0001193125-06-133999 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • June 22nd, 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 22nd, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York

This Agreement is made as of [ ], 2006 by and between Israel Growth Partners Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”).

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