EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: Israel Technology Acquisition Corp., a Delaware corporation (the "Company"); and the...Registration Rights Agreement • March 15th, 2005 • Israel Technology Acquisition Corp. • New York
A.F. Services Ltd. 23 Karlibach St. Tel Aviv 67132 Israel Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the...Service Agreement • March 15th, 2005 • Israel Technology Acquisition Corp.
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2005 • Israel Technology Acquisition Corp. • Blank checks • New York
EXHIBIT 4.5 WARRANT AGREEMENT Agreement made as of _____________, 2005 between Israel Technology Acquisition Corp., a Delaware corporation, with offices at 23 Karlibach St., Tel Aviv 67132, Israel ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • June 10th, 2005 • Israel Technology Acquisition Corp. • Blank checks • New York
As of March 9, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: ISRAEL TECHNOLOGY ACQUISITION CORP. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Israel...Warrant Purchase Agreement • April 27th, 2005 • Israel Technology Acquisition Corp. • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Israel Technology Acquisition Corp. ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
EXHIBIT 10.5 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2005 by and between Israel Technology Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • April 27th, 2005 • Israel Technology Acquisition Corp. • Blank checks • New York
EXHIBIT 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), by and among ISRAEL TECHNOLOGY ACQUISITION CORP., a Delaware corporation ("Company"), ISRAEL FRIEDER, GLEN SHEAR, DAEL SCHNIDER and VICTOR HALPERT...Stock Escrow Agreement • April 27th, 2005 • Israel Technology Acquisition Corp. • Blank checks • New York
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,...Purchase Option Agreement • November 13th, 2006 • Israel Technology Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY ISRAEL TECHNOLOGY ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR JULY 12, 2006. VOID AFTER 5:00 P.M. EASTERN TIME, JULY 11, 2010.
OFPurchase Option Agreement • April 27th, 2005 • Israel Technology Acquisition Corp. • Blank checks • New York
EXHIBIT 10.11Waiver of Conversion Rights • July 20th, 2005 • Israel Technology Acquisition Corp. • Blank checks
Each of the undersigned hereby waives his right to exercise conversion rights with respect to any shares of the Company's common stock owned by the undersigned, directly or indirectly, and agrees that he will not seek conversion with respect to such shares in connection with any vote to approve a business combination (as is more fully described in the Company's Prospectus dated July 12, 2005).
November 14, 2007Loan Agreement • July 9th, 2008 • IXI Mobile, Inc. • Communications services, nec • Delaware
Reference is hereby made to that certain Letter Agreement entered into between us on March 28, 2007 (the "March '07 Loan Agreement") pursuant to which you have agreed to lend IXI Mobile, Inc., a Delaware corporation (the "Company") an aggregate total principal amount of up to $ US$2,000,000 (the "March '07 Loan"). Such loan was guaranteed by IXI Mobile (R&D) Ltd., an Israeli limited liability company and the Company's wholly owned subsidiary (the "Subsidiary").
HOSTED SERVICES AGREEMENTHosted Services Agreement • August 7th, 2009 • IXI Mobile, Inc. • Communications services, nec
This Hosted Services Agreement (the “Agreement”) is made and entered into as of October __, 2005 (the “Effective Date”), by and between IXI Mobile (R&D) Ltd., an Israeli corporation, with its office at 17 HaTidhar Street, Ra’anana, Israel 43665 (“IXI”) and Followap Inc, a Delaware corporation with its registered office at 6701 Democracy Boulevard, Suite 300, Bethesda MD 20817, USA (“Provider”).
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • September 15th, 2006 • Israel Technology Acquisition Corp. • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated September 14, 2006, is to the Warrant Agreement, dated as of July 12, 2005 (the “Warrant Agreement”), by and between Israel Technology Acquisition Corp., a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
FIRST AMENDMENT TO THE MSN MOBILE SERVICES RESELLER AGREEMENTMSN Mobile Services Reseller Agreement • August 7th, 2009 • IXI Mobile, Inc. • Communications services, nec
This First Amendment (the “First Amendment”) to the MSN Mobile Services Reseller Agreement by and between IXI Mobile (R&D) Ltd. ("Company") and Microsoft Corporation, a ("Microsoft") dated September 27, 2005 (the “Agreement”) is entered into as of the later of the two signature dates below ("First Amendment Effective Date").
LOAN AGREEMENT Dated June 19, 2006 by and among AND THE LENDERS NAMED HEREINLoan Agreement • July 25th, 2006 • Israel Technology Acquisition Corp. • Blank checks • New York
THIS LOAN AGREEMENT (the “Agreement”) is made and entered into as of June 19, 2006, by and among IXI MOBILE (R&D) LTD., an Israeli limited liability company, (the “Company”), IXI MOBILE, INC., a Delaware corporation (the “Parent Guarantor”) and each of the Persons named in the Schedule of Lenders attached hereto as Schedule I (each a “Lender” and collectively, the “Lenders”).
Amendment No. 2 to the Cooperation Agreement of December 15, 2005 (the “Agreement”) betweenCooperation Agreement • August 7th, 2009 • IXI Mobile, Inc. • Communications services, nec
Except as expressly stated otherwise herein, the Cooperation Agreement dated December 15, 2005 shall remain in full force and effect.
Commercial AgreementCommercial Agreement • August 7th, 2009 • IXI Mobile, Inc. • Communications services, nec
Swisscom Mobile AG Purchasing & Handset Management CH-3050 Berne / Switzerland Created in: Printed in: Created by: May 2004 Wednesday, 23 Jun 2004 Handset Sourcing Team
ICQ MOBILE DEVELOPER PROGRAM AGREEMENT (OMA IMPS Version)Icq Mobile Developer Program Agreement • August 7th, 2009 • IXI Mobile, Inc. • Communications services, nec • Virginia
This ICQ mobile development program Agreement (the “Agreement”) is made as of November __, 2006 (the “Effective Date”) by and between ICQ, Inc., a Delaware corporation with its principal offices and place of business at 22000 AOL Way, Dulles, Virginia 20166 (“ICQ”) and IXI Mobile (R&D) Ltd., an Israeli corporation, with its principal office and place of business at 17 Ha’Tidhar St. Ra’anana, Israel, (“IXI ”) (each of ICQ and IXI, a “Party” and collectively the “Parties”).
OPERATIONS & INFRASTRUCTURE SERVICE LEVEL AGREEMENTService Level Agreement • August 7th, 2009 • IXI Mobile, Inc. • Communications services, nec
This Service Level Agreement (“SLA”) sets forth the terms agreed to between ICQ and IXI with respect to the basic level of service that ICQ and IXI will provide in order to support the delivery of ICQ services to End Users contemplated in the Agreement. ICQ and IXI have reached mutual agreement in the following areas:
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New...Selected Dealers Agreement • April 27th, 2005 • Israel Technology Acquisition Corp. • Blank checks • New York
Frame AgreementFrame Agreement • August 7th, 2009 • IXI Mobile, Inc. • Communications services, nec
And IXI MOBILE (EUROPE) LTD 37 Broadhurst Gardens London NW6 3WT United Kingdom as Supplier hereinafter referred to as „Supplier”
MSN Mobile Services Reseller Agreement Agreement Number:MSN Mobile Services Reseller Agreement • August 7th, 2009 • IXI Mobile, Inc. • Communications services, nec • Washington
This Agreement consists of this cover page, the enclosed Terms and Conditions, Exhibits, and any addenda or amendments entered into in writing under this Agreement, as well as any Service Schedules executed by the Parties at any time hereunder. These documents form the entire agreement between Company and and supersede all prior and contemporaneous communications, agreements or contracts, whether oral or written, concerning the subject matter hereof, and no agreements or understandings varying or extending this Agreement, shall be binding upon any Party hereto unless agreed to in writing and signed by a duly authorized officer or representative thereof.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG ISRAEL TECHNOLOGY ACQUISITION CORP. AND THE STOCKHOLDERS LISTED ON SCHEDULE A HERETO DATED AS OF _____________ ____, 2006Registration Rights Agreement • March 1st, 2006 • Israel Technology Acquisition Corp. • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _____ __, 2006, by and among Israel Technology Acquisition Corp., a Delaware corporation (“Parent”) and the stockholders listed on Schedule A hereto (the “Stockholders”) (as herein defined).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 29th, 2008 • IXI Mobile, Inc. • Communications services, nec
This SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into on and as of this 24 day of December, 2008, by and among (i) IXI MOBILE, INC., a corporation organized under the laws of the State of Delaware (the “Company”); (ii) the shareholders listed on Schedule A attached hereto (each a "Seller" and together the “Sellers”); and (iii) RUNCOM TECHNOLOGIES LTD., of 11 Moshe Levi Street, Rishon Lezion 75658, Israel, a company organized under the laws of the State of Israel (the “Purchaser”).
SECOND AMENDMENT TO LETTER AGREEMENT DATED JUNE 19, 2006Letter Agreement • March 31st, 2008 • IXI Mobile, Inc. • Communications services, nec
This Second Amendment to Letter Agreement (this “Amendment”), is made and entered into as of March 28, 2006, by and among IXI MOBILE (R&D) LTD., an Israeli limited liability company, (the “Subsidiary”), IXI MOBILE, INC., a Delaware corporation (the “Parent”), GEMINI ISRAEL III LIMITED PARTNERSHIP, GEMINI ISRAEL III PARALLEL FUND LIMITED PARTNERSHIP, GEMINI ISRAEL III OVERFLOW FUND LIMITED PARTNERSHIP, GEMINI PARTNER INVESTORS LIMITED PARTNERSHIP (collectively, "Gemini"). The parties hereby agree as follows:
October 25, 2007Letter Agreement • October 29th, 2007 • IXI Mobile, Inc. • Communications services, nec • Delaware
Reference is hereby made to that certain Letter Agreement (as amended) entered into between us on June 19, 2006 (the "June '06 Letter Agreement") providing for the extension by you of a guaranty previously provided by you to Bank Leumi Le’Israel Ltd. (the "Bank") to secure the obligations of IXI Mobile (R&D) Ltd. ("Subsidiary") in connection with that certain line of credit (the "LOC") and loan (the "Loan") obtained by the Subsidiary from the Bank in the aggregate principal commitment amount of $8,000,000.
Amendment No. 6 to the Cooperation Agreement of [*] (the “Agreement”)Cooperation Agreement • July 30th, 2007 • IXI Mobile, Inc. • Communications services, nec
This Sixth Amendment to that certain Cooperation Agreement dated as of [*] (this “Amendment”), is made and entered retroactive into as of [*]. The parties hereby agree as follows:
ADDENDUM NO.3 TO THE COOPERATION AGREEMENT BETWEENCooperation Agreement • July 30th, 2007 • IXI Mobile, Inc. • Communications services, nec
This Addendum No.3 to the Cooperation Agreement of [*] (this "Addendum") is made and entered into as of [*] (the "Effective Date"), by and between IXI Mobile (R&D) Ltd., an Israeli company (the “Company”) and [*], a [*] company ("Distributor").
Addendum to Employment AgreementEmployment Agreement • March 1st, 2006 • Israel Technology Acquisition Corp. • Blank checks
This Addendum dated February 28, 2006, to the Employment Agreement by and between IXI Mobile, Inc., a Delaware corporation (the “Corporation”) and Amit Haller (“Employee”) effective as of March 1, 2001 as amended on June 1, 2001 (“Addendum 1”) and as of January 1, 2006 (“Addendum 2”) (the “Employment Agreement”) is entered into by and between Company and Employee (the “Addendum”).
Amendment No. 2 to the Cooperation Agreement of [*] (the “Agreement”)Cooperation Agreement • July 30th, 2007 • IXI Mobile, Inc. • Communications services, nec
Second Amendment to Amended and Restated Personal Employment AgreementPersonal Employment Agreement • February 5th, 2008 • IXI Mobile, Inc. • Communications services, nec
This Second Amendment ("Second Amendment:") to the Amended and Restated Personal Employment Agreement dated as of June 5, 2007, as amended, ("Agreement") is entered into on January 30, 2008 by and between IXI Mobile (R&D) Ltd., a company organized under the laws of the State of Israel, having its principal office at 17 Ha’Tidhar Str. Raanana (the "Company") and Gadi Meroz, 1 Nataf St. Ramat - Hasharon, 47226 (“You” or the "Employee").
AGREEMENT AND PLAN OF MERGER BY AND AMONG ISRAEL TECHNOLOGY ACQUISITION CORP., IXI MOBILE, INC., AND ITAC ACQUISITION SUBSIDIARY CORP. DATED AS OF FEBRUARY 28, 2006Merger Agreement • November 13th, 2006 • Israel Technology Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 28, 2006, by and among Israel Technology Acquisition Corp., a Delaware corporation (“Parent”), ITAC Acquisition Subsidiary Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and IXI Mobile, Inc., a Delaware corporation (“Company”).
FIRST AMENDMENT TO LETTER AGREEMENTLetter Agreement • December 26th, 2006 • Israel Technology Acquisition Corp. • Blank checks
This First Amendment to Letter Agreement (this “Amendment”), is made and entered into as of December 21, 2006, by and among IXI MOBILE (R&D) LTD., an Israeli limited liability company, (the “Subsidiary”), IXI MOBILE, INC., a Delaware corporation (the “Parent”), GEMINI ISRAEL III LIMITED PARTNERSHIP, GEMINI ISRAEL III PARALLEL FUND LIMITED PARTNERSHIP, GEMINI ISRAEL III OVERFLOW FUND LIMITED PARTNERSHIP, GEMINI PARTNER INVESTORS LIMITED PARTNERSHIP (collectively, "Gemini") and LANDA VENTURES LTD. (“Landa"). The parties hereby agree as follows:
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 26th, 2006 • Israel Technology Acquisition Corp. • Blank checks
This First Amendment (this “Amendment”) to the Loan Agreement dated as of June 19, 2006, is made as of June 26, 2006 (the "Loan Agreement"), by and among by and among IXI MOBILE (R&D) LTD., an Israeli limited liability company, (the “Company”), IXI MOBILE, INC., a Delaware corporation (the “Parent Guarantor”) and SOUTHPOINT MASTER FUND LP (the “Lender). The parties hereby agree as follows:
Personal Employment AgreementPersonal Employment Agreement • March 1st, 2006 • Israel Technology Acquisition Corp. • Blank checks
This Personal Employment Agreement ("Agreement") is entered into as of January 1, 2006 by and between IXI Mobile (R&D) Ltd., a company organized under the laws of the State of Israel, having its principal office at 17 Ha’Tidhar Str. Raanana (the "Company") and of Gideon Barak (“You” or the "Employee").
