F-4/A










Exhibit 10.12  



To

________________




Dear Sir/Madam, 



Re: Indemnification
and Release  



This letter is being issued to you by
Negevtech Ltd. (the “Company”) pursuant to resolutions adopted by the
Board of Directors of the Company and by the shareholders on _____________ and _____
respectively. 



	1. 	The
Company hereby undertakes to indemnify you to the maximum extent permitted           by
applicable law in respect of: 






	 	1.1 	Any
financial oligation imposed on you in favor of any other person and/or entity pursuant to
any judgment including any judgment by way of compromise or any judgment of an arbitrator
certified by a competent court within the framework of any legal proceedings taken
against you, if any, due to any act or omission (collectively hereinafter referred to as
an “Action”) taken or not taken, or made or not made, by you in your
capacity as an Office Holder of the Company (as such term is defined in the Israeli
Companies Law, 1999, as amended (the “Companies Law”); 






	 	1.2 	All
reasonable litigation expenses, including, but not limited to, attorney’s fees and
the fees and expenses of investigators, accountants and other experts, which you may pay,
or be obligated to pay by the court, (i) in relation to the opposing by you of any legal
proceedings, which are instituted against you by the Company or in its name or by any
other person; or (ii) in any criminal proceedings in which you are acquitted; or (iii) in
any criminal proceedings regarding a crime which does not require proof of mens rea (criminal
intent) in which you are convicted; or (iv) in any administrative or investigative
proceedings that do not result in criminal proceedings against you and without any
monetary liability being imposed on you in lieu of criminal proceedings or that result in
criminal proceedings in which you are acquitted, or (v) in any administrative or
investigative proceedings that do not result in criminal proceedings against you but
result in the imposition of a monetary liability in lieu of criminal proceedings provided
it is in respect of a criminal action that does not require proof of criminal intent; or
(vi) in preparation or defense with respect to any threatened or pending proceedings as
aforesaid; all to the extent permitted pursuant to the Companies Law and in respect of
actions taken by you in your capacity as an Office Holder of the Company 














	 	
The
above indemnification will also apply to any action taken by you in your capacity as an
Office Holder of any other company controlled, directly or indirectly, by the Company or
in fulfilling the position of an Office Holder and/or and observer at the board of
directors’ meetings of any other entity at the request of the Company (each of the
aforesaid entities shall be referred to hereinafter as an “Affiliate”). 






	2. 	The
Company will not indemnify you for any amount you may be obligated to pay in
          respect of: 






	 	2.1 	A
breach of your duty of loyalty to the Company, except to the extent permitted by law. 






	 	2.2 	A
breach of your duty of care to the Company committed intentionally or recklessly. 






	 	2.3 	An
action taken with the intent of unlawfully realizing personal gain. 






	 	       2.4 	A
fine or penalty imposed upon you. 






	 	2.5 	A
counterclaim made by the Company or in its name in connection with a claim against the
Company filed by you, other than for indemnification hereunder. 






	3. 	The
Company will make available all amounts needed in accordance with paragraph           1
above on the date on which such amounts are first payable by you           (“Time
of Indebtedness”), and with respect to items referred to           in paragraph
1.2 above, on an ongoing basis, as and when payable by you, even           prior to a
court decision, and in any event within five (5) business days from           your first
written request. Advances given to cover legal expenses in criminal           proceedings
or in administrative or investigative proceedings that result in           criminal
proceedings will be repaid by you to the Company if you are found           guilty (other
than with respect to criminal proceedings regarding a crime which           does not
require proof of criminal intent). 






	 	
As
part of the aforementioned undertaking, the Company will make available to you any
security or guarantee that you may be required to post in accordance with an interim
decision given by a court or an arbitrator, including for the purpose of substituting
liens imposed on your assets. 






	 	
All
amounts paid as indemnification pursuant hereto will be grossed-up to cover any tax
payments you may be required to make if the indemnification payments are taxable to you.  






	4. 	The
Company will indemnify you even if at the relevant Time of Indebtedness you           are
no longer an Office Holder of the Company or of an Affiliate or board           observer
of an Affiliate, provided that the obligations are in respect of           actions taken
by you while you were an Office Holder and/or board observer, as           aforesaid, and
in such capacity, including if taken prior to the above           resolutions, and the
indemnity will extend to your heirs, executors,           administrators and legal
representatives. 






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	5. 	The
indemnification is limited to the following categories of events relating           to: 






	 	5.1 	The
offering of securities by the Company and/or by a shareholder to the public and/or to
private investors or the offer by the Company to purchase securities from the public
and/or from private investors or other holders pursuant to a prospectus, agreements,
notices, reports, tenders and/or other proceedings. 






	 	5.2 	Occurrences
resulting from the Company’s becoming or its status as a public company, and/or from
the fact that the Company’s securities were offered to the public and/or are traded
on a stock exchange, whether in Israel or abroad. 






	 	5.3 	Occurrences
in connection with investments the Company and/or Affiliates make in other corporations
whether before and/or after the investment is made, entering into the transaction, the
execution, development and monitoring thereof, including actions taken by you in the name
of the Company and/or an Affiliate as an Office Holder and/or board observer of the
corporation the subject of the transaction and the like. 






	 	5.4 	The
sale, purchase and holding of negotiable securities or other investments for or in the
name of the Company and/or an Affiliate. 






	 	5.5 	Actions
in connection with the merger of the Company and/or an Affiliate with or into another
entity, the sale of any, including all, or substantially all, of the Company’s
and/or an Affiliate’s assets (which include, inter-alia, operations and/or
business), a Tender Offer, a Forced Sale of Shares, Arrangement and Compromise (as such
capitalized terms are defined in the Companies Law) or any reorganization, merger or
consolidation of whatever kind or nature within the meaning of any law applicable to such
claim or demand. 






	 	5.6 	Without
derogating from the generality of the above, actions in connection with the purchase,
lease or sale of companies, legal entities, business, securities or assets, and the
division or consolidation thereof. 






	 	5.7 	Actions
taken in connection with labor relations and/or employment matters in the Company and/or
in Affiliates and trade relations of the Company and/or Affiliates, including with
employees, independent contractors, customers, suppliers and various service providers. 






	 	5.8 	Actions
in connection with the testing of products developed by the Company and/or by Affiliates
or in connection with the certification, distribution, sale, license or use of such
products. 






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	 	5.9 	Actions
taken in connection with the intellectual property of the Company and/or an Affiliate and
its protection, including the registration or assertion of rights to intellectual
property and the defense of claims related to intellectual property. 






	 	5.10 	Actions
taken pursuant to or in accordance with the policies and procedures of the Company and/or
its Affiliates, whether such policies and procedures are published or not. 






	 	5.11 	The
obligation to disclose information to shareholders of the Company (whether past, current
or prospective). 






	 	5.12 	Dealings
by the Company and/or an Affiliate with third parties, including agents, employees,
customers, suppliers, creditors or others. 






	 	5.13 	Presentations
or reports submitted or delivered (or not submitted or delivered) to shareholders
(whether current or prospective), customers or creditors of the Company or to any
governmental entity or agency, including relevant securities authorities or commissions. 






	 	5.14 	Any
matter relating to financial reports, accounting or book-keeping of the Company and/or an
Affiliate or failure to pay, report or keep any foreign, federal, state, county, local,
municipal or city taxes or other mandatory payment. 






	 	5.15 	Any
claim or demand made by any third party suffering any personal injury or damage to
business or personal property through any action attributed to the Company and/or an
Affiliate, or their respective employees, agents or other persons acting or allegedly
acting on their behalf. 






	 	5.16 	Any
administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand
letters, directives, claims, liens, investigations, proceedings or notices of
noncompliance or violation by any governmental entity, including the Office of the Chief
Scientist or the Investments Center of the Israeli Ministry of Industry, Trade and Labor,
the Israeli Antitrust Authority, the Israel Securities Authority, the United States
Securities and Exchange Commission, or other person alleging the failure to comply with
any statute, law, ordinance, rule, regulation, order or decree of any governmental entity
applicable to the Company or any of its Affiliates, or any of their respective businesses
or operations. 






	 	5.17 	Any
occurrences or actions, occuring or taken in connection with the consummation of the
Agreement and Plan of Merger dated March 6, 2008, by and among Israel Growth Partners
Acquisition Corporation and the Company, including all transactions contemplated
thereunder. 






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	6.  	The
total amount of indemnification that the Company undertakes towards all
                    persons whom it has resolved to indemnify for the matters and in the
                    circumstances described herein, jointly and in the aggregate, shall
not exceed                     the greater of: 






	 	(a) 	With
respect to indemnification in connection with a public offering of the
               Company’s securities, the gross proceeds raised by the Company and/or
any                selling shareholder(s) in such public offering; or 






	 	(b) 	With
respect to any and all matters mentioned in Section 5 above (including a
               public offering of the Company’s securities), an amount equal to the
               greater of (i) $10 Million US Dollars, according to the representative
rate of                exchange, or any other official rate of exchange that may replace
it, at the                Time of Indebtedness, and (ii) 50% of the Company’s
shareholders equity (on                a consolidated basis), based on the Company’s
most recent financial                statements made publicly available before the date
on which the idemnity payment                is made.. 






	 	
If
the aforesaid amount is insufficient to cover all amounts to which all indemnitees are
entitled, such amount shall be allocated among such persons pro rata to the amounts to
which they are so entitled.  






	7. 	The
Company will not indemnify you for any liability with respect to which you           have
received payment by virtue of an insurance policy or another           indemnification
agreement other than for amounts which are in excess of the           amounts actually
paid to you pursuant to any such insurance policy or other           indemnity agreement
(including deductible amounts not covered by insurance           policies), within the
limits set forth in paragraph 6 above. 






	8. 	Subject
to the provisions of paragraphs 6 and 7 above, the indemnification will,           in
each case, cover all sums of money (100%) that you will be obligated to pay,           in
those circumstances for which indemnification is permitted under the law. 






	9. 	The
Company will be entitled to any amount collected from a third party in
          connection with liabilities indemnified hereunder and which are in excess of
the           amount, if any, not indemnified by the Company. 






	10. 	In
all indemnifiable circumstances indemnification will be subject to the
          following: 






	 	10.1 	You
shall notify the Company of any legal proceedings initiated against you and of all
possible or threatened legal proceedings without delay following your first becoming
aware thereof, and that you transfer to the Company, or to such person as it shall advise
you, without delay all documents you receive in connection with these proceedings. 






	 	
Similarly,
you must advise the Company on an ongoing and current basis concerning all events which
you suspect may give rise to the initiation of legal proceedings against you. 






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Failure
to notify the Company as aforesaid will not relieve the Company of its indemnification
obligations pursuant hereto except to the extent that it has been actually prejudiced as
a result of such failure. 






	 	10.2 	Other
than with respect to proceedings that have been initiated against you by the Company or
in its name, the Company shall be entitled to undertake the conduct of your defense in
respect of such legal proceedings and/or to hand over the conduct thereof to any attorney
which the Company may choose for that purpose. 






	 	
In
the event that: (i) such attorney is not, upon reasonable grounds, acceptable to you,
(ii) the Company shall have not assumed the defense of the legal proceedings or has not
pursued the defense diligently, or (iii) the named parties to any such legal proceeding
include both you and the Company, and it is reasonably concluded that joint
representation is inappropriate under applicable standards of professional conduct due to
a conflict of interest between yourself and the Company, you will be entitled to appoint
an attorney of your own that shall accompany you in such procedure. Your attorney shall
be fully updated on the defense procedure, and the Company and the attorney conducting
the legal defense on behalf of the Company shall fully cooperate with your attorney,
including regularly consulting with your attorney on the measures taken in the course of
the defense. The Company shall indemnify you for all reasonable expenses incurred by you
in connection with engaging such attorney. 






	 	
The
Company and/or the attorney as aforesaid shall be entitled, within the context of the
conduct as aforesaid, to conclude such proceedings, all as it shall see fit, including by
way of compromise. At the request of the Company, you shall execute all documents
required to enable the Company and/or its attorney as aforesaid to conduct your defense
in your name, and to represent you in all matters connected therewith, in accordance with
the aforesaid. 






	 	
For
the avoidance of doubt, in the case of criminal proceedings the Company and/or the
attorneys as aforesaid will not have the right to plead guilty in your name or to agree
to a plea-bargain in your name without your consent. Furthermore, in a civil proceeding
(whether before a court or as a part of a compromise arrangement), the Company and/or its
attorneys will not have the right to admit to any occurrences that are not indemnifiable
pursuant to this Letter of Indemnification and Release and/or pursuant to law, or to
enter into any settlement, or compromise or consent to any judgement unless such
settlement, compromise or consent includes an unconditional release of you from all
liability arising out of the proceeding, without your consent. However, the aforesaid
will not prevent the Company and/or its attorneys as aforesaid, with the approval of the
Company, to come to a financial arrangement with a plaintiff in a civil proceeding
without your consent so long as such arrangement will not be an admittance of an
occurrence not indemnifiable pursuant to this Letter of Indemnification and Release
and/or pursuant to law and so long as it includes an unconditional release as aforesaid. 






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	 	10.3 	You
will cooperate with the Company and/or any attorney as aforesaid in every reasonable way
as may be required of you within the context of their conduct of such legal proceedings,
provided that the Company shall cover all costs incidental thereto such that you will not
be required to pay the same or to finance the same yourself; and provided, further, that
you shall not be required to take any action that would in any way prejudice your defence
or waive any defense or position available to you in connection with any proceeding. 






	 	10.4 	If,
in accordance to paragraph 10.2, the Company has taken upon itself the conduct of your
defense, the Company will have no liability or obligation pursuant to this Letter of
Indemnification and Release or the above resolutions to indemnify you for any legal
expenses, including any legal fees, that you may expend in connection with your defense,
except as provided for in paragraph 10.2 above. 






	 	10.5 	The
Company will have no liability or obligation pursuant to this Letter of Indemnification
and Release or the above resolutions to indemnify you for any amount expended by you
pursuant to any compromise or settlement agreement reached in any suit, demand or other
proceeding as aforesaid if the Company’s consent to such compromise or settlement
was not given in advance, such consent not to be unreasonably withheld. 






	11.  	The
Company hereby exempts you and releases, to the fullest extent permitted by
               law, from and against any liability for monetary or other damages due to,
or                arising or resulting from a breach of your duty of care to the Company,
provided                that in no event shall you be exempt with respect to any actions
listed in                paragraph 2 above. 






	12.  	If
for the validation of any of the undertakings in this Letter of
               Indemnification and Release any act, resolution, approval or other
procedure is                required the Company undertakes to cause them to be done or
adopted in a manner                which will enable the Company to fulfill all its
undertakings as aforesaid. 






	13.  	For
the avoidance of doubt, it is hereby clarified that nothing contained in
               this Letter of Indemnification and Release or in the above resolutions
derogate                from the Company’s right to indemnify you post factum for
any amounts which                you may be obligated to pay as set forth in paragraph 1
above without the                limitations set forth in paragraphs 5 and 6 above. 







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	14.  	If
any undertaking or release included in this Letter of Indemnification and
               Release is held invalid or unenforceable, such invalidity or
unenforceability                will not affect any of the other undertakings or releases
which will remain in                full force and effect. Furthermore, if such invalid
or unenforceable undertaking                or release may be modified or amended so as
to be valid and enforceable as a                matter of law, such undertakings or
releases will be deemed to have been                modified or amended, and any
competent court or arbitrator are hereby authorized                to modify or amend
such undertaking or release, so as to be valid and                enforceable to the
maximum extent permitted by law. 







	15.  	This
Agreement shall be construed in accordance with and governed by the laws of
               the State of Israel, without giving effect to rules of conflicts of laws.
The                exclusive jurisdiction concerning any legal proceeding arising between
the                parties concerning this agreement shall vest in the competent court in
the                district of Tel Aviv. 






	16.  	The
Company shall bear all of your costs, including legal expenses, in enforcing
               this Letter of Indemnification and Release against the Company. 






	17.  	This
Letter of Indemnification and Release contains the entire agreement and
               understanding between the Company and yourself in respect of the subject
matter                hereof and terminates and replaces any previous agreement in such
respect,                provided however, that no previous exemption or release (as
opposed to indemnity                undertakings) given to you from and against any
liability for monetary or other                damages due to, or arising or resulting
from a breach of your duty of care to                the Company shall be affected. 







			Sincerely,

Negevtech Ltd.








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