Incredimail 2010 Annual Report Download - page 179

(f) Piggy-Back Registrations
. If at any time during the Effectiveness Period there is not an effective Registration
Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on
Form S-4 or Form S-
8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in
connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit
plans, then the Company shall send to each Holder written notice of such determination and, if within fifteen calendar days after receipt of such
notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable
Securities such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights;
provided
, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for
resale without limitations pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration
Statement.
(g) Amendments and Waivers
. The provisions of this Agreement, including the provisions of this Section 6(f), may not
be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same
shall be in writing and signed by the Company and the Holders of no less than a majority in interest of the then outstanding Registrable
Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of certain Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of
at least a majority of the Registrable Securities to which such waiver or consent relates; provided
, however, that no such amendment or waiver
that adversely affects the rights of any Holder who has not signed such amendment or waiver, without adversely affecting the rights of the
Holders who have signed such amendment or waiver, shall be valid, and provided
, further that no amendment or waiver to any provision of this
Agreement relating to
naming any Holder or requiring the naming of any Holder as an underwriter may be effected in any manner without such
Holder’
s prior written consent. Section 2(a) may not be amended or waived except by written consent of each Holder affected by such
amendment or waiver.
(h) Notices
. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is
delivered via facsimile (provided the sender receives a machine-
generated confirmation of successful transmission) at the facsimile number
specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such
notices and communications shall be as follows:
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