Amendment to Investment Management Trust Agreement between Ithaka Acquisition Corp. and Continental Stock Transfer & Trust Company

Summary

Ithaka Acquisition Corp., Continental Stock Transfer & Trust Company, and EarlyBirdCapital, Inc. have agreed to amend their existing Investment Management Trust Agreement. The amendment changes how trust property is to be invested, specifying that funds must be placed in short-term U.S. government securities or certain qualified money market funds, as directed by Ithaka Acquisition Corp. All other terms of the original agreement remain unchanged. EarlyBirdCapital, Inc. consents to this amendment as required by the original agreement.

EX-10.1 2 c41669_ex10-1.txt ITHAKA ACQUISITION CORP. 100 SOUTH POINTE DRIVE, 23RD FLOOR MIAMI, FLORIDA 33139 March 24, 2006 Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Attn: Steven G. Nelson EarlyBirdCapital, Inc. 275 Madison Avenue, Suite 1203 New York, New York 10016 Attn: Steven Levine Re: INVESTMENT MANAGEMENT TRUST AGREEMENT Gentlemen: Reference is made to that certain Investment Management Trust Agreement (the "Agreement"), dated as of August 17, 2005, between Ithaka Acquisition Corp. ("Company") and Continental Stock Transfer & Trust Company. Section 1(c) is hereby deleted in its entirety and replaced with the following: "(c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company;" Except as indicated above, the Agreement shall remain in full force and effect. ITHAKA ACQUISITION CORP. By: /s/ JOHN GLAZER --------------- Name: John Glazer Title: Chief Operating Officer Acknowledged and agreed this 24th day of March, 2006 CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: /s/ FRANK DIPAOLO ----------------- Name: Frank Dipaolo Title: Chief Financial Officer The undersigned is required to consent to this amendment pursuant to Section 5(c) of the Investment Management Trust Agreement and hereby does so. EARLYBIRDCAPITAL, INC. By: /s/ STEVEN LEVINE ----------------- Name: Steven Levine Title: Managing Director