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 ANY TRANSACTION DOCUMENT.
THE DECISION OF EACH PURCHASER TO
PURCHASE
28
SHARES PURSUANT TO THIS AGREEMENT HAS BEEN MADE BY SUCH PURCHASER INDEPENDENTLY
OF ANY OTHER PURCHASER 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 PURCHASER OR BY ANY AGENT OR EMPLOYEE OF ANY OTHER
PURCHASER, AND NO PURCHASER OR ANY OF ITS AGENTS OR EMPLOYEES SHALL HAVE ANY
LIABILITY TO ANY OTHER PURCHASER (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 PURCHASER
PURSUANT THERETO, 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 AS A GROUP
WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENT.
EACH PURCHASER ACKNOWLEDGES THAT NO OTHER PURCHASER HAS
ACTED AS AGENT FOR SUCH PURCHASER IN CONNECTION WITH MAKING ITS INVESTMENT
HEREUNDER AND THAT NO OTHER PURCHASER WILL BE ACTING AS AGENT OF SUCH PURCHASER
IN CONNECTION WITH MONITORING ITS INVESTMENT HEREUNDER.
EACH PURCHASER 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 PURCHASER TO
BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE. EACH
PURCHASER REPRESENTS THAT IT HAS BEEN REPRESENTED BY ITS OWN SEPARATE LEGAL
COUNSEL IN ITS REVIEW AND NEGOTIATIONS OF THIS AGREEMENT AND THE TRANSACTION
DOCUMENTS.
FOR REASONS OF ADMINISTRATIVE CONVENIENCE ONLY, THE PURCHASERS
ACKNOWLEDGE AND AGREE THAT THEY AND THEIR RESPECTIVE COUNSEL HAVE CHOSEN TO
COMMUNICATE WITH THE COMPANY THROUGH PROSKAUER ROSE LLP, BUT PROSKAUER ROSE LLP
REPRESENTS ONLY VERTICAL VENTURES, LLC.
[SIGNATURE PAGES TO FOLLOW]
29
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.
RADVIEW SOFTWARE LTD..
By:
Name:
Title:
Address for Notice:
7 New England Exec. Park
Burlington, MA
01803
Phone: (781) 238-1100
Fax: (781) 238-8875
Attn:
President and Chief Executive Officer
With a copy , Shiv, Friedman & Co.
3 Azrieli Center, Triangular Tower
Tel Aviv 67023 Israel
Facsimile No.: 972-3-607-4778
Telephone No.: 972-3-607-4777
Attn:
Galai Sharir, Adv.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York
10103
Facsimile No.:
212-318-3400
Telephone No.:
212-318-3000
Attn:
Neil Gold, Esq.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR PURCHASERS FOLLOW]
VERTICAL VENTURES, LLC
By:
Name:
Joshua Silverman
Title: