Incredimail 2012 Annual Report Download - page 327

Exhibit 4.10
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”)
dated as of November 30, 2012, by and among PERION
NETWORK LTD., an Israeli company (the
“ Company ”)
and the entities and individuals set forth on Schedule A attached hereto (referred to
herein individually as an “ Investor ” and collectively as the “ Investors ”).
RECITALS:
WHEREAS, on the date hereof, the Investors and the Company entered into a Share Purchase Agreement (the “
Purchase
Agreement ”)
pursuant to which each of the Investors was issued by the Company ordinary shares, having a nominal value of NIS 0.01 per share
(the “ Ordinary Shares ”);
WHEREAS, the Company desires to grant the Investors certain registration rights with respect to the Ordinary Shares; and
WHEREAS, certain capitalized terms used herein are defined in Section
9 or elsewhere in this Agreement (capitalized terms
used herein and not otherwise defined herein have the meanings ascribed to such terms in the Share Purchase Agreement).
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as
follows:
1. Piggyback Registrations .
1.1 Right to Piggyback
. Whenever the Company proposes to register (including, for this purpose, a registration effected by the
Company for other shareholders) any of its securities under the Securities Act (other than pursuant to registration pursuant to a registration
statement on Form F-4 or S-
8 or any successor forms thereto), and the registration form to be used may be used for the registration of
Registrable Securities (a “ Piggyback Registration ”),
the Company will give prompt written notice to all record holders of Registrable Securities
of its intention to effect such a registration and will, subject to the provisions of subsection
1.2, include in such registration all Registrable
Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the
Company’s notice.
1.2 Priority on Primary Registrations
. If a Piggyback Registration is an underwritten primary registration on behalf of the
Company, the Company will include in such registration all Registrable Securities requested to be included in such registration; provided that if
the managing underwriters advise the Company in writing that in their opinion the number of securities (including Registrable Securities)
requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability
of the offering, the Company will include in such registration (i) first, all the securities the Company proposes to sell, (ii) second, the Registrable
Securities requested to be included in such registration, pro rata among the holders requesting such registration and the holders of such
Registrable Securities on the basis of the number of shares of Registrable Securities owned by each holder of securities to be registered in such
offering and (iii) third, other securities, if any, requested to be included in such registration; provided that in no event shall the number of
Registrable Securities of each holder included in the registration be reduced below such number of shares that equals twice the percentage of the
outstanding Ordinary Shares then held by such holder of Registrable Securities, unless waived by a majority of the holders of Registrable
Securities to be included in such registration.