Incredimail 2012 Annual Report Download - page 315

IN WITNESS WHEREOF, Purchaser, the Company, the Company Shareholders, and the Shareholders’ Agent have caused
this Share Purchase Agreement to be executed and delivered by their respective officers thereunto duly authorized (or with respect to those
Company Shareholders who are individuals, personally), all as of the date first written above.
FOR COMPANY SHAREHOLDERS RECEIVING PURCHASER ORDINARY SHARES:
Please check the box below acknowledging whether you are a Regulation D Investor and/or Regulation S Investor:
If the Company Shareholder is a resident of the State of Israel, please check the applicable box(es) below certifying whether or not you are a
Qualified Israeli Investor:
1 Note: For shares held by the 102 Trustee, the signature page will be signed by the beneficial holder and the record holder (i.e., 102 Trustee and
the shareholder).
T
HE
C
OMPANY
S
HAREHOLDERS
1
By:
__________________________________________________
Name:
__________________________________________________
Title:
__________________________________________________
Amount of Company Ordinary Shares Held:
___________________________
Amount of Company Series A Preferred Shares
Held:____________________
Amount of Company Series B Preferred Shares Held:
____________________
Amount of Company Options Held:
_________________________________
Amount of Warrants Held:
________________________________________
Amount of Company Shares Held by the 102 Trustee:
____________________
1
Regulation D Investor
1
Regulation S Investor
1
Is
not
a Qualified Israeli Investor
1 Is a Qualified Israeli Investor, as specified in one of the following categories (
please check
the applicable box(es)
):
5
a venture capital fund. For the purpose hereof, a “venture capital fund”
is an entity primarily involved in investments in entities
which, at the time of investment, are engaged primarily in research and development or manufacture of innovative, high-
technology products or processes, which investments involve above
-
average risk;
5
an entity wholly owned by "exempt investors" under Israeli law (including those on this list);
5
an entity, other than an entity organized for the purpose of purchasing securities in a certain offering, with equity capital greater
than NIS 50 million; or
5
an individual who meets the qualifications set forth in Section 9 of the Addendum to the Israeli Arrangement of Investment
Advising and Investment Portfolio Management Law, 5755-1995, purchasing for himself, i.e., an individual who meets any two
of
the following conditions: (1) the aggregate value of the cash, deposits, financial assets and securities owned by the individual
exceeds NIS 12 million; (2) the individual has expertise and skills in the capital market field or was employed for at least one year
in a professional position that requires capital market expertise; and (3) the individual has executed at least 30 transactions, on
average, in each quarter during the four quarters preceding the date hereof, not including transactions executed by a portfolio
manager for such individual pursuant to a portfolio management agreement.
If you check this category on the basis of condition
no. 2, please specify the source of your applicable expertise and/or the professional position
. __________
__________________________________________________________________________