SHARES OF COMMON
STOCK), COMBINATION OR OTHER SIMILAR RECAPITALIZATION OR EVENT OCCURRING AFTER
THE DATE HEREOF, EACH REFERENCE IN ANY TRANSACTION DOCUMENT TO A NUMBER OF
SHARES OR A PRICE PER SHARE SHALL BE AMENDED TO APPROPRIATELY ACCOUNT FOR SUCH
EVENT.
7.18
INDEPENDENT NATURE OF INVESTORS' OBLIGATIONS AND
RIGHTS.
THE OBLIGATIONS OF EACH INVESTOR UNDER ANY TRANSACTION DOCUMENT ARE
SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER INVESTOR, AND NO
INVESTOR SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS
OF ANY OTHER INVESTOR UNDER ANY TRANSACTION DOCUMENT.
THE DECISION OF EACH
INVESTOR TO PURCHASE SECURITIES PURSUANT TO THIS AGREEMENT HAS BEEN MADE BY SUCH
INVESTOR INDEPENDENTLY OF ANY OTHER INVESTOR AND INDEPENDENTLY OF ANY
INFORMATION, MATERIALS, STATEMENTS OR OPINIONS AS TO THE BUSINESS, AFFAIRS,
OPERATIONS, ASSETS, PROPERTIES, LIABILITIES, RESULTS OF OPERATIONS, CONDITION
(FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE COMPANY OR OF THE SUBSIDIARY WHICH
MAY HAVE BEEN MADE OR GIVEN BY ANY OTHER INVESTOR OR BY ANY AGENT OR EMPLOYEE OF
ANY OTHER INVESTOR, AND NO INVESTOR OR ANY OF ITS AGENTS OR EMPLOYEES SHALL HAVE
ANY LIABILITY TO ANY OTHER INVESTOR (OR ANY OTHER PERSON) RELATING TO OR ARISING
FROM ANY SUCH INFORMATION, MATERIALS, STATEMENTS OR OPINIONS.
NOTHING CONTAINED
HEREIN OR IN ANY TRANSACTION DOCUMENT, AND NO ACTION TAKEN BY ANY INVESTOR
PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE THE INVESTORS AS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP
WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENT.
EACH INVESTOR ACKNOWLEDGES THAT NO OTHER INVESTOR HAS
ACTED AS AGENT FOR SUCH INVESTOR IN CONNECTION WITH MAKING ITS INVESTMENT
HEREUNDER AND THAT NO OTHER INVESTOR WILL BE ACTING AS AGENT OF SUCH INVESTOR IN
CONNECTION WITH MONITORING ITS INVESTMENT HEREUNDER.
EACH INVESTOR SHALL BE
ENTITLED TO INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT
LIMITATION THE RIGHTS ARISING OUT OF THIS AGREEMENT OR OUT OF THE OTHER
TRANSACTION DOCUMENTS, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER INVESTOR TO
BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE.
[SIGNATURE PAGES TO FOLLOW]
35
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
INFOSONICS CORPORATION
By:
Name: Joseph Ram
Title: President and Chief Executive Officer
Address for Notice:
5880 Pacific Center Blvd.
San Diego, CA 92121
Facsimile No.: (858) 373-1503
Telephone No.: (858) 373-1600
Attn: Jeff Klausner, CFO
With a copy to:
Alan Talesnick, Esq.
Patton Boggs, LLP
1660 Lincoln Street, Suite 1900
Denver, CO 80264
Fax: (303) 894-9239
Investor Signature Page
By its execution and delivery of this Investor Signature Page, the undersigned
Investor hereby joins in and agrees to be bound by the terms and conditions of
the Securities Purchase Agreement dated as of January 30, 2006 (the "Purchase