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Exhibit 10.9.4
AGREEMENT NOT TO SELL ORDINARY SHARES
This agreement (the "AGREEMENT") is entered into as of December
29, 1999 (the "EFFECTIVE DATE") between Commtouch Software Ltd., an Israeli
company (the "COMPANY"), and Microsoft Corporation, a Washington corporation
("MICROSOFT").
In order to induce the Company to register ordinary shares of the
Company ("ORDINARY SHARES") held by Microsoft, and in recognition of the benefit
that this Agreement will confer upon Microsoft as a shareholder of the Company,
Microsoft irrevocably agrees that Microsoft will not publicly or privately
announce any intention to, will not allow any affiliate or subsidiary, if
applicable, to, and will not itself, offer, pledge, sell, offer to sell,
contract to sell, or otherwise transfer or dispose of, directly or indirectly,
any Ordinary Shares, for a period beginning from the Effective Date and
continuing to and including June 29, 2000. Notwithstanding the foregoing
sentence, Microsoft may at any time enter into any bona fide transaction with a
nationally recognized investment banking firm which constitutes a hedge against
changes in the market price of Ordinary Shares.
The parties agree and consent to the entry of stop transfer
instructions with the Company's transfer agent against the transfer of Ordinary
Shares except in compliance with this Agreement. This Agreement shall be binding
on the undersigned and their respective successors and assigns. The parties
agree to keep confidential all information regarding this Agreement.
This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Washington and the sole venue for
any litigation or disputes arising under this Agreement shall be the courts
situated in the City of Seattle, Washington.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
Not to Sell Ordinary Shares as of the Effective Date.
MICROSOFT CORPORATION
By: /s/ XXXXX X. XXXXXXXX
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Its: Corporate Attorney
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COMMTOUCH SOFTWARE LTD.
By: /s/ X. XXXXXX
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Its: CEO
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