Incredimail 2012 Annual Report Download - page 275

(c) Such Company Shareholder understands that, in connection with the acquisition of the Purchaser
Ordinary Shares as contemplated herein, the Purchaser Ordinary Shares have not been and will not be registered under the
Securities Act or registered or qualified under the securities laws of any U.S. state or other jurisdiction, in each case by
reason of specific exemptions from the registration provisions of the Securities Act and the securities laws of such states
or other jurisdictions, the availability of which depend upon, among other things, the bona fide nature of the investment
intent and the accuracy of such Company Shareholder’s representations as expressed herein and in response to Purchaser’
s
inquiries, if any. Moreover, such Company Shareholder understands that Purchaser is under no obligation to register the
Purchaser Ordinary Shares with the SEC.
(d) Such Company Shareholder understands that the Purchaser Ordinary Shares that such Company
Shareholder is acquiring pursuant to this Agreement are and will be “restricted securities”
under the Securities Act in that
such securities will be acquired from Purchaser in a transaction not involving a public offering under the Securities Act,
and that under U.S. federal and state laws and applicable regulations, such Purchaser Ordinary Shares may be resold
without registration under the Securities Act only in certain limited circumstances and that otherwise such securities must
be held indefinitely. In this connection, the Company Shareholder represents that it understands the resale limitations
imposed by the Securities Act and is familiar with SEC Rule 144, as presently in effect, and the conditions which must be
met in order for that rule to be available for resale of “restricted securities.”
Such Company Shareholder also
acknowledges that such Company Shareholder may deemed to be an Affiliate of Purchaser and that, if so, certain resale
limitations thereunder shall apply to such Company Shareholder for so long as such Company Shareholder remains an
Affiliate and for three months thereafter.
(e) Such Company Shareholder has received and reviewed information about Purchaser, including
the reports filed by Purchaser with the SEC, and has had an opportunity to discuss Purchaser’
s business, management and
financial affairs with its management. Such Company Shareholder is aware of Purchaser’
s business affairs and financial
condition and has acquired sufficient information about Purchaser to reach an informed and knowledgeable decision to
acquire the Purchaser Ordinary Shares.
(f) Such Company Shareholder acknowledges that at no time was such Company Shareholder
presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general
advertising or solicitation in connection with the offer, sale and purchase of the Purchaser Ordinary Shares.
(g) Such Company Shareholder acknowledges that such Company Shareholder is fully aware of: (i)
the speculative nature of the Purchaser Ordinary Shares; and (ii) the qualifications and backgrounds of the management of
Purchaser.
(h) Such Company Shareholder has had an opportunity to review with his own Tax advisors the Tax
consequences to him of the transactions contemplated by this Agreement, including the receipt of Purchaser Ordinary
Shares. Such Company Shareholder understands that such Company Shareholder must rely solely on his advisors and not
on any statements or representations by Purchaser, the Company or any of their respective attorneys, investment advisors,
accountants or other agents with respect to Tax matters
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