To: IncrediMail Limited (the "Company" and/or the "Borrower") Date: September 6, 2011: incredimail • March 22nd, 2012 • Perion Network Ltd. • Services-computer programming services
Whereas you have informed us of your intention also to use the Credit (as defined below) for the purpose of acquisitions of assets, including various companies; and
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 22nd, 2012 • Perion Network Ltd. • Services-computer programming services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 31, 2011, by and among INCREDIMAIL LTD., a company organized under the laws of Israel (“Parent”), INCREDIMAIL INC., a corporation organized under the laws of Delaware wholly owned by Parent (“Purchaser”), SEDER MERGER INC., a corporation organized under the laws of Washington wholly owned by Purchaser (“Merger Sub”), SMILEBOX, INC., a corporation organized under the laws of Washington (the “Company”), ANDREW WRIGHT (“Founder”) and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as agent of the Participating Securityholders (the “Shareholder Representative”). Certain other capitalized terms used in this Agreement are defined below or in Exhibit A.
