TO BE
FRAUDULENT OR PREFERENTIAL, SET ASIDE, RECOVERED FROM, DISGORGED BY OR ARE
REQUIRED TO BE REFUNDED, REPAID OR OTHERWISE RESTORED TO THE COMPANY, A TRUSTEE,
RECEIVER OR ANY OTHER PERSON UNDER ANY LAW (INCLUDING, WITHOUT LIMITATION, ANY
BANKRUPTCY LAW, STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE OF ACTION),
THEN TO THE EXTENT OF ANY SUCH RESTORATION THE OBLIGATION OR PART THEREOF
ORIGINALLY INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUED IN FULL FORCE
AND EFFECT AS IF SUCH PAYMENT HAD NOT BEEN MADE OR SUCH ENFORCEMENT OR SETOFF
HAD NOT OCCURRED.
(O)
INDEPENDENT NATURE OF BUYERS' OBLIGATIONS AND RIGHTS.
THE
OBLIGATIONS OF EACH BUYER UNDER ANY TRANSACTION DOCUMENT ARE SEVERAL AND NOT
JOINT WITH THE OBLIGATIONS OF ANY OTHER BUYER, AND NO BUYER SHALL BE RESPONSIBLE
IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER BUYER UNDER ANY
TRANSACTION DOCUMENT.
NOTHING CONTAINED HEREIN OR IN ANY OTHER TRANSACTION
DOCUMENT, AND NO ACTION TAKEN BY ANY BUYER PURSUANT HERETO OR THERETO, SHALL BE
DEEMED TO CONSTITUTE THE BUYERS AS A PARTNERSHIP, AN
28
ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE BUYERS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP WITH
RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS.
EACH BUYER CONFIRMS THAT IT HAS INDEPENDENTLY PARTICIPATED IN THE
NEGOTIATION OF THE TRANSACTION CONTEMPLATED HEREBY WITH THE ADVICE OF ITS OWN
COUNSEL AND ADVISORS.
EACH BUYER SHALL BE ENTITLED TO INDEPENDENTLY PROTECT AND
ENFORCE ITS RIGHTS, INCLUDING, WITHOUT LIMITATIONS, THE RIGHTS ARISING OUT OF
THIS AGREEMENT OR OUT OF ANY OTHER TRANSACTION DOCUMENTS, AND IT SHALL NOT BE
NECESSARY FOR ANY OTHER BUYER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY
PROCEEDING FOR SUCH PURPOSE.
[Signature Page Follows]
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IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Securities Purchase Agreement to be duly executed as of
the date first written above.
COMPANY:
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
By:
Name: Patrick Ternier
Title: Chief Executive Officer
[Signature Page to Securities Purchase Agreement]
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Securities Purchase Agreement to be duly executed as of
the date first written above.
BUYERS:
EMANCIPATION CAPITAL LP
By:
EMANCIPATION CAPITAL, LLC,
its general partner
By:
Name:
Charles Frumberg
Title:
Managing Member
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Securities Purchase Agreement to be duly executed as of
the date first written above.
BUYERS:
SAMUELSON INVESTMENT, INC.
By:
Name: Joseph A. Liemandt
Title: President and Chief Executive Officer
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective
signature page to this Securities Purchase Agreement to be duly executed as of
the date first written above.
BUYERS:
POTOMAC CAPITAL PARTNERS, LP
By:
Name:
Title:
POTOMAC CAPITAL INTERNATIONAL LTD
By:
Name:
Title:
PLEIADES INVESTMENT PARTNERS R, LP
By:
Name: