Incredimail 2012 Annual Report Download - page 324

AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO THE SHARE PURCHASE AGREEMENT (this " Amendment "),
made and entered into as of November
2012, by and among Perion Network Ltd., a company formed under the laws of Israel (“ Purchaser ”), and Nadav Goshen as “ Shareholders’
Agent ” (each of the Purchaser and the Shareholders' Agent referred to herein individually as a " Party ", and collectively as the " Parties ").
NOW THEREFORE, in consideration of the mutual promises herein made, the parties hereby agree as follows:
WHEREAS
the Purchaser and the Shareholders' Agent are parties to that certain Share Purchase Agreement, dated as of November 7, 2012
(the " Purchase Agreement
"), by and among the Purchaser, SweetIM Ltd., SweetIM Technologies Ltd., the Company
Shareholders listed on Exhibit A to the Purchase Agreement, and Nadav Goshen as
“
Shareholders’ Agent
”
;
and
WHEREAS
the Parties agree to amend the Purchase Agreement pursuant to the below.
1.
The preamble and the schedules attached hereto constitute an integral part hereof.
2.
Capitalized terms in this Amendment shall have the same meaning as in the Purchase Agreement, unless otherwise expressly stated herein.
3.
Section 1.5(h) of the Purchase Agreement is hereby replaced in its entirety with the following:
3.1.
Without derogating from the right of the Purchaser to receive the Negative Adjustment Amount pursuant to Section (g), Purchaser
shall pay the lower of (i) the amount by which the Company Net Working Capital is higher than the Cash as of the Closing Date, and
(ii) the Google Payments actually received by the Company following the Closing (the " Google Adjustment Amount
"). The
Purchaser shall transfer such payment to the Paying Agent within 3 Business Days of final determination of the Company Net
Working Capital under this Section 1.5 and shall instruct the Paying Agent to distribute such amounts to the Company
Securityholders in accordance with the provisions of the Paying Agent Agreement and this Agreement, in accordance with each
Company Securityholder's Pro Rata Share of such amount, less applicable withholdings. Notwithstanding the foregoing, any Cash
Consideration and Option Amount payable pursuant this Section 1.5(h) to Company Shareholders and Company Optionholders, as
applicable, holding Company Shares and Company Options pursuant to Section 102(b) shall be paid to the 102
Trustee. Notwithstanding anything in this Agreement, the Google Adjustment shall be reduced by $422,600 (the "
Purchaser
Adjustment
Amount "). In the event that the Google Adjustment Amount shall be less
than the Purchaser Adjustment Amount,
Purchaser shall be entitled to reduce the Deferred Payment by the amount that is equal to the Purchaser Adjustment Amount less
the
Google Adjustment Amount.