Senior Advisor Letter Agreement among Israel Growth Partners Acquisition Corp., HCFP/Brenner Securities LLC, and George Hervey
This agreement is between Israel Growth Partners Acquisition Corp., HCFP/Brenner Securities LLC, and George Hervey, who serves as Senior Advisor and security holder. In exchange for HCFP/Brenner underwriting the company's IPO, Hervey agrees to waive any claims to the IPO trust fund, not to seek compensation or fees for services related to a business combination, and not to sell his insider securities until a business combination is completed. He also affirms his qualifications and agrees to serve as Senior Advisor until a business combination or trust fund distribution occurs.
Exhibit 10.8
September 14, 2005
Israel Growth Partners Acquisition Corp.
Ziv Towers Building D
24 Raoul Wallenberg St.
Tel-Aviv 69719
Israel
HCFP/Brenner Securities LLC
888 Seventh Avenue, 17th Floor
New York, New York 10106
Re: | Initial Public Offering |
Ladies and Gentlemen:
The undersigned Senior Advisor to and security holder of Israel Growth Partners Acquisition Corp. (the Company), in consideration of HCFP/Brenner Securities LLCs (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 8 hereof):
1. 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.
2. 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 Companys stockholders from a financial perspective.
3. 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 finders and consulting fees, prior to, or for services they rendered in order to effectuate, the Business Combination. The undersigned shall also be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.
4. Neither the undersigned, any member of the family of the undersigned, or any Affiliate of the undersigned will be entitled to receive or accept a finders fee or any other compensation in the event the undersigned, any member of the family of the
undersigned or any Affiliate of the undersigned originates a Business Combination.
5. The undersigned agrees not to sell any of his Insider Securities until the Companys completion of a Business Combination.
6. The undersigned agrees to be a Senior Advisor to the Company until the earlier of the consummation by the Company of a Business Combination or the distribution of the Trust Fund. The undersigneds biographical information furnished to the Company and Brenner and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigneds background and contains all of the information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigneds Questionnaire furnished to the Company and Brenner and annexed as Exhibit B hereto is true and accurate in all respects. The undersigned represents and warrants that:
(a) he is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
(b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and
(c) he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
7. The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as a Senior Advisor to the Company.
8. As used herein, (i) a Business Combination shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business selected by the Company; (ii) Insiders shall mean all officers, directors and securityholders of the Company immediately prior to the IPO; (iii) Insider Securities shall mean all of the shares of common stock, Class W Warrants and Class Z Warrants (and all shares of common stock underlying such securities) of the Company owned by an Insider prior to the IPO; and (iv) Trust Fund shall mean that portion of the net proceeds of the IPO placed in trust for the benefit of the holders of the shares of ClassB common stock issued in the Companys IPO as contemplated by the Companys prospectus relating to the IPO.
George Hervey Print Name of Insider |
/s/ George Hervey |
Signature |
Exhibit A
George Hervey has been a Senior Advisor to us since August 2005. Mr. Hervey joined Marvell Technology Group Ltd., a Nasdaq listed global semiconductor provider of high-performance analog, mixed-signal, digital signal processing and embedded microprocessor integrated circuits, in 2000. Since that date, Mr. Hervey has served as its Vice President of Finance and Chief Financial Officer, and serves in a similar capacity for Marvell Semiconductor, Inc. From 1997 to 2000, Mr. Hervey served as Senior Vice President, Chief Financial Officer and Secretary for Galileo Technology Ltd., formerly a Nasdaq listed company, which Marvell acquired in January 2001. From 1992 to 1997, Mr. Hervey was Senior Vice President and Chief Financial Officer of S3 Incorporated, a designer and manufacturer of graphics and video accelerators for personal computers and related peripheral products. Mr. Hervey received a B.S. in Business Administration from the University of Rhode Island.