Incredimail 2010 Annual Report Download - page 174

(h) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to the Registration Statement(s), which certificates shall be free, to the extent permitted by the
Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such
names as any such Holders may request.
(i) Upon the occurrence of any event contemplated by Section 3(c)(ii)-
(v), as promptly as reasonably possible, prepare a
supplement or amendment, including a post-
effective amendment, to the affected Registration Statements or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as
thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading.
(j) Until the first anniversary of the Closing Date, make and keep available adequate current
public information, as those
terms are understood and defined in SEC Rule 144.
4. Registration Expenses
. All fees and expenses incident to the performance of or compliance with this Agreement by the
Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and
expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for
trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the
holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses of
the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any
broker or similar commissions, and except to the extent provided for in this Agreement or in the Purchase Agreement (the “
Transaction
Documents ”), any legal fees or other costs of the Holders.
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