Incredimail 2012 Annual Report Download - page 242

(c) Other than as set forth on Schedules 2.2 (a) and 2.2 (b)
of the Company Disclosure Letter, no
Person has any right to acquire any shares of Company Share Capital or any Company Options or other rights to purchase
shares of Company Share Capital or other securities of the Company, from the Company or to the knowledge of the
Company, from any Company Securityholder.
(d) No bonds, debentures, notes or other Indebtedness of the Company or the Israeli Subsidiary (i)
granting its holder the right to vote on any matters on which any Company Securityholder or Israeli Subsidiary
Securityholder may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value
of which is any way based upon or derived from capital or voting stock of the Company or the Israeli Subsidiary, is issued
or outstanding as of the Agreement Date (collectively, “ Company Voting Debt ”).
(e) Except for the Company Options described in Schedule 2.2 (b)
of the Company Disclosure
Letter, there are no options, warrants, calls, rights or Contracts of any character to which the Company is a party or by
which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered,
sold, repurchased or redeemed, any shares of any Company Share Capital, Company Options or other rights to purchase
shares of Company Share Capital or other securities of the Company, or any Company Voting Debt, or obligating the
Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or
enter into any such Company Option, call, right or Contract. All shares of Company Share Capital ever repurchased or
redeemed by the Company were repurchased or redeemed in compliance with: (i) all applicable law; and (ii) all
requirements set forth in all applicable Charter Documents and Contracts. There are no Contracts relating to voting,
purchase, sale or transfer of any Company Share Capital (i) between or among the Company and any Company
Securityholder, other than written contracts granting the Company the right to purchase unvested shares upon termination
of employment or service, and (ii) to the knowledge of the Company, between or among any of the Company
Securityholders. Except as set forth in Schedule 2.2 (e),
neither the Company Option Plans nor any Contract of any
character to which the Company is a party to or by which the Company is bound relating to any Company Options
requires or otherwise provides for any accelerated vesting of any Company Options in connection with the Share Purchase
or any other transaction contemplated by this Agreement or upon termination of employment or service with the Company
or with Purchaser or any Israeli Subsidiary, or any other event, whether before, upon or following the Share Purchase or
otherwise.
(f) 100% of the issued and outstanding Company Share Capital, 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 of record, and to the knowledge of the Company, beneficially, by the Company
Securityholders 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 Purchaser, to the knowledge of the Company, free and
clear of all Encumbrances other than Encumbrances created by Purchaser.
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