Incredimail 2012 Annual Report Download - page 225

(1) The parties hereto understand and acknowledge that the Israeli Options Tax Ruling may not be
granted prior to Closing in which case the Company's advisors shall seek to receive an interim ruling which will determine that Purchaser and
anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding tax in relation to any payments or consideration,
including transfer of the Aggregate Consideration and Option Amount transferred to the 102 Trustee in relation to Company Shares subject to
Section 102(b) and Company Options and may further require an initial tax payment to be made to the ITA prior to receipt of the Israeli Options
Tax Ruling.
(2) The parties hereto understand and acknowledge that the Israeli Options Tax Ruling may not be
obtained or may contain such provisions, terms and conditions as the ITA may prescribe, which may be different from those detailed above. The
parties further understand and acknowledge that the benefits to holders contemplated in this Section 1.1(c) may not be granted, or may not be
granted in full. Subject to obtaining the Interim Option Ruling, the parties agree that in the event that the Israeli Options Tax Ruling is not
obtained within the applicable timeframe prescribed by the Interim Option Ruling, and unless this period is extended by mutual consent of
Purchaser and the Shareholders’
Agent, the Section 102 Trustee shall be entitled to withhold any amount as may be required under applicable
laws and in accordance with applicable laws. Whereas in the event that the ITA prescribes provisions, terms or conditions that differ from those
detailed above, the Section 102 Trustee shall act in accordance with the provision, terms and conditions of the Israeli Options Tax Ruling.
(d) 104(h) Tax Pre-Ruling
. The Company and the Company Shareholders and Company Option
Holders may prepare and file with the ITA an application for a ruling permitting any Company Shareholder and Company
Option Holder who elect to become a party to such a tax pre-ruling (the “ Electing Holder ”),
to defer any applicable
Israeli tax with respect to any consideration in Purchaser Ordinary Shares that such Electing Holder will receive pursuant
to this Agreement until the sale, transfer or other conveyance for cash of such Purchaser Ordinary Shares by such Electing
Holder or such other date set forth in Section 104(h) of the Israeli Income Tax Ordinance (the “ 104(h) Tax Pre-
Ruling
” ).
Purchaser shall cooperate with the Company, Company Shareholders, and Company Option Holders and its Israeli
counsel with respect to the preparation and filing of such application and in the preparation of any written or oral
submissions that may be necessary, proper or advisable to obtain the 104(h) Tax Pre-
Ruling. Subject to the terms and
conditions hereof, the parties shall use their best efforts to promptly take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advisable under applicable law to obtain the 104(h) Tax Pre-
Ruling, as
promptly as practicable. If the 104(h) Tax-
Pre Ruling shall be received and delivered to Purchaser prior to the applicable
withholding date, then the provisions of the 104(h) Tax-
Pre Ruling shall apply notwithstanding any provision in Section
1.1(c)(i) or (ii) to the contrary and all applicable withholding and reporting procedures shall be made in accordance with
the provisions of the 104(h) Tax Pre-Ruling and Section 104(h) of the Israeli Income Tax Ordinance.
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