STOCKHOLDER LOCK-UP AGREEMENT
Exhibit
10.2
STOCKHOLDER
LOCK-UP AGREEMENT
___________
___, 2006
0
Xxxx
Xxxxxx, 0xx
Xxxxx
Givaat
Xxxxxx
Israel
54030
Attention:
Xxxxxx Xxxxxxx, Chief Executive Officer
Re:
Lock-Up Agreement
Ladies
and Gentlemen:
In
connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated
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 and IXI Mobile, Inc., a
Delaware corporation (“Company”), and to induce Parent to enter into the Merger
Agreement and consummate the Merger (as defined in the Merger Agreement; terms
used but not defined in this Lock-Up Agreement shall have the meanings ascribed
to them in the Merger Agreement), the undersigned, agrees to neither directly
nor indirectly:
(1)
sell
or offer or contract to sell or offer, grant any option or warrant for the
sale
of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose
of
(all being referred to as a “Transfer”) any legal or beneficial interest in any
Closing Shares or Additional Shares receivable in accordance with the terms
of
the Merger Agreement (the “Restricted Securities”), or
(2)
enter
into any swap or any other agreement or any transaction that transfers, in
whole
or in part, directly or indirectly, the economic consequence of ownership of
any
of the Restricted Securities, whether such swap transaction is to be settled
by
delivery of any Restricted Securities or other securities of any person, in
cash
or otherwise,
during
the “Restricted Period” (as hereinafter defined). As used herein and subject to
the provisions set out below in this paragraph, “Restricted Period” means the
period commencing on the Closing Date and ending four hundred and fifty (450)
days after the Closing Date. Notwithstanding the above, commencing one hundred
and eighty (180) days from the Closing Date (the “Partial Release Date”) and at
the end of each of the following three (3) ninety (90) day periods, the
Restricted Period shall terminate with respect to 25% of the Restricted
Securities (for the avoidance of doubt, 25% of the Restricted Securities shall
be released on each of the 181st,
271st,
361st
and
451st
days
following the Closing Date), provided however, for a period of three hundred
and
sixty (360) days from the Closing Date no Transfer of any class of Restricted
Securities shall be permitted unless the Last Reported Sales Price immediately
prior to such Transfer
equals or exceeds $6.00 per share of Parent Common Stock. In addition, following
the Partial Release Date the Restricted Period shall terminate immediately
(i)
with respect to 50% of the Restricted Securities in the event that the Last
Reported Sales Price of Parent Common Stock is equal to or exceeds the First
Share Price Trigger for the First Share Price Measurement Period and (ii) with
respect to all of the Restricted Securities in the event that the Last Reported
Sales Price of Parent Common Stock is equal to or exceeds the Second Share
Price
Trigger for the Second Share Price Measurement Period. This Lock-Up Agreement
shall be terminated and be of no further force or effect in the event of a
Change of Control.
For
the
avoidance of doubt, it is understood that all Closing Shares owned by the
undersigned and held by the Escrow Agent as Holdback Escrowed Shares shall
be
considered part of the Closing Shares.
Notwithstanding
the foregoing limitations this Lock-Up Agreement will not prevent any Transfer
of any or all of the Restricted Securities, either during the undersigned's
lifetime or on the undersigned's death, by gift, will or intestate succession,
to the undersigned's family members or to trusts, family limited partnerships
and similar entities primarily for the benefit of the
undersigned or the undersigned's family members; provided, however, that in
each
and any such event it shall be a condition to the Transfer that the transferee
execute an agreement stating that the transferee is receiving and holding the
Restricted Securities subject to the provisions of this Lock-Up Agreement and
there shall be no further Transfer of the Restricted Securities except in
accordance with this Lock-Up Agreement. For purposes of this sub-paragraph,
the
term family member shall mean spouse, lineal descendants, stepchildren, father,
mother, brother or sister of the transferor or of the transferor's spouse.
Also
notwithstanding the foregoing limitations, in the event the undersigned is
an
entity rather than an individual, this Lock-Up Agreement will not prevent any
Transfer of any or all of the Restricted Securities to the shareholders of
such
entity, if it is a corporation, to the members of such entity, if it is a
limited liability company, or to the partners in such entity, if it is a
partnership; provided, however, that in each and any such event it shall be
a
condition to the Transfer that the transferee execute an agreement stating
that
the transferee is receiving and holding the Restricted Securities subject to
the
provisions of this Lock-Up Agreement.
Any
of
the Restricted Securities subject to this Lock-Up Agreement may be released
in
whole or part from the terms hereof upon the approval of the board of directors
of Parent and the Committee referred to in the Merger Agreement. In the event
that any stockholder of the Company who received Closing Shares or Additional
Shares in connection with the Merger and beneficially owns four percent (4%)
of
the outstanding shares of Parent Common Stock is released in whole or in part
by
the board of directors of the Parent and the Committee referred to in the Merger
Agreement from the terms and conditions of a lock-up agreement substantially
similar to this Lock-Up Agreement, the undersigned will be released from the
terms and conditions hereof to the same extent such other
stockholder.
The
undersigned hereby authorizes Parent's transfer agent to apply the appropriate
legend to any certificates representing the Restricted Securities issued to
the
undersigned to reflect the existence and general terms of this Lock-up
Agreement.
2
The
undersigned understands that Parent is relying upon this Lock-Up Agreement
in
proceeding toward consummation of the Merger. The undersigned represents and
warrants that the undersigned has full power and authority to enter into this
Lock-Up Agreement.
This
Lock-up Agreement will be legally binding on the undersigned and on the
undersigned's heirs, successors, executors, administrators, conservators and
permitted assigns, and is executed as an instrument governed by the law of
the
State of Delaware.
|
Very
truly yours,
|
|
|
By:
_________________________
|
3
