Incredimail 2012 Annual Report Download - page 331

(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the qualification of any common equity included in such registration
statement for sale in any jurisdiction, the Company will promptly notify the holders of Registrable Securities, and such holder will not make any
offers and sales pursuant to such registration statement unless and until the Company notifies them of the withdrawal of such order; and
(l) to the extent requested by the underwriters, if any, obtain a cold comfort letter from the Company’
s independent
public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters.
4. Registration Expenses .
4.1 All expenses incident to the Company’
s performance of or compliance with this Agreement, including without limitation all
registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and all of its independent certified public accountants, underwriters
(excluding discounts and commissions) and other Persons retained by the Company will be borne by the Company, whether or not any
Registrable Securities are sold pursuant to a registration statement, including the Company's internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review,
the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which
securities of the same class as the Registrable Securities issued by the Company are then listed.
4.2 In connection with each Piggyback Registration, the Company will reimburse the holders of Registrable Securities covered by
such registration for the reasonable fees and expenses (including the reasonable fees and expenses of one counsel chosen by the holders of a
majority of the Registrable Securities initially requesting such registration) incurred by such holders in connection with such registration, up to
an aggregate of $5,000 per Piggyback Registration. The Company shall not be required to pay an underwriting discount with respect to any
shares being sold by any party other than the Company in connection with an underwritten public offering of any of the Company’
s securities
pursuant to this Agreement, nor shall the Company be required to pay any transfer or similar tax in respect of Registrable Securities.
5. Indemnification .
5.1 The Company agrees to indemnify, to the full extent permitted by law, each holder of Registrable Securities included in any
registration statement filed hereunder, each underwriter, and their respective members, managers, officers and directors and each Person who
"controls" such holder and underwriter (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
arising out of, based upon or relating to any untrue or alleged untrue statement of material fact contained in any such registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which
they were made) not misleading, and shall reimburse such holder, underwriter, director, officer or controlling person for any legal or other
expenses reasonably incurred by such holder, underwriter, officer, director or controlling person in connection with the investigation or defense
of such loss, claim, damage, liability or expense, except to the extent, but only to the extent, that such untrue statements or omissions are caused
by or contained in any information furnished in writing to the Company by any holder expressly for use therein.
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