Incredimail 2011 Annual Report Download - page 167

2.2 Charter Documents; Records
. The Articles of Incorporation and Bylaws of the Company have been duly adopted by all necessary corporate
action and procedures on the part of the Company and in accordance with all applicable laws. True, complete and correct copies of the Articles of Incorporation and
Bylaws of the Company, including all amendments thereto, currently in effect (the “ Charter Documents ”)
have been made available to Purchaser and are attached
to this Agreement as Exhibit F and Exhibit G
, respectively. The Company has made available to Purchaser accurate and complete copies of (1) the capital stock
records of the Company, (2) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without
a meeting) of the shareholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company, in each case, since
its inception and (3) all material documents provided to members of the board of directors and such committees in connection with meetings thereof since January 1,
2010 excluding materials related to financing and merger scenarios with third parties. There have been no formal meetings or other proceedings of the shareholders of
the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other
records. There has not been any violation of any of the provisions of the Company’
s Articles of Incorporation or Bylaws, nor has the Company taken any action that is
inconsistent with any resolution adopted by its shareholders, its board of directors or any committee thereof. The books of account, capital stock ledger, minute books
and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with applicable law.
2.3 Capitalization .
(a) The authorized capital stock of the Company as of the date hereof is, and except for the conversion of any Preferred Stock outstanding
prior to the date hereof to Company Common Stock after the date hereof but prior to the Closing Date, on the Closing Date shall be:
(i) 5,233,605 shares of Preferred Stock, of which 2,020,438 shares have been designated Series A Preferred Stock, of which
2,020,438 shares are issued and outstanding immediately prior to the Closing, and of which 3,213,167 shares have been designated Series B Preferred Stock,
2,973,139 of which shares are issued and outstanding immediately prior to the Closing.
The rights, privileges and preferences of the Preferred Stock are as stated in
the Charter Documents. All of the outstanding shares of Preferred Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance
with all applicable federal and state securities laws.
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