UNDERWRITING AGREEMENT

between

ISRAEL GROWTH PARTNERS ACQUISITION CORP.

and

HCFP/BRENNER SECURITIES LLC

Dated:                     , 2005

ISRAEL GROWTH PARTNERS ACQUISITION CORP.

UNDERWRITING AGREEMENT

New York, New York

                    , 2005

HCFP/Brenner Securities LLC

888 Seventh Avenue

17^th Floor

New York, New York 10106

Dear Sirs:

The undersigned, Israel Growth Partners Acquisition Corp., a Delaware corporation (Company), hereby confirms its agreement with HCFP/Brenner Securities LLC (being referred to herein variously as you, Brenner or the Representative) and with the other underwriters named on Schedule I hereto for which Brenner is acting as Representative (the Representative and the other Underwriters being collectively called the Underwriters or, individually, an Underwriter) as follows:

1. Purchase and Sale of Securities.

1.1 Firm Securities.

1.1.1 Purchase of Firm Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of 500,000 Series A Units (Series A Units) and 4,600,000 Series B Units (Series B Units and together with the Series A Units, the Firm Units) of the Company, at a purchase price (net of discounts and commissions) of $9.87 per Series A Unit and $9.494 per Series B Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.87 per Series A Unit and $9.494 per Series B Unit. The Series A Units and Series B Units are to be offered initially to the public (Offering) at the offering price of $10.50 and $10.10 per Series A Unit and Series B Unit, respectively. Each Series A Unit consists of two shares of the Companys common stock, par value $.0001 per share (Common Stock), five Class W Warrants (Class W Warrants) and five Class Z Warrants (Class Z Warrants and together with the Class W Warrants, the Warrants). Each Series B Unit consists of two shares of the Companys Class B common stock, par value $.0001 per share (Class B Common Stock), one Class W Warrant and one Class Z Warrant. Each of the shares of Common Stock, Class W Warrants and Class Z Warrants included in the Series A Units and each of the shares of Class B Common Stock, Class W

1

Warrants and Class Z Warrants included in the Series B Units will not be separately transferable until 90 days after the effective date (Effective Date) of the Registration Statement (as defined in Section 2.1.1 hereof) unless Brenner informs the Company of its decision to allow earlier separate trading of either the shares of Common Stock, Class W Warrants and Class Z Warrants included in the Series A Units or the shares of Class B Common Stock, Class W Warrants and Class Z Warrants included in the Series B Units, or both, but in no event will Brenner allow any separate trading until the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of a Form 8-K by the Company which includes such balance sheet. Each Class W Warrant entitles its holder to exercise it to purchase one share of Common Stock for $5.00 during the period commencing on the later of (i) one year from the Effective Date of the Registration Statement and (ii) the consummation by the Company of its Business Combination and terminating on the five-year anniversary of the Effective Date. Each Class Z Warrant entitles its holder to exercise it to purchase one share of Common Stock for $5.00 during the period commencing on the later of (i) one year from the Effective Date of the Registration Statement and (ii) the consummation by the Company of its Business Combination and terminating on the seven-year anniversary of the Effective Date. Business Combination shall mean any merger, capital stock exchange, asset acquisition or other similar business combination consummated by the Company with an operating business which has operations or facilities located in Israel, or which is a company operating outside of Israel which management believes would benefit from establishing operations or facilities in Israel (as described more fully in the Registration Statement).

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC