Incredimail 2011 Annual Report Download - page 144

"I, the undersigned _________ serve as an external accountant for Incredimail Ltd. In my capacity as the Company's external accountant and at the
company's request, and in light of Section 7.4 to the Letter of Undertaking executed by the company on ________ (the "Letter of Undertaking"), I
hereby approve that as of ________ the value of all Intangible Assets on Account of Acquisitions (as defined in the Letter of Undertaking) originating
from acquisitions made after the date the Letter of Undertaking was signed, equals USD _________".
9.3.
Within 20 days of each end of quarter, the Company will provide the Company with data as to Company inventory (including a breakdown of the
different types of inventory), debtors (including customers in Israel and abroad, various debtors, and Company obligations to creditors with liquidation
preferences) and any balance of debt within the banking system. The aforementioned data will refer to the last day of each quarter.
9.4.
An approval executed by the Company's external accountant, in the following language, shall be provided by the Company at any time the Company
provides Financial Statements to the bank (quarterly, including administrative and annual) with respect to the value of Intangible Assets on Account of
Acquisitions, as defined above, originating from acquisitions made within 3 years of the date this letter is signed. The aforementioned approval shall be
in the following language:
9.5.
No later than February 15 of each year, the Company shall provide the bank with its annual budget and monthly statement of cash flow referring in
advance to such year.
9.6.
In the event the Company shall prepare additional Financial Statements, whether in Israel or abroad, audited or unaudited, and/or other financial
reports such as prospectuses, the Company shall provide the bank with copies of the aforementioned statements immediately after their approval.
9.7.
Without derogating from this section, bank representatives will be entitled to meet with the Company's accountant at any time they so request in order
to confirm information concerning the Company's financial situation.
10.
The Company shall immediately inform the bank of any lawsuit filed against the Company valued at $500,000 USD or greater, or the submission or
commencement of any legal proceedings or those that the Company has knowledge of their future commencement in a court, tribunal or other judicial body in
Israel or abroad, equal to the monetary amount mentioned above.
11.
The Company is hereby notified that in event of breach of one or more of the undertakings pursuant to this letter, including a breach emanating from the
adoption of standards different than those used by the Company as of the date this Letter of Undertaking is signed, in part or in whole, then in addition to all
legal relief the bank is entitled to by virtue of any document that was executed or that will be executed by the Company, or by virtue of any law, the bank will
be entitled, but not obligated, to demand immediate repayment of all amounts owed to the bank by the Company on account of the Banking Services, in whole
or in part, and to exercise any collateral and/or guarantee given by or on behalf of the Company, subject to the provision of 7 days prior written notice, and on
condition that for the duration of said period, the Company did not remedy said breach, excluding cases of extraordinary urgency where such a waiting period,
as mentioned above, may, at the bank's opinion and at its discretion as a reasonable banking institution, cause damage. In such cases, the bank will be entitled to
immediately exercise its rights.