Incredimail 2012 Annual Report Download - page 221

S
HARE P URCHASE A GREEMENT
T
HIS S HARE P URCHASE A GREEMENT (this “ Agreement ”) is made and entered into as of November 7, 2012 (the “
Agreement Date
”), by and among Perion Network Ltd., a company formed under the laws of Israel (“ Purchaser ”), SweetIM Ltd. ,
an
international business company formed under the laws of Belize (the “ Company ”),
SweetIM Technologies Ltd., a company formed under the
laws of Israel (the “ Israeli Subsidiary ”), the Company Shareholders listed on Exhibit A , and Nadav Goshen as “ Shareholders’
Agent
”. Certain other capitalized terms used in this Agreement are defined in Exhibit B .
R
ECITALS
A.
The Company Shareholders collectively are the holders and the record and beneficial owners of all of the Company Share Capital.
B.
Each Company Shareholder is the record and beneficial owner of the number of Company Shares (as defined below) set forth opposite
such Company
Shareholder
’
s name on
Schedule 2.2
of the Company Disclosure Letter.
C.
Purchaser desires, subject to the terms and conditions set forth in this Agreement, to, purchase from the Company Shareholders and
each Company Shareholder desires to sell to Purchaser all Company Share Capital owned by such Company Shareholder subject to the
terms and conditions set forth in this Agreement (the
“
Share Purchase
”
).
D.
The Company, the Company Shareholders and Purchaser desire to make certain representations, warranties, covenants and other
agreements in connection with the Share Purchase as set forth herein.
E. The board of directors of the Company (the "
Company Board of Directors
") has carefully considered the terms of this Agreement and
has determined that the terms and conditions of the transactions contemplated hereby, are fair to and in the best interests of, and are
advisable to, the Company, the Company Securityholders and the Company's employees and creditors, has approved this Agreement
and the transactions contemplated hereby and has recommended that the Company Shareholders approve this Agreement and the
transactions contemplated hereby and execute this Agreement.
F. Concurrently with the execution of this Agreement, and as a condition and inducement to Purchaser’
s willingness to enter into this
Agreement, the Company shall have obtained and delivered to Purchaser a true, correct and complete copy of a unanimous written
consent of the Company Shareholders evidencing the adoption and approval of this Agreement (the “
Company Shareholder Approval
”), signed by all of the Company Shareholders in accordance with the Company’
s Charter Documents and the Belize International
Business Companies Act (the
“
IBCA
”
) (
the
“
Requisite Shareholder Approval
”
).
G. Concurrently with the execution of this Agreement, and as a condition and inducement to Purchaser’
s willingness to enter into this
Agreement, each key employee and consultant of the Israeli Subsidiary listed in Exhibit C
hereto has executed a termination and waiver
agreement with the Company and an employment agreement (including a retention plan) with Purchaser (the "
Key Employee
Agreements
"), to be effective upon the Closing;