Incredimail 2010 Annual Report Download - page 158

Exhibit 4.5
CONFIDENTIAL
PURCHASE AGREEMENT
This Purchase Agreement (this “ Agreement ”) is made as of January 24, 2011 by and among Ofer Adler (the “ Seller ”),
the
purchasers set forth on the signature pages hereto (each, a “ Purchaser ” and collectively, the “ Purchasers ”)
and IncrediMail Ltd., an Israeli
corporation (the “ Company ”).
WHEREAS, Seller desires to sell certain of his shares of the Company’
s ordinary shares, par value New Israeli Shekels 0.01
per share (the “ Ordinary Shares ”), to the Purchasers and the Purchasers desire to purchase such shares.
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Sections 4(1) and 4(2) of the
Securities Act of 1933, as amended (the “ Securities Act ”),
Seller desires to sell and transfer to each Purchaser the number of Ordinary Shares
set forth on such Purchaser’s signature page hereto, which such Ordinary Shares were originally issued to the Seller by the Company (the “
Shares ”) and each Purchaser desires to purchase the Shares from the Seller.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the Seller, the Company and the Purchasers hereby agree as follows:
Section 1. Agreement to Purchase
. Each Purchaser hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares
set forth on each such Purchaser’
s signature page pursuant to the conditions set forth herein. The purchase price per Share being sold to the
Purchasers hereunder is $6.70 (the “ Purchase Price ”).
Section 2. Closing; Delivery .
a. The closing under this Agreement shall occur upon delivery of executed signature pages to this Agreement and all
other documents, instruments and writings required to be delivered pursuant to this Agreement as provided in Sections 2(b) and 2(c) to the
offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, NY 10036 (the “ Closing ”)
at 10:00 a.m. (eastern time) on such
date as the Purchasers and Seller may agree upon (the “ Closing Date ”).
b. Following the execution of this Agreement, (i) the Seller will deliver to the Escrow Agent a Letter of Instruction to the
Company’
s transfer agent together with the certificate representing the Shares together with all executed stock power and assignment documents
which may be relevant in order to effectuate the transfer of the Shares to the Purchasers (the “ Transfer Documents ”)
and (ii) each Purchaser
will deliver to the Escrow Agent (as defined in that certain Escrow Agreement, dated as of the date hereof, by and among the Seller and the
Escrow Agent (the “ Escrow Agreement ”)),
for deposit and disbursement in accordance with the Escrow Agreement, by wire transfer of
immediately available funds to such accounts as designated by the Escrow Agent, a United States dollar amount equal to the product of the
Purchase Price multiplied by the number of Shares set forth on such Purchaser’s signature page hereto.