Incredimail 2012 Annual Report Download - page 240

2.2 Capital Structure .
(a) The authorized share capital of the Company consists solely of 7,000,000 shares, (i) 4,150,000
of which are designated as Company Ordinary Shares, (ii) 1,050,000 of which are designated as Company Series A
Preferred Shares and (iii) 1,800,000 of which are designated as Company Series B Preferred Shares. A total of (i) 275,826
Company Ordinary Shares, (ii) 780,900 Company Series A Preferred Shares and (iii) 1,395,900 Company Series B
Preferred Shares, are issued and outstanding as of the Agreement Date. The Company holds no treasury shares. There are
no other issued and/or outstanding shares of share capital or other securities of the Company or the Israeli Subsidiary and
no outstanding commitments or Contracts that obligate the Company or the Israeli Subsidiary to issue any shares of share
capital or other securities of the Company or the Israeli Subsidiary or options or rights to acquire any Company Share
Capital or Israeli Subsidiary Share Capital under any circumstances other than pursuant to the exercise of outstanding
Company Options under the Company Option Plans and options to purchase Series A Preferred Shares and Series B
Preferred Shares, in each case as set forth on the Signing Spreadsheet and as updated in the Closing Spreadsheet.
Schedule 2.2 (a)
of the Company Disclosure Letter accurately sets forth, as of the Agreement Date, the name of each
Person that is the registered owner of any Company Shares and the number of such shares so owned by such Person, and
the number of Company Ordinary Shares that would be owned by such Person assuming conversion of all Company
Shares so owned by such Person giving effect to all anti-dilution and similar adjustments. To the Company’
s knowledge,
the number of such shares set forth as being so owned by such Person constitutes the entire beneficial interest of such
person in the issued and outstanding share capital or voting securities of the Company. All issued and outstanding shares
of Company Share Capital and Israeli Subsidiary Share Capital are duly authorized, validly issued in compliance with all
applicable laws, fully paid and non-
assessable and are free of any Encumbrances, preemptive rights, rights of first refusal
or “put” or “call”
rights created by statute, the Charter Documents or any Contract to which the Company or the Israeli
Subsidiary is a party or by which the Company or the Israeli Subsidiary is bound and, if transferred by a Company
shareholder or a Company optionholder, were transferred in accordance with any Legal Requirement or Contract
applicable to the Company, right of first refusal or similar right or limitation, including those in the Charter Documents,
and, to the Company's knowledge, in accordance with any Legal Requirement or Contract applicable to the Company
shareholder or Company optionholder. Neither the Company nor the Israeli Subsidiary has ever declared or paid any
dividends on any shares of Company Share Capital or Israeli Subsidiary Share Capital. There is no liability for dividends
accrued and unpaid by the Company or the Israeli Subsidiary. Neither the Company nor the Israeli Subsidiary is under
any obligation to register under applicable Israeli securities law any shares of Company Share Capital or Israeli Subsidiary
Share Capital or any other securities of the Company or the Israeli Subsidiary, whether currently outstanding or that may
subsequently be issued. Except as set forth on Schedule 2.2(a)
of the Company Disclosure Letter, each Company
Preferred Share is convertible into Company Ordinary Shares on a one-for-
one basis. All issued and outstanding shares of
Company Share Capital, all Company Options, and Israeli Subsidiary Share Capital were issued in compliance with all
applicable Legal Requirements and all requirements set forth in all applicable Charter Documents and Contracts, all of
which were provided to Purchaser. All transfers of Company Securities since incorporation were to one of the Company
Shareholders set forth on the Signing Spreadsheet.
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