Incredimail 2011 Annual Report Download - page 156

(b) Promptly after the Effective Time, the Paying Agent shall cause to be mailed to each Person who was, at the Effective Time, (i) a holder
of record of Shares as set forth in the Closing Spreadsheet (excluding Dissenting Shares (and any Shares with respect to which dissenters’
rights have not terminated)
and Excluded Shares) (each, a “ Participating Shareholder ”) a form of letter of transmittal in substantially the form of Exhibit D
(which specifies that delivery shall
be effected and risk of loss and title to the certificates shall pass only upon delivery of the certificates to Purchaser) and instructions for use in effecting the surrender
of the certificates that, immediately prior to the Effective Time, represented any of such Shares, (ii) an Optionholder or a Warrantholder, a letter in a form reasonably
acceptable to the Company and Purchaser, notifying such Person of the treatment of the applicable Company Options and Company Warrants in the Merger. Upon
surrender to the Paying Agent of such certificates (or affidavit of loss or destruction in lieu thereof, including any suitable bond or indemnity that may be required by
Purchaser or the Paying Agent in its sole discretion), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto,
the Paying Agent shall promptly, but in no event later than three Business Days thereafter cause to be paid to the respective Participating Shareholder entitled thereto
an amount equal to (A) in the case of the holders of Series A Preferred Stock, Series B Preferred Stock and the Preferred Warrant, the product of the Total Preferred
Share Amount multiplied by such Participating Shareholder’s Consideration Fraction for Preferred Stock (as defined in Exhibit A
); and (B) in the case of the holders
of Common Stock, the product of the Distribution Amount less the Total Preferred Share Amount multiplied by such Participating Shareholder’
s Consideration
Fraction (as defined in Exhibit A ), less any required Tax (as defined in Exhibit A
) withholdings (it being understood that any amounts to be distributed in respect of
any Option Amount shall be delivered by the Paying Agent to Purchaser and Purchaser shall cause such amounts, less applicable withholding Taxes, to be disbursed to
the applicable Optionholder); provided that if a Participating Shareholder delivers such certificates and properly completed letter of transmittal at least three Business
Days prior to the Closing, the Paying Agent shall cause such payment to be made within three Business Days of the Closing Date. Such payments (and the payments
to be made pursuant to Sections 1.9(d) and 1.9(e) hereof) shall be made by wire transfer or check in accordance with the instructions, and delivered in person or by
mail to the address, specified in the applicable letter of transmittal. No interest will be paid or will accrue on the amount payable upon the surrender of any such
certificate. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the
certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or
other Taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of
Purchaser that such Tax has been paid or is not applicable. Purchaser or the Paying Agent, as applicable, may withhold and deduct any amounts paid in accordance
with this Agreement for payment of all applicable deductions and withholding Taxes to the extent provided by applicable Legal Requirements, provided
that Purchaser
or the Paying Agent, as applicable, shall reduce such deduction or withholding in the event it is provided with certificates or other documentation, in form and
substance reasonably satisfactory to Purchaser, evidencing any valid exemption from such deduction or withholding. Notwithstanding the foregoing, the Founder shall
receive the Founder Share Consideration in lieu of cash in the amount of the Market Value thereof. At the request of the Paying Agent, the Shareholder Representative
shall direct the Paying Agent with respect to the proper allocation of the Merger Consideration among the respective securityholders of the Company; for the
avoidance of doubt, none of the Parent, Purchaser or the Surviving Company shall be liable for the allocation of the Merger Consideration among the respective
securityholders of the Company.
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