Incredimail 2011 Annual Report Download - page 168

(ii) 15,000,000 shares of Common Stock, of which 4,315,760shares are issued and outstanding immediately prior to the Closing. All
of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance in all material respects with all
applicable federal and state securities laws.
(b) The Company has reserved 1,271,830 shares of Common Stock for issuance to officers, directors, employees and consultants of the
Company pursuant to its 2005 Stock Option Plan duly adopted by the board of directors of the Company and approved by the Company's shareholders (the “
2005
Stock Plan ”).
Of such 1,271,830 reserved shares of Common Stock, no shares have been issued pursuant to restricted stock purchase or similar agreements, options
to purchase 1,439,800 shares have been granted (of which 856,800 are currently outstanding and 415,030 have been exercised) and no shares remain available for
issuance to officers, directors, employees and consultants pursuant to the 2005 Stock Plan. The Company has reserved 860,630 shares of Common Stock for issuance
to officers, directors, employees and consultants of the Company pursuant to its 2007 Stock Plan duly adopted by the board of directors of the Company and approved
by the Company's shareholders (the “ 2007 Stock Plan ”).
Of such 860,630 reserved shares of Common Stock, no shares have been issued pursuant to restricted stock
purchase or similar agreements, 1,101,950 options have been granted (of which 674,575 are currently outstanding and 2,000 shares have been exercised) and 184,055
shares remain available for issuance to officers, directors, employees and consultants pursuant to the 2007 Stock Plan. A detailed capitalization table showing the
numbers of outstanding shares or options held by each Shareholder, Warrantholder or Optionholder, and the applicable vesting schedule, if any, is set forth in the
Signing Spreadsheet.
(c) Except for (i) conversion privileges of the Preferred Stock, (ii) outstanding Company Stock Options issued pursuant to the Stock Option
Plans and (iii) except as set forth in the Investors’
Rights Agreement, there are no outstanding or authorized subscriptions, options, calls, warrants, rights (including
conversion or preemptive rights and rights of first refusal or similar rights), commitments, convertible securities, or other agreements of any character directly or
indirectly, orally or in writing, obligating the Company to issue any additional shares or any securities convertible into, or exchangeable for, or evidencing the right to
subscribe for, any shares of the Company Capital Stock. None of the Company’
s stock purchase agreements or stock option documents contains a provision for
acceleration (or lapse of a repurchase right) upon the occurrence of any event. The Company has never adjusted or amended the exercise price of any stock options
previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. There has not been, and the issuance of the Shares
has never caused there to be, any anti-dilution adjustment to any of the Company’s outstanding securities.
(d) 100% of the issued and outstanding Company Capital Stock, on an actual basis and on an as-converted (or as-
exercised) basis, taking into
consideration any and all convertible or exchangeable securities and other interests in the Company, is owned beneficially and of record by the Shareholders,
Optionholders and Warrantholders as set forth in the Signing Spreadsheet, which includes the class of security and address of each such holder, and will be owned
immediately following the Closing by the Purchaser, free and clear of any Encumbrances.
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