Incredimail 2011 Annual Report Download - page 193

The Founder represents and warrants to Parent, Purchaser and Merger Sub, as of the date hereof and as of the Closing Date, as follows:
4.1 Authority
. The Founder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. No consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any Governmental Body on
the part of the Founder is required that has not been, or will not have been, obtained by the Founder prior to the Closing in connection with the valid execution,
delivery and performance of this Agreement. Neither the execution and delivery of this Agreement nor compliance by the Founder with the terms and provisions
hereof or thereof, will conflict with, or result in a breach or violation of, any of the terms, conditions and provisions of: (i) any judgment, order, injunction, decree, or
ruling of any court or Governmental Body, (ii) any agreement, contract, lease, license or commitment to which the Founder is a party or to which it or any of its
properties are subject or (iii) any Legal Requirement.
4.2 Experience; Receipt of Information; Consultation with Advisers . The Founder is an “Accredited Investor”
as such term is defined in Rule 501
of Regulation D promulgated under the Securities Act (as defined in Exhibit A
hereto). The Founder has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks relating to acquiring Parent Shares and, by reason of the Founder’
s financial and business experience, he has
the capacity to protect his interest in connection with the acquisition of such Parent Shares. The Founder understands that its acquisition of such Parent Shares involves
a high degree of risk. Without prejudice to the representations and warranties of Parent, the Founder and his counsel have been afforded the opportunity to ask
questions and otherwise conduct a due diligence inquiry.
4.3 Acquisition for Own Account, etc.
The Founder is acquiring Parent Shares for his own account for investment and not with a view of
distributing them. No other Person will have any direct or indirect beneficial interest in the Parent Shares acquired by the Founder pursuant to this Agreement. The
Founder understands that, in connection with the acquisition of the Purchaser Shares as contemplated herein, the Purchaser Shares have not been and will not be
registered under the Securities Act or registered or qualified under the securities laws of any U.S. state or other jurisdiction, in each case by reason of specific
exemptions from the registration provisions of the Securities Act and the securities laws of such states or other jurisdictions, the availability of which depend upon,
among other things, the bona fide nature of the investment intent and the accuracy of the Founder’s representations as expressed herein and in response to Purchaser’
s
inquiries, if any.
4.4 Restricted Securities . The Founder understands that the Parent Shares that he is acquiring pursuant to this Agreement are and will be “
restricted
securities”
under the Securities Act in that such securities will be acquired from Parent in a transaction not involving a public offering under the Securities Act, and
that under U.S. federal and state laws and applicable regulations, such Parent Shares may be resold without registration under the Securities Act only in certain limited
circumstances and that otherwise such securities must be held indefinitely. In this connection, the Founder represents that it understands the resale limitations imposed
by the Securities Act and is familiar with SEC Rule 144, as presently in effect, and the conditions which must be met in order for that rule to be available for resale of
“restricted securities.” The Founder also acknowledges that he may deemed to be an “affiliate”
of Parent under SEC Rule 144 and that certain resale limitations
thereunder shall apply to him for so long as he remains an “affiliate” and for three months thereafter.
Section 4.
REPRESENTATIONS AND WARRANTIES OF FOUNDER.
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