Exhibit
      4.3

    


    THE
      SECURITIES REPRESENTED BY OR UNDERLYING THIS PURCHASE OPTION HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”) OR APPLICABLE
      STATE LAW. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
      TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE
      STATE LAW AND EXCEPT AS OTHERWISE PROVIDED FOR HEREIN.

    


    NOT
      EXERCISABLE PRIOR TO ___________, 2007.

    VOID
      AFTER 5:00 P.M. EASTERN TIME, _________, 2010.

    


    PURCHASE
      OPTION

    


    For
      the Purchase of up to

    


    [________]
      Ordinary Shares

    


    of

    


    IncrediMail
      Ltd.

    (An
      Israeli Company)

    


    Section
      1. Purchase
      Option.

    


    THIS
      PURCHASE OPTION CERTIFIES THAT,
      in consideration of $100.00 duly paid by or on behalf of Maxim Partners, LLC
      (“Holder”),
      as registered owner of this Purchase Option, to IncrediMail Ltd., an Israeli
      corporation (the “Company”),
      Holder is entitled to subscribe for, purchase and receive, in whole or in part,
      up to [____________] ([______]) ordinary shares, par value NIS 0.01 per share,
      of the Company (the “Shares”),
      at any time during the period commencing one year (the “Commencement
      Date”),
      and expiring at 5:00 p.m. New York City Time five (5) years, (“Expiration
      Date”)
      from the closing date of the Company’s initial public offering (the
“Closing
      Date”)
      described in that certain registration statement on Form F-1, as amended
      (No. 333-129276) (the “Registration
      Statement”)
      pursuant to which the Company has registered the Shares. If the Expiration
      Date
      is a day on which banking institutions in New York City are authorized by law
      to
      close, then this Purchase Option may be exercised on the next succeeding day
      that is not such a day in accordance with the terms herein. During the period
      ending on the Expiration Date, the Company agrees not to take any action that
      would terminate the Purchase Option. This Purchase Option is initially
      exercisable at $[_______] per share purchased [125% of the initial public
      offering price per share] (the “Exercise
      Price”);
      provided,
      however,
      that upon the occurrence of any of the events specified in Section 6
      hereof, the rights granted by this Purchase Option, including the Exercise
      Price
      and the number of Shares to be received upon such exercise, shall be adjusted
      as
      therein specified. The term “Exercise Price” as used herein shall mean the
      initial exercise price of this Purchase Option as set forth above or the
      adjusted exercise price, depending on the context.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      2. Exercise.

    


    Section
      2.1 Exercise
      Form.
      In order
      to exercise this Purchase Option, the exercise form attached hereto as Annex
      I
      must be duly executed and completed and delivered to the Company, together
      with
      this Purchase Option and payment of the Exercise Price in cash, check or or
      wire
      transfer of immediately available funds (to an account designated by the
      Company) for the Shares being purchased. If the subscription rights represented
      hereby shall not be exercised at or before 5:00 p.m., New York City time, on
      the
      Expiration Date, this Purchase Option shall become and be void without further
      force or effect, and all rights represented hereby shall cease and
      expire.

    


    Section
      2.2 Legend.
      Each
      certificate for Shares purchased under this Purchase Option shall bear a legend
      as follows unless such Shares have been registered under the Securities Act
      of
      1933, as amended (the “Act”):

    


    “The
      Shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (“Act”) or applicable state law. The Shares
      may not be offered for sale, sold or otherwise transferred except pursuant
      to an
      effective registration statement under the Act, or pursuant to an exemption
      from
      registration under the Act and applicable state law.”

    


    Section
      2.3 Conversion
      Right.

    


    Section
      2.3.1 Determination
      of Amount.
      In lieu
      of the payment of the Exercise Price in the manner required by Section 2.1,
      the
      Holder shall have the right (but not the obligation) to exercise this Purchase
      Option on a cashless basis by converting any exercisable but unexercised portion
      of this Purchase Option into Shares (“Conversion
      Right”)
      as
      follows. Upon exercise of the Conversion Right, the Company shall deliver to
      the
      Holder (without payment by the Holder of any of the Exercise Price in cash)
      that
      number of Shares equal to the quotient obtained by dividing: (x) the “Value” (as
      defined below), at the close of trading on the next to last trading day
      immediately preceding the exercise of the Conversion Right, of the portion
      of
      the Purchase Option being converted by (y) the “Market Price” (as defined
      below). The “Value”
of
      the
      portion of the Purchase Option being converted shall equal the remainder derived
      from subtracting: (a) the Exercise Price multiplied by the number of Shares
      underlying that portion of the Purchase Option being converted from (b) the
      Market Price of the Common Stock multiplied by the number of Shares underlying
      that portion of the Purchase Option being converted. As used in this herein,
      the
      term “Market
      Price”
at
      any
      date shall be deemed to be the last reported sale price of the Common Stock
      on
      such date, or, in case no such reported sale takes place on such day, the last
      reported sale price for the immediately preceding trading day, in either case
      as
      officially reported by the principal securities exchange on which the Common
      Stock is listed or admitted to trading, or, if the Common Stock is not listed
      or
      admitted to trading on any national securities exchange or if any such exchange
      on which the Common Stock is listed is not its principal trading market, the
      last reported sale price as furnished by the NASD through the Nasdaq National
      Market or Nasdaq Capital Market, or, if applicable, the OTC Bulletin Board,
      or
      if the Common Stock is not listed or admitted to trading on any of the foregoing
      markets, or similar organization, as determined in good faith by resolution
      of
      the Board of Directors of the Company using industry standard valuation methods
      based on the best information available to it.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Section
      2.3.2 Mechanics
      of Conversion.
      The
      Conversion Right may be exercised by the Holder on any business day on or after
      the Commencement Date and not later than the Expiration Date by delivering
      the
      Purchase Option with a duly executed exercise form attached hereto with the
      Conversion Right section completed to the Company, exercising the Conversion
      Right and specifying the total number of Shares that the Holder will purchase
      pursuant to such Conversion Right.

    


    Section
      3. Transfer.

    


    Section
      3.1 General
      Restrictions. The registered Holder of this Purchase Option, by its
      acceptance hereof, agrees that it will not, pursuant to NASD Rule 2710(g)(1)
      (and except as provided for in NASD Rule 2710(g)(2), including any transfers
      to
      the underwriters of the offering described in the Registration Statement (the
      “Underwriters”)
      and
      bona fide partners and officers of the Underwriters and selling group members),
      sell this Purchase Option during the offering contemplated by the Registration
      Statement, nor shall such Holder sell, transfer, assign, pledge, or hypothecate
      this Purchase Option (including the securities hereunder), or cause this
      Purchase Option or the securities hereunder to be the subject of any hedging,
      short sale, derivative, put, or call transaction that would result in the
      effective economic disposition of this Purchase Option or the securities
      hereunder by any person prior to the Commencement Date. On and after the
      Commencement Date, transfers to others may be made subject to compliance with
      or
      exemptions from applicable securities laws. In order to make any permitted
      assignment, the Holder must deliver to the Company the assignment form attached
      hereto as Annex II duly executed and completed, together with the Purchase
      Option and payment of all transfer taxes, if any, payable in connection
      therewith. The Company shall promptly (but in no event more than five (5)
      business days from its receipt of the assignment) transfer this Purchase Option
      on the books of the Company and shall execute and deliver a new Purchase Option
      or Purchase Options of like tenor to the appropriate assignee(s) expressly
      evidencing the right to purchase the aggregate number of Shares purchasable
      hereunder or such portion of such number as shall be contemplated by any such
      assignment. The effective date of any transfer shall be the date the Company
      receives the assignment form or such later date as may be provided for
      therein.

    


    Section
      3.2 Restrictions
      Imposed by the Act. This Purchase Option and the Shares underlying this
      Purchase Option shall not be transferred unless and until: (i) the Company
      has
      received the opinion of counsel for the Holder that this Purchase Option or
      the
      Shares, as the case may be, may be transferred pursuant to an exemption from
      registration under the Act and applicable state law, the availability of which
      is established to the reasonable satisfaction of the Company (the Company hereby
      agreeing that an opinion of Ellenoff Grossman & Schole LLP shall be deemed
      satisfactory evidence of the availability of an exemption), or (ii) a
      registration statement relating to such Purchase Option or Shares, as the case
      may be, has been filed by the Company and declared effective by the U.S.
      Securities and Exchange Commission (“SEC”)
      and
      compliance with applicable state law.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Section
      4. New
      Purchase Options to be Issued.

    


    Section
      4.1 Partial
      Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this
      Purchase Option may be exercised or assigned in whole or in part. In the event
      of the exercise or assignment hereof in part only, upon surrender of this
      Purchase Option for cancellation, together with the duly executed exercise
      or
      assignment form and funds sufficient to pay any Exercise Price and/or transfer
      tax, the Company shall cause to be delivered to the Holder without charge a
      new
      Purchase Option of like tenor to this Purchase Option in the name of the Holder
      evidencing the right of the Holder to purchase the aggregate number of Shares
      purchasable hereunder as to which this Purchase Option has not been exercised
      or
      assigned.

    


    Section
      4.2 Lost
      Certificate. Upon receipt by the Company of evidence satisfactory to it of
      the loss, theft, destruction or mutilation of this Purchase Option and of
      reasonably satisfactory indemnification, the Company shall execute and deliver
      a
      new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

    


    Section
      5. Registration
      Rights.

    


    Section
      5.1 Demand
      Registration.

    


    Section
      5.1.1 Grant
      of Right.
      The
      Company, upon written demand (a “Demand
      Notice”)
      of the
      Holder(s) of at least 51% of the Purchase Options and/or the underlying Shares
      (“Majority
      Holders”),
      agrees
      to register, on two occasions (at least twelve months apart), all or any portion
      of the Shares underlying the Purchase Options (collectively the “Registrable
      Securities”).
      On
      such occasions, the Company will file a registration statement with the SEC
      covering the Registrable Securities within sixty (60) days after receipt of
      a
      Demand Notice and use its reasonable best efforts to have the registration
      statement declared effective promptly thereafter, subject to compliance with
      review by the SEC; provided,
      however,
      that
the
      Company shall not be required to comply with a Demand Notice if the Company
      has
      filed a registration statement with respect to which the Holder is entitled
      to
      piggyback registration rights pursuant to Section 5.2 hereof and either: (i)
      the
      Holder has elected to participate in the offering covered by such registration
      statement or (ii) if such registration statement relates to an underwritten
      primary offering of securities of the Company, until the offering covered by
      such registration statement has been withdrawn or until thirty (30) days after
      such offering is consummated.
      The
      demands for registration may be made at any time during a period of four (4)
      years beginning one year from the Closing Date. The Company covenants and agrees
      to give written notice of its receipt of any Demand Notice by any Holder(s)
      to
      all other registered Holders of the Purchase Options and/or the Registrable
      Securities within ten (10) days from the date of the receipt of any such Demand
      Notice.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Section
      5.1.2 Terms.
      The
      Company shall bear all fees and expenses attendant to the first registration
      of
      the Registrable Securities pursuant to Section 5.1.1, but the Holders shall
      pay
      any and all underwriting commissions and the expenses of any legal counsel
      selected by the Holders to represent them in connection with the sale of the
      Registrable Securities. The Holders shall bear all fees and expenses (including
      all underwriting commissions and the expenses of any legal counsel selected
      by
      the Holders to represent them) in connection with the second registration of
      the
      Registrable Securities described in Section 5.1.1 hereof. The Company agrees
      to
      use its reasonable best efforts to cause the filing required herein to become
      effective promptly and to qualify or register the Registrable Securities in
      such
      States as are reasonably requested by the Holder(s); provided,
      however,
      that in
      no event shall the Company be required to register the Registrable Securities
      in
      a State in which such registration would cause: (i) the Company to be obligated
      to register or license to do business in such State or submit to general service
      of process in such State, or (ii) the principal shareholders of the Company
      to
      be obligated to escrow their shares of capital stock of the Company. The Company
      shall cause any registration statement filed pursuant to the demand right
      granted under Section 5.1.1 to remain effective for a period of at least twelve
      consecutive months from the date that the Holders of the Registrable Securities
      covered by such registration statement are first given the opportunity to sell
      all of such securities. The Holders shall only use the prospectuses provided
      by
      the Company to sell the shares covered by such registration statements, and
      will
      immediately cease to use any prospectus furnished by the Company if the Company
      advises the Holder that such prospectus may no longer be used due to a material
      misstatement or omission.

    


    Section
      5.2 “Piggy-Back”
      Registration.

    


    Section
      5.2.1 Grant
      of Right.
      In
      addition to the demand right of registration, described in Section 5.1 hereof
      the Holder shall have the right, for a period of five (5) years commencing
      one
      year from the Closing Date, to include the Registrable Securities as part of
      any
      other registration of securities filed by the Company (other than in connection
      with a transaction contemplated by Rule 145(a) promulgated under the Act or
      pursuant to Form S-8 or any equivalent form); provided,
      however,
      that if,
      solely in connection with any primary underwritten public offering for the
      account of the Company, the managing underwriter(s) thereof shall, in its
      reasonable discretion, impose a limitation on the number of shares of Common
      Stock which may be included in the Registration Statement because, in such
      underwriter(s)’ judgment, marketing or other factors dictate such limitation is
      necessary to facilitate public distribution, then the Company shall be obligated
      to include in such Registration Statement only such limited portion of the
      Registrable Securities with respect to which the Holder requested inclusion
      hereunder as the underwriter shall reasonably permit. Any exclusion of
      Registrable Securities shall be made pro rata among the Holders seeking to
      include Registrable Securities in proportion to the number of Registrable
      Securities sought to be included by such Holders; provided,
      however,
      that the
      Company shall not exclude any Registrable Securities unless the Company has
      first excluded all outstanding securities, the holders of which are not entitled
      to inclusion of such securities in such Registration Statement or are not
      entitled to pro rata inclusion with the Registrable Securities.

    


    Section
      5.2.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities pursuant to Section 5.2.1 hereof, but the Holders shall
      pay any and all underwriting commissions and the expenses of any legal counsel
      selected by the Holders to represent them in connection with the sale of the
      Registrable Securities. In the event of such a proposed registration, the
      Company shall furnish the then Holders of outstanding Registrable Securities
      with not less than thirty (30) days written notice prior to the proposed date
      of
      filing of such registration statement. Such notice to the Holders shall continue
      to be given for each registration statement filed by the Company until such
      time
      as all of the Registrable Securities have been sold by the Holder. The holders
      of the Registrable Securities shall exercise the “piggy-back” rights provided
      for herein by giving written notice, within ten (10) days of the receipt of
      the
      Company’s notice of its intention to file a registration statement.


    


    Section
      5.3 General
      Terms. 

    


    Section
      5.3.1 Indemnification.
      The
      Company shall indemnify the Holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls such Holders within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (“Exchange
      Act”),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against any claim whatsoever) to which any of them may
      become subject under the Act, the Exchange Act or otherwise, arising from such
      registration statement but only to the same extent and with the same effect
      as
      the provisions pursuant to which the Company has agreed to indemnify the
      Underwriters contained in Section 8 of the Underwriting Agreement between the
      Underwriters and the Company, dated as of _______________, 2006. The Holder(s)
      of the Registrable Securities to be sold pursuant to such registration
      statement, and their successors and assigns, shall severally, and not jointly,
      indemnify the Company, against all loss, claim, damage, expense or liability
      (including all reasonable attorneys’ fees and other expenses reasonably incurred
      in investigating, preparing or defending against any claim whatsoever) to which
      they may become subject under the Act, the Exchange Act or otherwise, arising
      from information furnished by or on behalf of such Holders, or their successors
      or assigns, in writing, for specific inclusion in such registration statement
      to
      the same extent and with the same effect as the provisions contained in Section
      8 of the Underwriting Agreement pursuant to which the Underwriters have agreed
      to indemnify the Company.

    


    Section
      5.3.2 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder(s)
      to exercise their Purchase Options prior to or after the initial filing of
      any
      registration statement or the effectiveness thereof.

    


    Section
      5.3.3 Documents
      Delivered to Holders.
      The
      Company shall furnish to each Holder participating in any of the foregoing
      offerings and to each underwriter of any such offering, if any, a signed
      counterpart, addressed to such Holder or underwriter, of: (i) an opinion of
      counsel to the Company, dated the effective date of such registration statement
      (and, if such registration includes an underwritten public offering, an opinion
      dated the date of the closing under any underwriting agreement related thereto),
      and (ii) a “cold comfort” letter dated the effective date of such registration
      statement (and, if such registration includes an underwritten public offering,
      a
      letter dated the date of the closing under the underwriting agreement) signed
      by
      the independent public accountants who have issued a report on the Company’s
      financial statements included in such registration statement, in each case
      covering substantially the same matters with respect to such registration
      statement (and the prospectus included therein) and, in the case of such
      accountants’ letter, with respect to events subsequent to the date of such
      financial statements, as are customarily covered in opinions of issuer’s counsel
      and in accountants’ letters delivered to underwriters in underwritten public
      offerings of securities. The Company shall also deliver promptly to each Holder
      participating in the offering requesting the correspondence and memoranda
      described below and to the managing underwriter, if any, copies of all
      correspondence between the SEC and the Company, its counsel or auditors and
      all
      memoranda relating to discussions with the SEC or its staff with respect to
      the
      registration statement and permit each Holder and underwriter to do such
      investigation, upon reasonable advance notice, with respect to information
      contained in or omitted from the registration statement as it deems reasonably
      necessary to comply with applicable securities laws or rules of the National
      Association of Securities Dealers, Inc. (“NASD”).
      Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      as any such Holder shall reasonably request.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Section
      5.3.4 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders whose Registrable Securities
      are
      being registered pursuant to this Section 5, which managing underwriter shall
      be
      reasonably satisfactory to the Company. Such agreement shall be reasonably
      satisfactory in form and substance to the Company, each Holder and such managing
      underwriters, and shall contain such representations, warranties and covenants
      by the Company and such other terms as are customarily contained in agreements
      of that type used by the managing underwriter. The Holders shall be parties
      to
      any underwriting agreement relating to an underwritten sale of their Registrable
      Securities and may, at their option, require that any or all the
      representations, warranties and covenants of the Company to or for the benefit
      of such underwriters shall also be made to and for the benefit of such Holders.
      Such Holders shall not be required to make any representations or warranties
      to
      or agreements with the Company or the underwriters except as they may relate
      to
      such Holders, their Shares and their intended methods of
      distribution.

    


    Section
      5.3.5 Documents
      to be Delivered by Holder(s).
      Each of
      the Holder(s) participating in any of the foregoing offerings shall furnish
      to
      the Company a completed and executed questionnaire provided by the Company
      requesting information customarily sought of selling
      securityholders.

    


    Section
      5.3.6 Damages.
      Should
      the registration or the effectiveness thereof required by Sections 5.1 and
      5.2
      hereof be delayed by the Company or the Company otherwise fails to comply with
      such provisions, the Holder(s) shall, in addition to any other legal or other
      relief available to the Holder(s), be entitled to obtain specific performance
      or
      other equitable (including injunctive) relief against the threatened breach
      of
      such provisions or the continuation of any such breach, without the necessity
      of
      proving actual damages and without the necessity of posting bond or other
      security.

    


    Section
      6. Adjustments.

    


    Section
      6.1 Adjustments
      to Exercise Price and Number of Securities. The Exercise Price and the
      number of Shares underlying the Purchase Option shall be subject to adjustment
      from time to time as hereinafter set forth:

    


    Section
      6.1.1 Stock
      Dividends - Recapitalization, Reclassification, Split-Ups.
      If after
      the date hereof, and subject to the provisions of Section 6.2 below, the
      number of outstanding Shares is increased by a stock dividend payable in Shares
      or by a split-up, recapitalization or reclassification of Shares or other
      similar event, then, on the effective date thereof, the number of Shares
      issuable on exercise of the Purchase Option shall be increased in proportion
      to
      such increase in outstanding Shares.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Section
      6.1.2 Aggregation
      of Shares.
      If after
      the date hereof, and subject to the provisions of Section 6.2, the number
      of outstanding Shares is decreased by a consolidation, combination or
      reclassification of Shares or other similar event, then, upon the effective
      date
      thereof, the number of Shares issuable on exercise of the Purchase Option shall
      be decreased in proportion to such decrease in outstanding Shares.

    


    Section
      6.1.3 Adjustments
      in Exercise Price.
      Whenever
      the number of Shares purchasable upon the exercise of this Purchase Option
      is
      adjusted, as provided in this Section 6.1, the Exercise Price shall be
      adjusted (to the nearest cent) by multiplying such Exercise Price immediately
      prior to such adjustment by a fraction: (x) the numerator of which shall be
      the number of Shares purchasable upon the exercise of this Purchase Option
      immediately prior to such adjustment, and (y) the denominator of which
      shall be the number of Shares so purchasable immediately thereafter.


    


    Section
      6.1.4 Replacement
      of Securities upon Reorganization, Merger, etc.
      In case
      of any reclassification or reorganization of the outstanding Shares other than
      a
      change covered by Section 6.1.1 hereof or which solely affects the par
      value of such Shares, or in the case of any merger or consolidation of the
      Company with or into another corporation or any other entity (other than a
      consolidation or merger in which the Company is the continuing corporation
      and
      which does not result in any reclassification or reorganization of the
      outstanding Shares), or in the case of any sale or conveyance to another
      corporation or any other entity of the property of the Company as an entirety
      or
      substantially as an entirety in connection with which the Company is dissolved,
      the Holder of this Purchase Option shall have the right thereafter (until the
      expiration of the right of exercise of this Purchase Option) to receive upon
      the
      exercise hereof, for the same aggregate Exercise Price payable hereunder
      immediately prior to such event, the kind and amount of Shares or other
      securities or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or other transfer, by a Holder of the number of Shares obtainable
      upon
      exercise of this Purchase Option immediately prior to such event; and if any
      reclassification also results in a change in Shares covered by
      Section 6.1.1, then such adjustment shall be made pursuant to
      Sections 6.1.1, 6.1.3 and this Section 6.1.4. The provisions of this
      Section 6.1.4 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.

    


    Section
      6.1.5 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of Shares as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to a prior adjustment
      or the computation thereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Section
      6.2 Elimination
      of Fractional Interests. The Company shall not be required to issue
      certificates representing fractions of Shares upon the exercise or transfer
      of
      the Purchase Option, nor shall it be required to issue scrip or pay cash in
      lieu
      of any fractional interests, it being the intent of the parties that all
      fractional interests shall be eliminated by rounding any fraction up or down
      to
      the nearest whole number of Shares.

    


    Section
      7. Reservation
      and Listing. The Company shall at all times reserve and keep available out
      of its authorized Shares, solely for the purpose of issuance upon exercise
      of
      the Purchase Options, such number of Shares or other securities, properties
      or
      rights as shall be issuable upon the exercise thereof. The Company covenants
      and
      agrees that, upon exercise of the Purchase Options and payment of the Exercise
      Price therefor, all Shares and other securities issuable upon such exercise
      shall be duly and validly issued, fully paid and non-assessable and not subject
      to preemptive rights of any shareholder. As long as the Purchase Options shall
      be outstanding, the Company shall use its best efforts to cause all Shares
      issuable upon exercise of the Purchase Options to be listed (subject to official
      notice of issuance) on all securities exchanges (or, if applicable on Nasdaq)
      on
      which the ordinary shares of the Company (the “Ordinary
      Shares”)
      issued
      to the public pursuant to the Registration Statement are then listed and/or
      quoted.

    


    Section
      8. Certain
      Notice Requirements.

    


    Section
      8.1 Holder’s
      Right to Receive Notice. Nothing herein shall be construed as conferring
      upon the Holders the right to vote or consent or to receive notice as a
      shareholder for the election of directors or any other matter, or as having
      any
      rights whatsoever as a shareholder of the Company. If, however, at any time
      prior to the expiration of the Purchase Options and their exercise, any of
      the
      events described in Section 8.2 hereof shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least fifteen
      (15) days prior to the date fixed as a record date or the date of closing the
      transfer books for the determination of the shareholders entitled to such
      dividend, distribution, conversion or exchange of securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation, winding
      up or sale. Such notice shall specify such record date or the date of the
      closing of the transfer books, as the case may be. 

    


    Section
      8.2 Events
      Requiring Notice. The Company shall be required to give the notice described
      in this Section 8 upon one or more of the following events: (i) if the Company
      shall take a record of the holders of its Ordinary Shares for the purpose of
      entitling them to receive a dividend or distribution payable otherwise than
      in
      cash, or a cash dividend or distribution payable otherwise than out of retained
      earnings, as indicated by the accounting treatment of such dividend or
      distribution on the books of the Company, or (ii) the Company shall offer to
      all
      the holders of its Ordinary Shares any additional shares of capital stock of
      the
      Company or securities convertible into or exchangeable for shares of capital
      stock of the Company, or any option, right or warrant to subscribe therefor,
      or
      (iii) merger, combination, consolidation, stock acquisition, dissolution,
      liquidation or winding up of the Company or a sale of all or substantially
      all
      of its property, assets and business shall be proposed.

    


    Section
      8.3 Notice
      of Change in Exercise Price. The Company shall, promptly after an event
      requiring a change in the Exercise Price pursuant to Section 6 hereof, send
      notice to the Holders of such event and change (“Price
      Notice”).
      The
      Price Notice shall describe the event causing the change and the method of
      calculating same and shall be certified as being true and accurate by the
      Company’s President and Chief Financial Officer.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Section
      8.4 Transmittal
      of Notices. Any notice, demand, request or other communication required or
      permitted under this Purchase Option shall be in writing and shall be deemed
      to
      have been duly given if personally delivered or mailed by reputable overnight
      courier or delivered by facsimile transmission, to the Company at the address
      set forth in the Company’s filings with the SEC or its facsimile number
      (+972-3-5160917) or to the Holder at its address or facsimile number set forth
      in the records of the Company. Any party hereto may by notice so given change
      its address for future notice hereunder. Notice shall conclusively be deemed
      to
      have been given when personally delivered or when deposited in the mail in
      the
      manner set forth above and shall be deemed to have been received when delivered
      or, if notice is given by facsimile transmission, when delivered with
      confirmation of receipt.

    


    Section
      9. Miscellaneous.

    


    Section
      9.1 Amendments.
      The Company and the Maxim Partners LLC may from time to time supplement or
      amend
      this Purchase Option without the approval of any of the Holders of any portion
      of this Purchase Option in order to cure any ambiguity, to correct or supplement
      any provision contained herein which may be defective or inconsistent with
      any
      other provisions herein, or to make any other provisions in regard to matters
      or
      questions arising hereunder which the Company and the Underwriters may deem
      necessary or desirable and which the Company and the Underwriters deem shall
      not
      adversely affect the interest of the Holders. All other modifications or
      amendments shall require the written consent of the party against whom
      enforcement of the modification or amendment is sought.

    


    Section
      9.2 Headings.
      The headings contained herein are for the sole purpose of convenience of
      reference, and shall not in any way limit or affect the meaning or
      interpretation of any of the terms or provisions of this Purchase
      Option.

    


    Section
      9.3 Entire
      Agreement. This Purchase Option (together annexes hereto) constitutes the
      entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

    


    Section
      9.4 Binding
      Effect. This Purchase Option shall inure solely to the benefit of and shall
      be binding upon, the Holder and the Company and their respective successors,
      legal representatives and assigns, and no other person shall have or be
      construed to have any legal or equitable right, remedy or claim under or in
      respect of or by virtue of this Purchase Option or any provisions herein
      contained.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Section
      9.5 Governing
      Law; Submission to Jurisdiction. This Purchase Option and the transactions
      contemplated hereby shall be governed as to validity, interpretation,
      construction, effect, and in all other respects by the laws of the State of
      New
      York pursuant to Section 5-1401 of the New York General Obligations Law, without
      regard to the conflicts of laws principals thereof (other than Section 5-1401
      of
      The New York General Obligations Law). The Company: (a) agrees that any legal
      suit, action or proceeding arising out of or relating to this Purchase Option
      and/or the transactions contemplated hereby shall be instituted exclusively
      in
      the Supreme Court of the State of New York, New York County, or in the United
      States District Court for the Southern District of New York, (b) waives any
      objection which it may have or hereafter to the venue of any such suit, action
      or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme
      Court
      of the State of New York, New York County, or in the United States District
      Court for the Southern District of New York in any such suit, action or
      proceeding. The Company has appointed Morrison & Foerster LLP as its
      authorized agent (the “Authorized
      Agent”)
      upon
      whom process may be served in any suit, action or proceeding arising out of
      or
      based upon this Purchase Option or the transactions contemplated herein which
      may be instituted in any New York Court, by the Holder or by any person who
      controls any Underwriter, and expressly accepts the exclusive jurisdiction
      of
      any such court in respect of any such suit, action or proceeding. The Company
      hereby represents and warrants that the Authorized Agent has accepted such
      appointment and has agreed to act as said agent for service of process, and
      the
      Company agrees to take any and all action, including the filing of any and
      all
      documents that may be necessary to continue such appointment in full force
      and
      effect as aforesaid. Service of process upon the Authorized Agent shall be
      deemed, in every respect, effective service of process upon the Company.
      Notwithstanding the foregoing, the Company hereby agrees to the exclusive
      jurisdiction of the Supreme Court of the State of New York, New York County,
      or
      in the United States District Court for the Southern District of New York in
      connection with any action brought by them arising out of or based upon this
      Purchase Option. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT
      PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS)
      HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
      CLAIM
      BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS PURCHASE OPTION AND THE
      TRANSACTIONS CONTEMPLATED HEREBY.

    


    Section
      9.6 Waiver,
      etc. The failure of the Company or the Holder to at any time enforce any of
      the provisions of this Purchase Option shall not be deemed or construed to
      be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non-fulfillment shall be construed or deemed to be a waiver
      of
      any other or subsequent breach, non-compliance or non-fulfillment.

    


    


    


    [Signature
      Page Follows]

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    IN
      WITNESS
      WHEREOF, the Company has caused this Purchase Option to be signed by its duly
      authorized officer as of the ____________ day of _________________,
      2006.

    
      	 	 	 
	 	INCREDIMAIL
              LTD.
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
              
Name:
	 	Title 


    

     

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    ANNEX
      I

    


    Form
      to be used to exercise Purchase Option

    


    IncrediMail
      Ltd.

    


    


    Date:_________________,
      200__

    


    The
      undersigned hereby elects irrevocably to exercise the within Purchase Option
      and
      to purchase ____ Ordinary Shares of IncrediMail Ltd. and hereby makes payment
      of
      $____________ (at the rate of $_________ per share) in payment of the Exercise
      Price pursuant thereto. Please issue the Share as to which this Purchase Option
      is exercised in accordance with the instructions given below.

    


    or

    


    The
      undersigned hereby elects irrevocably to exercise the within Purchase Option
      and
      to purchase _________ Ordinary Shares of IncrediMail Ltd. by surrender of the
      unexercised portion of the within Purchase Option (with a “Value” of $_______
      based on a “Market Price” of $__________. Please issue the Shares as to which
      this Purchase Option is exercised in accordance with the instructions given
      below.

    


    
      	 	 	 	 
	 	 	 	 
	
            	 	 	
              
Signature
	 	 	 	 


    

    NOTICE:
      The signature to this form must correspond with the name as written upon the
      face of the within Purchase Option in every particular without alteration or
      enlargement or any change whatsoever.

     

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

    
      	 	 
	Name 	 
	 	
              
                
(Print
                in Block Letters)  

            
	Address 	 
	 	
              
  


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    ANNEX
      II

    


    Form
      to be used to assign Purchase Option

    


    ASSIGNMENT

    


    


    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

    


    FOR
      VALUE
      RECEIVED,__________________________________ does hereby sell, assign and
      transfer unto _______________________ the right to purchase
      _______________________ Ordinary Shares of IncrediMail Ltd. (“Company”)
      evidenced by the within Purchase Option and does hereby authorize the Company
      to
      transfer such right on the books of the Company.

    


    Dated:___________________,
      200_

    
      	 	 	 	 
	 	 	 	 
	
            	 	 	
              
Signature
	 	 	 
	
              
Signature
              Guaranteed  	 	 
	 	 	 


    

    


    NOTICE:
      The signature to this form must correspond with the name as written upon the
      face of the within Purchase Option in every particular without alteration or
      enlargement or any change whatsoever, and must be guaranteed by a bank, other
      than a savings bank, or by a trust company or by a firm having membership on
      a
      registered national securities exchange.

    


    
      
        
        

      

      
        13