Incredimail 2012 Annual Report Download - page 241

(b) As of the Agreement Date, the Company has reserved 560,563 Company Ordinary Shares for
issuance to employees, directors and consultants of the Company or the Israeli Subsidiary pursuant to the Company
Option Plans, of which 416,563 Company Ordinary Shares are subject to outstanding and unexercised Company Options,
and 144,000 Company Ordinary Shares remain available for issuance thereunder. Schedule 2.2 (b)
of the Company
Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding
Company Options (including exercised Company Options), whether or not granted under the Company Option Plans,
including the number of Company Ordinary Shares subject to each Company Option, the date of grant, the vesting
schedule (and the terms of any acceleration thereof), the exercise price per share, whether each such Company Option was
granted pursuant to Section 3(i) of the Israeli Income Tax Ordinance or Section 102(b) or Section 102(c) (or the
corresponding status under applicable non-
Israeli Tax law) and specifying the Section and subsection of the Israeli Income
Tax Ordinance pursuant to which such Company Option was granted, the date on which such Company Option expires,
the Company Option Plan from which such Company Option was granted, the date of commencement of the two year
holding period with the 102 Trustee, if granted under Section 102(b) and whether the holder thereof is an employee,
director or consultant of the Company or the Israeli Subsidiary (and the entity receiving services from such person), such
person’
s holding percentage in the Company (including on a fully diluted basis if it exceeds 5% of the outstanding share
capital of the Company), whether such person has relocated from or to Israel and the date on which the grant of such
securities was approved by the Company Board of Directors, Israeli Subsidiary Board of Directors, shareholders of the
Company and/or the Israeli Subsidiary, as applicable, all as required under applicable Legal Requirements. In addition,
Schedule 2.2 (b)
of the Company Disclosure Letter indicates which holders of outstanding Company Options that are
held by Persons that are not employees of the Company (including non-
employee directors, consultants, advisory board
members, vendors, service providers or other similar persons), including a description of the relationship between each
such Person and the Company. Correct and complete copies of each Company Option Plan, all agreements and
instruments relating to or issued under each Company Option Plan (including executed copies of all Contracts relating to
each Company Option and the shares of Company Share Capital purchased under such option) have been provided to
Purchaser’
s counsel, and such plans and Contracts have not been amended, modified or supplemented since being
provided to Purchaser’
s counsel, and there are no agreements, understandings or commitments to amend, modify or
supplement such plans or Contracts in any case from those provided to Purchaser’
s counsel. All tax rulings, opinions,
correspondence and filings with the Israeli Tax Authority relating to the Company Option Plan and any award thereunder
have been provided to Purchaser’
s counsel. The terms of the Company Option Plans permit the acceleration, cancellation
and exchange of Company Options to purchase Company Ordinary Shares as provided in this Agreement, without the
consent or approval of the holders of such securities, the Company Shareholders, or otherwise. Other than as provided in
this Agreement, no other outstanding Company Options, whether under the Company Option Plans or otherwise, will be
accelerated in connection with the Share Purchase. A detailed capitalization table showing the numbers of outstanding
shares or options held by each Company Shareholder and Company Optionholder, and the applicable vesting schedule, if
any, is set forth in the Signing Spreadsheet. Each grant of Company Options was validly issued and properly approved in
compliance with all applicable Legal Requirements. All Company Shares issued or issuable upon exercise of Company
Options will be duly authorized, validly issued, fully paid and non-
assessable and free of any Encumbrances, preemptive
rights, rights of first refusal or “put” or “call”
rights created by any Legal Requirements 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, other than as set
forth in the Charter Documents and the Company Option Plan.
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