Unassociated Document


    Exhibit
      10.4

    


     

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    BY
      AND AMONG

     

    ISRAEL
      TECHNOLOGY ACQUISITION CORP.

     

    AND
      THE

     

    STOCKHOLDERS
      LISTED ON SCHEDULE A HERETO

     

    DATED
      AS OF _____________  ____, 2006

     

    
      
        
        

      

      
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    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as
      of _____ __, 2006, by and among Israel Technology Acquisition Corp., a
      Delaware corporation (“Parent”) and the stockholders listed on Schedule A hereto
      (the “Stockholders”) (as herein defined).

     

     

    RECITALS

     

    WHEREAS,
      this
      Agreement is being entered into pursuant to that certain Agreement and Plan
      of
      Merger (the “Merger Agreement”) dated February 28, 2006 by and among Parent,
      ITAC Acquisition Subsidiary Corp., a Delaware corporation and a wholly-owned
      subsidiary of Parent and IXI Mobile, Inc, a Delaware corporation.

     

    WHEREAS,
      in
      order to induce the Stockholders to approve the Merger and adopt the Merger
      Agreement and consummate the transactions contemplated therein, Parent has
      agreed to the registration of Parent Common Stock (as defined in the Merger
      Agreement; terms used but not defined in this Registration Rights Agreement
      shall have the meanings ascribed to them in the Merger Agreement) under the
      Securities Act, upon the terms and subject to the conditions provided
      herein.

     

    1.  
Definitions.
      For
      purposes of this Agreement:

     

    1.1  “Affiliate”
means,
      with respect to any specified Person, any other Person who or which, directly
      or
      indirectly, controls, is controlled by, or is under common control with such
      specified Person, including without limitation any partner, officer, director,
      manager or employee of such Person and any venture capital fund now or hereafter
      existing that is controlled by or under common control with one or more general
      partners or managing members of, or shares the same management company with,
      such Person.

     

    1.2  “Applicable
      Time”
means
      any time immediately prior to which a Stockholder or any agent thereof
      (including any broker-dealers) or any underwriter of Registrable Securities
      enters into an agreement or arrangement for the sale of the Registrable
      Securities registered pursuant to a registration statement filed pursuant to
      this Agreement.

     

    1.3  “Damages”
means
      any loss, claim, damage, or liability (joint or several) to which a party hereto
      may become subject under the Securities Act, the Exchange Act, or other federal
      or state law, insofar as such loss, claim, damage, or liability (or any action
      in respect thereof) arises out of or is based upon (i) any untrue statement
      or
      alleged untrue statement of a material fact contained in any registration
      statement, final prospectus contained in such registration statement, the
      General Disclosure Package (if any), or any Parent-Represented Limited Free-Use
      Writing Prospectus (when considered together with the General Disclosure
      Package, if any), or any amendments or supplements thereto, (ii) an
      omission or alleged omission to state therein a material fact required to be
      stated therein, or necessary to make the statements therein not misleading;
      or
      (iii) any violation or alleged violation by any other party hereto of the
      Securities Act, the Exchange Act, any state securities law, or any rule or
      regulation promulgated under the Securities Act, the Exchange Act, or any state
      securities law.

     

    
      
        
        

      

      
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    1.4  “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    1.5  “Excluded
      Registration”
means
      a
      registration relating either to the sale of securities to employees of Parent
      pursuant to a stock option, stock purchase, or similar plan or to an SEC Rule
      145 transaction; a registration on any form that does not include substantially
      the same information as would be required to be included in a registration
      statement covering the sale of the Registrable Securities; or a registration
      in
      which the only Parent Common Stock being registered is Parent Common Stock
      issuable upon conversion of debt securities that are also being
      registered.

     

    1.6  “Form
      S-3”
means
      such form under the Securities Act as in effect on the date hereof or any
      registration form under the Securities Act subsequently adopted by the SEC
      that
      permits incorporation of substantial information by reference to other documents
      filed by Parent with the SEC.

     

    1.7  “General
      Disclosure Package”
means
      (i) any Parent-Represented General Free-Use Writing Prospectus issued
      immediately prior to the Applicable Time and (ii) the Statutory
      Prospectus.

     

    1.8  “Immediate
      Family Member”
means
      a
      child,
      stepchild,
      grandchild, parent, stepparent,
      grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
      daughter-in-law, brother-in-law,
      or
sister-in-law,
      including adoptive relationships, of a natural person referred to
      herein.

     

    1.9  “Initiating
      Stockholders”
means,
      collectively, Stockholders who properly initiate a registration request under
      this Agreement.

     

    1.10  “Parent-Represented
      Free-Use Writing Prospectus”
means
      any “issuer free writing prospectus”, as defined in SEC Rule 433 under the
      Securities Act, relating to securities of Parent in the form filed or required
      to be filed with the SEC or, if not required to be filed, in the form retained
      in the Parent’s records pursuant to Rule 433(g) under the Securities
      Act.

     

    1.11  “Parent-Represented
      General Free-Use Writing Prospectus”
means
      any Parent-Represented Free-Use Writing Prospectus that is intended for general
      distribution to prospective investors.

     

    1.12  “Parent-Represented
      Limited Free-Use Writing Prospectus”
means
      any Parent-Represented Free-Use Writing Prospectus that is not a
      Parent-Represented General Free-Use Writing Prospectus.

     

    1.13  “Person”
means
      any individual, corporation, partnership, trust, limited liability company,
      association or other
      entity.

     

    
      
        
        

      

      
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    1.14  “Register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing a registration statement
      or
      similar document in compliance with the Securities Act, and the declaration
      or
      ordering of effectiveness of such registration statement or
      document.

     

    1.15  “Registrable
      Securities”
means
      all Parent Common Stock issuable to the Stockholders pursuant to the Merger
      Agreement, excluding in all cases, however, any Registrable Securities sold
      by a
      Person in a transaction in which the rights under Section 2 hereof are not
      assigned pursuant to Section 2.11 or any shares for which registration rights
      have terminated pursuant to Section 2.12 of this Agreement.

     

    1.16  “SEC”
means
      the Securities and Exchange Commission.

     

    1.17  “SEC
      Rule 144”
means
      Rule 144 promulgated by the SEC under the Securities Act.

     

    1.18  “SEC
      Rule 144(k)”
means
      Rule 144(k) promulgated by the SEC under the Securities Act.

     

    1.19  “SEC
      Rule 145”
means
      Rule 145 promulgated by the SEC under the Securities Act. 

     

    1.20  “SEC
      Rule 433”
means
      Rule 433 promulgated by the SEC under the Securities Act.

     

    1.21  “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    1.22  “Selling
      Expenses”
means
      all underwriting discounts, selling commissions, and stock transfer taxes
      applicable to the sale of Registrable Securities, and fees and disbursements
      of
      counsel for any Stockholder, except as provided in Section 2.7.

     

    1.23  “Statutory
      Prospectus”
means
      the most recent preliminary prospectus that is included in the registration
      statement immediately prior to the Applicable Time.

     

    2.  
Registration
      Rights.
      Parent
      covenants and agrees as follows:

     

    2.1      
      Demand
      Registration.

     

    (a)  If
      at any
      time commencing one hundred eighty (180) days after the Effective Time, Parent
      receives a request from Stockholders (a “Stockholder Request Notice”) of at
      least twenty-five percent ( 25%) of the Registrable Securities then outstanding
      that Parent effect a registration with respect to Registrable Securities with
      a
      reasonably anticipated aggregate offering price of $5,000,000 (the “Demand
      Threshold”) then outstanding, then Parent shall (i) within ten (10) days after
      the date such request is given, give notice thereof (the “Parent Demand Notice”)
      to all Stockholders other than the Initiating Stockholders; and (ii) as soon
      as
      practicable, and in any event within sixty (60) days after the date such request
      is given by the Initiating Stockholders, file a registration statement under
      the
      Securities Act covering all Registrable Securities that the Initiating
      Stockholders
      requested
      to be
      registered and any
      additional Registrable Securities requested to be included in such registration
      by any other Stockholders, as specified by notice given by each such Stockholder
      to Parent within twenty (20) days of the date the Parent Demand Notice is given,
      and in each case, subject
      to the limitations of Section 2.1(b). Parent
      shall
      be
      obligated to effect registration and qualification pursuant to this Section
      2.1(a) no more than two (2) times during the term of this Agreement subject
      to
      the terms and conditions hereof. It is understood among the parties
      that any
      of Registrable Securities which are subject to any contractual restriction
      on
      transfer as the result of any agreement between the Stockholder and Parent
      shall
      not be included in any registration statement pursuant to this Agreement until
      such restrictions have lapsed or have otherwise been terminated and such
      Registrable Securities shall not be included in determining whether the Demand
      Threshold has been met or exceeded.

     

    
      
        
        

      

      
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    (b)  Notwithstanding
      the foregoing obligations, if Parent furnishes to Stockholders requesting a
      registration pursuant to this Section 2.1 a certificate signed by Parent’s chief
      executive officer stating that in the good faith judgment of Parent’s Board of
      Directors it would be materially detrimental to Parent and its stockholders
      for
      such registration statement to either become effective or remain effective
      for
      as long as such registration statement otherwise would be required to remain
      effective, because such action would (i) materially interfere with a significant
      acquisition, corporate reorganization, or other similar transaction involving
      Parent; (ii) require premature disclosure of material information that Parent
      has a bona fide business purpose for preserving as confidential; or
      (iii) render Parent unable to comply with requirements under the Securities
      Act or Exchange Act, then Parent shall have the right to defer taking action
      with respect to such filing, and any time periods with respect to filing or
      effectiveness thereof shall be tolled correspondingly, for a period of not
      more
      than sixty (60) days after the request of the Initiating Stockholders is given
      ;
provided,
      however,
      that
      Parent may not invoke this right more than once in any twelve (12) month period;
      and provided
      further
      that
      Parent shall not register any securities for its own account or that of any
      other stockholder during such sixty (60) day period other than an Excluded
      Registration.

     

    (c)  Parent
      shall not be obligated to effect, or to take any action to effect, any
      registration pursuant to this Section 2.1 during the period that is sixty
      (60) days before Parent’s good faith estimate of the date of filing of, and
      ending on a date that is one hundred eighty (180) days after the effective
      date
      of, a Parent-initiated registration, provided,
      that
      Parent is actively employing in good faith commercially reasonable efforts
      to
      cause such registration statement to become effective.
      A
      registration shall not be counted as “effected” for purposes of this Section 2.1
      until such time as the applicable registration statement has been declared
      effective by the SEC and such Registrable Securities so requested by the
      Initiating Stockholders have been registered, unless the Initiating Stockholders
      withdraw their request for such registration, elect not to pay the registration
      expenses therefor, and
      forfeit their right to one demand registration statement pursuant
      to Section 2.1(a),
      in which case such withdrawn registration statement shall be counted as
“effected” for purposes of this Section 2.1.
      

     

    2.2      
      Parent
      Registration.
      If
      Parent proposes to register (including, for this purpose, a registration
      effected by Parent for stockholders other than the Stockholders) any of its
      stock or other securities under the Securities Act in connection with the public
      offering of such securities solely for cash (other than an Excluded
      Registration), Parent shall, at such time, promptly give each Stockholder notice
      of such registration. Upon the request of each Stockholder given within twenty
      (20) days after such notice is given by Parent, Parent shall, subject to the
      provisions of Section 2.4, cause to be registered all of the Registrable
      Securities that each such Stockholder has requested to be included in such
      registration. Parent shall have the right to terminate or withdraw any
      registration initiated by it under this Section 2.2 before the effective date
      of
      such registration, whether or not any Stockholder has elected to include
      Registrable Securities in such registration. The expenses of such withdrawn
      registration shall be borne by Parent in accordance with Section 2.7.

     

    
      
        
        

      

      
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    2.3      
      Form
      S-3 Registration.
      If
      Parent receives a request from Stockholders of at least five percent (5%) of
      the
      Registrable Securities then outstanding that Parent effect a registration on
      Form S-3 with respect to all or a part of the Registrable Securities owned
      by
      such Initiating Stockholders, then Parent shall: 

     

    (a)  within
      ten (10) days after the date such request is given, give notice of the proposed
      registration to all Stockholders other than the Initiating Stockholders (the
      “S-3 Notice”); and

     

    (b)  as
      soon
      as practicable (and in any event within 45 days from such request) to effect
      such registration as would permit or facilitate the sale and distribution of
      all
      or such portion of such Initiating Stockholders’ Registrable Securities as are
      specified in such request, together with all or such portion of the Registrable
      Securities of any other Stockholders joining in such request as are specified
      in
      a request given to Parent within fifteen (15) days after the S-3 Notice is
      given; provided,
      however,
      that
      Parent shall not be obligated to effect any such registration pursuant to this
      Section 2.3 (i) if Form S-3 is not then available for such offering by the
      Stockholders; (ii) if the Stockholders, together with the Stockholders of any
      other securities of Parent entitled to and requesting inclusion in such
      registration, propose to sell Registrable Securities and such other securities
      (if any) at an aggregate price to the public of less than $1,000,000; (iii)
      if
      Parent furnishes to the Stockholders a certificate signed by the chief executive
      officer of Parent stating that in the good-faith judgment of the Board of
      Directors of Parent, it would be materially detrimental to Parent and its
      stockholders for such Form S-3 registration to be effected at such time, in
      which event Parent shall have the right to defer the filing of the Form S-3
      registration statement for a period of not more than sixty (60) days after
      receipt of the request of the Initiating Stockholders under this Section 2.3;
      provided,
      however,
      that
      Parent shall not invoke this right more than twice in any twelve (12) month
      period; and provided
      further
      that
      Parent shall not register any securities for its own account or that of any
      other stockholder during such sixty (60) day period other than an Excluded
      Registration. Notwithstanding
      the aforesaid, the
      Company shall not be required to effect more than two registrations
      on Form S-3 in
      any 12
      month period pursuant to this Section 2.3.

     

    (c)  Registrations
      effected pursuant to this Section 2.3 shall not be counted as demands for
      registration or registrations effected pursuant to Section 2.1. 

     

    2.4      
      Underwriting
      Requirements. 

     

    
      
        
        

      

      
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    (a)  If,
      pursuant to Section 2.1 the Initiating Stockholders intend to distribute the
      Registrable Securities covered by their request by means of an underwriting,
      they shall so advise Parent as a part of their request made pursuant to Section
      2.1(a) or Section 2.3, and Parent shall include such information in the Parent
      Demand Notice or the S-3 Notice, as the case may be. The underwriter will be
      selected by the Parent and shall be reasonably acceptable to a majority in
      interest of the Initiating Stockholders. In such event, the right of any
      Stockholder to include such Stockholder’s Registrable Securities in such
      registration shall be conditioned upon such Stockholder’s participation in such
      underwriting and the inclusion of such Stockholder’s Registrable Securities in
      the underwriting to the extent provided herein. All Stockholders proposing
      to
      distribute their securities through such underwriting shall (together with
      Parent as provided in Section 2.5(e)) enter into an underwriting agreement
      in
      customary form with the underwriter(s) selected for such underwriting.
      Notwithstanding any other provision of this Section 2.4, if the underwriter(s)
      advise(s) the Initiating Stockholders in writing that marketing factors require
      a limitation on the number of shares to be underwritten, then the Initiating
      Stockholders shall so advise all Stockholders of Registrable Securities that
      otherwise would be underwritten pursuant hereto, and the number of Registrable
      Securities that may be included in the underwriting shall be allocated among
      all
      Stockholders of Registrable Securities, including the Initiating Stockholders,
      in proportion (as nearly as practicable) to the number of Registrable Securities
      of Parent owned by each Stockholder; provided,
      however,
      that
      the number of Registrable Securities held by the Stockholders to be included
      in
      such underwriting shall not be reduced unless all other securities are first
      entirely excluded from the underwriting. To facilitate the allocation of shares
      in accordance with the above provisions, Parent or the underwriters may round
      the number of shares allocated to any Stockholder to the nearest 100 shares.
      

     

    (b)  In
      connection with any offering involving an underwriting of shares of Parent’s
      capital stock pursuant to Section 2.2, Parent shall not be required to include
      any of the Stockholders’ Registrable Securities in such underwriting unless the
      Stockholders accept the terms of the underwriting as agreed upon between Parent
      and its underwriters, and then only in such quantity as the underwriters in
      their sole discretion determine will not jeopardize the success of the offering
      by Parent. If the total number of securities, including Registrable Securities,
      requested by stockholders to be included in such offering exceeds the number
      of
      securities to be sold (other than by Parent) that the underwriters in their
      reasonable discretion determine is compatible with the success of the offering,
      then Parent shall be required to include in the offering only that number of
      such securities, including Registrable Securities, which the underwriters and
      Parent in their sole discretion determine will not jeopardize the success of
      the
      offering. In no event shall any Registrable Securities be excluded from such
      offering unless all other stockholders’ securities have been first excluded. If
      the underwriters determine that less than all of the Registrable Securities
      requested to be registered can be included in such offering, then the
      Registrable Securities that are included in such offering shall be apportioned
      pro rata among the selling Stockholders based on the number of Registrable
      Securities held by all selling Stockholders or in such other proportions as
      shall mutually be agreed to by all such selling Stockholders. Notwithstanding
      the foregoing, in no event shall the number of Registrable Securities included
      in the offering be reduced below thirty-five percent (35%) of the total number
      of securities included in such offering. For purposes of the provision in this
      Section 2.4(b) concerning apportionment, for any selling stockholder that is
      an
      Stockholder and a partnership, limited liability company, or corporation, the
      partners, members, retired partners, retired members, stockholders, and
      Affiliates of such Stockholder, or the estates and Immediate Family Members
      of
      any such partners, retired partners, members, and retired members and any trusts
      for the benefit of any of the foregoing Persons, shall be deemed to be a single
      “selling Stockholder,” and any pro rata reduction with respect to such “selling
      Stockholder” shall be based upon the aggregate number of Registrable Securities
      owned by all Persons included in such “selling Stockholder,” as defined in this
      sentence.

     

    
      
        
        

      

      
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    (c) For
      purposes of Section 2.1 and Section 2.3, a registration shall not be counted
      as
“effected” if, as a result of an exercise of the underwriter’s cutback
      provisions in Section 2.4(a), fewer than eighty percent (80%) of the total
      number of Registrable Securities that Stockholders have requested to be included
      in such registration statement are actually included.

     

    2.5      
      Obligations
      of Parent.
      Whenever
      required under this Section 2 to effect the registration of any Registrable
      Securities, Parent shall, as expeditiously as reasonably possible:

     

    (a)  prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use its commercially reasonable efforts to cause such
      registration statement to become effective and, upon the request of the
      Stockholders of a majority of the Registrable Securities registered thereunder,
      keep such registration statement effective for a period of up to one hundred
      fifty (150) days or, if earlier, until the distribution contemplated in the
      registration statement has been completed; provided,
      however,
      that
      (i) such one hundred fifty (150) day period shall be extended for a period
      of
      time equal to the period the Stockholder refrains, at the request of an
      underwriter of Parent Common Stock (or other securities), from selling any
      securities included in such registration, and (ii) in the case of any
      registration of Registrable Securities on Form S-3 that are intended to be
      offered on a continuous or delayed basis, subject to compliance with applicable
      SEC rules, such one hundred fifty (150) day period shall be extended by up
      to an
      additional one hundred fifty (150) days, if necessary, to keep the registration
      statement effective until all such Registrable Securities are sold;

     

    (b)  prepare
      and file with the SEC such amendments and supplements to such registration
      statement, and the prospectus used in connection with such registration
      statement, as may be necessary to comply with the Securities Act in order to
      enable the disposition of all securities covered by such registration
      statement;

     

    (c)  furnish
      to the selling Stockholders [ ] copies of a prospectus, including a preliminary
      prospectus, as required by the Securities Act, and such other documents as
      the
      Stockholders may reasonably request in order to facilitate their disposition
      of
      their Registrable Securities;

     

    (d)  use
      its
      commercially reasonable efforts to register and qualify the securities covered
      by such registration statement under such other securities or blue-sky laws
      of
      such jurisdictions as shall be reasonably requested by the selling Stockholders;
      provided
      that
      Parent
      shall not be required to qualify to do business or to file a general consent
      to
      service of process in any such states or jurisdictions, unless Parent is already
      subject to service in such jurisdiction and except as may be required by the
      Securities Act;

     

    (e)  in
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the underwriters of such offering;

     

    
      
        
        

      

      
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    (f)  use
      its
      commercially reasonable efforts to cause all such Registrable Securities covered
      by such registration statement to be listed on a national securities exchange
      or
      trading system and each securities exchange and trading system (if any) on
      which
      similar securities issued by Parent are then listed;

     

    (g)  provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      to this Agreement and provide a CUSIP number for all such Registrable
      Securities, in each case not later than the effective date of such
      registration;

     

    (h)  promptly
      make available for inspection by the selling Stockholders, any underwriter
      participating in any disposition pursuant to such registration statement, and
      any attorney or accountant or other agent retained by any such underwriter
      or
      selected by the selling Stockholders, all financial and other records, pertinent
      corporate documents, and properties of Parent, and cause Parent’s officers,
      directors, employees, and independent accountants to supply all information
      reasonably requested by any such seller, underwriter, attorney, accountant,
      or
      agent in connection with any such registration statement, in each case, subject
      to the execution of appropriate confidentiality agreements;

     

    (i)  notify
      each selling Stockholder, promptly after Parent receives notice thereof, of
      the
      time when such registration statement has been declared effective or a
      supplement to any prospectus forming a part of such registration statement
      has
      been filed; and

     

    (j)  after
      such registration statement becomes effective, notify each selling Stockholder
      of any request by the SEC that Parent amend or supplement such registration
      statement or prospectus.

     

    2.6      
      Furnish
      Information.
      It
      shall be a condition precedent to the obligations of Parent to take any action
      pursuant to this Section 2 with respect to the Registrable Securities of any
      selling Stockholder that such Stockholder shall furnish to Parent such
      information regarding itself, the Registrable Securities held by it, and the
      intended method of disposition of such securities as is reasonably required
      to
      effect the registration of such Stockholder’s Registrable
      Securities.

     

    2.7      
      Expenses
      of Registration.
      All
      expenses (other than Selling Expenses) incurred in connection with
      registrations, filings, or qualifications pursuant to Section 2, including
      all registration, filing, and qualification fees; printers’ and accounting fees;
      fees and disbursements of counsel for Parent; and the reasonable fees and
      disbursements of one counsel for the selling Stockholders, shall be borne and
      paid by Parent; provided,
      however,
      that
      Parent shall not be required to pay for any expenses of any registration
      proceeding begun pursuant to Section 2.1 or Section 2.3 if the registration
      request is subsequently withdrawn at the request of the Stockholders of a
      majority of the Registrable Securities to be registered (in which case all
      selling Stockholders shall bear such expenses pro rata based upon the number
      of
      Registrable Securities that were to be included in the withdrawn registration),
      unless the Stockholders of a majority of the Registrable Securities agree to
      forfeit their right to one registration pursuant to Section 2.1 or Section
      2.3,
      as the case may be; provided
      further
      that if,
      at the time of such withdrawal, the Stockholders have learned of a material
      adverse change in the condition, business, or prospects of Parent from that
      known to the Stockholders at the time of their request and have withdrawn the
      request with reasonable promptness after learning of such information, then
      the
      Stockholders shall not be required to pay any of such expenses and shall not
      forfeit their right to one registration pursuant to Section 2.1 or Section
      2.3.
      All Selling Expenses relating to Registrable Securities registered pursuant
      to
      this Section 2 shall be borne and paid by the Stockholders pro rata on the
      basis
      of the number of Registrable Securities registered on their behalf.

     

    
      
        
        

      

      
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    2.8      
      Delay
      of Registration.
      No
      Stockholder shall have any right to obtain or seek an injunction restraining
      or
      otherwise delaying any registration pursuant to this Agreement as the result
      of
      any controversy that might arise with respect to the interpretation or
      implementation of this Section 2.

     

    2.9      
      Indemnification.
      If
      any
      Registrable Securities are included in a registration statement under this
      Section 2:

     

    (a)  To
      the
      extent permitted by law, Parent will indemnify and hold harmless each selling
      Stockholder, and the partners, members, officers, directors, and stockholders
      of
      each such Stockholder; legal counsel and accountants for each such Stockholder;
      any underwriter (as defined in the Securities Act) for each such Stockholder;
      and each Person, if any, who controls such Stockholder or underwriter within
      the
      meaning of the Securities Act or the Exchange Act, against any Damages, and
      Parent will pay to each such Stockholder, underwriter, controlling Person,
      or
      other aforementioned Person any legal or other expenses reasonably incurred
      thereby in connection with investigating any matter or defending any proceeding
      from which Damages may result, as such expenses are incurred; provided,
      however,
      that
      the indemnity agreement contained in this Section 2.9(a) shall not apply to
      amounts paid in settlement of any such investigation or proceeding if such
      settlement is effected without the consent of Parent, which consent shall not
      be
      unreasonably withheld, nor shall Parent be liable for any Damages to the extent
      that they arise out of or are based upon actions or omissions made in reliance
      upon and in conformity with written information furnished by or on behalf of
      any
      such Stockholder, underwriter, controlling Person, or other aforementioned
      Person expressly for use in connection with such registration.

     

    (b)  To
      the
      extent permitted by law, each selling Stockholder, severally and not jointly,
      will indemnify and hold harmless Parent, and each of its directors, each of
      its
      officers who has signed the registration statement, each Person (if any), who
      controls Parent within the meaning of the Securities Act, legal counsel and
      accountants for Parent, any underwriter (as defined in the Securities Act),
      any
      other Stockholder selling securities in such registration statement, and any
      controlling Person of any such underwriter or other Stockholder, against any
      Damages, in each case only to the extent that such Damages arise out of or
      are
      based upon actions or omissions made in reliance upon and in conformity with
      written information furnished by or on behalf of such selling Stockholder
      expressly for use in connection with such registration; and each such selling
      Stockholder will pay to Parent and each other aforementioned Person any legal
      or
      other expenses reasonably incurred thereby in connection with investigating
      any
      investigation or defending any proceeding from which Damages may result, as
      such
      expenses are incurred; provided,
      however,
      that
      the indemnity agreement contained in this Section 2.9(b) shall not apply to
      amounts paid in settlement of any such investigation or proceeding if such
      settlement is effected without the consent of the Stockholder, which consent
      shall not be unreasonably withheld; and provided
      further
      that in
      no event shall any indemnity under this Section 2.9(b) exceed the proceeds
      from
      the offering (net of any Selling Expenses) received by such Stockholder, except
      in the case of fraud or willful misconduct by such Stockholder.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (c)  Promptly
      after receipt by an indemnified party under this Section 2.9 of notice of
      the commencement of any action (including any governmental action) for which
      a
      party may be entitled to indemnification hereunder, such indemnified party
      will,
      if a claim in respect thereof is to be made against any indemnifying party
      under
      this Section 2.9, give the indemnifying party notice of the commencement
      thereof. The indemnifying party shall have the right to participate in such
      action and, to the extent the indemnifying party so desires, participate jointly
      with any other indemnifying party to which notice has been given, and to assume
      the defense thereof with counsel mutually satisfactory to the parties;
provided,
      however,
      that an
      indemnified party (together with all other indemnified parties that may be
      represented without conflict by one counsel) shall have the right to retain
      one
      separate counsel, with the fees and expenses to be paid by the indemnifying
      party, if representation of such indemnified party by the counsel retained
      by
      the indemnifying party would be inappropriate due to actual or potential
      differing interests between such indemnified party and any other party
      represented by such counsel in such action. The failure to give notice to the
      indemnifying party within a reasonable time of the commencement of any such
      action shall relieve such indemnifying party of any liability to the indemnified
      party under this Section 2.9, to the extent that such failure materially
      prejudices the indemnifying party’s ability to defend such action. The failure
      to give notice to the indemnifying party will not relieve it of any liability
      that it may have to any indemnified party otherwise than under this Section
      2.9.

     

    (d)  To
      provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either (i) any party otherwise entitled
      to
      indemnification hereunder makes a claim for indemnification pursuant to this
      Section 2.9 but it is judicially determined (by the entry of a final judgment
      or
      decree by a court of competent jurisdiction and the expiration of time to appeal
      or the denial of the last right of appeal) that such indemnification may not
      be
      enforced in such case, notwithstanding the fact that this Section 2.9 provides
      for indemnification in such case, or (ii) contribution under the Securities
      Act
      may be required on the part of any party hereto for which indemnification is
      provided under this Section 2.9, then, and in each such case, such parties
      will contribute to the aggregate losses, claims, damages, liabilities, or
      expenses to which they may be subject (after contribution from others) in such
      proportion as is appropriate to reflect the relative fault of the each of
      indemnifying party and the indemnified party in connection with the statements,
      omissions, or other actions that resulted in such loss, claim, damage,
      liability, or expense, as well as to reflect any other relevant equitable
      considerations. The relative fault of the indemnifying party and of the
      indemnified party shall be determined by reference to, among other things,
      whether the untrue or allegedly untrue statement of a material fact, or the
      omission or alleged omission of a material fact, relates to information supplied
      by the indemnifying party or by the indemnified party and the parties’ relative
      intent, knowledge, access to information, and opportunity to correct or prevent
      such statement or omission; provided,
      however,
      that,
      in any such case, (x) no Stockholder will be required to contribute any amount
      in excess of the public offering price of all such Registrable Securities
      offered and sold by such Stockholder pursuant to such registration statement,
      and (y) no Person guilty of fraudulent misrepresentation (within the meaning
      of
      section 11(f) of the Securities Act) will be entitled to contribution from
      any
      Person who was not guilty of such fraudulent misrepresentation; and provided
      further
      that in
      no event shall a Stockholder’s liability pursuant to this Section 2.9(d), when
      combined with the amounts paid or payable by such Stockholder pursuant to
      Section 2.9(b), exceed the proceeds from the offering (net of any Selling
      Expenses) received by such Stockholder, except in the case of willful misconduct
      or fraud by such Stockholder.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (e) Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in any underwriting agreement entered into in connection
      with an underwritten public offering are in conflict with the foregoing
      provisions, the provisions in such underwriting agreement shall
      control.

     

    (f) Unless
      otherwise superseded by an underwriting agreement entered into in connection
      with an underwritten public offering, the obligations of Parent and Stockholders
      under this Section 2.9 shall survive the completion of any offering of
      Registrable Securities in a registration under this Section 2, and otherwise
      shall survive the termination of this Agreement. 

     

    2.10      Reports
      Under Exchange Act.
      With a
      view to making available to the Stockholders the benefits of SEC Rule 144 and
      any other rule or regulation of the SEC that may at any time permit a
      Stockholder to sell securities of Parent to the public without registration
      or
      pursuant to a registration on Form S-3, Parent shall:

     

    (a)  make
      and
      keep public information available, as those terms are understood and defined
      in
      SEC Rule 144;

     

    (b)  use
      best
      efforts to file with the SEC in a timely manner all reports and other documents
      required of Parent under the Securities Act and the Exchange Act (at any time
      after Parent has become subject to such reporting requirements);
      and

     

    (c)  furnish
      to any Stockholder, so long as the Stockholder owns any Registrable Securities,
      forthwith upon request (i) a written statement by Parent that it has complied
      with the reporting requirements of SEC Rule 144 or that it qualifies as a
      registrant whose securities may be resold pursuant to Form S-3 (at any time
      after Parent so qualifies); (ii) a copy of the most recent annual or quarterly
      report of Parent and such other reports and documents so filed by Parent; and
      (iii) such other information as may be reasonably requested in availing any
      Stockholder of any rule or regulation of the SEC that permits the selling of
      any
      such securities without registration (at any time after Parent has become
      subject to the reporting requirements under the Exchange Act) or pursuant to
      such Form S-3 (at any time after Parent so qualifies to use such
      form).

     

    2.11      Assignment
      of Registration Rights.
      The
      rights to cause Parent to register Registrable Securities pursuant to this
      Section 2 may be assigned (but only with all related obligations) by a
      Stockholder to a transferee of such Registrable Securities that
      (i)
      is an Affiliate, partner, member, limited partner, retired partner, retired
      member, or stockholder of a Stockholder; or (ii) is a Stockholder’s Immediate
      Family Member or trust for the benefit of an individual Stockholder or one
      or
      more of such Stockholder’s Immediate Family Members; provided,
      however,
      that
      (x) Parent is, within a reasonable time after such transfer, furnished with
      written notice of the name and address of such transferee and the Registrable
      Securities with respect to which such registration rights are being transferred;
      (y) such transferee agrees in writing to be bound by and subject to the
      terms and conditions of this Agreement, including the provisions of this Section
      2.11. For the purposes of determining the number of shares of Registrable
      Securities held by a transferee, the holdings of a
      transferee
      (1) that
      is an Affiliate, limited partner, retired partner, member, retired member,
      or
      stockholder
      of
      a
      Stockholder; (2) who
      is
      a
      Stockholder’s Immediate
      Family Member;
      or
      (3) that is a trust for the benefit of an individual Stockholder or such
      Stockholder’s Immediate Family Member
      shall be
      aggregated together and with those of the transferring Stockholder; provided
      further
      that all
      transferees who would not qualify individually for assignment of registration
      rights shall have a single attorney-in-fact for the purpose of exercising any
      rights, receiving notices, or taking any action under this Section
      2.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    2.12      Termination
      of Registration Rights

     

    (a)  The
      right
      of any Stockholder to request registration or inclusion of Registrable
      Securities in any registration pursuant to Section 2.1, Section 2.2, or Section
      2.3 shall terminate three (3) years from the Effective Date or if sooner, with
      respect to any Stockholder who beneficially owns less than two percent (2%)
      of
      the Parent’s outstanding capital stock, when all of such Stockholder’s
      Registrable Securities could be sold without restriction under SEC Rule
      144(k).

     

    3.    Miscellaneous 

     

    3.1      
      Successors
      and Assigns.
      Except
      as expressly provided for herein, each Stockholder hereby agrees that it shall
      not, and may not, assign any of its rights and obligations hereunder. The terms
      and conditions of this Agreement inure to the benefit of and are binding upon
      the respective successors and permitted assignees of the parties. Nothing in
      this Agreement, express or implied, is intended to confer upon any party other
      than the parties hereto or their respective successors and permitted assignees
      any rights, remedies, obligations or liabilities under or by reason of this
      Agreement, except as expressly provided herein.

     

    3.2      
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of Delaware regardless of the law that might otherwise govern under
      applicable principles of conflicts of law thereof.

     

    3.3      
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement may also be executed and delivered by facsimile
      signature and in two or more counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument.

     

    3.4      
      Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are for convenience only and are
      not
      to be considered in construing or interpreting this Agreement.

     

    3.5      
      Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if delivered personally or by commercial delivery service, or
      sent
      via telecopy (receipt confirmed) to the parties at the following addresses
      or
      telecopy numbers (or at such other address or telecopy numbers for a party
      as
      shall be specified by like notice):

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    if
      to
      Parent, to:

     

    Israel
      Technology Acquisition Corp.

    7
      Gush
      Etzion, 3rd
      Floor

    Givaat
      Shmuel

    Israel
      54030

    Attention:
      Israel Frieder, Chief Executive Officer

    972-3-532-5918
      telephone

    972-3-532-5447
      telecopy

     

    with
      a
      copy to:

     

    Naschitz,
      Brandes & Co

    5
      Tuval
      Street

    Tel-Aviv

    Israel
      67897

    Attention:
      Aaron M. Lampert, Adv.

    972-3-623-5000
      telephone

    972-3-623-5005
      telecopy

     

    if
      to
      Stockholders, to:

     

    [  ]

     

    with
      a
      copy to:

     

    [  ]

     

     

    3.6      
      Amendments
      and Waivers.
      Any term
      of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance, and
      either retroactively or prospectively) only with the written consent of Parent
      and the Stockholders of a majority of the Registrable Securities then
      outstanding. Notwithstanding the foregoing, this Agreement may not be amended
      or
      terminated and the observance of any term hereof may not be waived with respect
      to any Stockholder without the written consent of such Stockholder, unless
      such
      amendment, termination, or waiver applies to all Stockholders in the same
      fashion. Parent shall give prompt notice of any amendment or termination hereof
      or waiver hereunder to any party hereto that did not consent in writing to
      such
      amendment, termination, or waiver. Any amendment, termination, or waiver
      effected in accordance with this Section 3 shall be binding on all parties
      hereto, regardless of whether any such party has consented thereto. No waivers
      of or exceptions to any term, condition, or provision of this Agreement, in
      any
      one or more instances, shall be deemed to be or construed as a further or
      continuing waiver of any such term, condition, or provision.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    3.7      
      Severability.
      In case
      any one or more of the provisions contained in this Agreement is for any reason
      held to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality, or unenforceability shall not affect any other provision of this
      Agreement, and such invalid, illegal, or unenforceable provision shall be
      reformed and construed so that it will be valid, legal, and enforceable to
      the
      maximum extent permitted by law.

     

    3.8      
      Aggregation
      of Stock.
      All
      shares of Registrable Securities held or acquired by Affiliates shall be
      aggregated together for the purpose of determining the availability of any
      rights under this Agreement.

     

    3.9      
      Entire
      Agreement.
      This
      Agreement (including any Schedule hereto) constitutes the full and entire
      understanding and agreement between the parties with respect to the subject
      matter hereof, and any other written or oral agreement relating to the subject
      matter hereof existing between the parties is expressly canceled. 

     

    3.10     Delays
      or Omissions.
      No
      delay or omission to exercise any right, power, or remedy accruing to any party
      under this Agreement, upon any breach or default of any other party under this
      Agreement, shall impair any such right, power, or remedy of such nonbreaching
      or
      nondefaulting party, nor shall it be construed to be a waiver of or acquiescence
      to any such breach or default, or to any similar breach or default thereafter
      occurring, nor shall any waiver of any single breach or default be deemed a
      waiver of any other breach or default theretofore or thereafter occurring.
      All
      remedies, whether under this Agreement or by law or otherwise afforded to any
      party, shall be cumulative and not alternative.

     

    3.11     Other
      Registration Rights.
      The
      Parent shall not grant to any third party any registration rights more favorable
      than or inconsistent with any of those contained herein, so long as any of
      the
      registration rights under this agreement remains in effect.

     

    3.12     Changes
      in Common Stock.
      If, and
      as often as, there is any change in the Common Stock by way of a stock split,
      stock dividend, combination or reclassification, or through a merger,
      consolidation, reorganization or recapitalization, or by any other means,
      appropriate adjustment shall be made in the provisions hereof so that the rights
      and privileges granted hereby shall continue with respect to the Common Stock
      as
      so changed.

     

    3.13     Remedies
      upon Default or Delay.
      Without
      limitation of any other remedy available to a Stockholder under applicable
      law
      or otherwise, if the Parent shall (1) fail to register Registrable Securities
      after it shall have been requested to do so by a Stockholder, or (2) fail to
      perform any of its obligations hereunder and a result of such failure
      Stockholders have not been able to sell their Registrable Securities, or (3)
      act
      or fail to act in any manner such that one or more Stockholders have been
      delayed in the sale of their Registrable Securities, which delay is not
      expressly permitted by this Agreement, then any Stockholder adversely affected
      by such action, failure or delay shall in addition to all other remedies under
      the law, including a claim for damages, be entitled to a temporary or permanent
      injunction, without showing any actual damage, and/or a decree for specific
      performance, in accordance with the provisions hereof.

     

    [Signature
      page follows]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first written
      above.

     

     

    
      	 	
              PARENT:

            
	 	 
	 	
              ISRAEL
                TECHNOLOGY ACQUISITION CORP.

            
	 	 
	 	
              By:__________________________________

            
	 	
              Name: 

            
	 	
              Title: 

            
	 	 


    

    


     

    
      	 	
              STOCKHOLDERS:

            
	 	 
	 	 
	 	 
	 	
              By:__________________________________

            
	 	
              Name: 

            
	 	
              Title: 

            
	 	 


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    



    SCHEDULE
      A

     

    Stockholders