Preview | 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).

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.

1.1 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.

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.