F-4/A










Exhibit 10.20  






April 21, 2008


PERSONAL AND CONFIDENTIAL


Negevtech Ltd.

12 HaMada Street

Rehovot 76703

Israel


Dear Sirs:


                    1.          Negevtech
 Ltd. (together with any
present and future subsidiaries of Negevtech
Ltd. and any affiliates of Negevtech Ltd. formed or utilized in connection with
any transaction contemplated by this
letter agreement, the “Company”) hereby retains Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) to
serve as the Company’s non-exclusive financial advisor and roadshow coordinator with respect to the services set forth
in Section 2 below, and Stifel
Nicolaus accepts such retention, all on the terms set forth in this letter
agreement (this “Agreement”).


                    2.          In
such capacity, Stifel Nicolaus shall be available for advice, and shall advise the Company with respect to the following
financial and other matters relating to the proposed acquisition of Israel Growth Partners Acquisition Corp.
(“IGPAC”) by the Company (the
“Acquisition”, which term shall include, in addition to the reverse triangular
merger currently contemplated by the
merger agreement between the Company and IGPAC, any merger, consolidation, sale of all or substantially all of
the assets, exchange of capital stock or other alternative transaction structure effecting the change of control of
either company which may be agreed
to between or among the Company and IGPAC) as requested by the Company and
subject to compliance with applicable
United States federal and state securities laws and the rules and regulations
of the United States Securities and Exchange Commission, National Association
of Securities Dealers and other
regulators: (a) identify investors with potential interest in acquiring equity securities of IGPAC and/or the Company
(“Investors”) and use Stifel Nicolaus’ commercially
reasonable efforts to arrange meetings between the Company and/or representatives of IGPAC with these Investors; (b)
use Stifel Nicolaus’ commercially reasonable efforts to facilitate communications between (which may involve
arranging meetings) the Company
and/or representatives of IGPAC with Stifel Nicolaus Financial Consultants (“SN
Financial Consultants”) and their
clients who are interested in becoming Investors; (c) assist the Company in preparing management presentation
materials for such meetings with Investors and/or SN Financial Consultants; (d)
assist the Company in coordinating meeting and travel logistics as necessary for such meetings with
Investors and/or SN Financial Consultants; and (e) assist the Company in preparing for due diligence
reviews of the Company conducted by potential
Investors and/or SN Financial Consultants. The parties acknowledge and agree
that Stifel
Nicolaus’ engagement is not intended to provide the Company, IGPAC or any other
person or entity with any
assurances that the Acquisition, any financing or other transaction will be consummated, and in no event will Stifel Nicolaus
be obligated under the terms of this Agreement
to purchase any securities of IGPAC or the Company for its own account or the accounts
of its customers.


	
   

  
	
  STIFEL, NICOLAUS & COMPANY, INCORPORATED

  
	
  



  
	
  650 MADISON
  AVENUE | NEW YORK. NEW YORK 10022
  | (212) 407-0500 | (212) 407-0898 FAX |
  WWW.STIFEL.COM

  
	
  MEMBER SIPC AND NYSE

  












                    3.          Stifel
Nicolaus is being retained to serve as financial advisor solely to the Company, and it is agreed that the engagement
of Stifel Nicolaus is not, and shall not be deemed to be, on behalf of, and is
not intended to confer rights or benefits upon IGPAC, any shareholder or
creditor of the Company or IGPAC, or upon any other person or entity. No one
other than the Company is authorized to rely
upon this engagement of Stifel Nicolaus or any statements, conduct or advice of Stifel Nicolaus, and no one other
than the Company is intended to be a beneficiary
of this engagement. All opinions, advice or other assistance (whether written
or oral) given by Stifel Nicolaus in
connection with this engagement are intended solely for the benefit and use of the Company and will be treated by the
Company as confidential, and no opinion, advice or other assistance of Stifel Nicolaus shall be used for any
other purpose or reproduced, disseminated, quoted or referred to at any time,
in any manner or for any purpose (other than to the Company’s
professional advisors in their capacity as such who have a need to know and
have been informed by the Company of the
confidential nature of such information, and who are bound by a legal, contractual or fiduciary
obligation to keep such information strictly confidential), nor shall any public or other references to Stifel
Nicolaus (or to such opinions, advice or other assistance) be made
without the express prior written consent of Stifel Nicolaus except as required
by applicable law or legal process or as required by the U.S. Securities and Exchange Commission (“SEC”) or for purposes of
disclosure in the Company’s registration statement on Form F-4 and related
proxy/prospectus, including amendments thereto, provided that with respect to any such disclosure required
by the SEC or in the Company’s registration statement on Form F-4 and related proxy/prospectus (or any amendments
thereto) any such summary or description of or disclosure or reference
to Stifel Nicolaus or its opinions, advice or other
assistance will be in a form reasonably acceptable to Stifel Nicolaus and its
legal counsel and consistent with similar summaries, descriptions or
references in transactions of this type.


4.       (a)          
The Company will furnish Stifel Nicolaus with all information and material concerning the Company, and, to the extent
available to the Company and permitted to be so disclosed, IGPAC, the
Acquisition and any potential Investor financing, which Stifel Nicolaus
reasonably requests in connection with the performance of its obligations
hereunder.


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          (b)          The
Company represents and warrants that all information made available by the Company to Stifel
Nicolaus with respect to the Company will be complete and correct in all material respects and
will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein not misleading in light of the circumstances under which such statements are made. The Company further
represents and warrants that any
projections provided to Stifel Nicolaus will have been prepared in good faith
and will be based upon assumptions which, in light of the circumstances under
which they are made, are reasonable. The Company acknowledges and agrees that
in rendering its services hereunder Stifel Nicolaus will be using and
relying upon, without any independent investigation or verification thereof, all information that is
or will be furnished to Stifel Nicolaus by or on behalf of the Company or IGPAC and on publicly available information,
and Stifel Nicolaus will not in any
respect be responsible for the accuracy or completeness of any of the foregoing
kinds of information. The Company
understands that in rendering services hereunder Stifel Nicolaus does not provide accounting, legal or tax advice.
The Company will rely upon the advice of counsel to the Company, and other
advisors to the Company, respectively, as to accounting, legal, tax and other matters relating to any
transaction or matter contemplated by this Agreement. Except as contemplated by the terms hereof or as
required by applicable law or pursuant to an order entered or subpoena issued by a court of competent jurisdiction
or other legal or regulatory process,
Stifel Nicolaus shall not use and shall keep confidential all non-public
information provided to it by the
Company or otherwise obtained by it concerning the Company or IGPAC or any Investor (including any non-public
information of IGPAC or an Investor provided to Stifel Nicolaus in connection with this engagement,
collectively “Confidential Information”) and shall not disclose such Confidential Information to any
third party, other than such of its employees and advisors as Stifel Nicolaus determines to have a need to know in
connection with performing its obligations pursuant to this Agreement and who
are bound by a legal, contractual or fiduciary obligation not to disclose such Confidential Information and provided
that Stifel Nicolaus shall be
responsible for any breach of the foregoing confidentiality obligation by its
employees and advisors; provided,
however, that Stifel Nicolaus may disclose Confidential Information about the Company or IGPAC to a potential Investor or SN
Financial Consultants upon such potential Investor’s or SN Financial Consultants’ execution of a confidentiality
agreement prepared by Stifel Nicolaus
and in a form reasonably acceptable to the Company. For purposes of this Agreement, the term “Confidential Information”
shall not include information which (i) is or becomes generally available to
the public other than as a result of a breach by Stifel Nicolaus or its affiliates, employees or advisors of this
provision or by any potential Investor or SN Financial Consultants of their obligations under the
confidentiality agreement referred to in this Section 4(b) above; (ii) was within Stifel Nicolaus’
possession prior to its disclosure to Stifel Nicolaus by the Company, IGPAC or any Investor; or (iii)
becomes available to Stifel Nicolaus on a non-confidential basis from a source
other than the Company, IGPAC or any Investor; provided that, with respect to clauses (ii) and (iii) above, the
source of such information was not bound by a confidentiality agreement with (or other obligation of confidentiality to)
the Company, IGPAC or an Investor.


                    5.          In
consideration for Stifel Nicolaus’ services hereunder, the Company shall compensate Stifel Nicolaus as follows:


          (a)          A retainer fee (the “Retainer Fee”) of U.S.$100,000,
due and payable upon the execution of
this Agreement. The Retainer Fee shall be deemed earned when paid and shall be non-refundable.


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          (b)          If, during the term of Stifel Nicolaus’ engagement
hereunder or at any time during a
period of twelve (12) months following the effective date of termination of
this Agreement by the Company without
cause, the Acquisition is consummated, the Company shall pay Stifel Nicolaus a financial advisory fee (the “Advisory
Fee”) of U.S.$550,000 plus one and one-half percent (1.5%) of the value (determined as of effective time of the
Acquisition) of any shares of Class B Common Stock of IGPAC exchanged for
ordinary shares of the Company in the Acquisition which are in excess of eighty percent
(80%) of the number of issued and outstanding shares of Class B Common Stock of IGPAC as of the
date hereof. The Advisory Fee is due and payable to Stifel Nicolaus within thirty (30) days of the effective
time of the Acquisition. In the event that the Company and Stifel Nicolaus
mutually agree that the Company should engage an Israeli company to provide services to the Company in Israel relating
to the Acquisition similar to the
services contemplated to be performed by Stifel Nicolaus in the United States
pursuant to this Agreement, then Stifel Nicolaus will agree to forgo
U.S.$50,000 of the Advisory Fee otherwise payable
pursuant to this subsection 5(b). For purposes of this Agreement, “cause” means
the failure of Stifel Nicolaus to perform in a material respect its obligations
hereunder, provided, however, that the
Company shall have reasonably cooperated with Stifel Nicolaus’ efforts to arrange and facilitate meetings with Investors
and SN Financial Consultants and perform its other services set forth in
Section 2 above; and further provided that the Company shall have provided Stifel Nicolaus with a written notice describing
such alleged failure to perform in reasonable detail and a reasonable
opportunity (i.e. a minimum of twenty (20) days from the date of Stifel Nicolaus’ receipt of such written notice of
failure to perform) to cure by performing such obligations.


          (c)          If during the term of
Stifel Nicolaus’ engagement hereunder or at any time during a period of twelve
(12) months following the effective date of termination of this Agreement by the Company without
cause, the Acquisition is consummated, warrants to purchase 100,000 ordinary shares of the
Company at an exercise price per share equal to the value of the Company’s ordinary shares
as set forth or determined in the Acquisition (the “Warrants”) shall be earned by Stifel
Nicolaus as of the effective time of the Acquisition, and shall be issued to Stifel Nicolaus or its
designated affiliates within thirty days of such Acquisition effective time. The Warrants shall be
for a term of 7 years and shall have cashless exercise (as described below), customary protective
provisions in connection with subdivisions and combinations of shares, recapitalizations, stock splits, stock
dividends and similar events, “piggyback” registration rights and such other provisions as are customary for
warrants of this nature. The term “cashless exercise” as used herein means the right to receive from the Company in
exchange for the Warrants a number
of securities of the class covered by the Warrants having an aggregate market
value equal to the difference between the aggregate market value and the
aggregate exercise price of the securities covered by the Warrants.



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              (d)          As
further consideration for the services being provided by Stifel Nicolaus and contingent upon (i) the consummation of the
Acquisition and (ii) this Agreement not being terminated prior to consummation of the Acquisition by Stifel Nicolaus or
by the Company for cause (subject, in
the event of termination by the Company for cause, to the notice and cure
provisions in Section 5(b) above), the Company hereby grants Stifel Nicolaus a
right of first refusal to act as the
Company’s book-running lead managing underwriter, placement agent, financial advisor or in any other similar capacity,
on customary terms to be agreed between the Company and Stifel Nicolaus comparable to those for similar recent
transactions, in the event the Company
retains or otherwise uses (or seeks to retain or use) the services of an
investment bank or similar financial advisor to pursue at any time
during the term of this Agreement or within twelve
(12) months after the expiration or termination of this Agreement by the Company without cause (subject, in the event of termination
  by the Company for cause, to the notice and cure
  provisions in Section 5(b) above), a registered, underwritten public offering
  of securities, a private placement of securities, a merger,
  acquisition of another company or business, change of control, a sale of the Company, a joint venture, a sale of all or
  substantially all assets, a securitization
  of assets, or other similar transaction (regardless of whether the Company
  would be considered an acquiring
  party, a selling party or neither in such transaction); provided, however, that in the event a “bulge bracket” or
  “major bracket” United States investment bank that is larger than Stifel Nicolaus by some objective measure such as
  investment banking revenues (e.g. Goldman Sachs, Morgan Stanley,
  Citigroup, J.P. Morgan, Merrill Lynch, Credit Suisse Securities, Wachovia
  Securities, Banc of America Securities, Deutsche Bank Securities, Bear Stearns, UBS Securities or Lehman Brothers)
  agrees to serve as book-running lead managing
  underwriter for the Company in connection with any proposed public offering,
  Stifel Nicolaus will instead serve as a senior co-managing underwriter
  in such public offering at fixed economics
  of no less than 35% of the total underwriting economics payable to the
  underwriters for such public offering. Nothing contained herein,
  however, constitutes an obligation of Stifel Nicolaus to serve as book-running lead managing underwriter,
  placement agent, financial advisor or
  in any other similar capacity. For the avoidance of doubt, Stifel Nicolaus
  and the Company each acknowledge
  that IGPAC shall have no obligation to use any of Stifel Nicolaus’ services
  nor will IGPAC be bound by any exclusivity requirements with respect to such
  services and IGPAC will be able to hire or use the services of any
  investment bank or financial advisor as it deems fit, in its sole discretion,
  including, among other things, relating to its engagements of
  Brenner/HCFP Securities and Deutsche Bank.

  
	
   

  	
   

  
	
   

  	
              (e)          In
addition to the fees described in this Section  5  and the obligation of the Company to pay certain expenses set forth in
  Section 6, and whether or not the Acquisition is consummated, the Company will pay all of Stifel
  Nicolaus’ reasonable out-of-pocket expenses (including, without limitation, reasonable expenses relating to
  document and presentation materials, travel, external database and
  communications services, courier and delivery services), incurred by Stifel Nicolaus in connection with
  this engagement. Such out-of-pocket expenses shall be payable as they are incurred upon request by Stifel Nicolaus
  against proper documentation,
  provided that, without the Company’s prior written approval: (i) any
  individual expense shall not exceed
  U.S.$10,000; (ii) due diligence related expenses shall not exceed U.S.$50,000 (iii) roadshow-related expenses
  shall not exceed U.S.$75,000 and (iv) total aggregate expenses shall not exceed U.S.$150,000. Stifel Nicolaus
  shall get pre-approval from the
  Company in respect of all air travel in excess of U.S.$3,000 per trip.

  
	
   

  	
   

  
	
   

  	
              (f)          If
  any compensation or expenses payable to Stifel Nicolaus pursuant to this Agreement are not fully paid when due, the
  Company agrees to pay all reasonable expenses of collection or other enforcement of Stifel
  Nicolaus’ rights hereunder, including but not limited to reasonable
  attorneys’ fees and expenses, whether collected or enforced by suit or
  otherwise.

  
	
   

  	
   

  
	
   

  	
              (g)         The
parties acknowledge that the Company is
  under no obligation to Stifel Nicolaus to consummate the Acquisition and may
  terminate the Acquisition at any time without liability to Stifel
  Nicolaus, except in any event as set forth under Sections 5(a), 5(e) and 6 of
  this Agreement and pursuant to Sections
  5(b) and 5(c) of this Agreement with respect to the subsequent consummation of the
  Acquisition during the term of this Agreement or the twelve-month
  “tail” period.

  



5










	
   

  	
   

  
	
   

  	
                        6.          In
  connection with engagements of the nature covered by this Agreement, it is Stifel Nicolaus’ practice to provide for
  indemnification, contribution, and limitation of liability. By signing this Agreement, the Company
  and Stifel Nicolaus agree to the provisions attached to this Agreement (Attachment A), which provisions are
  expressly incorporated by reference
  herein.

  
	
   

  	
   

  
	
   

  	
                        7.          The
Company represents and warrants to Stifel
  Nicolaus that this Agreement has
  been duly authorized and represents the legal, valid, binding and enforceable
  obligation of the Company and that
  the execution of this Agreement does not require the approval or consent of any Israeli governmental
  or regulatory agency or violate any Israeli law, regulation, contract
  or order binding on the Company.

  
	
   

  	
   

  
	
   

  	
                        8.          
  The term of this engagement will continue until terminated by either party by giving the other party at least 30 days’ prior
  written notice. The provisions of Sections 3, 4(b), 5, 6, 7, 8, 9, 11, 12 and 13 hereof shall survive any expiration
  or termination of this Agreement.

  
	
   

  	
   

  
	
   

  	
                        9.          The
Company agrees that, following the closing or
  consummation of the Acquisition,
  Stifel Nicolaus has the right to place advertisements in financial and other newspapers and journals at its own expense,
  describing its services to the Company hereunder; provided,
  that Stifel Nicolaus will submit a copy of any such advertisements to the
  Company for its prior approval, which
  approval shall not be unreasonably withheld or delayed. In addition, the Company agrees to include in any press release or
  public announcement announcing the Acquisition
  a reference to Stifel Nicolaus’ role as financial advisor to the Company with
  respect to such Acquisition,
  provided that, to the extent permitted by law or stock exchange rules, the Company will submit a copy of any such press
  release or public announcement to Stifel Nicolaus for its prior
  approval, which approval shall not be unreasonably withheld or delayed.

  
	
   

  	
   

  
	
   

  	
                        10.        The
Company and Stifel Nicolaus each represents
  and warrants that there are no brokers, representatives or other persons
  which have an interest in any compensation due to Stifel Nicolaus
  pursuant to this Agreement.

  
	
   

  	
   

  
	
   

  	
                        11.       The
Company acknowledges and agrees that Stifel
  Nicolaus is a full-service securities firm and as such from
  time-to-time may effect transactions for its own account or the accounts of its customers and hold long
  or short positions in debt or equity securities of the companies which may be the subject of the
  Acquisition. Stifel Nicolaus represents and warrants that such trading is conducted with
  informational barriers in place that are reasonably designed to protect the confidentiality of client
  information and in compliance with applicable securities laws.

  



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                        12.        The
  terms and provisions of this Agreement are solely for the benefit of the
  Company and Stifel Nicolaus and the other Indemnified Persons and their
  respective successors, assigns, heirs and
  personal representatives, and no other person or entity shall acquire or have any right by virtue of this Agreement.
  The Company and Stifel Nicolaus acknowledge and agree that Stifel Nicolaus is acting as an independent
  contractor, and is not a fiduciary of, nor will its engagement
  hereunder give rise to fiduciary duties to, the Company or IGPAC. Stifel Nicolaus is an independent contractor and neither
  this Agreement nor the performance hereof shall be construed as creating
  between the Company and Stifel Nicolaus the relationship of employer
  and employee, principal and agent, joint-venturers, co-partners or any other
  similar relationship. No employee of either party shall be deemed to be an
  employee of the other party even though present on the other party’s premises
  or acting pursuant to instructions of the other party. Neither party shall
  incur or purport to incur, any liability or commitment on behalf of the other. This Agreement represents the entire
  understanding between the Company and Stifel Nicolaus with respect to Stifel Nicolaus’ engagement hereunder, and
  all prior discussions are merged
  herein. This Agreement may not be amended or modified except in writing
  signed by each of the parties. This Agreement may be executed in two
  or more counterparts (including fax or electronic counterparts), all of which
  together will be considered a single instrument. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD
  TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAWS, AND MAY BE AMENDED,
  MODIFIED OR SUPPLEMENTED ONLY BY WRITTEN INSTRUMENT EXECUTED BY EACH OF THE PARTIES HERETO.

  



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                      13.          The
  parties hereby submit to the jurisdiction of and venue in the federal courts
  located in the City of New York, New York in connection with any dispute
  related to this Agreement, any
  transaction contemplated hereby, or any other matter contemplated hereby. If
  for any reason jurisdiction and/or venue is unavailable in such
  federal courts, then the parties hereby submit to the jurisdiction of and
  venue in the state courts located in such city in connection with any such dispute
  or matter. In addition, the parties hereby waive any right to a trial by jury
  with respect to any such dispute or matter.

  
	
   

  	
   

  
	
   

  	
                      If
  the foregoing correctly sets forth the entire understanding and agreement between Stifel Nicolaus and the Company, please
  so indicate in the space provided for that purpose below and return an
  executed copy to us, whereupon this letter shall constitute a binding
  agreement as of the date first above written.

  






	
   

  	
   

  	
   

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  STIFEL, NICOLAUS & COMPANY,
  INCORPORATED

  
	
   

  
	
   

  	
  By: 

  	


  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
  Michael J. Kollender

  
	
   

  	
   

  	
  Managing Director

  






	
   

  	
   

  	
   

  
	
   

  	
  AGREED:

  
	
   

  	
   

  	
   

  
	
   

  	
  NEGEVTECH LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  R.
  Sherman

  
	
   

  	
   

  	
  


  


	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Rivi
  Sherman

  
	
   

  	
   

  	
  


  



	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  CEO

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
   

  



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  April
  21, 2008

  
	
   

  	
   

  
	
   

  	
  PERSONAL AND CONFIDENTIAL

  
	
   

  	
   

  
	
   

  	
  Stifel,
  Nicolaus & Company, Incorporated

  
	
   

  	
  650
  Madison Avenue

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Dear
  Sirs:

  
	
   

  	
   

  
	
   

  	
  Reference
  is made to that certain agreement by and between Negevtech Ltd. and Stifel,
  Nicolaus & Company, Incorporated (“Stifel Nicolaus”), dated April 18, 2008
  (the “Agreement”).

  
	
   

  	
   

  
	
   

  	
  Israel
  Growth Partners Acquisition Corp. (“IGPAC”) hereby acknowledges that
  Negevtech Ltd. and Stifel Nicolaus have entered into the Agreement
  and that Stifel Nicolaus has been engaged to provide the services to the Company (as defined
  in the Agreement) described in Section 2 of the Agreement, subject to
  applicable law, including, without limitation, identifying Investors with potential interest in
  acquiring equity securities of IGPAC and arranging or facilitating meetings involving IGPAC representatives with
  Investors and SN Financial Consultants, and IGPAC hereby consents to Stifel
  Nicolaus performing such services with respect to the Company. IGPAC further acknowledges and agrees that
  Stifel Nicolaus shall have no liability to IGPAC with respect to such
  services pursuant to the Agreement, except to the extent any liability for losses, claims, damages or liabilities has been
  finally judicially determined to have resulted from Stifel Nicolaus’ gross negligence, willful misconduct
  or bad faith. Stifel Nicolaus acknowledges and agrees that IGPAC shall have
  no liability or obligations to Stifel Nicolaus pursuant to the Agreement, and
  hereby waives any and all right, title, interest or claim of any kind in or
  to any monies held in the trust fund for the benefit of IGPAC’s class
  B common stockholders and hereby waives any claim Stifel Nicolaus and/or any
  Indemnified Person may have against the trust
  fund in the future, as a result of, or arising out of, the Agreement and will
  not seek recourse against the trust fund for any reason whatsoever;
  provided, however, that the foregoing acknowledgement
  and waiver shall terminate and be of no further force and effect upon the consummation of (1) the Acquisition either
  during the term of the Agreement or within twelve months after any
  expiration or termination of the Agreement by the Company without “cause” (as defined in the Agreement and subject to
the
  notice and cure provisions therein) and (2) after such Acquisition, the
  distribution or payment of all monies held in the trust fund subject to
  right, title, interest or claim by IGPAC’s class B common
  stockholders to such stockholders in accordance
  with IGPAC’s applicable governing documents and applicable law; provided,
  further, that for avoidance of
  doubt, the term “Acquisition” shall not refer to or include any dissolution, liquidation, winding-up or any similar or
  related transaction required by IGPAC’s governing documents in the event IGPAC fails to effect a
  business combination as required by its governing documents. In
  addition, for the avoidance of doubt, IGPAC shall have no obligation to use
  any of Stifel Nicolaus’ services nor will
  IGPAC be bound by any exclusivity requirements with respect to such
  services and IGPAC will be able to hire or use the services of any investment
  bank or financial advisor as it deems fit, in its sole discretion,
  including, among other things, relating to its engagements of Brenner/HCFP
  Securities and Deutsche Bank.

  



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  ISRAEL
  GROWTH PARTNERS ACQUISITION CORP.

  
	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
     Matty
  Karp

  
	
   

  	
   

  	
     Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
  AGREED:

  
	
   

  
	
   

  	
  STIFEL,
  NICOLAUS & COMPANY, INCORPORATED

  
	
   

  
	
   

  	
  By:

  	


  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
  Michael
  J. Kollender

  
	
   

  	
   

  	
  Managing
  Director

  



10 









 








	
   

  	
   

  
	
ATTACHMENT A  

  
	
   

  
	
STIFEL, NICOLAUS & COMPANY,
INCORPORATED

INDEMNIFICATION, CONTRIBUTION AND

LIMITATION OF LIABILITY PROVISIONS  

  
	
   

  	
   

  
	
  (a)

  	
  The
  Company agrees to indemnify and hold harmless Stifel Nicolaus and its
  affiliates and their respective officers, directors, employees and
  agents, and any persons controlling Stifel Nicolaus or any of its affiliates within
  the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities
  Exchange Act of 1934 (Stifel Nicolaus and each such other person or entity being referred
  to herein as an “Indemnified Person”), from and against all claims, liabilities,
  losses or damages (or actions in respect thereof) or other expenses pursuant
  to a final judgment by a court of competent jurisdiction from which no appeal can be taken (other than
  expenses permitted to be forwarded pursuant to the final sentence of this
  subsection (a), for which a final judicial determination need not be a condition precedent) which (A) are related
  to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any
  statements omitted to be made) by the Company, (or, subject to the
  consummation of the Acquisition, IGPAC) or
  its or their respective affiliates, as applicable, or (ii) actions taken or
  omitted to be taken by an Indemnified Person with the consent or in
  conformity with the actions or omissions of the Company, (or, subject
  to the consummation of the Acquisition, IGPAC) or its or their respective affiliates, as applicable, or (B) are otherwise
  related to or arise out of Stifel
  Nicolaus’ activities on behalf of the Company. The Company will not be responsible,
  however, for any losses, claims, damages, liabilities or expenses pursuant to
  this paragraph (a) to the extent they are
  finally judicially determined to have resulted from such Indemnified Person’s gross negligence,
  willful misconduct or bad faith; and in each such event Stifel Nicolaus shall remit to the Company any amounts so
  reimbursed or paid under the
  indemnification hereunder. In addition, the Company agrees to reimburse each
  Indemnified Person for all reasonable out-of-pocket expenses (including
  reasonable fees and expenses of counsel) as they are incurred by such
  Indemnified Person in connection with investigating, preparing, conducting
  or defending any such action or claim, in which such Indemnified Person is a named party, or in connection with
  enforcing the rights of such
  Indemnified Person under this Agreement; the Company will not be responsible,
  however, for any expenses pursuant
  to this paragraph (a) which are finally judicially determined to have resulted from an Indemnified
  Person’s gross negligence, willful misconduct
  or bad faith; and in each such event Stifel Nicolaus shall remit to the Company
  any amounts so reimbursed under the preceding sentence.

  
	
   

  	
   

  
	
  (b)

  	
    If
  for any reason (other than a final judicial determination of any Indemnified
  Person’s gross
  negligence, willful misconduct or bad faith) the foregoing indemnity is
  unavailable to an Indemnified Person or insufficient to hold an Indemnified
  Person harmless, then the Company shall contribute to the amount paid or
  payable by such Indemnified Person as a result
  of such claim, liability, loss, damage or expense in such proportion as is appropriate to reflect not only the relative
  benefits received by the Company (and, subject to the consummation of the Acquisition,
  IGPAC) on the one hand and Stifel Nicolaus on the other, but also the
  relative fault of the Company (and, subject to the consummation of the
  Acquisition, IGPAC) on the one hand and Stifel Nicolaus on the other, as well
  as any relevant equitable considerations, subject to the limitation that in
  any event the aggregate contribution of
  all Indemnified Persons to all losses, claims, liabilities, damages and expenses shall not exceed the amount of fees
  actually received by Stifel Nicolaus pursuant to this Agreement. It is
  hereby further agreed that the relative benefits to the Company (and, subject to the consummation of
  the Acquisition, IGPAC) on the one hand and Stifel Nicolaus on the
  other with respect to any transaction or proposed transaction contemplated by
  this Agreement shall be deemed to be in the same proportion as (i) the total value the transaction or proposed
  transaction bears to (ii) the fees paid to Stifel Nicolaus with respect
  to such transaction.

  



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  (c)

  	
    No
  Indemnified Person shall have any liability to the Company or any other
  person in connection with the services rendered pursuant to this Agreement based
  upon its or their exclusive or contributory negligence or otherwise, except to the
  extent any liability for losses, claims, damages or liabilities has been finally
  judicially determined to have resulted from such Indemnified Person’s gross
  negligence, willful misconduct or bad faith.

  
	
   

  	
   

  
	
  (d)

  	
    The
  Company agrees that it will not settle or compromise or consent to the entry
  of any judgment in any pending or threatened claim, action, suit or proceeding
  in respect of which indemnification may be sought from the Company by any
  Indemnified Person unless such settlement, compromise or consent includes an
  unconditional release of Indemnified Persons hereunder from all liability
  arising out of such claim, action, suit or proceeding. If indemnification or reimbursement
  is to be sought hereunder by an Indemnified
  Person, then such Indemnified Person shall promptly notify the Company of the commencement of any action or proceeding in
  respect thereof; provided, however, that the failure so to notify the Company
  shall not relieve the Company of any liability that it may have to such Indemnified Person pursuant to this
  Attachment A except to the extent
  the Company has been prejudiced in any material respect by such failure. Following such notification, the Company may
  elect in writing to assume the defense of such action or proceeding, and, upon such election, it shall have sole
  control of the defense and shall
  not be liable for any legal costs subsequently incurred by such Indemnified Person in connection therewith,
  unless counsel which has been provided by the Company reasonably determines that its representation of such
  Indemnified Person would present it with a conflict of interest in
  which case the Company further agrees that the
  Indemnified Persons are entitled to retain separate counsel of their choice
  reasonably acceptable to the
  Company in connection with any of the matters in respect of which indemnification may be sought under this
  Agreement. In connection with any one action or proceeding, the Company shall not be responsible for the fees and
  expenses of more than one separate law firm reasonably acceptable to
  the Company in any one jurisdiction for all
  Indemnified Persons, unless approved in advance by the Company. The Indemnified Persons shall provide all
  reasonable assistance for a proper defense and/or settlement negotiations and shall not make any
  compromising statement or admission without the Company’s prior written consent;
  provided, however, that the foregoing shall not require any Indemnified Person to commit perjury or otherwise lie
  while acting as a witness at trial or in
  an arbitration, in a deposition or regulatory proceeding, or otherwise while under oath. Stifel Nicolaus agrees that,
  without the Company’s prior written consent
  not to be unreasonably withheld or delayed, no Indemnified Person will enter
  into any settlement subject to indemnity hereunder.

  



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  (e)

  	
    If
  any Indemnified Person appears as a witness, is deposed or otherwise is
  involved in any action relating to or arising from any transaction or
  matter contemplated by this Agreement or Stifel Nicolaus’ engagement hereunder, or
  in a situation where such appearance, involvement or assistance results from
  Stifel Nicolaus’ engagement hereunder, the Company will reimburse such Indemnified
  Person for all reasonable expenses (including reasonable fees and expenses of
  counsel) incurred by it by reason of it or any of its personnel being involved in
  any such action.

  
	
   

  	
   

  
	
  (f)

  	
    The
  Company waives any right to a trial by jury with respect to any claim or
  action arising out of this Agreement or the actions of Stifel Nicolaus, and
  consents to personal jurisdiction,
  service of process and venue in any court in which any claim covered by the
  provisions of this Attachment A may be brought against an Indemnified Person.

  
	
   

  	
   

  
	
  (g)

  	
    The
  provisions of this Attachment A shall be in addition to any liability the
  Company may have to any Indemnified Person at common law or otherwise, and
  shall survive the expiration or termination of this Agreement and the closing or
  consummation of the Acquisition
  contemplated by this Agreement.

  
	
   

  	
   

  
	
  (h)

  	
    It is the agreement and intention of the parties
  that the provisions hereunder regarding indemnification, reimbursement or
  contribution are not intended to cover any services Stifel Nicolaus may provide to the Company under its rights set forth
  in subparagraph 5(d) of the Agreement to which this Attachment A is
  annexed. The indemnification, reimbursement
  or contribution obligations of the parties with respect to such transactions shall
  be as set forth in the definitive agreements to which such transactions
  relate.

  



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