Incredimail 2010 Annual Report Download - page 160

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d. Experience of such Purchaser
. Such Purchaser, either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an
investment in the Shares and, at the present time, is able to afford a complete loss of such investment.
e. General Solicitation
. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or
other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general advertisement.
f. Independent Investment Decision
. Such Purchaser has independently evaluated the merits of its decision to purchase
the Shares pursuant to this Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’
s business and/or
legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of Roth Capital Partners, LLC or any of its
agents, counsel or affiliates in making its investment decision hereunder, and confirms that none of such persons has made any representations or
warranties to Purchaser in connection with the transactions contemplated by this Agreement.
g. Non-Public Information
. Such Purchaser has made its investment decision based only on public information. Such
Purchaser acknowledges that the Seller may have non-public information (which may or may not be relevant to such Purchaser’
s consideration
of an investment in the Shares) with respect to the Company which each Purchaser agrees need not be provided to him or her.
h. Restricted Securities . Such Purchaser acknowledges that the Shares are “restricted securities”
as defined in Rule 144
under the Securities Act.
It is understood that the Certificate(s) shall bear a legend substantially similar to the following:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION
OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR
OTHERWISE TRANSFERRED, WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR
THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES
ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.”
3