Incredimail 2012 Annual Report Download - page 334

7. Rule 144 Reporting
. With a view to making available to the holders of Registrable Securities the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its
commercially reasonable efforts to:
7.1 make and keep current public information available, within the meaning of Rule 144 or any similar or analogous rule
promulgated under the Securities Act; and
7.2 so long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request, a written
statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Exchange Act of 1934, as amended; a
copy of the most recent annual or quarterly report of the Company; and such other reports and documents as such Person may reasonably request
in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.
8. Termination . This Agreement shall terminate and be of no further force and effect on the third anniversary of the date hereof.
9. Definitions .
“ Ordinary Shares ”
means (i) the ordinary share, nominal value NIS 0.01 per share, of the Company and (ii) any share capital
of the Company issued or issuable with respect to the securities referred to in clause (i) by way of stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other reorganization.
“ Person ”
means any individual, partnership, joint venture, corporation, limited liability company, trust, joint stock company,
unincorporated organization or governmental entity, or any department, agency or political subdivision thereof.
“ Registrable Securities ”
means (i) any Ordinary Shares issued or issuable to any Investor pursuant to the Purchase Agreement
and (ii) any shares of the Company issued or issuable with respect to the securities referred to in clause (i) by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular
Registrable Securities, such securities will cease to be Registrable Securities when they have been distributed to the public pursuant to an
offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 (or any
similar rule then in force) or when all of the Registrable Securities held by a Person could be freely sold pursuant to Rule 144 without any
volume restrictions, as determined by the Company. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable
Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or
not such acquisition has actually been effected.
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