Incredimail 2011 Annual Report Download - page 219

12.2 Decision Binding
. A decision, act, consent or instruction of the Shareholder Representative shall constitute a decision of all the Participating
Securityholders and shall be final, binding and conclusive upon each of such Participating Securityholders, and Parent, Purchaser, Merger Sub, the Surviving
Corporation, the Paying Agent and the Company may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision,
act, consent or instruction of every such Participating Securityholder. Each of Parent, Purchaser, Merger Sub, the Surviving Corporation, the Paying Agent and the
Company is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholder
Representative.
12.3 Replacement of Shareholder Representative
. The Shareholder Representative may be removed by the Shareholders representing a majority in
interest of the Shareholders (based on the number of shares of Common Stock on an as-
converted basis held by them, as set forth on the Signing Spreadsheet or, if
delivered, the Closing Spreadsheet) (the “ Required Shareholders ”) upon not less than 10 days’
prior written notice to the other parties hereto (including the Paying
Agent), which notice shall be accompanied with an instrument executed by a substitute agent accepting the position of a Shareholder Representative. In the event of a
dissolution of the Shareholder Representative, resignation, or any other vacancy in its position, the Required Shareholders may appoint a substitute agent upon not less
than 10 days’
prior written notice to the other parties hereto (including the Paying Agent), which notice shall be accompanied with an instrument executed by a
substitute agent accepting the position of a Shareholder Representative. After the end of such prior notice period, the successor Shareholder Representative shall,
without further acts, be vested with all the rights, powers, and duties of the predecessor Shareholder Representative as if originally named as Shareholder
Representative. If the position of Shareholder Representative shall be vacant for more than 30 days, Parent or Purchaser may file a petition to a court of competent
jurisdiction to appoint a successor to such position. The Shareholder Representative may not be an employee of the Company, Parent, Purchaser, any Parent
Indemnitee or any of their respective Affiliates.
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