Incredimail 2012 Annual Report Download - page 266

2.14 Books and Records
. The Company has provided to Purchaser, its counsel or other advisors correct and complete copies of
each document that has been requested by Purchaser, its counsel and other advisors in connection with their legal and accounting review of the
Company and the Israeli Subsidiary (other than any such document that does not exist or is not in the Company’
s possession or subject to its
control). Without limiting the foregoing, the Company has provided to Purchaser or its counsel complete and correct copies of (a) all Material
Contracts of the Company and the Israeli Subsidiary and all other documents listed on the Company Disclosure Letter, (b) the Charter
Documents of the Company and the Israeli Subsidiary, in each case as amended to date and as currently in effect, (c) the minute books
containing records of all proceedings, consents, actions and meetings of the Company Board of Directors and the board of directors of the Israeli
Subsidiary (the " Israeli Subsidiary Board of Directors
"), committees of the Company Board of Directors and Israeli Subsidiary Board of
Directors and Company Shareholders of the Company, (d) the shareholders register, journal and other records reflecting all share issuances and
transfers and all share option grants and agreements of the Company and the Israeli Subsidiary and a document setting forth all transfers and
issuances of any capital stock of the Company from incorporation to the Agreement Date, attached hereto as Schedule 2.14(d)
of the Company
Disclosure Letter, (e) all permits, orders and consents issued by any regulatory agency with respect to the Company or the Israeli Subsidiary, or
any securities of the Company or the Israeli Subsidiary, and all applications for such permits, orders and consents, and (f) all agreements relating
to Intellectual Property. The minute books of the Company provided to Purchaser contain a complete and accurate, in all material respects,
summary of all meetings of directors and Company Shareholders or actions by written consent since the time of incorporation of the Company
through the date of this Agreement. The minute books of the Israeli Subsidiary provided to Purchaser contain a complete and accurate summary,
in all material respects, of all meetings of directors and Israeli Subsidiary Shareholder or actions by written consent since the time of
incorporation of the Israeli Subsidiary through the date of this Agreement. There has not been any violation of any of the provisions of the
Charter Documents, including all amendments thereto, and the Company and the Israeli Subsidiary have not taken any action that is inconsistent
in any respect with any resolution adopted by its respective shareholders or board of directors, as applicable. The books, records and accounts of
the Company and the Israeli Subsidiary (i) are true, correct and complete in all material respects, (ii) have been maintained in accordance with
reasonable business practices on a basis consistent with prior years, (iii) are stated in reasonable detail and accurately and fairly reflect, in all
material respects, all of the transactions and dispositions of the assets and properties of the Company and the Israeli Subsidiary, and (iv)
accurately and fairly reflect the basis for the Company Financial Statements. No unrecorded fund or asset of the Company or the Israeli
Subsidiary has been established for any purpose, no accumulation or use of corporate funds of the Company or the Israeli Subsidiary has been
made without being properly accounted for in the books and records of the Company or the Israeli Subsidiary, and no payment has been made by
or on behalf of the Company or the Israeli Subsidiary with the understanding that any part of such payment is to be used for any purpose other
than that described in the documents supporting such payment.
2.15 Material Contracts .
(a) Schedules 2.15 (a) through (xix)
of the Company Disclosure Letter set forth a list of each of
the following Contracts to which the Company and/or the Israeli Subsidiary is a party (“ Material Contracts ”):
(
i) any Contract providing for payments by or to the Company or the Israeli Subsidiary in an aggregate
amount of $50,000 or more;
(ii) any dealer, distributor or similar agreement, or any Contract providing for the grant of rights to reproduce,
license, market or sell its products or services to any other Person or relating to the advertising or promotion of the business of the Company or
the Israeli Subsidiary or pursuant to which any third parties advertise on any websites operated by the Company or the Israeli Subsidiary
providing for payments to or by the Company or the Israeli Subsidiary annually in an aggregate amount of $25,000 or more;
(iii) (1) any joint venture Contract, (2) any Contract that involves a sharing of revenues, profits, cash flows,
expenses or losses with other Persons, (3) any Contract that involves the payment of royalties to any other Person or (4) any Contract between
the Company and the Israeli Subsidiary;
46