Unassociated Document


    Exhibit
      10.2

     

    STOCKHOLDER
      LOCK-UP AGREEMENT

    


    


    ___________
      ___, 2006

    


    Israel
      Technology Acquisition Corp.

    7
      Gush
      Etzion, 3rd
      Floor

    Givaat
      Shmuel

    Israel
      54030

    Attention:
      Israel Frieder, Chief Executive Officer

    


    Re:
      Lock-Up Agreement

    


    


    Ladies
      and Gentlemen:

    


    In
      connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated
      February 28, 2006 by and among Israel Technology Acquisition Corp., a
      Delaware corporation (“Parent”), ITAC Acquisition Subsidiary Corp., a Delaware
      corporation and a wholly owned subsidiary of Parent and IXI Mobile, Inc., a
      Delaware corporation (“Company”), and to induce Parent to enter into the Merger
      Agreement and consummate the Merger (as defined in the Merger Agreement; terms
      used but not defined in this Lock-Up Agreement shall have the meanings ascribed
      to them in the Merger Agreement), the undersigned, agrees to neither directly
      nor indirectly:

    


    (1)
      sell
      or offer or contract to sell or offer, grant any option or warrant for the
      sale
      of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose
      of
      (all being referred to as a “Transfer”) any legal or beneficial interest in any
      Closing Shares or Additional Shares receivable in accordance with the terms
      of
      the Merger Agreement (the “Restricted Securities”), or

    


    (2)
      enter
      into any swap or any other agreement or any transaction that transfers, in
      whole
      or in part, directly or indirectly, the economic consequence of ownership of
      any
      of the Restricted Securities, whether such swap transaction is to be settled
      by
      delivery of any Restricted Securities or other securities of any person, in
      cash
      or otherwise,

    


    during
      the “Restricted Period” (as hereinafter defined). As used herein and subject to
      the provisions set out below in this paragraph, “Restricted Period” means the
      period commencing on the Closing Date and ending four hundred and fifty (450)
      days after the Closing Date. Notwithstanding the above, commencing one hundred
      and eighty (180) days from the Closing Date (the “Partial Release Date”) and at
      the end of each of the following three (3) ninety (90) day periods, the
      Restricted Period shall terminate with respect to 25% of the Restricted
      Securities (for the avoidance of doubt, 25% of the Restricted Securities shall
      be released on each of the 181st,
      271st,
      361st
      and
      451st
      days
      following the Closing Date), provided however, for a period of three hundred
      and
      sixty (360) days from the Closing Date no Transfer of any class of Restricted
      Securities shall be permitted unless the Last Reported Sales Price immediately
      prior to such Transfer
      equals or exceeds $6.00 per share of Parent Common Stock. In addition, following
      the Partial Release Date the Restricted Period shall terminate immediately
      (i)
      with respect to 50% of the Restricted Securities in the event that the Last
      Reported Sales Price of Parent Common Stock is equal to or exceeds the First
      Share Price Trigger for the First Share Price Measurement Period and (ii) with
      respect to all of the Restricted Securities in the event that the Last Reported
      Sales Price of Parent Common Stock is equal to or exceeds the Second Share
      Price
      Trigger for the Second Share Price Measurement Period. This Lock-Up Agreement
      shall be terminated and be of no further force or effect in the event of a
      Change of Control.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    For
      the
      avoidance of doubt, it is understood that all Closing Shares owned by the
      undersigned and held by the Escrow Agent as Holdback Escrowed Shares shall
      be
      considered part of the Closing Shares.

    


    Notwithstanding
      the foregoing limitations this Lock-Up Agreement will not prevent any Transfer
      of any or all of the Restricted Securities, either during the undersigned's
      lifetime or on the undersigned's death, by gift, will or intestate succession,
      to the undersigned's family members or to trusts, family limited partnerships
      and similar entities primarily for the benefit of the
      undersigned or the undersigned's family members; provided, however, that in
      each
      and any such event it shall be a condition to the Transfer that the transferee
      execute an agreement stating that the transferee is receiving and holding the
      Restricted Securities subject to the provisions of this Lock-Up Agreement and
      there shall be no further Transfer of the Restricted Securities except in
      accordance with this Lock-Up Agreement. For purposes of this sub-paragraph,
      the
      term family member shall mean spouse, lineal descendants, stepchildren, father,
      mother, brother or sister of the transferor or of the transferor's spouse.
      Also
      notwithstanding the foregoing limitations, in the event the undersigned is
      an
      entity rather than an individual, this Lock-Up Agreement will not prevent any
      Transfer of any or all of the Restricted Securities to the shareholders of
      such
      entity, if it is a corporation, to the members of such entity, if it is a
      limited liability company, or to the partners in such entity, if it is a
      partnership; provided, however, that in each and any such event it shall be
      a
      condition to the Transfer that the transferee execute an agreement stating
      that
      the transferee is receiving and holding the Restricted Securities subject to
      the
      provisions of this Lock-Up Agreement. 

    


     Any
      of
      the Restricted Securities subject to this Lock-Up Agreement may be released
      in
      whole or part from the terms hereof upon the approval of the board of directors
      of Parent and the Committee referred to in the Merger Agreement. In the event
      that any stockholder of the Company who received Closing Shares or Additional
      Shares in connection with the Merger and beneficially owns four percent (4%)
      of
      the outstanding shares of Parent Common Stock is released in whole or in part
      by
      the board of directors of the Parent and the Committee referred to in the Merger
      Agreement from the terms and conditions of a lock-up agreement substantially
      similar to this Lock-Up Agreement, the undersigned will be released from the
      terms and conditions hereof to the same extent such other
      stockholder.

     

    The
      undersigned hereby authorizes Parent's transfer agent to apply the appropriate
      legend to any certificates representing the Restricted Securities issued to
      the
      undersigned to reflect the existence and general terms of this Lock-up
      Agreement.

     

    
      
        
        

      

      
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    The
      undersigned understands that Parent is relying upon this Lock-Up Agreement
      in
      proceeding toward consummation of the Merger. The undersigned represents and
      warrants that the undersigned has full power and authority to enter into this
      Lock-Up Agreement. 

     

    This
      Lock-up Agreement will be legally binding on the undersigned and on the
      undersigned's heirs, successors, executors, administrators, conservators and
      permitted assigns, and is executed as an instrument governed by the law of
      the
      State of Delaware.

     

    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	
              By:
                _________________________

            


    

     

    
      
        
        

      

      
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