PARTIES TO SUCH AGREEMENTS.
FOR CLARIFICATION PURPOSES, THIS PROVISION CONSTITUTES A SEPARATE RIGHT GRANTED
TO EACH PURCHASER BY THE COMPANY AND NEGOTIATED SEPARATELY BY EACH PURCHASER,
AND IS INTENDED FOR THE COMPANY TO TREAT THE PURCHASERS AS A CLASS AND SHALL NOT
IN ANY WAY BE CONSTRUED AS THE PURCHASERS ACTING IN CONCERT OR AS A GROUP WITH
RESPECT TO THE PURCHASE, DISPOSITION OR VOTING OF SECURITIES OR OTHERWISE.
(F)
INVESTOR STATUS.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH
OF THE PURCHASERS IS ACTING SOLELY IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER
WITH RESPECT TO THE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY.
THE COMPANY FURTHER ACKNOWLEDGES THAT NO PURCHASER IS ACTING AS A
FINANCIAL ADVISOR OR FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH
RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY
INFORMATION OR ADVICE GIVEN BY ANY PURCHASER OR ANY OF THEIR RESPECTIVE
REPRESENTATIVES OR AGENTS IN CONNECTION WITH THE OFFERING, THE AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IS MERELY INCIDENTAL TO THE
PURCHASER'S PURCHASE OF THE SHARES.
THE COMPANY FURTHER REPRESENTS TO EACH
PURCHASER THAT THE COMPANY'S DECISION TO ENTER INTO THIS AGREEMENT HAS BEEN
BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY BY THE COMPANY AND ITS DIRECTORS, OFFICERS AND INDEPENDENT ADVISORS AND
REPRESENTATIVES.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to
be executed by their duly authorized representatives as of the day and year
first above written.
EBIX, INC.
By:
/S/
Robin Raina
President & Chief Executive Officer
PURCHASER
Ashford Capital Management, Inc. w/ discretion f/b/o
By:
/S/
Name:
Theodore H. Ashford
Title:
Chairman & CEO, Ashford Capital Management, Inc.
Address:
One Walkers Mill Road
Wilmington, DE 19807
Facsimile: 302-655-4641
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