Incredimail 2012 Annual Report Download - page 274

(b) Such Company Shareholder is (i) an accredited investor within the meaning of Regulation D
prescribed by the Securities and Exchange Commission (the “ SEC ”) pursuant to the Securities Act (a “
Regulation D
Investor ”), and/or (ii) not a U.S. Person as defined in Regulation S promulgated under the Securities Act (a “
Regulation
S Investor ”).
If such Company Shareholder is a Regulation D Investor, such Company Shareholder also represents that:
(x) it can afford to bear the economic risk of holding the Purchaser Ordinary Shares for an indefinite period and can afford
to suffer the complete loss of such Company Shareholder’
s investment in the Purchaser Ordinary Shares; (y) its
knowledge and experience in financial and business matters is such that such Company Shareholder is capable of
evaluating the risks of the investment in the Purchaser Ordinary Shares; (z) only to the extent that such Company
Shareholder is not an individual, it has not been organized for the purpose of acquiring the Purchaser Ordinary Shares,
then all the equity owners of such Company Shareholders are Regulation D Investors. If such Company Shareholder is a
Regulation S Investor, such Company Shareholder also represents that: (1) it is not a U.S. Person, (2) it was not organized
under the laws of any United States jurisdiction, and was not formed for the purpose of investing in securities not
registered under the Securities Act, (3) on the Agreement Date, the Regulation S Investor is outside the United States, (4)
the Company Shareholder is not acquiring the Purchaser Ordinary Shares for the account or benefit of any U.S. Person, (5)
it will not, during the forty-day period starting on the date of such Company Shareholder’
s purchase and receipt of the
Purchaser Ordinary Shares, offer or sell any of the Purchaser Ordinary Shares (or create or maintain any derivative
position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person other than in accordance
with Regulation S or pursuant to an effective registration statement under the Securities Act or any available exemption
therefrom and, in any case, in accordance with applicable state securities laws, (6) it will, after the expiration of such
forty-
day period, offer, sell, pledge or otherwise transfer the Purchaser Ordinary Shares (or create or maintain any
derivative position equivalent thereto) only pursuant to an effective registration statement under the Securities Act or any
available exemption therefrom and, in any case, in accordance with applicable state securities laws and (7) that the offer
and issuance of the Purchaser Ordinary Shares to such Company Shareholder was made in an offshore transaction (as
defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made
in the United States, and such Company Shareholder is not acquiring the Purchaser Ordinary Shares for the account or
benefit of any U.S. Person. Such Company Shareholder has confirmed on the signature page hereto whether such
Company Shareholder is a Regulation D Investor and/or a Regulation S Investor. In addition, such Company Shareholder
that is a resident of the State of Israel has indicated on the signature page hereto whether or not such Company
Shareholder is a qualified investor under the First Addendum to the Israeli Securities Law, 5728-
1968; each such qualified
investor understands the meaning of being so qualified, agrees to such designation and acknowledges that Purchaser may
rely thereon to conduct a securities offering in Israel without a prospectus. Such Company Shareholder represents and
warrants that the information set forth on its respective signature page is true and correct.
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