REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 31st day of January, 2006, by and among ISRAEL GROWTH PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the...Registration Rights Agreement • February 17th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
The Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock and Warrants (as defined below) held by them and/or issuable upon exercise of the Warrants held by them, as applicable.
UNDERWRITING AGREEMENT between ISRAEL GROWTH PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLCUnderwriting Agreement • February 17th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
The undersigned, Israel Growth Partners Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with HCFP/Brenner Securities LLC (being referred to herein variously as “you,” “Brenner” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Brenner is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 17th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
Agreement made as of , 2006 between Israel Growth Partners Acquisition Corp., a Delaware corporation, with offices at Yahalom Tower, 28th floor, 3a Zabotinski St., Ramat Gan 52520, Israel, (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • February 17th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
ContractWarrant Agreement • February 17th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
AGREEMENT (“Agreement”) is entered into as of the 31st day of January, 2006, by and among ISRAEL GROWTH PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), Matty Karp (“Karp”), Carmel Vernia (“Vernia”), Dror Gad (“Gad”), Lior Samuelson (“Samuelson”), Rhodric Hackman (“Hackman”), David Ballarini (“Ballarini”) and George Hervey (“Hervey,” together with Karp, Vernia, Gad, Samuelson, Hackman and Ballarini, collectively, the “Warrant Holders”).
ISRAEL GROWTH PARTNERS ACQUISITION CORP.Office and Administrative Services Agreement • February 17th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering of the securities of Israel Growth Partners Acquisition Corp. (“Company”) and continuing until (the “Termination Date”) the earlier of the consummation by the Company of a “Business Combination” or the Company’s liquidation, Danash Investment and Management Ltd. shall make available to the Company certain office and administrative services as may be required by the Company from time to time, situated at Yahalom Tower, 3a Zabotinski Street, Ramat Gan 52520 Israel. In exchange therefore, the Company shall pay Danash Investment and Management Ltd. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
