ITHAKA ACQUISITION CORP.
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March 24, 2006
Continental Stock Transfer & Trust Company
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Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EarlyBirdCapital, Inc.
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Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Re: INVESTMENT MANAGEMENT TRUST AGREEMENT
Gentlemen:
Reference is made to that certain Investment Management Trust Agreement
(the "Agreement"), dated as of August 17, 2005, between Ithaka Acquisition Corp.
("Company") and Continental Stock Transfer & Trust Company. Section 1(c) is
hereby deleted in its entirety and replaced with the following:
"(c) In a timely manner, upon the instruction of the Company, to invest
and reinvest the Property in United States "government securities" within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of 180 days or less, and/or in any open ended investment company
registered under the Investment Company Act of 1940 that holds itself out as a
money market fund selected by the Company meeting the conditions of paragraphs
(c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company
Act of 1940, as determined by the Company;"
Except as indicated above, the Agreement shall remain in full force and effect.
ITHAKA ACQUISITION CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Operating Officer
Acknowledged and agreed this
24th day of March, 2006
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
The undersigned is required to consent to this amendment pursuant to Section
5(c) of the Investment Management Trust Agreement and hereby does so.
EARLYBIRDCAPITAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
