its subsidiaries, on the other hand,
      shall, upon the request of the other, furnish the other with such
      information concerning themselves, their respective directors, officers
      and Equity Security holders, and such other matters as may be reasonably
      necessary or required by applicable
law

            


    

    


    Representations

    
      	
              and
      Warranties:

            	
              Each
      of the Parties hereby represents and warrants to the other Party as
      follows:

            


    

    


    (a)           Such
Party and each of its subsidiaries is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its and their respective
organization.  Such Party and each of its subsidiaries are not in
violation of its and their respective organizational documents.

    


    (b)           Subject
to receipt of approvals explicitly referred to herein (SEC and HSR matters
described above), (i) such Party has the full legal right, power and authority
to enter into, execute and deliver this Agreement and to perform its obligations
hereunder, and (ii) this
Agreement has been duly authorized, executed and delivered by such Party, and,
assuming the due authorization, execution and delivery by the other Parties, is
a legal, valid and binding obligation on such Party enforceable in accordance
with its terms.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (c)           Subject
to receipt of approvals explicitly referred to herein, (SEC and HSR matters
described above, and any necessary third party consents under Bioness licenses
(“Licenses”) with
Rehabtronics, Inc., Neurokinetics, Inc., or Bioness’ contract with the Veterans
Affairs Administration (“VA
Contract”) that require consent for assignment, which consents shall be
closing conditions to each party’s obligations under the Definitive Agreement)
such Party’s execution and performance of this Agreement do not and will not (i)
violate applicable law, (ii) result in a breach or constitute a default or
impair its rights, or give rise to rights of approval, termination, amendment,
acceleration, payment or cancellation, or result in any lien on any of such
Party or its subsidiaries’ assets, in each case, under any contract or (iii)
require the consent or approval of, or the provision of notice to, any
governmental entity or other third party.  

    


    
      	
              
                Indemnification for
      Third  

              

            	
               

            


    

    
      	
              Party
      Claims:

            	
              Each
      Party agrees to protect, defend, indemnify, and hold harmless the other
      Party and the other Party’s directors, officers and shareholders
      (including such Party and directors, officers and shareholders, each, an
      “Indemnified
      Person”) against and in respect of any claims brought by third
      parties (who are not “Affiliates” of such Indemnified Person) against such
      Indemnified Person (and all loss, liability, deficiency, damage, cost, or
      expense, or actions in respect thereof (including reasonable legal fees
      and expenses) (“Damages”)), where such
      Damages arise from (1) in the case of Bioness as the indemnifying party,
      the information contained in the Company Sections containing any untrue
      statement of a material fact or omitting to state any material fact
      necessary to make the statements therein, in light of the circumstances
      under which they are made, not misleading and (2) in the case of ATAC as
      the indemnifying party, the information contained in the ATAC Sections
      containing any untrue statement of a material fact or omitting to state
      any material fact necessary to make the statements therein, in light of
      the circumstances under which they are made, not misleading (provided that
      such indemnifying party shall not be liable hereunder to the extent that
      any Damage is determined to have resulted from the Indemnified Person’s
      bad faith or gross negligence).  For purposes of this provision,
      an “Affiliate” of a person or entity (collectively, a “Person”) is: (a) any
      other Person which, directly or indirectly, is in control of, is
      controlled by, or is under common control with, such Person or (b) any
      Person who is a director, officer, member, manager or partner of such
      Person, (or of any Person described in the preceding clause (a) above),
      provided that “Affiliates” does not include shareholders of such
      Person.  For purposes of this definition, "control" of a Person
      means the power, directly or indirectly, either to vote 10% or more of the
      securities of such Person or direct or cause the direction of the
      management and policies of such Person whether by contract or
      otherwise.  In the case of a living person, the immediate family
      members (and any entities any of them may control) shall be Affiliates of
      such living person.

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Promptly
after receipt by the Indemnified Person, of a notice of the commencement of any
action, proceeding, or investigation (“Proceeding”) in respect of
which indemnity may be sought as provided above, such party (the “Indemnitee”) shall notify the
Party from whom indemnification is claimed (also referred to herein as the
“Indemnitor”); provided
that any delay in so notifying the Indemnitor shall not constitute a waiver by
such Indemnitee of, or otherwise affect, his or her right hereunder except to
the extent that any such delay results in a prejudice to or negative impact on
the defenses available to the Indemnitor in defending the Proceeding. The
Indemnitor shall be entitled to assume the defense of the Indemnitee with
counsel chosen by Indemnitor and reasonably satisfactory to such Indemnitee
(which approval by Indemnitee shall not be unreasonably withheld, delayed or
conditioned), and the reasonable fees and expenses of such counsel shall be at
the sole cost and expense of the Indemnitor.  If the Indemnitor
advises the Indemnitee in writing that it is assuming the defense of such
Proceeding and responsibility for any judgments or settlements resulting
therefrom, notwithstanding the assumption of the defense of any such Proceeding
by the Indemnitor, the Indemnitee shall have the right to employ separate
counsel at the sole cost and expense of Indemnitee and to monitor the defense of
such Proceeding; provided, however, that the Indemnitor shall bear the
reasonable fees, costs and expenses of such separate counsel to such Indemnitee
only if: (i) the Indemnitor shall have agreed in writing to the retention of
such separate counsel, or (ii) the Indemnitee’s counsel shall have
reasonably concluded that representation of such Indemnitee and the Indemnitor
by the same counsel would be inappropriate due to actual conflict of interests
between them in the conduct of the defense of such Proceeding, or (iii) the
Indemnitor shall have failed to employ counsel reasonably satisfactory to such
Indemnitee within a reasonable period of time after written notice of the
institution of such Proceeding. In no event, however, shall the Indemnitor be
liable for the fees and expenses of more than one such counsel for all of the
Indemnitees in respect of any Proceeding. If the Indemnitee retains separate
counsel in cases other than as described in clauses (i), (ii) or (iii) above,
such counsel shall be retained at the expense of the Indemnitee.  The
Indemnitee will cooperate with the Indemnitor, for no charge or fee, in the
defense of any Proceeding for which the Indemnitor assumes the defense. The
Indemnitor shall not be liable for the settlement by the Indemnitee of any
Proceeding effected without the written consent of Indemnitor, which consent
shall not be unreasonably withheld.

    


    
      	
              Termination:

            	
              This
      Agreement may be terminated at any time prior to the
    Closing:

            


    

    


    (a)           By
Bioness if all of the Cancellation Agreements are not entered into and delivered
to Bioness by the fourth (4th)
business day following the date of this Agreement (provided that such right to
terminate pursuant to this clause (a) shall terminate on the thirty-fifth
(35th) day
following the date of this Agreement;

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b)           By
the mutual consent of ATAC and Bioness if at any time after the date of this
Agreement, both Bioness and ATAC conclude in their good faith business judgment
that it is not likely that both (1) the holders (i.e., including the prospective
holders) of a majority of the IPO Shares will vote in favor of the Business
Combination and (2) the holders (i.e., including the prospective holders) of no
more than 39.99% of the IPO Shares will exercise their conversion rights in
connection with such vote;

    


    (c)           By
either Party if the transactions contemplated hereby shall not have been
consummated by June 22, 2009;

    


    (d)           By
either Party, if (a) (i) the ATAC Board of Directors does not approve the
Definitive Agreement prior to entering into the Definitive Agreement; it being
understood that such approval of the ATAC Board of Directors is subject to
(among other things) obtaining a fairness opinion with respect to the Business
Combination, or (ii) the shareholders of ATAC do not approve the Business
Combination in accordance with ATAC’s constitutive documents (which requires (1)
an approval by the holders of a majority of the IPO Shares and (2) that the
holders of no more than 39.99% of the IPO Shares exercise their conversion
rights in connection with such vote) or (b)(i) the Bioness Board of Directors
does not approve the Definitive Agreement prior to entering into the Definitive
Agreement; it being understood that such approval of the Bioness Board of
Directors is subject to (among other things) obtaining a fairness opinion with
respect to the Business Combination,  or (ii) the stockholders of
Bioness do not approve the  Business Combination.

    


    (e)           By
either Party if (a) the conditions to the Tender Offer are not satisfied and are
not waived by Bioness (provided that such right to terminate pursuant to this
item (c) shall terminate on the thirty-first (31st) day
following the date on which the Tender Offer expired), (b) if any event or
condition exists that would make it impossible to complete the transaction in
light of the notice period required before ATAC can have its stockholders
meeting and vote on the Business Combination or (c) in addition to and not
limitation of the preceding item (b), if any third party and regulatory consents
and approvals required for the consummation of the transactions contemplated
hereby, in each case, which are explicitly referred to hereunder, are not
obtained by June 22, 2009.

    


    (f)           by
ATAC, upon (i) a failure of Bioness’ representations and warranties to be true
and correct in all material respects or (ii) a material breach by Bioness of any
of its representations, warranties, covenants or agreements set forth in this
Agreement (in each case, which failure or breach has not been remedied by
Bioness within 20 days following written notice from
ATAC);  

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (g)           by
Bioness, upon (i) a failure of ATAC’s representations and warranties to be true
and correct in all material respects or (ii) a material breach by ATAC of any of
its covenants or agreements set forth in this Agreement (in each case, which
failure or breach has not been remedied by ATAC within 20 days following written
notice from ATAC);

    


    (h)           (1)
by ATAC, if it discovers in the course of its due diligence examination,
information which is inconsistent with the information provided by Bioness to
ATAC prior to the date of this Agreement and (2) by Bioness, if it discovers in
the course of its due diligence examination, information which is inconsistent
with the information provided by ATAC to Bioness prior to the date of this
Agreement; and

    


    (i)           By
either Party if prior to the Closing, a statute, rule, regulation, order,
injunction or decree will have been enacted, entered, promulgated or enforced by
any governmental authority which prohibits, restricts in any material manner or
makes illegal the consummation of the transactions contemplated by this
Agreement.

    


    In the
event of any termination of this Agreement pursuant to this “Termination”
section, there
shall be no liability or obligation on the part of ATAC or Bioness, except with
respect to any liabilities or damages incurred or suffered by a party as a
result of any breach of this Agreement by the other party (but only for a breach
for which the non-breaching party has given written notice of breach to the
other party and which breach has not been cured within 30 days after such
receipt of such written notice).

    


    
      	
              Governing
      Law:

            	
              This
      Agreement shall be governed by and construed in accordance with the law of
      the State of Delaware, without giving effect to any choice or conflict of
      law provision or rule (whether of the State of Delaware or any other
      jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of Delaware.


            


    

    


    
      	
              Remedies:

            	
              The
      parties hereto agree that irreparable damage would occur in the event that
      any of the provisions of this Agreement were not performed in accordance
      with their specific terms or were otherwise breached.  It is
      accordingly agreed that the parties shall be entitled to seek an
      injunction or injunctions to prevent breaches of this Agreement and to
      enforce specifically the terms and provisions hereof in any court of the
      United States or any State having
jurisdiction.

            


    

    


    
      	
              Assignment:

            	
              No
      Party may assign either this Agreement or any of its rights, interests or
      obligations hereunder without the prior written approval of the other
      Party.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              
                Jurisdiction; 
      

              

            	
               

            


    

    
      	
              Waiver of Jury
      Trial:

            	
              Each
      of the Parties agrees to enforce the terms of this Agreement exclusively
      in the Court of Chancery in the State of New York or if (but only if) that
      court does not have subject matter jurisdiction over such action or legal
      proceeding, in the U.S. Federal Courts sitting in
      Delaware.  Each of the parties hereto irrevocably waives any and
      all rights to trial by jury in any legal proceeding arising out of or
      relating to this Agreement or the transactions contemplated by this
      Agreement. In any action or suit to enforce any right or remedy under
      this Agreement or to interpret any provision of this Agreement, the
      prevailing Party shall be entitled to recover its costs with interest,
      including reasonable attorneys’ fees and court
  costs.

            


    

    


    
      	
              Notices:

            	
              Notices
      to any Party hereto shall be delivered to the address, facsimile number or
      electronic mail address applicable to such party as set forth on Exhibit A
      attached hereto.

            


    

    
      	
               
      

            	 


    

    
      	
              Counterparts:

            	
              This
      Agreement may be executed in counterparts, with all such counterparts
      together constituting one instrument. This Agreement may be executed and
      delivered by facsimile or electronic mail which shall constitute an
      original signature.

            


    

    


    
      	
              Waivers:

            	
              Concurrently
      with the execution of this Agreement, each of Bioness and Mr. Alfred Mann
      will execute and deliver to ATAC the waivers attached hereto as Exhibit B and
      Exhibit
      C.

            


    

    


    
       
[Signature
page follows]

    

    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

     

    Execution
Copy

    If this
letter accurately reflects our understanding, please execute below.

    
       

      
        
          
            
              
                
                  	
                          Yours
      very truly,

                        
	 
	
                          Advanced
      Technology Acquisition Corp.

                        
	 
      	 
      
	
                          By:

                        	 
      
	
                          Name:

                        
	
                          Title:

                        


                

              

            

          

        

      

      


       

      Agreed
and accepted:

       

      
        
          
            	
                    Bioness
      Inc.

                  
	 
      	 
      
	
                    By:

                  	
                     

                  
	
                    Name:

                  
	
                    Title:

                  


          

        

      

      


      Agreed to
re his commitment in “Options to

      ATAC
Shareholders and Trust Arrangement:”

      


      
        
          
            	
                     

                  
	
                    Alfred
      E. Mann

                  


          

        

      

      


      
        Agreed to
re his/her commitment in

      

      
        “Business
Combination and Tender Offer:”

      

      


      
        
          
            	
                     

                  
	
                    Liora
      Lev

                  


          

        

      

      


      
        
          
            	
                     

                  
	
                    Dr.
      Yehoshua Gleitman

                  


          

        

      

       

      
        
          
            	 
	
                    Moshe
      Bar-Niv

                  


          

        

      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
A

    NOTICE
INFORMATION

    


    If
to ATAC:

    


    Dr.
Yehoshua Gleitman

    Advanced
Technology Acquisition Corp.

    264
Pinkas Street

    Tel
Aviv  62157

    Israel

    


    Moshe
Bar-Niv

    11, Harav
Yosef Chaim St.

    P.O.Box
01208

    Mevaseret
Zion  90805

    Israel

    


    Liora
Lev

    21 Itzhar
St

    Ramat
Hasharon

    Israel


    


    with a
copy to:

    


    Yuval
Tal

    Proskauer
Rose LLP

    1585
Broadway

    New York,
N.Y. 10036-8299

    USA

    


    and
to:

    


    Gail
Etzion

    M. Firon
& Co.

    Advocates
and Notaries

    16 Abba
Hillel Silver Road

    P.O.B.
3381

    Ramat Gan
52136, Israel

    


    If
to Bioness:

    


    Yitzhak
Zilberman

    Bioness
Inc.

    25103 Rye
Canyon Loop

    Valencia,
CA  91355

    USA

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    with a
copy to:

    


    Mark
Lindon

    Bioness
Inc.

    25103 Rye
Canyon Loop

    Valencia,
CA  91355

    USA

     

    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    FORM
OF TRUST CLAIM WAIVER LETTER

    


    December
19, 2008


     

    Advanced
Technology Acquisition Corp.

    14 A
Achimeir Street

    Ramat
Gan  52587

    Israel

     

    Ladies
and Gentlemen:

     

    We
acknowledge that Advanced Technology Acquisition Corp. (the “Company”) has
established a trust account for the benefit of the Advanced Technology
Acquisition Corp.’s public stockholders in connection with its initial public
offering of 21.5625 million Units at Wachovia Securities, maintained by
Continental Stock Transfer & Trust Company acting as trustee (the “Trust
Account”).

    


    For and
in consideration of the Company agreeing to enter to the letter agreement dated
December 19, 2008 with us with respect to a certain business combination, to
which this Trust Claim Waiver Letter is attached as Exhibit B, we hereby agree
that we do not have any right, title, interest or claim of any kind in or to any
monies in the Trust Account (“Claim”) and hereby
waive any Claim we may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with the Company and will not seek
recourse against the Trust Account for any reason
whatsoever.



    
      
        
          
            
              
                
                  	
                          Yours
      very truly,

                        
	 
	
                          BIONESS
      INC.

                        
	 
      	 
      
	
                          By:

                        	 
      
	 
      	
                          Yitzhak
      Zilberman,
President

                        


                

              

            

          

        

      

    

     

    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

     

    FORM
OF TRUST CLAIM WAIVER LETTER

    


    December
19, 2008


     

    Advanced
Technology Acquisition Corp.

    14 A
Achimeir Street

    Ramat
Gan  52587

    Israel

     

    Ladies
and Gentlemen:

     

    I
acknowledge that Advanced Technology Acquisition Corp. (the “Company”) has
established a trust account for the benefit of the Advanced Technology
Acquisition Corp.’s public stockholders in connection with its initial public
offering of 21.5625 million Units at Wachovia Securities, maintained by
Continental Stock Transfer & Trust Company acting as trustee (the “Trust
Account”).

    


    For and
in consideration of the Company agreeing to enter to the letter agreement dated
December 19, 2008 with me with respect to a certain business combination, to
which this Trust Claim Waiver Letter is attached as Exhibit C, I hereby agree
that I do not have any right, title, interest or claim of any kind in or to any
monies in the Trust Account (“Claim”) and hereby
waive any Claim I may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with the Company and will not seek
recourse against the Trust Account for any reason
whatsoever.



    
      
        
          
            	
                    Yours
      very truly,

                  
	 
      
	
                    Alfred
      Mann

                  


          

        

      

    

    


    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
1

    


    
      LISTING
OF HOLDERS OF ALL FOUNDERS WARRANTS

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Founder

                                                	 	
                                                  #

                                                  Warrants 

                                                   owned

                                                	 	 	
                                                  #

                                                  Shares

                                                  owned

                                                	 	 	
                                                  #

                                                  subject to 

                                                   Stock Transfer

                                                	 	 	
                                                  22% of balance 
       

                                                  post-Stock Transfer

                                                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  M.O.T.A.
      Holdings Ltd.

                                                	 	 	708,334	 	 	 	1,461,042	 	 	 	296,333	 	 	 	256,236	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  FSGL
      Holdings Ltd.

                                                	 	 	708,333	 	 	 	1,461,042	 	 	 	296,334	 	 	 	256,236	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  OLEV
      Holdings Ltd.

                                                	 	 	708,333	 	 	 	1,461,041	 	 	 	296,333	 	 	 	256,236	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  Shrem,
      Fudim, Kelner – Technologies Ltd.

                                                	 	 	933,333	 	 	 	583,333	 	 	 	66,667	 	 	 	113,667	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  Shrem,
      Fudim, Kelner & Co. Ltd.

                                                	 	 	466,667	 	 	 	291,667	 	 	 	33,333	 	 	 	56,833	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  Elisha
      Yanay

                                                	 	 	100,000	 	 	 	82,500	 	 	 	11,000	 	 	 	15,730	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  Avigdor
      Kaplan

                                                	 	 	N/A	 	 	 	20,000	 	 	 	N/A	 	 	 	4,400	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  Ido
      Bahbut

                                                	 	 	N/A	 	 	 	15,000	 	 	 	N/A	 	 	 	3,300	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                  Josef
      Neuhaus Ltd

                                                	 	 	N/A	 	 	 	15,000	 	 	 	N/A	 	 	 	3,300	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	3,625,000i	 	 	 	5,390,625	 	 	 	1,000,000	 	 	 	965,938	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        

      

    

    
      i Includes
500,000 warrants which are pledged and held in escrow.

    

    


    
      
        
           


        

        
          26