CREDIT AGREEMENTCredit 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”).
SECURITIES PURCHASE AGREEMENTSecurities 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 AGREEMENTRegistration 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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 24th, 2016 • Perion Network Ltd. • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 30, 2015, by and among Perion Network Ltd., a company organized under the laws of Israel (“Parent”), IncrediTone Inc., a corporation organized under the laws of Delaware and indirectly wholly owned by Parent (“Purchaser”), Or Merger, Inc., a corporation organized under the laws of Delaware and wholly owned by Purchaser (“Merger Sub”), Interactive Holding Corp., a corporation organized under the laws of Delaware (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as agent of the Participating Holders (the “Stockholders’ Representative”). Certain other capitalized terms used in this Agreement are defined below or in Exhibit A.
