Unassociated Document


    Israel
      Technology Acquisition Corp.

    7
      Gush Etzion, 3rd Floor

    Givaat
      Shmuel

    Israel
      54030

    


    To:

    Gemini
      Israel Funds

    9
      Hamenofim Street

    Herzliya
      Pituach 46725

    Israel

    


    Landa
      Ventures Ltd.

    7
      Menachem Begin St.

    Ramat
      Gan
      52521

    Israel

    


    


    December
      21, 2006

    


    CERTIFICATION

    


    1.  In
      furtherance and in addition to the Certification date June 19, 2006 (the
      "Prior
      Certification")
      provided to you by the undersigned in connection with that certain Letter
      Agreement of even date therewith by and among you, IXI Mobile, Inc.
      ("IXI
      US"),
      a
      Delaware corporation and IXI Mobile (R&D) Ltd. (“IXI
      Israel”),
      an
      Israeli company and a wholly owned subsidiary of IXI US (the "Letter
      Agreement")
      and
      that certain Loan Agreement of even date therewith by and among you, IXI US
      and
      IXI Israel (the "Loan
      Agreement"),
      the
      undersigned hereby certifies that its Board of Directors (including any required
      committee or subgroup of its Board of Directors) has, as of the date of this
      Certification, unanimously granted its approval to IXI US and to IXI Israel
      to
      enter into an Amendment to the Letter Agreement in the form attached hereto
      as
Exhibit
      A
      (the
      "Letter
      Agreement Amendment")
      and to
      enter into an Amendment to the Loan Agreement in the form attached hereto as
      Exhibit
      B
      (the
      "Loan
      Agreement Amendment")
      and
      has further unanimously approved the execution by ITAC of this
      Certification.

    


    2.  Subject
      to and conditioned upon the consummation of the ITAC/IXI Merger, ITAC hereby
      certifies and agrees that its certification and agreement in the Prior
      Certification to assume all of IXI US' and IXI Israel’s obligations, agreements,
      undertakings, representations and warranties pursuant to the combined provisions
      of the Letter Agreement and the Loan Agreement, as more specifically described
      in the Prior Certification, will apply to all such, agreements, undertakings,
      representations and warranties pursuant to the combined provisions of the Letter
      Agreement and the Loan Agreement in their amended terms as set forth in the
      combined provisions of the Letter Agreement Amendment and of the Loan Agreement
      Amendment. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  For
      and
      in consideration of ITAC providing the foregoing Certification to you, by
      accepting this Certification, each one of you, severally and not jointly, hereby
      agrees that its waiver of any Claims in or to any monies in the Trust Fund
      (as
      such terms are defined in the Prior Certification) as more fully set forth
      in
      the Prior Certification continues in full force and effect.

    


    4.  The
      undersigned, and, by accepting this Certification, each one of you, severally
      and not jointly, having adverse interests as a result of arms’ length
      bargaining, hereby agree that (i) neither Gemini, Landa nor any of their
      respective partners have rendered or agreed to render any services to ITAC
      in
      connection with the Letter Agreement and/or the Letter Agreement Amendment;
      (ii)
      the ITAC Stock and the ITAC Warrants are not being issued as compensation;
      and
      (iii) upon issuance, the ITAC Stock and the ITAC Warrants shall be deemed to
      have prices as if they were issued apart from the Guaranty (as defined in the
      Letter Agreement).

    


    5.  Capitalized
      terms not otherwise defined herein shall have the meanings assigned them in
      the
      Loan Agreement.

    


    6.  This
      Certification is provided as an inducement to you to enter into the Letter
      Agreement Amendment.

    


    7.  This
      Certification shall be governed by and construed in accordance with the laws
      of
      Delaware without regard to the conflicts of laws provisions
      thereof.

    


    


    


    


    


    [Signature
      Pages Follow]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ISRAEL
      TECHNOLOGY ACQUISITION CORP.

    


    


     

     

    
      	
              By:    
                

            	/s/
              Israel Frieder
	 	Name:
              Israel Frieder
	 	Title:
              Chairman and Chief Executive Officer


    

    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to ITAC Certification to First Amendment to the IXI-G/L Letter
      Agreement]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Accepted
      as of the date hereof:

    


    GEMINI
      ISRAEL III LIMITED PARTNERSHIP,

    by
      its
      general partner Gemini Capital Associates III L.P.,

    by
      its
      general partner Gemini Israel Funds Ltd.

    


    By:
      /s/
      David Cohen /s/ Yosi Sela

    Name:
      David Cohen Yosi Sela

    Title:
      CFO, GP Managing Partner          
       
       
       
            

     

    GEMINI
      ISRAEL III PARALLEL FUND LIMITED PARTNERSHIP,

    by
      its
      general partner Gemini Capital Associates III, L.P.

    by
      its
      general partner Gemini Israel Funds Ltd.

    


    By:
      /s/
      David Cohen /s/ Yosi Sela

    Name:
      David Cohen Yosi Sela

    Title:
      CFO, GP Managing Partner          
       
       
       
       
       

     

    GEMINI
      ISRAEL III OVERFLOW FUND LIMITED PARTNERSHIP,

    by
      its
      general partner Gemini Capital Associates III L.P.,

    by
      its
      general partner Gemini Israel Funds Ltd.

    


    By:
      /s/
      David Cohen /s/ Yosi Sela

    Name:
      David Cohen Yosi Sela

    Title:
      CFO, GP Managing Partner

    


    GEMINI
      PARTNER INVESTORS LIMITED PARTNERSHIP.

    by
      its
      general partner Gemini Israel Funds Ltd.

    


    By:
      /s/
      David Cohen /s/ Yosi Sela

    Name:
      David Cohen Yosi Sela

    Title:
      CFO, GP Managing Partner

    


    


    


    [Signature
      Page to ITAC Certification to First Amendment to the IXI-G/L Letter
      Agreement]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    

      
        	 	
                LANDA
                  VENTURES LTD.

              
	 	 	 
	 	
                By:
                  

              	/s/

	 	 	 
	 	
                Name:

              	
                 

              
	 	 	 
	 	
                Title:

              	 


      



    


    


    


    


    


    


    


    [Signature
      Page to ITAC Certification to First Amendment to the IXI-G/L Letter
      Agreement]