Incredimail 2012 Annual Report Download - page 222

N
OW , T HEREFORE
, in consideration of the representations, warranties, and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
P
URCHASE AND S ALE
1.1 The Share Purchase .
(a) Company Share Capital
. On the terms and subject to the conditions of this Agreement, each
Company Shareholder, severally and not jointly, agrees to sell, transfer and deliver to Purchaser at the Closing, and
Purchaser agrees to purchase from such Company Shareholder, all of the Company Shares owned by such Company
Shareholder as of immediately prior to the Closing, as set forth on the spreadsheet (the “ Signing Spreadsheet ”)
attached
hereto as Exhibit D
, free and clear of all Encumbrances, in exchange for the applicable consideration (whether in Cash
Consideration and/or Purchaser Ordinary Shares) for each Company Share, as set forth on the Signing Spreadsheet,
subject to Section 1.1(h)
. In addition, and with respect to each Company Shareholder, severally and not jointly, Purchaser
may deduct any withholding amounts as further described in this ARTICLE 1.
(b) Company Options
. No Company Option (whether vested or unvested) that is outstanding
immediately prior to the Closing shall be assumed by Purchaser. Each Company Option (whether vested or unvested) will
automatically, and without any further action on the part of any holder thereof, be cancelled immediately prior to the
Closing and in consideration for such cancellation each holder thereof shall be included in the disbursement of the Closing
Payment, Deferred Payment, Contingent Payment (if any) and Contingent Ruling Payment (if any), as and when such
disbursements are made to the Company Shareholders, plus the applicable portion of any amounts required to be disbursed
from the Set-
off Amount to the Company Shareholders in accordance with the terms of this Agreement, with respect to its
Company Options, an amount, in Cash Consideration (without interest), equal to the respective amount (if any) set forth
opposite such holder’
s name on the Signing Spreadsheet, subject to Section 1.1(h) (such amount herein referred to as the "
Option Amount " per Company Optionholder, and such aggregate amount, the “ Aggregate Option Amount ”).
At or
prior to the Closing, the Company shall take all actions under the Company Option Plan and otherwise to cause each of
the Company Options to be canceled and extinguished as of the Closing Date. In addition, and with respect to each
Company Optionholder, severally and not jointly, Purchaser may deduct any withholding amounts as further described in
this ARTICLE 1.
H.
The board of directors of Purchaser has carefully considered the terms of this Agreement and has determined that the terms and
conditions of the transactions contemplated hereby are in the best interests of, and are advisable to, Purchaser and has approved this
Agreement and the transactions contemplated hereby.
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