Exhibit 10.11
Second Amendment to Existing Agreements and Closing Declaration,
dated as of March 26, 2002, among Dialog4 System Engineering GmbH,
Berthold Burkhardtsmaier, Xxxxxxxx Burkhardtsmaier, Xxxxxxxxx Xxxxx,
Circuit Research Labs, Inc., CRL Systems, Inc. and Xxxxxxx Xxxxxx Xxxxxxxxxxx
April 8, 2002
SECOND AMENDMENT TO EXISTING AGREEMENTS
AND
CLOSING DECLARATION
This Second Amendment to Existing Agreements ("Second Amendment") is dated as of
this 26 March 2002, and is by and among Dialog4 System Engineering GmbH, a
German corporation ("Dialog4"), Berthold Burkhardtsmaier ("Berthold"), Xxxxxxxx
Burkhardtsmaier ("Xxxxxxxx"), Xxxxxxxxx Xxxxx ("Xxxxx"), Circuit Research Labs,
Inc., an Arizona corporation ("CRL"), CRL Systems, Inc., a Nevada corporation
doing business as Xxxxx, Inc. ("CS"), and Xxxxxxx Xxxxxx Xxxxxxxxxxx ("Xxx").
Recitals
--------
A. All parties except Xxx are parties to an Asset Sale and Purchase Agreement
dated November 16, 2001, (ASPA). CRL and Berthold are parties to a Service
Contract dated November 16, 2001. Dialog4, Xxxxxxxx, Xxxxxxxx, Xxxxx and Xxx
are parties to a Stock Purchase Agreement dated as of November 16, 2001.
These agreements and other documents executed in connection therewith relate
to the sale of certain assets of Dialog4 to CS and other related matters, and
are herein referred to collectively as the "Agreements".
B. CRL is guarantor of all payments to be made to Dialog4 under the ASPA and Xxx
has assumed joint and several liability for such payments under the Amendment
to the Existing Agreements and Closing Declaration on 18 January 2001
("Amendment").
C. CSL, CRL and Xxx hereby acknowledge their payment obligations under the ASPA
and under the Amendment.
D. The parties wish to amend the provisions of certain of the Agreements as set
forth herein. All capitalized terms not otherwise defined in this Second
Amendment shall have the meaning set forth in the Agreements.
-2-
Agreements:
-----------
The parties now agree as follows:
1. The Purchase Price of US$ 750,000.00 shall be payable US$ 37,500.00 on April
20, 2002 with subsequent installments of US$ 37,500.00 payable on the 20th
day of each month following until the full Purchase Price of US$ 750,000.00
is paid in full.
2. In consideration of the deferral of the Purchase Price as set forth in the
previous Section, CS shall pay Dialog4 US$ 3,750.00 representing interest on
those installments required by the unamended Agreements which have not been
paid. Subsequently, beginning 20 April 2002, CS, CRL and Xxx shall pay
interest at a rate of 10 % p.a. on the balance of the principal amount of
US$ 750,000.00 reduced each month by the respective installment. The interest
shall be payable monthly together with each instalment.
3. Berthold as Vice President and Senior Manager (Europe) of CS and CRL shall
be authorized, but not obligated, to transfer funds from the accounts of CS
(Xxxxx Europe) to the account of Dialog4 to make the deferred payments
required by Section 1 of this Second Amendment, so long as sufficient funds
exist in such accounts to make such payment. B. is authorized to make such
monthly payments at his discretion even prior to the 20th day of a month,
and CS shall not withdraw any funds from the account of CS (Xxxxx Europe)
before Berthold has made such payments.
4. In the event any deferred payment required by Section 1 of this Second
Amendment is unpaid more than 10 (ten) calendar days after their due date,
Dialog4 may exercise all rights granted to it under the Agreements and the
Amendment, including the right to declare all remaining amounts of the
deferred Purchase Price immediately due and payable.
-3-
5. CRL agrees that it will immediately begin to register the Purchase Price
Stock under the Securities Laws of the United States in time so that the
Purchase Price Stock will be registered and legally saleable on US securities
markets at such time as Dialog4 may be entitled to sell such shares pursuant
to the Agreements and the Amendment. CRL will use its best efforts to cause
such registration to become effective prior to any default by CS, CRL or Xxx
which would permit the sale of the Purchase Price Stock by Dialog4.
6. Should CS,CRL and Xxx be in default with any deferred payment in accordance
with Section 4 of this Second Amendment, then the following agreement (i and
ii) shall come into force and apply notwithstanding all other rights granted
to Dialog4 under the Agreements, the Amendment and this Second Amendment:
(i) CS/CRL and Xxx shall hereby grant to Dialog4 sole voting and dispositive
power with respect to the Purchase Price Stock.
(ii) Dialog4 shall forthwith be entitled to exercise any rights regarding
such Purchase Price Stock, in particular to offer for sale, seller
otherwise transfer such Purchase Price Stock to any third party at any
time.
7. Any obligation by CS, CRL and Xxx under the Agreements, Amendment and Second
Amendment shall be considered as joint and several and Dialog4, at its sole
discretion, shall be entitled to enforce any of its rights under any of these
agreements against either CS and/or CRL and/or Xxx personally, individually
and directly.
8. Dialog4 shall be entitled, at its sole discretion, to assign or transfer any
of its rights under the Agreements, the Amendment and the Second Agreement to
any third party, including any of its shareholders or creditors, however,
Dialog4 shall notify CS, CRL and Xxx of any such assignments or transfers in
writing.
-4-
9. Any notice or communication under this Second Agreement shall be effected in
the English language and in writing whereby transmission by facsimile shall
be sufficient.
10. This Second Agreement shall be construed and governed in accordance with
German law, without the application of any law of conflicts of laws that
would require the application of the laws of any other jurisdiction.
11. All disputes arising in connection with this Second Agreement shall be
finally settled under the Rules of Conciliation and Arbitration of the
Deutsche Institution fur Schiedsgerichtsbarkeit e.V. (German Institution for
Arbitration) by one arbitrator appointed in accordance with such rules. The
arbitrator must be eligible for the office of a judge in the Federal
Republic of Germany. The place of arbitration shall be Stuttgart, Germany.
The language of the arbitration shall be English; a party wishing to produce
a document in either German or English shall not be required to produce a
translation thereof.
Xxx agrees to sign a separate arbitration agreement equivalent to the above
arbitration clause together with this Second Agreement. The Arbitration
Agreement is attached hereto.
12. All and any provisions set forth under the Agreements and the Amendment as
defined in A. and B. above shall remain unaffected and continue to apply
unless and to the extent that they are inconsistent with any of the above
provisions of this Second Amendment. Should any of the above provisions be
invalid or void, the remaining provisions shall not be affected.
13. This Second Amendment shall not become effective unless duly signed by CS,
CRL and Xxx and Dialog4 whereby signature by facsimile is sufficient.
-5-
DATED as of 26 March 2002.
CIRCUIT RESEARCH LABS, INC., an Arizona
corporation
By /s/ Xxxxxxx Xxxxxx Xxxxxxxxxxx
----------------------------------
Xxxxxxx Xxxxxx Xxxxxxxxxxx
CRL SYSTEMS, INC., a Nevada corporation
d/b/a Xxxxx, Inc.
By /s/ Xxxxxxx Xxxxxx Xxxxxxxxxxx
----------------------------------
Xxxxxxx Xxxxxx Xxxxxxxxxxx
/s/ Xxxxxxx Xxxxxx Xxxxxxxxxxx
----------------------------------
Xxxxxxx Xxxxxx Xxxxxxxxxxx
DIALOG4 SYSTEM ENGINEERING GmbH, a
German corporation
By /s/ Berthold Burkhardtsmaier
----------------------------------
Berthold Burkhardtsmaier
Managing Director
/s/ Berthold Burkhardtsmaier
----------------------------------
Berthold Burkhardtsmaier
/s/ Xxxxxxxx Burkhardtsmaier
----------------------------------
Xxxxxxxx Burkhardtsmaier
/s/ Xxxxxxxxx Xxxxx
----------------------------------
Xxxxxxxxx Xxxxx
