Exculpation Among Purchasers. The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.
Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Shares and Conversion Shares.
Exculpation Among Purchasers. Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company.
Exculpation Among Purchasers. The Company acknowledges that the obligations of each Purchaser under this Agreement and each of the other Transaction Documents are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under the Transaction Documents. Each Purchaser acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement and the other Transaction Documents, that it has independently determined to enter into the transactions contemplated hereby and thereby, that it is not relying on any advice from or evaluation by any other Purchaser, and that it is not acting in concert with any other Purchaser in making its purchase of securities hereunder or in monitoring its investment in the Company. The Purchasers and, to its knowledge, the Company agree that the no action taken by any Purchaser pursuant hereto or to the other Transaction Documents shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or would deem such Purchasers to be members of a “group” for purposes of Section 13(d) of the Exchange Act, and the Purchasers have not agreed to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Company. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchasers. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Purchasers are in any way acting in concert or as a “group” for purposes of Section 13(d) of the Exchange Act with respect to the Transaction Documents or the transactions contemplated hereby or thereby. Each Purchaser acknowledges that it has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents.
Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or entity in making its investment or decision to invest in the Partnership. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and Securities. The parties have executed this Secured Convertible Note Purchase Agreement as of the date first written above. THE PARTNERSHIP: PALTAR NATION LIMITED PARTNERSHIP By:/s/ Xxxxxx X. Xxxxxx Xx. (Signature) Name: Xxxxxx X. Xxxxxx Xx. Title: Vice President Address: 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Fax: Email: PURCHASERS: Xxxxx X. Xxxxxx Family Trust 2015 By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Trustee, Xxxxx X. Xxxxxx Family Trust 2015 Schedule 1 SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 Totals $584,000 n/a $584,000 EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$__________ __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ (the “Holder”), the principal sum of _________________________________ USD($__________). Interest shall accrue from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, the “Notes”) issued under t...
Exculpation Among Purchasers. The Purchaser acknowledges that it is not relying upon any person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the shares of Series Seed Preferred Stock. Residence. If the Purchaser is an individual, then the Purchaser resides in the state identified in the address of the Purchaser set forth on the signature page hereto and/or on Schedule 1; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser set forth on the signature page hereto and/or on Schedule 1. In the event that the Purchaser is not a resident of the United States, such Purchaser hereby agrees to make such additional representations and warranties relating to such Purchaser’s status as a non-United States resident as reasonably may be requested by the Company and to execute and deliver such documents or agreements as reasonably may be requested by the Company relating thereto as a condition to the purchase and sale of any shares of Series Seed Preferred Stock by such Purchaser.
Exculpation Among Purchasers. Each Purchaser acknowledges that ---------------------------- it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities. The parties have executed this Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: AVANTGO, INC. By: /s/ Xxxxxxx Xxxx ----------------------------------- Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: _______________________________________ (Purchaser Name) By: ___________________________________ Name: _________________________________ Title: ________________________________ Address: ______________________________ _______________________________________ Fax: __________________________________ SIGNATURE PAGE TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT THE XXXXXXX XXXXX GROUP, INC. By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxx Xxxxxxxx ---------------------------------- Title: Vice President --------------------------------- XXXXX XXXXXX XXXX 0000, X.X. By: Stone Street 2000, L.L.C., its general partner By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxx Xxxxxxxx ---------------------------------- Title: Vice President --------------------------------- BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. By: Bridge Street Special Opportunities 2000, L.L.C., it general partner By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxxxxx ----------------------------------- Title: Vice President --------------------------------- XXXXXXX XXXXX INVESTMENTS LIMITED By: /s/ Xxxxx Xxxxxxxxxx -------------------------------------- Name: Xxxxx Xxxxxxxxxx ------------------------------------ Title: Vice President ----------------------------------- SIGNATURE PAGE TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT The parties have executed this Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: AVANTGO, INC. By: _____________________________________ Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxx...
Exculpation Among Purchasers. Each party acknowledges that it is not relying upon any person, firm or corporation in making its decision to execute this Waiver Agreement.
Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any other Purchaser, or any officer, director, employee, agent, partner or Affiliate of any such other Purchaser, in making its investment or decision to invest in the Company or in monitoring such investment. Each Purchaser agrees that no Purchaser nor any controlling Person, officer, director, shareholder, partner, agent or employee of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them relating to or in connection with the Company or the Debentures, or both. Without limiting the foregoing, no Purchaser (nor any of its Affiliates, officers, directors, shareholders, partners, agents or employees) or other holder of any Debentures shall have any obligation, liability or responsibility whatsoever for the accuracy, completeness or fairness of any or all information about the Company or any subsidiary or their respective properties, business or financial and other affairs, acquired by such Purchaser or holder from the Company or any subsidiary or the respective officers, directors, employees, agents, representatives, counsel or auditors of either, and in turn provided to another Purchaser or holder, nor shall any such Purchaser (or such other Person) have any obligation or responsibility whatsoever to provide any such information to any other Purchaser (or such other Person) or holder or to continue to provide any such information if any information is provided. [SIGNATURE PAGES FOLLOW]
Exculpation Among Purchasers. Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Purchaser agrees that Purchaser is not liable to any other purchasers participated in this Offering for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares. 认购人间免责。认购人知晓其在对公司进行投资或作投资决定时并未依赖于公司或其管理人员和董事之外的任何主体。认购人同意认购人并不对任何其他参与此邀约购买的认购人在购买此股票时的相关作为或不作为负责。
