Common use of Consent to Jurisdiction; Service of Process; Waiver of Jury Trial Clause in Contracts

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 77 a Delaware corporation, as the Company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Senior Vice President VOXX ACCESSORIES CORP., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICS, INC., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX ATLANTA CORP., a Georgia corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CODE SYSTEMS, INC., a Delaware corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer GUARANTORS: ELECTRONICS TRADEMARK HOLDING COMPANY, LLC, a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary TECHNUITY, INC., an Indiana corporation By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary KD SALES, LLC, an Indiana limited liability company By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary AUDIOVOX LATIN AMERICA LTD., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX COMMUNICATIONS CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Treasurer AUDIOVOX GERMAN CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary/Treasurer CAR COMMUNICATION HOLDING GMBH,a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION GMBH, a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION KFT., a limited liability corporation (Korlátolt Felelõsségû Társaság) organized under the laws of Hungary By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director AUDIOVOX VENEZUELA C.A., a company organized under the laws of Venezuela By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX MEXICO, S DE RL DE CV, a company organizad under the laws of Mexico By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Board of Managers KLIPSCH GROUP EUROPE, B.V., a private company with limited liability with its corporate seat in Leiden, the Netherlands By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIO PRODUCTS INTERNATIONAL CORP., a corporation formed under the laws of Province of Ontario By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: President AUDIOVOX CANADA LIMITED, a corporation formed under the laws of Province of Ontario By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX ADVANCED ACCESSORIES GROUP LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary/Treasurer ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President LENDERS: Fifth Third Bank, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President HSBC Bank USA, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Citibank, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President RBS Citizens, N.A., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President People's United Bank, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Assistant Vice President Sovereign Bank, N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Senior Vice President as a Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION 0xx Xxxxx, Xxxx Xxxx 00000-000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, N.A. _____________ _____________ _____________ Re: Consent to Sale of Receivables Ladies and Gentlemen: Xxxxx Fargo Bank, National Association, a national banking association, through its Supply Chain Finance Group (together with its successors and assigns, "SCFG") has been advised that Voxx International Corporation, a Delaware corporation (together with its successors and assigns, "Seller") has entered into financing arrangements with Xxxxx Fargo Bank, N.A. (together with its successors and assigns “Agent”) and a syndicate of lenders (“Lenders”). Under such arrangements Agent, for the benefit of itself, the Lenders and certain other secured parties, has a security interest in the inventory, receivables and other related assets of Seller. Seller may from time to time offer to sell accounts and related assets (as defined on Exhibit A, the "Purchased Assets") to SCFG arising from sales of goods or services by Seller to Wal-Mart Stores, Inc. , a Delaware corporation, and Sam’s West, Inc., an Arkansas Corporation and such of its subsidiaries and affiliates as SCFG may in writing identify to Seller as a Buyer from time to time (together with its successors and assigns, "Buyer") and SCFG may from time to time purchase such accounts and related assets offered to it by Seller. The Purchased Assets are to be purchased by SCFG pursuant to that certain Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated ______________, 2013, free and clear of any security interests, liens, charges, claims, pledges or other encumbrances (any of the same being referred to as a “Lien”). Agent hereby consents to the sale of the Purchased Assets by Seller to SCFG pursuant to the Receivables Purchase Agreement and agrees that such sale shall not be in violation of the agreements of Seller with Agent or give rise to any default under such agreements. Effective upon the payment to Agent by SCFG of the purchase price for any Purchased Assets in accordance with the payment instructions set forth in the immediately following paragraph, Agent releases, automatically and without any further action, all Liens and any other interest or claim of Agent in or to such Purchased Assets. Nothing contained in this paragraph shall be deemed to constitute a release by Agent of its Liens on the proceeds received by Seller from or on behalf of SCFG for the sale of the Purchased Assets pursuant to the Receivables Purchase Agreement or any Liens Agent may have in any accounts or other assets that are not transferred to SCFG or that are required to be repurchased by Seller at any time. Seller hereby directs SCFG to pay all amounts to which Seller is entitled under the terms of the Receivables Purchase Agreement between SCFG and Seller to the deposit account set forth on Exhibit B hereto. Such instructions shall be irrevocable and shall remain in effect until Agent (or Seller with the written approval of Agent) has notified SCFG in writing that such deposit account has been changed or Agent has notified SCFG in writing that the obligations under the financing arrangements between Seller and Agent have been paid in full in cash and all commitments of Agent to extend credit have been terminated. Seller hereby irrevocably authorizes SCFG to follow such payment directions of Agent without making any inquiry as to the authority of Agent to give any such payment directions and SCFG shall have no liability whatsoever for following any such payment directions. Agent’s employees responsible for administration of Seller’s credit facility shall be permitted to access the SCFG internet platform to confirm the name of the Buyer and the amount of the Purchased Assets. Agent shall safeguard and keep confidential, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, access to the SCFG platform and all information derived from the SCFG platform. Seller hereby irrevocably authorizes each of Agent and SCFG at all times to share with each other all information in their possession from time to time concerning any of the Receivables Purchase Agreement and the credit facility with Agent, and Seller, its financial condition and business prospects, and the accounts of Seller. Agent authorizes and agrees that SCFG may file UCC amendments in the form attached to this agreement as Exhibit C to evidence the release and termination of the Liens of Agent as provided for above in any Purchased Assets and that the foregoing shall constitute the irrevocable authorization and direction for such filings. Upon SCFG’s request, at Seller’s expense, Agent will execute and deliver any other documents or instruments that may be reasonably requested by SCFG in order to evidence the release provided above. This agreement shall become effective on the date set forth above upon its execution by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors and assigns. The successors and assigns for Seller shall include a debtor-in-possession or trustee of such party. This agreement shall be applicable both before and after the filing of any petition by or against Seller under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof and its validity, interpretation and enforcement shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. Each party hereto irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this agreement. This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. In making proof of this agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT. Very truly yours, XXXXX FARGO BANK, NATIONAL ASSOCIATION Supply Chain Finance Group By: ____________________________ Name: Title: Agreed and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCATION__________________________ By: ____________________________ Name: Title: Voxx International Corporation By: ____________________________ Name: Title:

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 10.13 and 9.16 10.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 77 IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. COMPANY: CHECKPOINT SYSTEMS, INC., a Delaware corporation, as the Company Pennsylvania corporation By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxxxx Title: CFO/Senior Vice President VOXX ACCESSORIES CORP., a Delaware corporation, as a Borrower and Chief Financial Officer By: /s/ :Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Representative Director By: Checkpoint International, LLC in its capacity as general partner of CP International Systems C.V. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation, as a Borrower ByPresident DOMESTIC GUARANTORS: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICSOATSYSTEMS, INC., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Xxxx X. Xxx Xxxx Name: Xxxxxxx Xxxxxxx Xxxx X. Xxx Xxxx Title: CFO/Secretary/Treasurer AUDIOVOX ATLANTA CORP.Senior Vice President, a Georgia corporationGeneral Counsel and Secretary CHECKPOINT INTERNATIONAL, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CODE SYSTEMS, INC., a Delaware corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer GUARANTORS: ELECTRONICS TRADEMARK HOLDING COMPANY, LLC, a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary TECHNUITY, INC., an Indiana corporation By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary KD SALES, LLC, an Indiana limited liability company By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary AUDIOVOX LATIN AMERICA LTD.President CHECKPOINT SYSTEMS HOLDING, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX COMMUNICATIONS CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Treasurer AUDIOVOX GERMAN CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxx X. Xxxxxx Xxx Xxxx Name: Xxxxxxx Xxxx X. Xxxxxx Xxx Xxxx Title: Senior Vice President/Secretary/Treasurer CAR COMMUNICATION HOLDING GMBH,a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany , General Counsel and Secretary J & F INTERNATIONAL USA, INC., an Ohio corporation By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION GMBH, a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION KFT., a limited liability corporation (Korlátolt Felelõsségû Társaság) organized under the laws of Hungary By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director AUDIOVOX VENEZUELA C.A., a company organized under the laws of Venezuela By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President AUDIOVOX MEXICOand Secretary ADAPT IDENTIFICATION, S DE RL DE CV, a company organizad under the laws of Mexico By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Board of Managers KLIPSCH GROUP EUROPE, B.V., a private company with limited liability with its corporate seat in Leiden, the Netherlands By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIO PRODUCTS INTERNATIONAL CORP., a corporation formed under the laws of Province of Ontario By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: President AUDIOVOX CANADA LIMITED, a corporation formed under the laws of Province of Ontario By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX ADVANCED ACCESSORIES GROUP LLC, a Delaware New York limited liability company By: /s/ :Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Secretary By: /s/ Xxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxxxx Title: Vice President/Secretary/Treasurer Director By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director By: /s/ Per X. Xxxxx Name: Per X. Xxxxx Title: Director By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Attorney By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director By: /s/ Per Xxxxx Name: Per Xxxxx Title: Director By: /s/ Per Xxxxx Name: Per Xxxxx Title: Director ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President LENDERS: Fifth Third Bank, as a Lender By: /s/ Xxxx Xxxxxxx Xxx Name: Xxxx Xxxxxxx Xxx Title: Vice President HSBC Bank USA, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Citibank, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President RBS Citizens, N.A., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President People's United Bank, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Assistant Vice President Sovereign Bank, N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Senior Vice President as a Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION 0xx Xxxxx, Xxxx Xxxx 00000Director DMSLIBR 18881418-000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, N.A. _____________ _____________ _____________ Re: Consent to Sale of Receivables Ladies and Gentlemen: Xxxxx Fargo Bank, National Association, a national banking association, through its Supply Chain Finance Group (together with its successors and assigns, "SCFG") has been advised that Voxx International Corporation, a Delaware corporation (together with its successors and assigns, "Seller") has entered into financing arrangements with Xxxxx Fargo Bank, N.A. (together with its successors and assigns “Agent”) and a syndicate of lenders (“Lenders”). Under such arrangements Agent, for the benefit of itself, the Lenders and certain other secured parties, has a security interest in the inventory, receivables and other related assets of Seller. Seller may from time to time offer to sell accounts and related assets (as defined on Exhibit A, the "Purchased Assets") to SCFG arising from sales of goods or services by Seller to Wal-Mart Stores, Inc. , a Delaware corporation, and Sam’s West, Inc., an Arkansas Corporation and such of its subsidiaries and affiliates as SCFG may in writing identify to Seller as a Buyer from time to time (together with its successors and assigns, "Buyer") and SCFG may from time to time purchase such accounts and related assets offered to it by Seller. The Purchased Assets are to be purchased by SCFG pursuant to that certain Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated ______________, 2013, free and clear of any security interests, liens, charges, claims, pledges or other encumbrances (any of the same being referred to as a “Lien”). Agent hereby consents to the sale of the Purchased Assets by Seller to SCFG pursuant to the Receivables Purchase Agreement and agrees that such sale shall not be in violation of the agreements of Seller with Agent or give rise to any default under such agreements. Effective upon the payment to Agent by SCFG of the purchase price for any Purchased Assets in accordance with the payment instructions set forth in the immediately following paragraph, Agent releases, automatically and without any further action, all Liens and any other interest or claim of Agent in or to such Purchased Assets. Nothing contained in this paragraph shall be deemed to constitute a release by Agent of its Liens on the proceeds received by Seller from or on behalf of SCFG for the sale of the Purchased Assets pursuant to the Receivables Purchase Agreement or any Liens Agent may have in any accounts or other assets that are not transferred to SCFG or that are required to be repurchased by Seller at any time. Seller hereby directs SCFG to pay all amounts to which Seller is entitled under the terms of the Receivables Purchase Agreement between SCFG and Seller to the deposit account set forth on Exhibit B hereto. Such instructions shall be irrevocable and shall remain in effect until Agent (or Seller with the written approval of Agent) has notified SCFG in writing that such deposit account has been changed or Agent has notified SCFG in writing that the obligations under the financing arrangements between Seller and Agent have been paid in full in cash and all commitments of Agent to extend credit have been terminated. Seller hereby irrevocably authorizes SCFG to follow such payment directions of Agent without making any inquiry as to the authority of Agent to give any such payment directions and SCFG shall have no liability whatsoever for following any such payment directions. Agent’s employees responsible for administration of Seller’s credit facility shall be permitted to access the SCFG internet platform to confirm the name of the Buyer and the amount of the Purchased Assets. Agent shall safeguard and keep confidential, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, access to the SCFG platform and all information derived from the SCFG platform. Seller hereby irrevocably authorizes each of Agent and SCFG at all times to share with each other all information in their possession from time to time concerning any of the Receivables Purchase Agreement and the credit facility with Agent, and Seller, its financial condition and business prospects, and the accounts of Seller. Agent authorizes and agrees that SCFG may file UCC amendments in the form attached to this agreement as Exhibit C to evidence the release and termination of the Liens of Agent as provided for above in any Purchased Assets and that the foregoing shall constitute the irrevocable authorization and direction for such filings. Upon SCFG’s request, at Seller’s expense, Agent will execute and deliver any other documents or instruments that may be reasonably requested by SCFG in order to evidence the release provided above. This agreement shall become effective on the date set forth above upon its execution by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors and assigns. The successors and assigns for Seller shall include a debtor-in-possession or trustee of such party. This agreement shall be applicable both before and after the filing of any petition by or against Seller under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof and its validity, interpretation and enforcement shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. Each party hereto irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this agreement. This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. In making proof of this agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT. Very truly yours, XXXXX FARGO BANK, NATIONAL ASSOCIATION Supply Chain Finance Group By: ____________________________ Name: Title: Agreed and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCATION__________________________ By: ____________________________ Name: Title: Voxx International Corporation By: ____________________________ Name: Title:17

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 Section 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 77 a Delaware corporation, as IN WITNESS WHEREOF the Company Byparties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Senior Vice President VOXX ACCESSORIES CORP., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICSCREE, INC., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX ATLANTA CORP., a Georgia corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CODE SYSTEMS, INC., a Delaware corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer GUARANTORS: ELECTRONICS TRADEMARK HOLDING COMPANY, LLC, a Delaware North Carolina corporation By: /s/ Xxxxx Xxx Xxxxxxx Neill X. Xxxxxxxx Name: Xxxxx Xxx Xxxxxxx Neill X. Xxxxxxxx Title: Secretary TECHNUITY, INC., an Indiana corporation By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary KD SALES, LLC, an Indiana limited liability company By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary AUDIOVOX LATIN AMERICA LTD., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX COMMUNICATIONS CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Treasurer AUDIOVOX GERMAN CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary/Treasurer CAR COMMUNICATION HOLDING GMBH,a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION GMBH, a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION KFT., a limited liability corporation (Korlátolt Felelõsségû Társaság) organized under the laws of Hungary By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director AUDIOVOX VENEZUELA C.A., a company organized under the laws of Venezuela By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX MEXICO, S DE RL DE CV, a company organizad under the laws of Mexico By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Board of Managers KLIPSCH GROUP EUROPE, B.V., a private company with limited liability with its corporate seat in Leiden, the Netherlands By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: and Chief Operating Executive Officer AUDIO PRODUCTS INTERNATIONAL CORP., a corporation formed under the laws of Province of Ontario By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: President AUDIOVOX CANADA LIMITED, a corporation formed under the laws of Province of Ontario By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX ADVANCED ACCESSORIES GROUP LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary/Treasurer ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as a Administrative Agent, Issuing Lender, Swingline Lender and as Administrative Agent By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President LENDERS: Fifth Third Bank, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President HSBC Bank USA, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxx Title: Senior Vice President CitibankLENDERS BMO Xxxxxx Bank, N.A., in its capacity as a Lender By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Managing Director LENDERS PNC Bank, National Association, in its capacity as a Lender By: /s/ Xxxxxx X. Xxxxxx Xxxxx XX Name: Xxxxxx X. Xxxxxx Xxxxx XX Title: Vice President RBS CitizensLENDERS TRUIST BANK, as successor by merger to SunTrust Bank in its capacity as a Lender in its capacity as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President LENDERS U.S. Bank National Association, in its capacity as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President LENDERS Bank of America N.A., in its capacity as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President People's United BankLENDERS Citibank, N.A., in its capacity as a Lender By: /s/ Xxxxxxx Xxxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxx Xxxxx X. Xxxxx Title: Assistant Managing Director and Vice President Sovereign LENDERS First Horizon Bank, N.A., in its capacity as a Lender By: /s/ Xxxxxxxxx Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxxx Xxxxxx Xxxxx X. Xxxxxxx Title: Senior Vice President as a Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President XXXXX FARGO BANKConformed CopyConformedcopy through FourthFifth Amendment Dated December 16, NATIONAL ASSOCIATION 0xx Xxxxx2019March 27, Xxxx Xxxx 00000-000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, N.A. _____________ _____________ _____________ Re: Consent to Sale of Receivables Ladies and Gentlemen: Xxxxx Fargo Bank, National Association, a national banking association, through its Supply Chain Finance Group (together with its successors and assigns, "SCFG") has been advised that Voxx International Corporation, a Delaware corporation (together with its successors and assigns, "Seller") has entered into financing arrangements with Xxxxx Fargo Bank, N.A. (together with its successors and assigns “Agent”) and a syndicate of lenders (“Lenders”). Under such arrangements Agent, for the benefit of itself, the Lenders and certain other secured parties, has a security interest in the inventory, receivables and other related assets of Seller. Seller may from time to time offer to sell accounts and related assets 2020 SUNTRUST BANKTRUIST BANK (as defined on Exhibit A, the "Purchased Assets"successor by merger to SunTrust Bank) to SCFG arising from sales Prepared by: TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions. 1 1.2 Computation of goods or services by Seller to Wal-Mart Stores, Inc. , a Delaware corporation, and Sam’s West, Inc., an Arkansas Corporation and such of its subsidiaries and affiliates as SCFG may in writing identify to Seller as a Buyer from time to time (together with its successors and assigns, "Buyer") and SCFG may from time to time purchase such accounts and related assets offered to it by SellerTime Periods. The Purchased Assets are to be purchased by SCFG pursuant to that certain Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated ______________, 2013, free and clear of any security interests, liens, charges, claims, pledges or other encumbrances (any of the same being referred to as a “Lien”). Agent hereby consents to the sale of the Purchased Assets by Seller to SCFG pursuant to the Receivables Purchase Agreement and agrees that such sale shall not be in violation of the agreements of Seller with Agent or give rise to any default under such agreements. Effective upon the payment to Agent by SCFG of the purchase price for any Purchased Assets in accordance with the payment instructions set forth in the immediately following paragraph, Agent releases, automatically and without any further action, all Liens and any other interest or claim of Agent in or to such Purchased Assets. Nothing contained in this paragraph shall be deemed to constitute a release by Agent of its Liens on the proceeds received by Seller from or on behalf of SCFG for the sale of the Purchased Assets pursuant to the Receivables Purchase Agreement or any Liens Agent may have in any accounts or other assets that are not transferred to SCFG or that are required to be repurchased by Seller at any time. Seller hereby directs SCFG to pay all amounts to which Seller is entitled under the terms of the Receivables Purchase Agreement between SCFG and Seller to the deposit account set forth on Exhibit B hereto. Such instructions shall be irrevocable and shall remain in effect until Agent (or Seller with the written approval of Agent) has notified SCFG in writing that such deposit account has been changed or Agent has notified SCFG in writing that the obligations under the financing arrangements between Seller and Agent have been paid in full in cash and all commitments of Agent to extend credit have been terminated. Seller hereby irrevocably authorizes SCFG to follow such payment directions of Agent without making any inquiry as to the authority of Agent to give any such payment directions and SCFG shall have no liability whatsoever for following any such payment directions. Agent’s employees responsible for administration of Seller’s credit facility shall be permitted to access the SCFG internet platform to confirm the name of the Buyer and the amount of the Purchased Assets. Agent shall safeguard and keep confidential, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, access to the SCFG platform and all information derived from the SCFG platform. Seller hereby irrevocably authorizes each of Agent and SCFG at all times to share with each other all information in their possession from time to time concerning any of the Receivables Purchase Agreement and the credit facility with Agent, and Seller, its financial condition and business prospects, and the accounts of Seller. Agent authorizes and agrees that SCFG may file UCC amendments in the form attached to this agreement as Exhibit C to evidence the release and termination of the Liens of Agent as provided for above in any Purchased Assets and that the foregoing shall constitute the irrevocable authorization and direction for such filings. Upon SCFG’s request, at Seller’s expense, Agent will execute and deliver any other documents or instruments that may be reasonably requested by SCFG in order to evidence the release provided above. This agreement shall become effective on the date set forth above upon its execution by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors and assigns. The successors and assigns for Seller shall include a debtor-in-possession or trustee of such party. This agreement shall be applicable both before and after the filing of any petition by or against Seller under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof and its validity, interpretation and enforcement shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. Each party hereto irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this agreement. This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. In making proof of this agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT. Very truly yours, XXXXX FARGO BANK, NATIONAL ASSOCIATION Supply Chain Finance Group By: ____________________________ Name: Title: Agreed and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCATION__________________________ By: ____________________________ Name: Title: Voxx International Corporation By: ____________________________ Name: Title:2730

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 Section 11.08 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis. 77 Each of the parties hereto has caused a Delaware corporation, counterpart of this Amendment to be duly executed and delivered as of the Company Bydate first above written. BORROWER: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Senior Vice President VOXX ACCESSORIES CORP., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICS, INC., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX ATLANTA CORP., a Georgia corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CODE EPIQ SYSTEMS, INC., a Delaware corporation, as a the Borrower By: /s/ Xxxxxxx Xxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxx X. Xxxxxx Title: Chief Financial Officer GUARANTORS: ELECTRONICS TRADEMARK HOLDING COMPANY, LLC, a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary TECHNUITY, INC., an Indiana corporation By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary KD SALES, LLC, an Indiana limited liability company By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary AUDIOVOX LATIN AMERICA LTD., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX COMMUNICATIONS CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Treasurer AUDIOVOX GERMAN CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary/Treasurer CAR COMMUNICATION HOLDING GMBH,a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION GMBH, a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION KFT., a limited liability corporation (Korlátolt Felelõsségû Társaság) organized under the laws of Hungary By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director AUDIOVOX VENEZUELA C.A., a company organized under the laws of Venezuela By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX MEXICO, S DE RL DE CV, a company organizad under the laws of Mexico By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Board of Managers KLIPSCH GROUP EUROPE, B.V., a private company with limited liability with its corporate seat in Leiden, the Netherlands By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIO PRODUCTS INTERNATIONAL CORP., a corporation formed under the laws of Province of Ontario By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: President AUDIOVOX CANADA LIMITED, a corporation formed under the laws of Province of Ontario By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX ADVANCED ACCESSORIES GROUP LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary/Treasurer ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Xxxxxxxxx Title: Senior Vice President LENDERSFinance GUARANTORS: Fifth Third BankEPIQ SYSTEMS ACQUISITION, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ BANKRUPTCY SOLUTIONS, LLC, as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance HILSOFT, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ EDISCOVERY SOLUTIONS, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance ENCORE LEGAL SOLUTIONS, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance DE NOVO LEGAL, LLC, as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ SYSTEMS HOLDINGS, LLC, as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ TECHNOLOGY, LLC, as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance ADMINISTRATIVE AGENT: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, a Lender, Swing Line Lender and LC Issuer By: /s/ Xxxxx X. Wild Name: Xxxxx X. Wild Title: Senior Vice President LENDER: AMMC CLO IX, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxx Xxxxxxx Xxxxx X. Xxxxx Name: Xxxx Xxxxxxx Xxxxx X. Xxxxx Title: Senior Vice President HSBC Bank USALENDER: AMMC CLO X, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxxxx X. Eng Name: Xxxxxxx X. Eng Title: Senior Vice President LENDER: AMMC CLO XI, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxxxx X. Eng Name: Xxxxxxx X. Eng Title: Senior Vice President LENDER: AMMC CLO XII, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxxxx X. Eng Name: Xxxxxxx X. Eng Title: Senior Vice President LENDER: AMMC CLO XIII, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President LENDER: XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Title: Senior Vice President CitibankLENDER: General Electric Capital Corporation, N.A.as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Duly Authorized Signatory LENDER: WhiteHorse VI, Ltd. By: H.I.G. WhiteHOrse Capital, LLC As: Collateral Manager, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President RBS CitizensAuthorized Officer LENDER: Ascension Alpha Fund, N.A.LLC, as a Lender By: Pioneer Institutional Asset Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Vice President People's United Bankand Associate General Counsel LENDER: Stichting Pensioenfonds Medische Specialisten, as a Lender By: Pioneer Institutional Asset Management, Inc. As its adviser By: /s/ Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Title: Assistant Vice President Sovereign Bank, N.A.and Associate General Counsel LENDER: Stichting Pensioenfonds voor Huisartsen, as a Lender By: Pioneer Institutional Asset Management, Inc. As its adviser By: /s/ Xxxxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Xxxxxx Title: Senior Vice President and Associate General Counsel LENDER: Met Investors Series Trust - Pioneer Strategic Income Portfolio, as a Lender By: Pioneer Investment Management, Inc. As its adviser By: /s/ Xxx Xxxxxxxxx Xxxxxx Xxxxxx Name: Xxx Xxxxxxxxx Xxxxxx Xxxxxx Title: Senior Vice President XXXXX FARGO BANKand Associate General Counsel LENDER: Multi Sector Value Bond Fund, NATIONAL ASSOCIATION 0xx Xxxxx, Xxxx Xxxx 00000-000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, N.A. _____________ _____________ _____________ Reas a Lender By: Consent to Sale of Receivables Ladies and Gentlemen: Xxxxx Fargo Bank, National Association, a national banking association, through its Supply Chain Finance Group (together with its successors and assigns, "SCFG") has been advised that Voxx International Corporation, a Delaware corporation (together with its successors and assigns, "Seller") has entered into financing arrangements with Xxxxx Fargo Bank, N.A. (together with its successors and assigns “Agent”) and a syndicate of lenders (“Lenders”). Under such arrangements Agent, for the benefit of itself, the Lenders and certain other secured parties, has a security interest in the inventory, receivables and other related assets of Seller. Seller may from time to time offer to sell accounts and related assets (as defined on Exhibit A, the "Purchased Assets") to SCFG arising from sales of goods or services by Seller to Wal-Mart StoresPioneer Institutional Asset Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Associate General Counsel LENDER: Pioneer Dynamic Credit Fund, a Delaware corporation, and Sam’s West, Inc., an Arkansas Corporation and such of its subsidiaries and affiliates as SCFG may in writing identify to Seller as a Buyer from time to time (together with Lender By: Pioneer Investment Management, Inc. As its successors adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and assignsAssociate General Counsel Pioneer Floating Rate Fund, "Buyer") and SCFG may from time to time purchase such accounts and related assets offered to it by Seller. The Purchased Assets are to be purchased by SCFG pursuant to that certain Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated ______________, 2013, free and clear of any security interests, liens, charges, claims, pledges or other encumbrances (any of the same being referred to LENDER: as a “Lien”). Agent hereby consents to the sale of the Purchased Assets by Seller to SCFG pursuant to the Receivables Purchase Agreement and agrees that such sale shall not be in violation of the agreements of Seller with Agent or give rise to any default under such agreements. Effective upon the payment to Agent by SCFG of the purchase price for any Purchased Assets in accordance with the payment instructions set forth in the immediately following paragraph, Agent releases, automatically and without any further action, all Liens and any other interest or claim of Agent in or to such Purchased Assets. Nothing contained in this paragraph shall be deemed to constitute a release by Agent of its Liens on the proceeds received by Seller from or on behalf of SCFG for the sale of the Purchased Assets pursuant to the Receivables Purchase Agreement or any Liens Agent may have in any accounts or other assets that are not transferred to SCFG or that are required to be repurchased by Seller at any time. Seller hereby directs SCFG to pay all amounts to which Seller is entitled under the terms of the Receivables Purchase Agreement between SCFG and Seller to the deposit account set forth on Exhibit B hereto. Such instructions shall be irrevocable and shall remain in effect until Agent (or Seller with the written approval of Agent) has notified SCFG in writing that such deposit account has been changed or Agent has notified SCFG in writing that the obligations under the financing arrangements between Seller and Agent have been paid in full in cash and all commitments of Agent to extend credit have been terminated. Seller hereby irrevocably authorizes SCFG to follow such payment directions of Agent without making any inquiry as to the authority of Agent to give any such payment directions and SCFG shall have no liability whatsoever for following any such payment directions. Agent’s employees responsible for administration of Seller’s credit facility shall be permitted to access the SCFG internet platform to confirm the name of the Buyer and the amount of the Purchased Assets. Agent shall safeguard and keep confidential, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, access to the SCFG platform and all information derived from the SCFG platform. Seller hereby irrevocably authorizes each of Agent and SCFG at all times to share with each other all information in their possession from time to time concerning any of the Receivables Purchase Agreement and the credit facility with Agent, and Seller, its financial condition and business prospects, and the accounts of Seller. Agent authorizes and agrees that SCFG may file UCC amendments in the form attached to this agreement as Exhibit C to evidence the release and termination of the Liens of Agent as provided for above in any Purchased Assets and that the foregoing shall constitute the irrevocable authorization and direction for such filings. Upon SCFG’s request, at Seller’s expense, Agent will execute and deliver any other documents or instruments that may be reasonably requested by SCFG in order to evidence the release provided above. This agreement shall become effective on the date set forth above upon its execution by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors and assigns. The successors and assigns for Seller shall include a debtor-in-possession or trustee of such party. This agreement shall be applicable both before and after the filing of any petition by or against Seller under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof and its validity, interpretation and enforcement shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. Each party hereto irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this agreement. This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. In making proof of this agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT. Very truly yours, XXXXX FARGO BANK, NATIONAL ASSOCIATION Supply Chain Finance Group Lender By: ____________________________ Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Agreed Vice President and AcceptedAssociate General Counsel LENDER: XXXXX FARGO BANKPioneer Floating Rate Trust, NATIONAL ASSOCATION__________________________ as a Lender By: ____________________________ Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Voxx International Corporation Vice President and Associate General Counsel LENDER: Pioneer Multi-Asset Ultrashort Income Fund, as a Lender By: ____________________________ Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title:: Vice President and Associate General Counsel LENDER: ASF1 Loan Funding LLC, as a Lender By: Citibank, N.A., By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 77 a Delaware corporation, as IN WITNESS WHEREOF the Company Byparties hereto have caused this Amendment to be duly executed on the date first above written. COMPANY: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Senior Vice President VOXX ACCESSORIES CORP., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICS, INC., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX ATLANTA CORP., a Georgia corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CODE SYSTEMS, INC., a Delaware corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer GUARANTORS: ELECTRONICS TRADEMARK HOLDING COMPANY, LLC, a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary TECHNUITY, INC., an Indiana corporation By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary KD SALES, LLC, an Indiana limited liability company By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary AUDIOVOX LATIN AMERICA LTD., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX COMMUNICATIONS CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Treasurer AUDIOVOX GERMAN PRIMO WATER CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary/Treasurer CAR COMMUNICATION HOLDING GMBH,a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION GMBH, a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION KFT., a limited liability corporation (Korlátolt Felelõsségû Társaság) organized under the laws of Hungary By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director AUDIOVOX VENEZUELA C.A., a company organized under the laws of Venezuela By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX MEXICO, S DE RL DE CV, a company organizad under the laws of Mexico By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Board of Managers KLIPSCH GROUP EUROPE, B.V., a private company with limited liability with its corporate seat in Leiden, the Netherlands By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Xxxxxxxxx Title: Chief Operating Financial Officer AUDIO PRODUCTS INTERNATIONAL CORP.SUBSIDIARY BORROWERS: PRIMO PRODUCTS, a corporation formed under the laws of Province of Ontario By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: President AUDIOVOX CANADA LIMITED, a corporation formed under the laws of Province of Ontario By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX ADVANCED ACCESSORIES GROUP LLC, a Delaware North Carolina limited liability company By: Primo Water Corporation, Manager By: /s/ :Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxx Title: Vice President/Secretary/Treasurer Chief Financial Officer PRIMO DIRECT, LLC, a North Carolina limited liability company By: Primo Water Corporation, Manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer PRIMO REFILL, LLC, a North Carolina limited liability company By: Primo Water Corporation, Manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer PRIMO ICE, LLC, a North Carolina limited liability company By: Primo Water Corporation, Manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer GUARANTORS: None. ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent on behalf of the Required Lenders By: /s/ Xxxxxx Xxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President LENDERS: Fifth Third Bank, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President HSBC Bank USA, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Citibank, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President RBS Citizens, N.A., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx X. Xxxxx Title: Vice President People's United Bank, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Assistant Vice President Sovereign Bank, N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Senior Vice President as a Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION 0xx Xxxxx, Xxxx Xxxx 00000-000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, N.A. _____________ _____________ _____________ Re: Consent to Sale of Receivables Ladies and Gentlemen: Xxxxx Fargo Bank, National Association, a national banking association, through its Supply Chain Finance Group (together with its successors and assigns, "SCFG") has been advised that Voxx International Corporation, a Delaware corporation (together with its successors and assigns, "Seller") has entered into financing arrangements with Xxxxx Fargo Bank, N.A. (together with its successors and assigns “Agent”) and a syndicate of lenders (“Lenders”). Under such arrangements Agent, for the benefit of itself, the Lenders and certain other secured parties, has a security interest in the inventory, receivables and other related assets of Seller. Seller may from time to time offer to sell accounts and related assets (as defined on Exhibit A, the "Purchased Assets") to SCFG arising from sales of goods or services by Seller to Wal-Mart Stores, Inc. , a Delaware corporation, and Sam’s West, Inc., an Arkansas Corporation and such of its subsidiaries and affiliates as SCFG may in writing identify to Seller as a Buyer from time to time (together with its successors and assigns, "Buyer") and SCFG may from time to time purchase such accounts and related assets offered to it by Seller. The Purchased Assets are to be purchased by SCFG pursuant to that certain Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated ______________, 2013, free and clear of any security interests, liens, charges, claims, pledges or other encumbrances (any of the same being referred to as a “Lien”). Agent hereby consents to the sale of the Purchased Assets by Seller to SCFG pursuant to the Receivables Purchase Agreement and agrees that such sale shall not be in violation of the agreements of Seller with Agent or give rise to any default under such agreements. Effective upon the payment to Agent by SCFG of the purchase price for any Purchased Assets in accordance with the payment instructions set forth in the immediately following paragraph, Agent releases, automatically and without any further action, all Liens and any other interest or claim of Agent in or to such Purchased Assets. Nothing contained in this paragraph shall be deemed to constitute a release by Agent of its Liens on the proceeds received by Seller from or on behalf of SCFG for the sale of the Purchased Assets pursuant to the Receivables Purchase Agreement or any Liens Agent may have in any accounts or other assets that are not transferred to SCFG or that are required to be repurchased by Seller at any time. Seller hereby directs SCFG to pay all amounts to which Seller is entitled under the terms of the Receivables Purchase Agreement between SCFG and Seller to the deposit account set forth on Exhibit B hereto. Such instructions shall be irrevocable and shall remain in effect until Agent (or Seller with the written approval of Agent) has notified SCFG in writing that such deposit account has been changed or Agent has notified SCFG in writing that the obligations under the financing arrangements between Seller and Agent have been paid in full in cash and all commitments of Agent to extend credit have been terminated. Seller hereby irrevocably authorizes SCFG to follow such payment directions of Agent without making any inquiry as to the authority of Agent to give any such payment directions and SCFG shall have no liability whatsoever for following any such payment directions. Agent’s employees responsible for administration of Seller’s credit facility shall be permitted to access the SCFG internet platform to confirm the name of the Buyer and the amount of the Purchased Assets. Agent shall safeguard and keep confidential, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, access to the SCFG platform and all information derived from the SCFG platform. Seller hereby irrevocably authorizes each of Agent and SCFG at all times to share with each other all information in their possession from time to time concerning any of the Receivables Purchase Agreement and the credit facility with Agent, and Seller, its financial condition and business prospects, and the accounts of Seller. Agent authorizes and agrees that SCFG may file UCC amendments in the form attached to this agreement as Exhibit C to evidence the release and termination of the Liens of Agent as provided for above in any Purchased Assets and that the foregoing shall constitute the irrevocable authorization and direction for such filings. Upon SCFG’s request, at Seller’s expense, Agent will execute and deliver any other documents or instruments that may be reasonably requested by SCFG in order to evidence the release provided above. This agreement shall become effective on the date set forth above upon its execution by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors and assigns. The successors and assigns for Seller shall include a debtor-in-possession or trustee of such party. This agreement shall be applicable both before and after the filing of any petition by or against Seller under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof and its validity, interpretation and enforcement shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. Each party hereto irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this agreement. This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. In making proof of this agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT. Very truly yours, XXXXX FARGO BANK, NATIONAL ASSOCIATION Supply Chain Finance Group By: ____________________________ Name: Title: Agreed and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCATION__________________________ By: ____________________________ Name: Title: Voxx International Corporation By: ____________________________ Name: Title:SVP

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 10.10 of the Credit Loan Agreement are hereby incorporated by reference, mutatis mutandis. 77 a Delaware corporation, as IN WITNESS WHEREOF the Company Byparties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Senior Vice President VOXX ACCESSORIES CORP., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS NATIONAL INSTRUMENTS CORPORATION, a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICS, INC., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX ATLANTA CORP., a Georgia corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CODE SYSTEMS, INC., a Delaware corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer GUARANTORS: ELECTRONICS TRADEMARK HOLDING COMPANY, LLC, a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx X. Xxxx Name: Xxxxx Xxx Xxxxxxx X. Xxxx Title: Secretary TECHNUITYExecutive Vice President, INC., an Indiana corporation By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLCCFO & Treasurer NATIONAL INSTRUMENTS EUROPE CORPORATION, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware Texas corporation By: /s/ Xxxxx Xxx Xxxxxxx X. Xxxx Name: Xxxxx Xxx Xxxxxxx X. Xxxx Title: Secretary KLIPSCH HOLDING LLCPresident PHASE MATRIX, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary KD SALES, LLC, an Indiana limited liability company By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary AUDIOVOX LATIN AMERICA LTDINC., a Delaware California corporation By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX COMMUNICATIONS CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Treasurer AUDIOVOX GERMAN CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary/Treasurer CAR COMMUNICATION HOLDING GMBH,a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION GMBH, a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION KFT., a limited liability corporation (Korlátolt Felelõsségû Társaság) organized under the laws of Hungary By: /s/ Xxxxx Xxxxxxxxxx Xxxx Name: Xxxxx Xxxxxxxxxx X. Xxxx Title: Managing Director AUDIOVOX VENEZUELA C.A., a company organized under the laws of Venezuela By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX MEXICO, S DE RL DE CV, a company organizad under the laws of Mexico By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Board of Managers KLIPSCH GROUP EUROPE, B.V., a private company with limited liability with its corporate seat in Leiden, the Netherlands By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIO PRODUCTS INTERNATIONAL CORP., a corporation formed under the laws of Province of Ontario By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: President AUDIOVOX CANADA LIMITED, a corporation formed under the laws of Province of Ontario By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX ADVANCED ACCESSORIES GROUP LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary/Treasurer ADMINISTRATIVE AGENTLENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxx Xxxx X. Xxxxxx, Xx. Xxxxxxx Name: Xxxxxx Xxxx X. Xxxxxx, Xx. Xxxxxxx Title: Senior Vice President LENDERS: Fifth Third BankCONFORMED THROUGH THAT CERTAIN SECONDTHIRD AMENDMENT TO CREDIT AGREEMENT DATED AS OF APRIL 2716, 2018. THIS DOCUMENT IS BEING PROVIDED SOLELY FOR EASE OF REVIEW AND CONVENIENCE. KING & SPALDING LLP MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF THIS DOCUMENT; PARTIES SHOULD RELY SOLELY ON THEIR REVIEW OF THE CREDIT AGREEMENT AND AMENDMENTS2020. SECTION 1 DEFINITIONS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 20 1.3 Accounting Terms. 20 SECTION 2 LOAN FACILITIES 21 2.1 Loans. 21 2.2 Letters of Credit. 23 SECTION 3 OTHER PROVISIONS RELATING TO LOAN FACILITIES 24 3.1 Default Rate. 24 3.2 Continuation of Outstanding Advances. 24 3.3 Prepayments. 25 3.4 Termination and Reduction of Revolving Committed Amount. 25 3.5 Fees. 26 3.6 Special Provisions Regarding LIBOR-Based Rate. 26 3.7 Payments, Computations, Etc. 28 3.8 Evidence of Debt. 29 3.9 Withholding Tax Matters. 30 SECTION 4 GUARANTY 32 4.1 The Guaranty. 33 4.2 Obligations Unconditional; Subordination. 34 4.3 Reinstatement. 34 4.4 Remedies. 35 4.5 Guarantee of Payment; Continuing Guarantee. 35 4.6 Indemnity and Subrogation. 35 4.7 Contribution and Subrogation. 35 4.8 Subordination. 35 4.9 Termination. 35 4.10 Savings Clause. 36 SECTION 5 CONDITIONS 37 5.1 Closing Conditions. 37 5.2 Conditions to all Extensions of Credit. 39 SECTION 6 REPRESENTATIONS AND WARRANTIES 40 6.1 Financial Condition. 40 6.2 No Material Change. 40 6.3 Organization and Good Standing. 40 6.4 Power; Authorization; Enforceable Obligations. 41 6.5 No Conflicts. 41 6.6 No Default. 42 6.7 Ownership. 42 6.8 Litigation. 42 6.9 Taxes. 42 6.10 Compliance with Law. 42 6.11 ERISA. 42 6.12 Corporate Structure; Capital Stock, Etc. 43 6.13 Governmental Regulations, Etc. 44 6.14 Purpose of Loans. 44 6.15 Environmental Matters. 45 6.16 Solvency. 45 6.17 Disclosure. 45 6.18 Brokers’ Fees. 45 6.19 Labor Matters. 46 6.20 Nature of Business. 46 6.21 Certificates. 46 6.22 Names. 46 6.23 Compliance with OFAC Rules and Regulations. 46 6.24 Anti-Terrorism Laws. 47 6.25 Investment Company Act; etc. 47 6.26 Insurance. 47 6.27 No Burdensome Restrictions. 47 SECTION 7 AFFIRMATIVE COVENANTS 47 7.1 Financial Statements. 47 7.2 Certificates; Other Information. 49 7.3 Payment of Taxes and Other Obligations. 49 7.4 Conduct of Business and Maintenance of Existence. 50 7.5 Maintenance of Property; Insurance. 50 7.6 Maintenance of Books and Records. 50 7.7 Notices. 50 7.8 Environmental Laws. 51 7.9 Financial Covenants. 52 7.10 Additional Guarantors 52 7.11 Compliance with Law. 52 7.12 Further Assurances and Post-Closing Covenants. 52 SECTION 8 NEGATIVE COVENANTS 53 8.1 Indebtedness. 53 8.2 Liens. 55 8.3 Nature of Business. 58 8.4 Consolidation, Merger, Sale or Purchase of Assets, etc. 58 8.5 Advances, Investments and Loans. 61 8.6 Transactions with Affiliates. 62 8.7 Ownership of Subsidiaries; Restrictions. 62 8.8 Corporate Changes; Material Contracts. 63 8.9 Limitation on Restricted Actions. 63 8.10 Restricted Payments. 64 8.11 Sale Leasebacks. 64 8.12 No Further Negative Pledges. 65 SECTION 9 EVENTS OF DEFAULT 65 9.1 Events of Default. 65 9.2 Acceleration; Remedies. 68 SECTION 10 MISCELLANEOUS 68 10.1 Notices. 68 10.2 Right of Set-Off; Adjustments. 70 10.3 Successors and Assigns. 70 10.4 No Waiver; Remedies Cumulative. 71 10.5 Expenses; Indemnification. 71 10.6 Amendments, Waivers and Consents. 72 10.7 Counterparts. 72 10.8 Headings. 73 10.9 Survival. 73 10.10 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial 73 10.11 Severability. 74 10.12 Entirety. 74 10.13 Binding Effect; Termination. 74 10.14 Confidentiality. 74 10.15 Conflict. 75 10.16 No Advisory or Fiduciary Responsibility. 75 10.17 Continuing Agreement. 76 Exhibit 1.1 Form of Permitted Acquisition Certificate Exhibit 2.1(b)(i) Form of Notice of Borrowing Exhibit 2.1(e) Form of Revolving Note Exhibit 3.2 Form of Notice of Continuation Exhibit 5.1(f) Form of Officer’s Certificate Exhibit 5.1(i) Form of Solvency Certificate Exhibit 7.2(a) Form of Officer’s Compliance Certificate Exhibit 7.10 Form of Joinder Agreement THIS LOAN AGREEMENT, effective as of May 9, 2013 (as amended, modified, restated or supplemented from time to time, the "Loan Agreement"), is by and among NATIONAL INSTRUMENTS CORPORATION, a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President HSBC Bank USADelaware corporation (the "Borrower"), N.A., the Guarantors (as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Citibank, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President RBS Citizens, N.A., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President People's United Bank, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Assistant Vice President Sovereign Bank, N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Senior Vice President as a Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President hereinafter defined) and XXXXX FARGO BANK, NATIONAL ASSOCIATION 0xx Xxxxx, Xxxx Xxxx 00000-000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, N.A. _____________ _____________ _____________ Re: Consent to Sale of Receivables Ladies and Gentlemen: Xxxxx Fargo Bank, National Association, a national banking association, through its Supply Chain Finance Group (together with its successors and assigns, "SCFG") has been advised that Voxx International Corporation, a Delaware corporation (together with its successors and assigns, "Seller") has entered into financing arrangements with Xxxxx Fargo Bank, N.A. (together with its successors and assigns “Agent”) and a syndicate of lenders (“Lenders”). Under such arrangements Agent, for the benefit of itself, the Lenders and certain other secured parties, has a security interest in the inventory, receivables and other related assets of Seller. Seller may from time to time offer to sell accounts and related assets (as defined on Exhibit A, the "Purchased AssetsLender") to SCFG arising from sales of goods or services by Seller to Wal-Mart Stores, Inc. , a Delaware corporation, and Sam’s West, Inc., an Arkansas Corporation and such of its subsidiaries and affiliates as SCFG may in writing identify to Seller as a Buyer from time to time (together with its successors and assigns, "Buyer") and SCFG may from time to time purchase such accounts and related assets offered to it by Seller. The Purchased Assets are to be purchased by SCFG pursuant to that certain Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated ______________, 2013, free and clear of any security interests, liens, charges, claims, pledges or other encumbrances (any of the same being referred to as a “Lien”). Agent hereby consents to the sale of the Purchased Assets by Seller to SCFG pursuant to the Receivables Purchase Agreement and agrees that such sale shall not be in violation of the agreements of Seller with Agent or give rise to any default under such agreements. Effective upon the payment to Agent by SCFG of the purchase price for any Purchased Assets in accordance with the payment instructions set forth in the immediately following paragraph, Agent releases, automatically and without any further action, all Liens and any other interest or claim of Agent in or to such Purchased Assets. Nothing contained in this paragraph shall be deemed to constitute a release by Agent of its Liens on the proceeds received by Seller from or on behalf of SCFG for the sale of the Purchased Assets pursuant to the Receivables Purchase Agreement or any Liens Agent may have in any accounts or other assets that are not transferred to SCFG or that are required to be repurchased by Seller at any time. Seller hereby directs SCFG to pay all amounts to which Seller is entitled under the terms of the Receivables Purchase Agreement between SCFG and Seller to the deposit account set forth on Exhibit B hereto. Such instructions shall be irrevocable and shall remain in effect until Agent (or Seller with the written approval of Agent) has notified SCFG in writing that such deposit account has been changed or Agent has notified SCFG in writing that the obligations under the financing arrangements between Seller and Agent have been paid in full in cash and all commitments of Agent to extend credit have been terminated. Seller hereby irrevocably authorizes SCFG to follow such payment directions of Agent without making any inquiry as to the authority of Agent to give any such payment directions and SCFG shall have no liability whatsoever for following any such payment directions. Agent’s employees responsible for administration of Seller’s credit facility shall be permitted to access the SCFG internet platform to confirm the name of the Buyer and the amount of the Purchased Assets. Agent shall safeguard and keep confidential, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, access to the SCFG platform and all information derived from the SCFG platform. Seller hereby irrevocably authorizes each of Agent and SCFG at all times to share with each other all information in their possession from time to time concerning any of the Receivables Purchase Agreement and the credit facility with Agent, and Seller, its financial condition and business prospects, and the accounts of Seller. Agent authorizes and agrees that SCFG may file UCC amendments in the form attached to this agreement as Exhibit C to evidence the release and termination of the Liens of Agent as provided for above in any Purchased Assets and that the foregoing shall constitute the irrevocable authorization and direction for such filings. Upon SCFG’s request, at Seller’s expense, Agent will execute and deliver any other documents or instruments that may be reasonably requested by SCFG in order to evidence the release provided above. This agreement shall become effective on the date set forth above upon its execution by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors and assigns. The successors and assigns for Seller shall include a debtor-in-possession or trustee of such party. This agreement shall be applicable both before and after the filing of any petition by or against Seller under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof and its validity, interpretation and enforcement shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. Each party hereto irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this agreement. This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. In making proof of this agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT. Very truly yours, XXXXX FARGO BANK, NATIONAL ASSOCIATION Supply Chain Finance Group By: ____________________________ Name: Title: Agreed and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCATION__________________________ By: ____________________________ Name: Title: Voxx International Corporation By: ____________________________ Name: Title:.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service services of process and waiver of jury trial provisions set forth in Sections 9.13 9.14 and 9.16 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 77 a Delaware corporationIN WITNESS WHEREOF the Borrower, as and the Company ByRequired Lenders have caused this Amendment to be duly executed on the date first above written. BORROWER: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Senior Vice President VOXX ACCESSORIES CORP.THE PANTRY, a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICS, INC., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX ATLANTA CORP., a Georgia corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CODE SYSTEMS, INC., a Delaware corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer GUARANTORS: ELECTRONICS TRADEMARK HOLDING COMPANY, LLC, a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary TECHNUITY, INC., an Indiana corporation By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary KD SALES, LLC, an Indiana limited liability company By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary AUDIOVOX LATIN AMERICA LTD., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX COMMUNICATIONS CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Treasurer AUDIOVOX GERMAN CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware corporation By: /s/ Mxxx Xxxxxxx Name: Mxxx Xxxxxxx Title: Senior Vice President, Chief Financial Officer and Secretary WXXXX FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association), as Administrative Agent and as a Lender By: /s/ Axxxxx X. Xxxx Name: AXXXXX X. XXXX Title: DIRECTOR LENDERS: Cooperative Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch,, as a Lender By: /s/ Txxxxxxx X. Xxx Name: Txxxxxxx X. Xxx Title: Executive Director By: /s/ Axxxxx Xxxxxxx Name: Axxxxx Xxxxxxx Title: Managing Director LENDERS: CREDIT INDUSTRIEL ET COMMERCIAL, as a Lender By: /s/ Axxxxxx Xxxx Name: Axxxxxx Xxxx Title: Managing Director By: /s/ Mxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary/Treasurer CAR COMMUNICATION HOLDING GMBH,a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Mxxxxx Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION GMBH, a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany ByLENDERS: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION KFT., a limited liability corporation (Korlátolt Felelõsségû Társaság) organized under the laws of Hungary By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director AUDIOVOX VENEZUELA C.A., a company organized under the laws of Venezuela By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX MEXICO, S DE RL DE CV, a company organizad under the laws of Mexico By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Board of Managers KLIPSCH GROUP EUROPE, B.V., a private company with limited liability with its corporate seat in Leiden, the Netherlands By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer AUDIO PRODUCTS INTERNATIONAL CORP., a corporation formed under the laws of Province of Ontario By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: President AUDIOVOX CANADA LIMITED, a corporation formed under the laws of Province of Ontario By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX ADVANCED ACCESSORIES GROUP LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary/Treasurer ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATIONGENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as Administrative Agent By: /s/ Xxxxxx Pxxxx X. Xxxxxx, Xx. Xxxxxxxx Name: Pxxxx X. Xxxxxxxx Title: Duly Authorized Signatory LENDERS: Capital One Leverage Finance Corporation, as a Lender By: /s/ Rxx Xxxxxx X. Xxxxxx, Xx. Name: Rxx Xxxxxx Title: Senior Vice President LENDERS: Fifth Third BankBMO Hxxxxx Financing, Inc. Formerly known as BMO Capital Markets Financing, Inc. as a Lender By: /s/ Pxxxxx Xxxxxxxx Name: Pxxxxx Xxxxxxxx Title: Managing Director LENDERS: RXXXXXX JXXXX BANK, FSB, as a Lender By: /s/ Xxxx Xxxxxxx Gxxxxxx XxXxxxxx Name: Xxxx Xxxxxxx Gxxxxxx XxXxxxxx Title: Senior Vice President HSBC Bank USA, N.A.LENDERS: Allied Irish Banks p.l.c., as a Lender By: /s/ Xxxxxxx Jxxxxx Xxxxxxxxx Name: Jxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Exxxx Xxxxxx Name: Xxxxxxx Exxxx Xxxxxx Title: Assistant Vice President CitibankLENDERS: JPMORGAN CHASE BANK, N.A.N.A. as a Lender By: /s/ Pxxxxxx X. Xxxxxxxx Name: Pxxxxxx X. Xxxxxxxx Title: Executive Director LENDERS: RB International Finance (USA) LLC, as a Lender By: /s/ Xxxxxx Jxxx X. Xxxxxxx Name: JXXX X. XXXXXXX Title: First Vice President By: /s/ Mxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx MXXXX XXXXXX Title: Vice President RBS Citizens, N.A.LENDERS: Regions Financial Corp., as a Lender By: /s/ Dxxxx Xxxxxx Xxxxx Name: Dxxxx Xxxxxx Xxxxx Title: Vice President People's United BankLENDERS: SUNTRUST BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Gxxxxxx X’Xxxxxx Name: Xxxxxxx Xxxxxxxx Gxxxxxx X’Xxxxxx Title: Assistant Vice President Sovereign Bank, N.A.Director LENDERS: ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender By: /s/ Xxxxxxxxx Xxxxxx Mxxxxxx Xxxx Name: Xxxxxxxxx Xxxxxx Mxxxxxx Xxxx Title: Senior Vice President By: /s/ Dxx Xxxx Name: Dxx Xxxx Title: Assistant Vice President LENDERS: United Overseas Bank Limited, New York Agency as a Lender By: /s/ K. Jxx Xxx Xxxxxxxxx Name: K. Jxx Xxx Xxxxxxxxx Title: Senior Vice President XXXXX FARGO By: /s/ Mxxxx Xxxxx Name: Mxxxx Xxxxx Title: Assistant Vice President LENDERS: State Bank of India as a Lender By: /s/ C. Sxxxxxxxxxxx Xxxxx Name: C. Sxxxxxxxxxxx Xxxxx Title: Vice President & Head (Syndications) LENDERS: THE SUMITOMO TRUST AND BANKING CO.,LTD., NEW YORK BRANCH, as a Lender By: /s/ Axxxxx X. Xxx XX Name: AXXXXX X. XXX XX Title: Vice President LENDERS: Compass Bank, successor in interest to Guaranty Bank as a Lender By: /s/ Rxxxx Xxxxxx Name: Rxxxx Xxxxxx Title: Vice President LENDERS: EAST WEST BANK, NATIONAL ASSOCIATION 0xx Xxxxx, Xxxx Xxxx 00000-000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, N.A. _____________ _____________ _____________ Re: Consent to Sale of Receivables Ladies and Gentlemen: Xxxxx Fargo Bank, National Association, a national banking association, through its Supply Chain Finance Group (together with its successors and assigns, "SCFG") has been advised that Voxx International Corporation, a Delaware corporation (together with its successors and assigns, "Seller") has entered into financing arrangements with Xxxxx Fargo Bank, N.A. (together with its successors and assigns “Agent”) and a syndicate of lenders (“Lenders”). Under such arrangements Agent, for the benefit of itself, the Lenders and certain other secured parties, has a security interest in the inventory, receivables and other related assets of Seller. Seller may from time to time offer to sell accounts and related assets (as defined on Exhibit A, the "Purchased Assets") to SCFG arising from sales of goods or services by Seller to Wal-Mart Stores, Inc. , a Delaware corporation, and Sam’s West, Inc., an Arkansas Corporation and such of its subsidiaries and affiliates as SCFG may in writing identify to Seller as a Buyer from time to time (together with its successors and assignsLender By: /s/ Axxxxx Xxxxx Name: Axxxxx Xxxxx Title: Vice President LENDERS: ARES VR CLO LTD ARES VR CLO LTD. BY: ARES CLO MANAGEMENT VR, "Buyer") and SCFG may from time to time purchase such accounts and related assets offered to it by Seller. The Purchased Assets are to be purchased by SCFG pursuant to that certain Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated ______________LP., 2013ITS INVESTMENT MANAGER BY: ARES CLO GP VR, free and clear of any security interestsLLC, liens, charges, claims, pledges or other encumbrances (any of the same being referred to ITS GENERAL PARTNER as a “Lien”)Lender By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President LENDERS: Ares VIR CLO Ltd., as a Lender ARES VIR CLO LTD ARES VIR CLO LTD. Agent hereby consents to the sale of the Purchased Assets by Seller to SCFG pursuant to the Receivables Purchase Agreement and agrees that such sale shall not be in violation of the agreements of Seller with Agent or give rise to any default under such agreementsBY: ARES CLO MANAGEMENT VIR, LP., ITS INVESTMENT MANAGER BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President LENDERS: Ares X CLO Ltd., as a Lender ARES X CLO LTD ARES X CLO LTD. Effective upon the payment to Agent by SCFG of the purchase price for any Purchased Assets in accordance with the payment instructions set forth in the immediately following paragraphBY: ARES CLO MANAGEMENT X, Agent releasesLP., automatically and without any further actionITS INVESTMENT MANAGER BY: ARES CLO GP X, all Liens and any other interest or claim of Agent in or to such Purchased AssetsLLC, ITS GENERAL PARTNER By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President LENDERS: Ares XI CLO Ltd., as a Lender ARES XI CLO LTD ARES XI CLO LTD. Nothing contained in this paragraph shall be deemed to constitute BY: ARES CLO MANAGEMENT XI, LP., ITS INVESTMENT MANAGER BY: ARES CLO GP XI, LLC, ITS GENERAL PARTNER By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President LENDERS: Ares XII CLO Ltd., as a release by Agent of its Liens on the proceeds received by Seller from or on behalf of SCFG for the sale of the Purchased Assets pursuant to the Receivables Purchase Agreement or any Liens Agent may have in any accounts or other assets that are not transferred to SCFG or that are required to be repurchased by Seller at any timeLender ARES XII CLO LTD ARES XII CLO LTD. Seller hereby directs SCFG to pay all amounts to which Seller is entitled under the terms of the Receivables Purchase Agreement between SCFG and Seller to the deposit account set forth on Exhibit B hereto. Such instructions shall be irrevocable and shall remain in effect until Agent (or Seller with the written approval of Agent) has notified SCFG in writing that such deposit account has been changed or Agent has notified SCFG in writing that the obligations under the financing arrangements between Seller and Agent have been paid in full in cash and all commitments of Agent to extend credit have been terminated. Seller hereby irrevocably authorizes SCFG to follow such payment directions of Agent without making any inquiry BY: ARES CLO MANAGEMENT XII, LP., ITS INVESTMENT MANAGER BY: ARES CLO GP XII, LLC, ITS GENERAL PARTNER By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President LENDERS: Ares NF CLO XIII Ltd., as to the authority of Agent to give any such payment directions and SCFG shall have no liability whatsoever for following any such payment directions. Agent’s employees responsible for administration of Seller’s credit facility shall be permitted to access the SCFG internet platform to confirm the name of the Buyer and the amount of the Purchased Assets. Agent shall safeguard and keep confidentiala Lender Ares NF CLO XIII Ltd BY: Ares CLO XIII Management, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, access to the SCFG platform and all information derived from the SCFG platform. Seller hereby irrevocably authorizes each of Agent and SCFG at all times to share with each other all information in their possession from time to time concerning any of the Receivables Purchase Agreement and the credit facility with Agent, and SellerL.P., its financial condition and business prospectscollateral manager BY: Ares CLO XIII Management, and the accounts of Seller. Agent authorizes and agrees that SCFG may file UCC amendments in the form attached to this agreement as Exhibit C to evidence the release and termination of the Liens of Agent as provided for above in any Purchased Assets and that the foregoing shall constitute the irrevocable authorization and direction for such filings. Upon SCFG’s requestLLC, at Seller’s expense, Agent will execute and deliver any other documents or instruments that may be reasonably requested by SCFG in order to evidence the release provided above. This agreement shall become effective on the date set forth above upon its execution by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors and assigns. The successors and assigns for Seller shall include a debtor-in-possession or trustee of such party. This agreement shall be applicable both before and after the filing of any petition by or against Seller under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof and its validity, interpretation and enforcement shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. Each party hereto irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this agreement. This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. In making proof of this agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT. Very truly yours, XXXXX FARGO BANK, NATIONAL ASSOCIATION Supply Chain Finance Group general partner By: ____________________________ /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Agreed and AcceptedVice President LENDERS: XXXXX FARGO BANKAres NF CLO XIV Ltd., NATIONAL ASSOCATION__________________________ as a Lender Ares NF CLO XIV Ltd BY: Ares CLO XIV Management, L.P., its collateral manager BY: Ares CLO XIV Management, LLC, its general partner By: ____________________________ /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Voxx International Corporation By: ____________________________ Name: Title:Vice President