Incredimail 2011 Annual Report Download - page 139

Exhibit 4.8
Date: September 6, 2011
To
The First International Bank of Israel Ltd.
Ramat Hachayal Branch
Dear Sirs,
WHEREAS, Incredimail Ltd. (the " Company
") is and/or will be indebted to the bank for various amounts of money on account of credit, documentary credit,
various loans, overdraft in the Company's checking account, debit account or other account, various letters of indemnification and guaranty, discounts of bills, and
other banking services made available and/or that will be made available to the Company or other persons guaranteed by Company (the " Banking Services ");
WHEREAS, the people/corporations listed in Annex A
attached herein and constituting an integral part of this letter constitute Interested Parties and/or Controlling
Shareholder as defined in the Israeli Securities Law 5728-1968 (the " Interested Parties ");
WHEREAS,
as one of the conditions for providing Banking Services, the bank requires the Company to execute this letter including the undertakings detailed below,
and the Company agrees to the aforementioned condition.
THEREFORE,
the Company hereby declares and undertakes to the bank that as long as the Company benefits from credit and Banking Services provided to it from
the bank, and as long as the Company has liabilities and undertakings towards the bank in accordance with the bank's records, the following shall apply:
" Company's Financial Statements " –
the Company's Consolidated Financial Statements prepared in accordance with any law and accepted accounting
standards, including, amongst others, balance sheets, income statement, cash flow statement, statement of changes in shareholders’
equity, including any of
their notes, and in addition, any other report, notice, or document required/or that will be required pursuant to any law and/or authorities and/or bodies and/or
authorized entities; annual statements shall be compiled and audited by a an external auditor, in accordance with the principles, reporting requirements, accepted
accounting regulations determined/or that will be determined by the Institute of Certified Public Accountants in Israel from time to time, pursuant to any law,
and the quarterly statements, subject to Section 7.2 below, and pursuant to the rules and principles, reporting requirements, and accounting standards
determined /or that will be determined by the relevant authorities in the United States, from time to time (the SEC and FASB) and/or any law.
1.
The Company shall at all times comply with the following financial conditions and ratios, which will be examined in accordance with the Company's quarterly
and annual financial statements, as defined below: