March 28, 2007
March
28,
2007
Southpoint
Master Fund, LP.
000
Xxxxx
Xxxxxx;
Suite
2503; New York,
NY
10022, USA
Ladies
and Gentelmen,
The
purpose of this Letter Agreement is to set forth the terms and conditions of
our
understanding and agreement relating to the extension of additional funding
to
IXI Mobile (R&D) Ltd. ("Borrower")
provided by you.
As
the
Borrower has immediate need of funds, the parties have agreed that Southpoint Master
Fund, LP.
("Lenders")
shall
provide a loan to Borrower in the amount of up to US$2,000,000 (Two Million
U.S.
dollars), pursuant to the terms and conditions set forth herein.
1. The
Loan.
|
1.1.
|
Loan;
Tranches; Interest.
The Lender undertakes to loan to Borrower on the First Closing Date,
the
amount set forth in Schedule
I
opposite Xxxxxx's name in the column titled “First
Tranche”
an amount of $1,000,000 (One Million U.S. dollars) payable as set
forth
below. In addition, the Lender shall loan additional amounts to the
Borrower in the amount set forth in Schedule
I
opposite Xxxxxx's name in the column titled "Second
Tranche"
an amount of $1,000,000 (One Million U.S. dollars) to be transferred
within three (3) business days following the provision of a written
letter
by the Borrower requesting such Second Tranche (the “Second
Tranche Request”).
The amounts provided to the Borrower by the Lender throughout both
Tranches, are hereinafter referred collectively as the “Loan
Amount”.
|
1.2 Interest.
The
Loan Amount shall bear an annual interest at a rate of 10% per annum, compounded
annually calculated from the date of payment, on the basis of 365 days a year
(the “Interest”).
1.3. Payment
of Loan Amount.
The
First
Tranche Loan Amount shall be transferred by the Lender to the Borrower, in
one
installment, as soon as
practical
but in any event no later than three (3) business days from the execution of
this Letter Agreement (the "First
Closing Date") and
the
Second Tranche shall be transferred by the Lender to the Borrower, in one
installment, as soon as practical but in any event no later than three (3)
business days from the Second Tranche Request (the "Second
Closing Date"; and
together with the First Closing Date, each, a “Closing
Date”),
by
wire transfer to the Borrower's bank account as advised by the
Borrower.
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1.4
|
Repayment
of Loan Amount.
|
|
1.4.1
|
In
the event the merger of Israel Technology Acquisition Corp., a Delaware
corporation (“ITAC”)
and ITAC Acquisition Subsidiary Corp. (“ITAC
Subsidiary”),
a wholly-owned subsidiary of ITAC with and into the Borrower (the
“ITAC/IXI
Merger”)
becomes effective and subject to and conditioned upon the ITAC/IXI
Merger
becoming effective, 50% of the Loan Amount together with any Interest
accrued and unpaid thereon shall be due and payable on the first
anniversary of the closing date of the ITAC/IXI Merger and 50% of
the Loan
Amount together with any Interest accrued and unpaid thereon shall
be due
and payable on the second anniversary of the closing date of the
ITAC/IXI
Merger.
|
|
1.4.2
|
In
the event the ITAC/IXI Merger is rejected by ITAC’s shareholders or
otherwise fails to become effective, the Loan Amount together with
any
Interest accrued and unpaid thereon shall be due and payable on June
22,
2008.
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2. Lenders
Option
In
the
event that Borrower or Parent succeed in raising additional funds from
additional lenders other than the Gemini Israel Funds or Xxxxx Ventures Ltd.
("Additional
Lenders")
and on
different terms than those set out in this Letter Agreement, Lender shall have
an option ("Lender's
Option")
to
convert the terms of this Loan into terms identical to those agreed upon between
the Borrower and the Additional Lenders. In
the
event that the Borrower shall be required to issue a pre-emptive notice to
its
shareholders in connection with this conversion of terms, Lender hereby agree
to
waive any pro rata share in the Loan to accommodate any other participating
stockholder.
3. Parent
Guaranty
IXI
Mobile, Inc. (“Parent”) shall guarantee any and all obligations of Borrower
under this Agreement.
4. By
your
signature below, you hereby agree to the terms of the Letter Agreement and
the
obligation imposed on you by it.
5. This
Letter Agreement may be executed in two (2) or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and
the same instrument. The parties agree that facsimile signatures shall be
binding.
6. All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b) when sent by confirmed facsimile if sent during normal business hours
of the recipient, if not, then on the next business day of the recipient,
(c) three (3) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent the
party's address set forth in the header of this Letter Agreement or at such
other address as any party may designate by ten (10) days advance written notice
to the other parties hereto.
7. Any
term
of this Letter Agreement may be amended and the observance of any term of this
Letter Agreement may be waived (either generally or in a particular instance
and
either retroactively or prospectively), only with the written consent of all
the
parties hereto.
8. This
Letter Agreement shall be governed by and construed under the laws of the State
of Delaware, exclusive of the provisions thereof governing conflicts of
laws.
| Sincerely, | |||
| IXI MOBILE, Inc. | IXI MOBILE (R&D) Ltd | ||
| /s/ Xxxx Xxxxx | /s/ Xxxx Xxxxx | ||
|
Name: Xxxx Xxxxx |
Name: Xxxx Xxxxx |
||
| Title: CFO | Title: CFO |
[Lenders'
Signature Page Follows]
IN
WITNESS WHEREOF, the parties have executed this Letter Agreement as of the
date
first written above.
SOUTHPOINT
MASTER FUND, LP
By: Southpoint
GP, LP, its general partner
By: Southpoint
GP, LLC
By:
/s/
Xxxxxx X.
Xxxxx
Name: Xxxxxx
X.
Xxxxx
Title: Manager
By:
/s/
Xxxx X. Xxxxx,
XX
Name: Xxxx
X.
Xxxxx, XX
Title: Manager
[Southpoint
Signature Page to $2M Letter Agreement]
“SCHEDULE
I
SCHEDULE
OF LENDERS
"Lenders”
|
Lender
|
First
Tranche Amount to be paid at First Closing Date
|
Second
Tranche Amount to be paid at Second Closing
Date
|
|
|
Southpoint
Master Fund, LP
|
$1,000,000
|
$1,000,000
|
|
|
TOTAL
|
$1,000,000
|
$1,000,000
|
