Incredimail 2010 Annual Report Download - page 180

or such other address as may be designated in writing hereafter, in the same manner, by such Person.
(i) Successors and Assigns
. This Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations
hereunder without the prior written consent of each Holder. Each Holder may assign their respective rights hereunder in the manner and to the
Persons as permitted under the Purchase Agreement.
(j) Execution and Counterparts
. This Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.
(k) Governing Law
. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) will be
commenced in the New York Courts or in the District Court of Tel Aviv-Jaffa, Israel (the “ Israeli Court ”).
Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the New York Courts and the Israeli Court for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court or Israeli Court, or that such Proceeding has
been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents
to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a
Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for
its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.
If to the Company:
IncrediMail Ltd.
4 HaNechoshet Street
Tel Aviv, Israel 69710
Facsimile: [ ]
Attn.: Chief Executive Officer
With a copy to:
Yigal Arnon & Co.
1 Azrieli Center
46
th
Floor (Round Tower)
Tel Aviv, Israel 67021
Facsimile: (9723) 608-7714
Attn.: David H. Schapiro, Esq.
If to an Investor:
To the address set forth under such Investor's name on the
signature pages hereto.
If to any other Person who is then
the registered Holder:
To the address of such Holder as it appears in
the stocktransfer books of the Company
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