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LOCK-UP AGREEMENT
[Note: Form is set up as an individual form to be signed by each
person separately.]
Ithaka
Acquisition Corp.
100 South Pointe Drive, 23 rd Floor
Miami, Florida 33139
Re: Securities
Issued in Merger with Alsius Corporation
In connection with
the Agreement and Plan of Merger dated October 3, 2006 by and
among Ithaka Acquisition Corp. (“Parent”), Ithaka Sub
Acquisition Corp., Alsius Corporation and certain shareholders of
Alsius Corporation (the “Merger Agreement”), to induce
Parent to enter into the Merger Agreement and consummate the Merger
(as defined in the Merger Agreement), the undersigned agrees to,
neither directly nor indirectly, during the “Restricted
Period” (as hereinafter defined):
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(1)
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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 shares of stock, $.0001 par value, of
the Parent (“Parent Common Stock”) issued to the
undersigned in connection with the Merger other than the Milestone
Shares (as defined in the Merger Agreement) (the “Restricted
Securities”), or
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(2)
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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,
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As used herein,
“Restricted Period” means the period commencing on the
Closing Date (as defined in the Merger Agreement) and ending on the
eighteen month anniversary of the Closing Date, provided that the
Restricted Period shall terminate on the first anniversary of the
Closing Date with respect to 50% of the Restricted
Securities.
It is understood
that the shares of Parent Common Stock owned by the undersigned and
held in escrow pursuant to that certain Escrow Agreement (as
defined in the Merger Agreement) shall be considered part of the
“Restricted S
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