Incredimail 2010 Annual Report Download - page 168

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Exhibit 4.6
CONFIDENTIAL
EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement"
) is made and entered into as of January 24, 2011, by and among
IncrediMail Ltd., an Israeli corporation (the "Company" ), and the investors signatory hereto (each a "Investor"
and collectively, the
"Investors" ).
This Agreement is made in connection with the Purchase Agreement, dated as of the date hereof, among the Seller (as defined
therein), the Company and the Investors (the "Purchase Agreement" ).
The Company and the Investors hereby agree as follows:
1. Definitions
. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have
the respective meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms have the respective
meanings set forth in this Section 1:
“Advice” has the meaning set forth in Section 6(d).
" Commission Comments " means written comment s pertaining solely to Rule 415
which are received by the Company
from the Commission to a filed Registration Statement, a copy of which shall have been provided by the Company to the Holders, which either
(i) requires the Company to limit the number of Registrable Securities which may be included therein to a number which is less than the number
sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude Registrable Securities held by
specified Holders or deem such Holders to be underwriters with respect to Registrable Securities they seek to include in such Registration
Statement.
“ Cut Back Shares ” has the meaning set forth in Section 2(b).
"Effective Date"
means, as to a Registration Statement, the date on which such Registration Statement is first declared
effective by the Commission.
“Effectiveness Date”
means (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of: (i) the 150
th
day following the Closing Date and (ii) the fifth Trading Day following the date on which the Company is notified by
the Commission that the initial Registration Statement will not be reviewed or is no longer subject to further review and comments; (b) with
respect to any additional Registration Statements required to be filed pursuant to Section 2(a), the earlier of: (i) the 90
th
day following the
applicable Filing Date for such additional Registration Statement(s) and (ii) the fifth Trading Day following the date on which the Company is
notified by the Commission that such additional Registration Statement(s) will not be reviewed or is no longer subject to further review; and (c)
with respect to any additional Registration Statements required to be filed solely due to SEC Restrictions, the earlier of: (i) the 90
th
day
following the applicable Restriction Termination Date and (ii) the fifth Trading Day following the date on which the Company is notified by the
Commission that such Registration Statement will not be reviewed or is no longer subject to further review and comments.