Common use of Fees and Option Clause in Contracts

Fees and Option. On the Closing Date: (a) The Company will issue and deliver to the Purchaser the Option to purchase up to 650,000 shares of Common Stock in connection with the Offering, pursuant to Section 1 hereof. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Option and shares of the Company's Common Stock issuable upon exercise of the Option (the "Option Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and six tenths percent (3.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(c) together with amounts required to be paid pursuant to Section 5(b)(iv) of the Security Agreement (as defined below), will be paid on the Closing Date and shall be $52,500, plus such additional fees and expenses incurred by the Purchaser in connection with any required third party appraisals and/or extraordinary diligence, for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Option. On the Closing Date: (a) The Company will issue and deliver to the Purchaser the an Option to purchase up to 650,000 1,125,000 shares of Common Stock in connection with the Offering, Offering (the "Option") pursuant to Section 1 hereof. The Option must be delivered on the Closing Date. A form of Option is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Option and shares of the Company's Common Stock issuable upon exercise of the Option (the "Option Shares"); provided however, that all such representations and warranties are made as of the Closing Date and the Company makes no undertaking to advise the Purchaser of any changes to the representations and warranties after the Closing Date. (b) Subject to the terms of Section 2(d2(c) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and six tenths four percent (3.604.00%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(c) together with amounts required to be paid pursuant to Section 5(b)(iv) of the Security Agreement (as defined below), will be paid on the Closing Date and shall be $52,500, plus such additional fees and expenses incurred by the Purchaser in connection with any required third party appraisals and/or extraordinary diligence, for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (cb) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent, in the form attached hereto as Exhibit D (as defined below) the "Funds Escrow Agreement"), and a disbursement letter (the "Disbursement Letter").

Fees and Option. On the Closing Date: (a) The Company will issue and deliver to the Purchaser the an Option to purchase up to 650,000 2,413,571 shares of Common Stock in connection with the Offering, Offering (the "Option") pursuant to Section 1 hereof. The Option must be delivered on the Closing Date. A form of Option is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Option and shares of the Company's Common Stock issuable upon exercise of the Option (the "Option Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and six tenths one-half percent (3.603.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 4.26.8) and all related matters. Amounts required to be paid under this Section 2(c) together with amounts required to be paid pursuant to Section 5(b)(iv) of the Security Agreement (as defined below), will be paid on the Closing Date and shall be $52,500, plus such additional fees and expenses incurred 10,000.00 (net of deposits previously paid by the Purchaser in connection with any required third party appraisals and/or extraordinary diligence, Company) for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Option. On the Closing Date: (a) The Company Cancable Parent will issue and deliver to the Purchaser the Option. The Option to purchase up to 650,000 shares must be delivered on the Closing Date. A form of Common Stock in connection with the Offering, pursuant to Section 1 hereof. Option is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Option and shares of the Company's ’s Common Stock issuable upon exercise of the Option (the "“Option Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and six tenths one-half percent (3.603.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment”." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 4.26.5) and all related matters. Amounts required to be paid under this Section 2(c) together with amounts required to be paid pursuant to Section 5(b)(iv) of the Security Agreement (as defined below), will be paid on the Closing Date and shall be $52,500, USD15,000 (plus such additional fees and expenses incurred any amounts charged by the Purchaser Purchaser’s local Canadian counsel and/or related to registration and filing expenses in connection with any required third party appraisals and/or extraordinary diligence, the granting and perfection of the Purchaser’s security interests) for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing Closing (as defined below) out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Option. On the Closing Date: (a) VOXX will issue and deliver to the Purchaser an Option to purchase up to 3,274,094 shares of VOXX Common Stock pursuant to Section 1 hereof. The Option must be delivered on the Closing Date. A form of the Option is annexed hereto as Exhibit B-1. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Option and shares of VOXX Common Stock issuable upon exercise of the Option (the "Option Shares"). (b) The Company will issue and deliver to the Purchaser the Option a Warrant to purchase up to 650,000 229,187 shares of VOXX Common Stock in connection with the Offering, pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of the Warrant is annexed hereto as Exhibit B-2. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Option and shares of the CompanyVOXX's Common Stock issuable upon exercise of the Option Warrant (the "Option Warrant Shares"). (bc) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and six tenths one-half percent (3.603.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (cd) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses) incurred for services rendered to the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(c) together with amounts required 2(d), to the extent not yet paid, shall be paid by the Company on the Closing Date. The total amount to be paid by the Company pursuant to Section 5(b)(ivthis clause (c) of the Security Agreement (as defined below), will be paid on the Closing Date and shall be $52,500, plus such additional fees and expenses incurred by the Purchaser in connection with any required third party appraisals and/or extraordinary diligence, for such expenses referred to in this Section 2(c)30,000. (de) The Closing Payment and Payment, the expenses referred to in the preceding clause (c) of this Section 2 (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Option. On the Closing Date: (a) The Company will issue and deliver to the Purchaser the an Option to purchase up to 650,000 1,560,000 shares of Common Stock in connection with the Offering, Offering (the "Option") pursuant to Section 1 hereof. The Option must be delivered on the Closing Date. A form of Option is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Option and shares of the Company's Common Stock issuable upon exercise of the Option (the "Option Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three one and six tenths one-half percent (3.601.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 4.26.8) and all related matters. Amounts required to be paid under this Section 2(c) together with amounts required to be paid pursuant to Section 5(b)(iv) of the Security Agreement (as defined below), will be paid on the Closing Date and shall be not exceed $52,500, plus such additional fees and expenses incurred by the Purchaser in connection with any required third party appraisals and/or extraordinary diligence, 15,000 for such expenses referred to in this Section 2(c) (net of deposits previously paid by the Company). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Option. On the Closing Date: (a) The Company VOXX will issue and deliver to the Purchaser the Purchasers an Option to purchase up to 650,000 an aggregate of 892,935 shares of VOXX Common Stock in connection with the Offering, pursuant to Section 1 hereof. The Option must be delivered on the Closing Date. A form of the Option is annexed hereto as Exhibit D-1 and will be owned by the Purchasers proportionately to their purchase of the Notes. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser Purchasers by the Company are hereby also made and granted in respect of the Option and the shares of the Company's VOXX Common Stock issuable upon exercise of the Option (the "Option Shares"). (b) Subject The Company will issue and deliver to the terms Warrant Holders a Warrant to purchase an aggregate of 327,409 shares of VOXX Common Stock pursuant to Section 2(d) below1 hereof. The Warrant must be delivered on the Closing Date. A form of the Warrant is annexed hereto as Exhibit D-2 and will be owned in accordance with the designations set forth in Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchasers by the Company are hereby also made and granted in respect of the Warrant and the shares of the VOXX's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (c) The Company shall (i) pay to Xxxxxxx, for services rendered in connection with the related Laurus Capital ManagementMaster Fund, LLC, Ltd. investment in VOXX and related services associated with these transactions (the manager of the Purchaser"Services"), a closing payment in an amount equal to three and six tenths percent (3.60%) of the aggregate principal amount of the Note$400,000. The foregoing fee is referred to herein as the "Closing Payment" and (ii) issue the above referenced Warrant to the Warrant Holders as additional compensation for such Services." (cd) The Company shall reimburse the Purchaser Xxxxxxx for its reasonable expenses (including legal fees and expenses) incurred for services rendered to the Purchasers in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses incurred in connection with the PurchaserPurchasers's due diligence review of the Company and its Subsidiaries (as defined in Section 4.2) and all related matters. Amounts required to be paid under this Section 2(c) together with amounts required 2(d), to the extent not yet paid, shall be paid by the Company on the Closing Date. The total amount to be paid by the Company pursuant to Section 5(b)(ivthis clause (c) of the Security Agreement (as defined below), will be paid on the Closing Date and shall be $52,50025,000, plus such additional fees and expenses incurred by amount to be paid to Xxxxxxx, which has assisted the Purchaser Purchasers in connection with any required third party appraisals and/or extraordinary diligence, the transactions provided for such expenses referred to in this Section 2(c)herein. (de) The Closing Payment and Payment, the expenses referred to in the preceding clause (cd) of this Section 2 (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchasers, Xxxxxxx and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").