Incredimail 2010 Annual Report Download - page 161

Section 4. Representations and Warranties of the Company
. The Company hereby represents and warrants to each Purchaser
as follows:
a. Authority
. Each of this Agreement and the Registration Rights Agreement (as defined below) has been duly
authorized by all necessary corporate action and has been duly executed by the Company, and when delivered by the Company in accordance
with the terms hereof, will constitute the valid and legally binding obligation of the Company, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally.
b. Listing . The Shares have been listed for trading on the Nasdaq Global Market.
Section 5. Representations and Warranties of the Seller
. The Seller hereby represents and warrants to each Purchaser as
follows:
a. Power and Authority
. Such Seller has full authority and power to execute and deliver this Agreement and subject in
part to the truthfulness of Purchasers’
representations herein, to sell and transfer the Shares to the Purchasers as provided herein. This
Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller enforceable
against such Seller in accordance with its respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors’ rights generally.
b. Ownership
. Seller is the sole and exclusive owner, beneficially and of record, of the Shares, free and clear of any
lien, encumbrance or pledge and, except for restrictions on transfer imposed by applicable securities laws, has the unconditional right to sell the
Shares as contemplated by this Agreement. At the Closing, upon payment of the Purchase Price, the Purchasers will acquire all right, title and
interest in the Shares, free and clear of any lien, encumbrance or pledge other than restrictions on transfer in accordance with applicable
securities laws. Such Seller has held the Shares continuously since the date such Shares were issued by the Company. Such Seller is not aware
of any third party claims with respect to the Shares. The Shares are not subject to any voting agreement or other voting restrictions.
c. Solicitation
. At no time did such Seller present or solicit, by means of any publicly issued or circulated newspaper,
mail, radio, television or other form of general advertising or solicitation, in connection with the offer, sale and purchase of the Shares.
d. No Conflicts
. The execution and delivery of this Agreement and the performance of its respective terms will not,
with or without the giving of notice or the passage of time, conflict with, constitute a violation or breach of or result in a default under, result in
the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice or consent under (a) any
contract, security interest, or other arrangement to which such Seller is a party or by which such Seller or its property is bound or to which any of
such Seller’
s assets are subject, (b) any order, writ, injunction, award, decree, decision or ruling of any court, arbitrator or governmental or
regulatory body against or binding such Seller or its property, or (c) any statute, law, rule or regulation of any jurisdiction to which Seller or its
property may be subject.
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