Perion Network Ltd. Sample Contracts

CREDIT AGREEMENT
Credit Agreement • March 24th, 2016 • Perion Network Ltd. • Services-computer programming services • New York

THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2015, by and among OR MERGER, INC., a Delaware corporation (“Mergerco” and upon the Closing Date Acquisition, INTERACTIVE HOLDING CORP., a Delaware corporation (the “Borrower”)), INCREDITONE INC., a Delaware corporation (“Holdings”) the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).

Form of Indenture
Perion Network Ltd. • March 25th, 2021 • Services-computer programming services • New York

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 24th, 2016 • Perion Network Ltd. • Services-computer programming services

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2015, between Perion Network Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 24th, 2016 • Perion Network Ltd. • Services-computer programming services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2015, between Perion Network Ltd., a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2011 • IncrediMail Ltd. • Services-computer programming services • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of January 24, 2011, by and among IncrediMail Ltd., an Israeli corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").

Ordinary Shares INCREDIMAIL LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2006 • IncrediMail Ltd. • Services-computer programming services • New York

IncrediMail Ltd., a company organized and existing under the laws of Israel (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of [________] of its ordinary shares (the “Firm Shares”), par value NIS 0.01 per share (the “Ordinary Shares”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 27th, 2018 • Perion Network Ltd. • Services-computer programming services

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [__], is entered into by and between Perion Network Ltd., an Israeli company (the “Company”), and [________], an Israeli resident (the “Indemnitee”).

PERION NETWORK LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • December 13th, 2021 • Perion Network Ltd. • Services-computer programming services

Perion Network Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 7,280,080 ordinary shares, par value NIS 0.03 per share (the “Ordinary Shares”) of the Company (the “Firm Shares”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,092,012 Ordinary Shares (the “Option Shares”) from the Company in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”

Summary of Lease Agreement
Summary of Lease Agreement • March 25th, 2021 • Perion Network Ltd. • Services-computer programming services

Note: this summary does not contain a full or direct translation of the terms of the original Hebrew-language lease agreement, and is designated solely for the purpose of providing a general presentation of such agreement.

Oberon Media, INC. SOFTWARE PRODUCT LICENSING AND SOFTWARE GAME DISTRIBUTION AND PROMOTION AGREEMENT
Promotion Agreement • January 26th, 2006 • IncrediMail Ltd. • Services-computer programming services

This Software Product Licensing, and Game Software Distribution and Promotion Agreement (this “Agreement”) is effective as of, Jan 7th 2004 (the “Effective Date”), by and between Oberon Media, Inc., a Delaware corporation further described below (“Licensor”), and IncrediMail, Ltd., a Software corporation, located at Tel Aviv Israel (“Partner”), and describes the terms and conditions relating to Partner’s use, distribution and promotion of Licensor’s game software and other software products.

SUBJECT TO CONTRACT AMENDMENT NUMBER ONE
IncrediMail Ltd. • March 25th, 2010 • Services-computer programming services

This amendment number one (“Amendment”) to the Agreement (as defined below) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”) and Incredimail Limited whose registered office is at 4 Haneschoshet Street Tel Aviv Israel ("Customer").

Perion Network Ltd.
Perion Network Ltd. • January 22nd, 2021 • Services-computer programming services
Contract
Perion Network Ltd. • March 7th, 2017 • Services-computer programming services
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

GOOGLE SERVICES AGREEMENT
Google Services Agreement • June 24th, 2009 • IncrediMail Ltd. • Services-computer programming services

This Google Services Agreement (“GSA”) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”) and Incredimail, Ltd whose registered office is at 4 Hanechoshet st. Tel Aviv, Israel (“Customer”).

GOOGLE SEARCH AND ADVERTISING SERVICES AGREEMENT
Google Search and Advertising Services Agreement • March 9th, 2011 • IncrediMail Ltd. • Services-computer programming services
STANDSTILL AGREEMENT
Standstill Agreement • October 15th, 2013 • Perion Network Ltd. • Services-computer programming services

This STANDSTILL AGREEMENT (the “Agreement”), dated as of September 16, 2013, is entered into by and between Perion Network Ltd., an Israeli company (“Perion”), and the party set forth on the signature page hereto (the “Shareholder”).

AGREEMENT
Agreement • October 25th, 2005 • IncrediMail Ltd.

This agreement (the “Agreement”), dated as of July 29th 2003 (the “Effective Date”), by and between PointMatch USA Inc., a Delaware corporation located at 1333 Broadway, 9th Floor, New York, New York 10018 (“PointMatch”), and IncrediMail Ltd., an Israeli corporation located at 2 Kaufman St., Tel-Aviv, Israel (“IncrediMail”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 27th, 2018 • Perion Network Ltd. • Services-computer programming services • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 4, 2016 (this "Amendment"), by and among INTERACTIVE HOLDING CORP., a Delaware corporation (the "Borrower"), INCREDITONE INC., a Delaware corporation ("Holdings"), each of the Guarantors party hereto, each of the financial institutions party hereto as "Lenders" (the "Lenders") and SUNTRUST BANK, in its capacity as Administrative Agent (in such capacity, the "Administrative Agent").

Search Services Agreement by and between Conduit Ltd. and Microsoft Online, Inc., dated November 19, 2010, as amended on May 11, 2011.
Search Services Agreement • April 10th, 2014 • Perion Network Ltd. • Services-computer programming services • New York

This Search Services Agreement (this “Agreement”) is made and entered into as of November 19, 2010 (the “Effective Date”), by and between Conduit Ltd., a company formed under the laws of Israel (“Conduit”) and Microsoft Online, Inc., a Nevada corporation (“Microsoft”), a wholly-owned subsidiary of Microsoft Corporation, a Washington corporation. Conduit and Microsoft are each a “Party” and are together referred to as the “Parties.”

AMENDMENT NUMBER TWO
IncrediMail Ltd. • March 25th, 2010 • Services-computer programming services

This amendment number two (“Amendment”) to the Agreement (as defined below) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”) and Incredimail, Ltd whose registered office is at 4 Hanechoshet st. Tel Aviv, Israel ("Customer").

SEARCH DISTRIBUTION AGREEMENT
Search Distribution Agreement • March 27th, 2018 • Perion Network Ltd. • Services-computer programming services • New York

THIS SEARCH DISTRIBUTION AGREEMENT (“Agreement”) is made effective as of January 1, 2018 (“Effective Date”) by and between Microsoft Ireland Operations Limited, an Irish Corporation (“Microsoft”) and Perion Network Ltd., an Israeli corporation (“Company”). Company and Microsoft are referred to individually, as a “Party” and, together, as the “Parties.”

AMENDMENT AGREEMENT
Amendment Agreement • April 29th, 2013 • Perion Network Ltd. • Services-computer programming services
SPLIT AGREEMENT
Split Agreement • July 29th, 2014 • Perion Network Ltd. • Services-computer programming services

SPLIT AGREEMENT, dated as of September 16, 2013 (this “Agreement”), between ClientConnect Ltd., a company organized under the laws of the State of Israel (the “Company”), and Conduit Ltd., a company organized under the laws of the State of Israel (“Conduit”).

PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED
Search Services Agreement • July 29th, 2014 • Perion Network Ltd. • Services-computer programming services • New York

This Search Services Agreement (this “Agreement”) is made and entered into as of November 19, 2010 (the “Effective Date”), by and between Conduit Ltd., a company formed under the laws of Israel (“Conduit”) and Microsoft Online, Inc., a Nevada corporation (“Microsoft”), a wholly-owned subsidiary of Microsoft Corporation, a Washington corporation. Conduit and Microsoft are each a “Party” and are together referred to as the “Parties.”

GOOGLE SEARCH AND ADVERTISING SERVICES AGREEMENT
Google Search and Advertising Services Agreement • July 20th, 2011 • IncrediMail Ltd. • Services-computer programming services
December 13, 2021
Perion Network Ltd. • December 13th, 2021 • Services-computer programming services
AGREEMENT AND PLAN OF MERGER
Agreement 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.

TRANSLATION FOR CONVENIENCE ONLY
Perion Network Ltd. • April 29th, 2013 • Services-computer programming services

Whereas, Perion Network Ltd. (the “Company”), is and/or will be indebted to the Bank for various amounts of money on account of credit, documentary credit, various loans, overdraft on the Company’s checking account, debit or other account, various letter of indemnification and guaranty, discounts of bills and other banking services made available and that will be made available to the Company and/or other persons guaranteed by the Company (the “Banking Services”); and

PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS SEARCH...
Search Distribution Agreement • April 16th, 2015 • Perion Network Ltd. • Services-computer programming services • New York

THIS SEARCH DISTRIBUTION AGREEMENT (“Agreement”) is made effective as of January 1, 2015 (“Effective Date”) by and between Microsoft Online, Inc., a Nevada corporation (“Microsoft”) and Perion Network Ltd., an Israeli corporation (“Company”). Company and Microsoft are referred to individually, as a “Party” and, together, as the “Parties.”

PURCHASE AGREEMENT
Purchase Agreement • March 9th, 2011 • IncrediMail Ltd. • Services-computer programming services • New York

This Purchase Agreement (this “Agreement”) is made as of January 24, 2011 by and among Ofer Adler (the “Seller”), the purchasers set forth on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”) and IncrediMail Ltd., an Israeli corporation (the “Company”).

VOTING AGREEMENT
Voting Agreement • October 15th, 2013 • Perion Network Ltd. • Services-computer programming services

This VOTING AGREEMENT (the “Agreement”), dated as of September 16, 2013, is entered into by and between Perion Network Ltd., an Israeli company (“Perion”), and the shareholder set forth on the signature page hereto (the “Shareholder”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 29th, 2013 • Perion Network Ltd. • Services-computer programming services

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”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 7th, 2017 • Perion Network Ltd. • Services-computer programming services • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 4, 2016 (this "Amendment"), by and among INTERACTIVE HOLDING CORP., a Delaware corporation (the "Borrower"), INCREDITONE INC., a Delaware corporation ("Holdings"), each of the Guarantors party hereto, each of the financial institutions party hereto as "Lenders" (the "Lenders") and SUNTRUST BANK, in its capacity as Administrative Agent (in such capacity, the "Administrative Agent").