Termination Agreement
This
Termination Agreement (this “Agreement”), effective as of January 30, 2008, is
by and among IXI Mobile, Inc. (f/k/a Israel Technology Acquisition Corp.),
IXI
Mobile (R&D) Ltd. (collectively: “IXI”) and A.A. Pearl Investments Ltd. (the
“Management Company”).
WHEREAS,
IXI and the Management Company entered into a Management Services Agreement
dated April 11, 2006 (the “Management Services Agreement”) pursuant to which the
Management Company provided the Services through the service of Xx. Xxxxxx
Xxxxxxx;
WHEREAS,
on July 2, 2007 the parties agreed to assign the Management Service Agreement
to
IXI Mobile (R&D) Ltd;
WHEREAS,
under the terms of the Management Services Agreement, IXI has the right
terminate the Management Services Agreement;
WHEREAS,
IXI, the Management Company and Xx. Xxxxxx Xxxxxxx have agreed to terminate
the
Management Services Agreement.
NOW
THEREFORE, in consideration of the foregoing, the parties hereto agree as
follows. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Management Services Agreement.
1. Termination.
The
Management Services Agreement is hereby terminated effective as of the date
of
this Agreement.
2. Payments.
Pursuant to the terms of Section 7.2.1 of the Management Services Agreement,
IXI
shall pay the Management Company an aggregate monthly fee of $17,500 per
month
plus applicable value added tax (the “Monthly Fee”) payable in arrears on the
first business day of each month for a period of twelve consecutive months
(the
“Tail Period”), which Tail Period shall begin on the effective date of the this
Agreement and terminate of the date which is 12 calendar months from the
effective date of this Agreement, for an aggregate amount of $210,000 plus
applicable VAT (such total amount, the “Aggregate Tail Fee”), against issuance
each month during the Tail Period of a valid tax receipt by the Management
Company. The Monthly Fee shall be paid in NIS and linked to the US dollar
based
on the representative rate of exchange of the US dollar known on the last
day of
the month to which the Monthly Fee applies. In Addition the Company shall
reimburse the Management Company for necessary and actual business expenses
incurred by the Management Company and Xxxxxxx in his role as non-executive
co-chairman, in accordance with the Company’s policies, as the same shall change
from time to time (the “Expenses”).
3. Continued
Service.
During
the Tail period, the Management Company shall continue to provide the Services
solely through the person of Xx. Xxxxxx Xxxxxxx, who will serve as IXI’s
Non-Executive Chairman of the Board. In the event that Xx. Xxxxxxx is not
re-elected to serve on IXI’s Board of Directors during the Tail Period or for
any other reason is no longer a member of IXI’s Board of Directors during the
Tail Period, the Management Company shall continue to make Xx. Xxxxxxx available
during the Tail Period as a consultant to provide those services as reasonably
agreed by IXI’s Board of Directors and the Management Company.
4. Release.
In
consideration for the termination of the Management Services Agreement and
the
entry into this Termination Agreement, the Management Company (on its own
behalf
and on behalf of each of its directors, officers, stockholders, employees,
agents, affiliates, successors and assigns, including but not limited to
Xx.
Xxxxxx Xxxxxxx) hereby releases, acquits and forever discharges IXI, and
each of
its directors, officers, stockholders, employees, agents, affiliates, and
similar parties of each of its affiliates (collectively, the “Released
Parties”), and agrees to hold the Released Parties harmless, from and against
any claim, liability, demand, cause of action, cost, expense, attorneys’ fees,
damage, indemnity, right of recovery and obligation of every kind and nature,
in
law, equity or otherwise, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way related to any
agreements, events, acts or conduct at any time prior to and including the
execution date hereof relating solely to obligations or payment owed or payable
to Xx. Xxxxxxx or the Management Company; provided
that
this Section 4 shall not reduce or otherwise terminate the indemnity obligations
of IXI with respect to Xx. Xxxxxxx’x past, current or future service as a member
of the Board of Directors of IXI and as a result of this Agreement; provided
further, that this Section 4 shall not be read to release IXI from payment
of
any portion of the Aggregate Tail Fee.
5. General
Cooperation.
The
Management Company and/or Xx. Xxxxxxx shall execute such other documents
and
take such other actions as IXI shall reasonable request including, but not
limited to abiding by the Confidential Information, Invention Assignment,
Competition and Solicitation Undertaking attached hereto as Exhibit A.
6. Miscellaneous.
(a) Governing
Law; Jurisdiction.
This
Agreement shall be governed exclusively by the laws of the State of Israel
regardless of its conflict of law principles. The parties consent to the
exclusive jurisdiction and venue of the courts sitting in Tel-Aviv for any
lawsuit filed arising from or relating to this Agreement.
(b) Entire
Agreement.
This
Agreement embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements, and understandings relating to
the
subject matter hereof. If any provision of this Agreement is determined to
be
invalid or unenforceable in any respect, such determination will not affect
such
provision in any other respect or any other provision of this Agreement,
which
will remain in full force and effect. This Agreement may not be amended or
otherwise modified or waived except by an instrument in writing signed by
both
the Management Company and IXI. This Agreement shall be binding as to the
successors and assigns of each party hereto, and may not be assigned by the
Management Company without the consent of IXI.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first set forth above.
By:
|
/s/ Xxxx Xxxxx | |
|
Xxxx
Xxxxx
|
|
Its:
|
Chief Financial Officer | |
IXI
Mobile (R&D) Ltd.
|
||
By:
|
/s/ Xxxx Xxxxx | |
|
Xxxx
Xxxxx
|
|
Its:
|
Chief Financial Officer | |
A.A.
Pearl Investments Ltd.
|
||
By:
|
/s/ Xxxxxx Xxxxxxx | |
|
Xxxxxx
Xxxxxxx
|
Acknowledged
and Agreed:
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx
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