Incredimail 2012 Annual Report Download - page 236

(b) Each Company Shareholder hereby confirms, acknowledges, represents and warrants that he,
she or it: (A) (i) is the holder of the number of Company Shares and/or Company Options set forth next to such Person's
name on the Signature Page of this Agreement and on the Signing Spreadsheet, as updated by the Closing Spreadsheet and
in such Person’
s Closing Allocation Certificate; (ii) other than the number and class of Company Shares and/or Company
Options set forth next to such Person's name on the Signature Page of this Agreement and on the Signing Spreadsheet, as
updated by the Closing Spreadsheet and in such Person’
s Closing Allocation Certificate, is not entitled to any additional
Company Shares or Company Options or any other form of payment or equity securities including, shares, options,
warrants or any other convertible security, or right to acquire shares, options or warrants of or any other convertible
security into Company Share Capital; (iii) waives any right to receive any additional Company Shares or Company
Options (as a result of any anti-
dilution rights, preemptive rights, conversion rights (of any of the Company Shares which
are outstanding as of the Agreement Date and the Closing Date), rights of first offer, co-sale and no-
sale rights, any other
participation, first refusal or similar rights, rights to any liquidation preference (except for payment as part of the
Aggregate Consideration as set forth in the Signing Spreadsheet, as updated by the Closing Spreadsheet), redemption
rights and rights of notice of the Share Purchase, including but not limited to those set forth in the Charter Documents, any
adjustment of the conversion price of any preferred share whatsoever or otherwise); (iv) fully, finally, irrevocably and
forever waives any right to convert any of its Company Shares or Company Options into any other class or series of
Company Shares presently and through the Closing, except as set forth next to such Person's name on the Signature Page
of this Agreement and on the Signing Spreadsheet, as updated by the Closing Spreadsheet and on such Person’
s Closing
Allocation Certificate; (B) (i) examined the Signing Spreadsheet, the Closing Spreadsheet and such Person’
s Closing
Allocation Certificate and is entitled only to the distribution set forth in the Signing Spreadsheet, as updated by the
Closing Spreadsheet and in such Person’
s Closing Allocation Certificate (subject to any adjustments contemplated in this
Agreement); (ii) waives any right to receive consideration other than as set forth in the Signing Spreadsheet, as updated by
the Closing Spreadsheet and such Person’
s Closing Allocation Certificate; (C) for as long as this Agreement is in force
agrees not to sell, transfer, assign or convert any of its Company Shares and/or Company Options, or subject such
Company Shares and/or Company Options to any Encumbrances, except pursuant to a transfer request of Company Shares
provided to the Company and Purchaser prior to the Agreement Date; and (D) has not heretofore assigned or transferred,
or purported to have assigned or transferred, to any corporation (or any other legal entity) or person whatsoever, any
claim, debt, liability, demand, obligation, cost, expense, action or cause of action herein released.
(c) Each Company Shareholder holding Company Shares subject to the provisions of Section 102
hereby confirms, acknowledges, represents and warrants that: (i) the payments made to such Company Shareholder for his
Company Shares and/or Company Options pursuant to this Agreement are outside of the scope of such Company
Shareholder's employment and do not establish an employment relationship between such Company Shareholder and
Purchaser; (ii) such Company Shareholder is responsible for any income Tax payments or other mandatory charges due
with respect to the payments made to such Company Shareholder for his Company Shares and/or Company Options
pursuant to this Agreement, under Israeli Tax law or any other federal, state or local Tax law (" Tax Liability
"); (iii) to the
extent withholding is required under Israeli Tax law or any other federal, state or local Tax law for the Tax Liability, such
liability may be withheld from any payments made to such Company Shareholder for his Company Shares and/or
Company Options pursuant to this Agreement; (iv) payments made for such Company Shareholder's Company Shares
and/or Company Options subject to the provisions of Section 102(b) pursuant to this Agreement may have adverse Tax
consequences; (v) neither Purchaser or any of its affiliates nor the Company or the Israeli Subsidiary take any
responsibility or liability with respect to the loss of Tax qualified status of such Company Shareholder's Company Shares
and/or Company Options under Section 102(b) of the Israeli Income Tax Ordinance (except as resulting from an act or
omission of the Company or the Israeli Subsidiary with respect to grants of Company Options made by the Company or
the Israeli Subsidiary under the current Company Employee Plan, to individuals who were either employees or directors
on the date of grant); (vi) any payments with respect to such Company Shareholder's Company Shares and/or Company
Options granted under Section 102 of the Israeli Income Tax Ordinance and that are held by the applicable 102 Trustee
shall be paid to the 102 Trustee, who shall make such payments in accordance with the Israeli Options Tax Ruling, if
obtained, and the Israeli Income Tax Ordinance; and (vii) such Company Shareholder has been given the opportunity and
has been encouraged to consult with such Company Shareholder's own attorney and tax adviser prior to signing this
Agreement.
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