Exhibit 10.3
Dated as of February 9,
2006
Israel Growth Partners Acquisition
Corp.
Yahalom Tower, 28th Floor
3a Zabotinski St.
Ramat Gan 52520
Israel
HCFP/Brenner Securities LLC
888 Seventh Avenue, 17 th Floor
New York, New York 10106
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Re:
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Initial
Public Offering
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Ladies and Gentlemen:
The undersigned officer, director
and security holder of Israel Growth Partners Acquisition Corp.
(the “Company”), in consideration of HCFP/Brenner
Securities LLC’s (“Brenner”) willingness to
underwrite an initial public offering of the securities of the
Company (the “IPO”) and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 10 hereof):
1. In the event that the Company
fails to consummate a Business Combination within 18 months from
the effective date (“Effective Date”) of the
registration statement relating to the IPO (or 24 months under the
circumstances described in the prospectus relating to the IPO), the
undersigned will take all reasonable actions within his power to
(i) cause the Trust Fund to be liquidated and distributed to the
holders of the shares of Class B common stock sold in the
Company’s IPO and (ii) liquidate as soon as reasonably
practicable. The undersigned waives any and all right, title,
interest or claim of any kind in or to any distribution of the
Trust Fund as a result of such liquidation with respect to his
Insider Securities (each a “Claim”) and hereby waives
any Claim he may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek
recourse against the Trust Fund for any reason whatsoever. The
undersigned agrees to indemnify and hold harmless the Company
against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or
any claim whatsoever) which the Company may become subject as a
result of any claim by any vendor or other person who is owed money
by the Company for services rendered or products sold, or by any
target business, only in the event that such vendor, other person
or target business did not execute an agreement waiving any right,
title, interest or claim of any kind in or to any amounts held in
the Trust Fund, and only to the extent necessary to ensure that
such loss, liability, claim, damage or expense does not reduce the
amount in the Trust Fund; provided, however, that such
indemnification obligation shall not extend to claims of target
businesses brought under Israeli law or in Israeli
courts.
Israel Growth Partners Acquisition
Corp.
HCFP/Brenner Securities LLC
February 9, 2006
Page 2
2. In order to minimize potential
conflicts of interest which may arise from multiple affiliations,
the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity,
any suitable opportunity to acquire an operating business, until
the earlier of the consummation by the Company of a Business
Combination, the liquidation of the Trust Fund or until such time
as the undersigned ceases to be an officer or director of the
Company, subject to any pre-existing fiduciary obligations the
undersigned might have.
3. The undersigned acknowledges and
agrees that the Company will not consummate any Business
Combination which involves a company which is affiliated with any
of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to
Brenner that the business combination is fair to the
Company’s stockholders from a financial
perspective.
4. Neither the undersigned, any
member of the family of the undersigned, nor any affiliate
(“Affiliate”) of the undersigned will be entitled to
receive and will not accept any compensation or fees of any kind,
including finder’s and consulting fees, prior to, or for
services they rendered in order to effectuate, the Busi
