Incredimail 2012 Annual Report Download - page 183

For the purpose of this Section the term "shares" shall include shares of the capital stock, partnership interests,
membership rights and/or any other means of ownership and/or control in a corporation."
3 Except as expressly amended hereby, the provisions of the Financial Covenants are and shall remain in full force and effect.
Perion Network Ltd.
By:______________
Bank Leumi le-Israel B.M.
By:____________________
b.
Section 3 of the Financial Covenants shall be deleted in its entirety, and replaced with the following:
"3.
Undertakings regarding current holdings and future acquisitions
3.1
We hereby agree and undertake that our wholly owned subsidiary, IncrediMail Inc. shall not pledge or
charge and shall not undertake to pledge or charge, in any manner whatsoever and for any reason
whatsoever, the shares of SMILEBOX Inc. held by it in favour of any third party whomsoever, without
receiving the Bank's prior written consent. For the avoidance of doubt it is hereby provided that in the event
that IncrediMail Inc. pledges or charges or undertakes to pledge or charge, in any manner whatsoever and for
any reason whatsoever, the shares of SMILEBOX Inc. held by it in favour of any third party whomsoever,
without receiving the Bank's prior written consent
the Bank shall, without prejudicing of any other of the
Bank's rights, be entitled but not obliged to declare our indebtedness and undertakings, in whole or in part, to
be immediately due and payable in accordance with section 7 below.
3.2
In the event that the Company shall at any time acquire any corporation, we hereby undertake and agree:
3.2.1
In the case of an Israeli corporation, to grant to the Bank a first ranking fixed pledge of the shares of such
corporation, unlimited in amount, which pledge shall rank pari passu to the rights of the First International
Bank of Israel in such collateral, and to sign a deed of pledge in the Bank's customary form as well as such
other documents as may be required by the Bank to create and/or perfect the aforementioned pledge; and
3.2.2 In the case of a foreign corporation, not to pledge or charge and not to undertake to pledge or charge, in any
manner whatsoever and for any reason whatsoever, the shares of such corporation, in favour of any third
party whomsoever, without receiving the Bank's prior written consent.