Incredimail 2012 Annual Report Download - page 280

(c) Material Contracts
. Enter into any Contract that would constitute a Material Contract or a
Contract requiring a novation or consent in connection with the Share Purchase, or violate, terminate, amend, or otherwise
modify (including by entering into a new Contract with such party or otherwise) or waive any of the material terms of any
of its Material Contracts, other than as required for the Company or the Israeli Subsidiary’
s spending on customer
acquisition costs in accordance with the budget attached hereto as Schedule 5.2(c) (the “ Marketing Budget ”),
on a pro
rata basis and consistent with past practice;
(d) Issuance of Securities
. Issue, deliver or sell or authorize or propose the issuance, delivery or
sale of, or purchase or propose the purchase of, any Company Voting Debt or any shares of Company Share Capital or
Israeli Subsidiary Share Capital or securities convertible into, or subscriptions, rights, warrants or options to acquire, or
other Contracts of any character obligating it to issue any such shares or other convertible securities, other than: (i) the
issuance of shares of Company Share Capital pursuant to the exercise of Company Options that are outstanding as of the
Agreement Date; and (ii) the issuance of Company Ordinary Shares upon conversion of Company Preferred Shares
outstanding on the Agreement Date;
(e) Employees; Consultants; Independent Contractors
. (i) Hire any additional officers or other
employees, or any consultants or independent contractors, (ii) terminate the employment, change the title, office or
position, or materially reduce the responsibilities of any management, supervisory or other key personnel of the Company
or the Israeli Subsidiary, (iii) other than as required pursuant to Section 7.3(f) hereof, enter into, amend or extend the term
of any employment or consulting agreement with any officer, employee, consultant or independent contractor, or (iv) enter
into any Contract with a labor union or collective bargaining agreement;
(f) Loans and Investments
. Make any loans or advances (other than routine expense advances to
employees of the Company or the Israeli Subsidiary consistent with past practice) to, or any investments in or capital
contributions to, any Person, or forgive or discharge in whole or in part any outstanding loans or advances, or prepay any
Indebtedness for borrowed money;
(g) Intellectual Property
. Transfer or license from any Person any rights to any Intellectual
Property, other than in the ordinary course of business consistent with past practice, or transfer or license to any Person
any rights to any Company Intellectual Property, or transfer or provide a copy of any Company Source Code to any
Person (including any current or former employee or consultant of the Company or the Israeli Subsidiary or any contractor
or commercial partner of the Company or the Israeli Subsidiary) (other than providing access to Company Source Code to
current employees and consultants of the Company or the Israeli Subsidiary involved in the development of the Company
Products on a need to know basis, consistent with past practices);
(h) Patents
. Take any action regarding a patent, patent application or other Intellectual Property
right, other than filing continuations for existing patent applications or completing or renewing registrations of existing
patents, domain names, trademarks or service marks in the ordinary course of business;
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