Incredimail 2010 Annual Report Download - page 178

(b) No Piggyback on Registrations
. Neither the Company nor any of its security holders (other than the Holders in
such capacity pursuant hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities.
(c) Compliance
. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the
Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.
(d) Suspension of Trading
. At any time after the Registrable Securities are covered by an effective Registration
Statement, the Company may deliver to the Holders a certificate (the “ Suspension Certificate ”)
approved by the Chief Executive Officer of the
Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration
Statement would:
(i) materially interfere with any transaction that would require the Company to prepare financial statements under the
Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the
Exchange Act, or
(ii) require public disclosure of any transaction of the type discussed in Section 6(d) prior to the time such disclosure might
otherwise be required.
Beginning five (5) business days after the receipt of a Suspension Certificate by the Holders, the Company may, in its discretion, require such
Holders to refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such
Holders for a specified period of time that is customary under the circumstances (not to exceed forty-
five (45) calendar days). Notwithstanding
the foregoing sentence, the Company shall be permitted to cause Holders to so refrain from selling or otherwise transferring or disposing of any
Registrable Securities or other securities of the Company on only two (2) occasions during each twelve (12) consecutive month period that the
Registration Statement remains effective. The Company may impose stop transfer instructions to enforce any required agreement of the Holders
under this Section.
(e) Discontinued Disposition
. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue
disposition of such Registrable Securities under the Registration Statement until such Holder's receipt of the copies of the supplemented
Prospectus and/or amended Registration Statement or until it is advised in writing (the "Advice"
) by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to
be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the
provisions of this paragraph.
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