Exhibit 4.4
SUPPLEMENT TO ACQUISITION AGREEMENT
This Supplement, dated June 30, 1998, to Acquisition Agreement, dated
June 24, 1998 (the "Agreement"), among AMPEX CORPORATION, a Delaware corporation
("Parent"), AMPEX HOLDINGS CORPORATION, a Delaware corporation ("Buyer") and the
several selling stockholders ("Sellers") of Micronet Technology, Inc., a
Delaware corporation (the "Company").
Capitalized terms used but not otherwise defined in this Supplement
shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, Buyer desires to account for the acquisition of the Company
effective from and after July 1, 1998;
ACCORDINGLY, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Waiver of Closing Condition. Buyer hereby waives, effective on and
as of July 1, 1998, the condition to Buyer's obligations contained in Sections 3
(f) (i) and (ii) of the Agreement that there has been no material adverse change
in the business, properties, revenues, operations or condition of the Company,
and no material damage, destruction or loss of property of the Company, prior to
the consummation of the Closing, and modifies the condition contained in Section
7 (e) of the Agreement such that the certificate referred to therein will be as
of the close of business on June 30, 1998. Accordingly, all references to the
"Closing Date" in Section 7(a) of the Agreement referring to the representations
and warranties of Sellers shall be deemed to refer to the close of business on
June 30, 1998, and Buyer shall have no right to terminate the Agreement by
reason of adverse changes occurring on or after such date. In addition, solely
for the purposes of making the calculations contemplated by Section 7(g) of the
Agreement, all references to the "Closing Date" shall be deemed to refer to the
close of business on June 30, 1998; provided, (a) all amounts as of such date
shall be subject to normal accrual adjustments, (b) accounts payable at such
date shall be adjusted to reflect agreements, waivers and releases entered into
during the period from such date through and including the Closing Date between
the Company and the payees of such accounts, and (c) any amounts tendered by the
Company to the payees of such accounts which are returned to the Company or to
Buyer until June 30, 2000 for any reason shall inure to the benefit of the
Sellers (and any liability that Buyer may suffer or incur as a result of
returning such amounts to Sellers may be offset against the property of Sellers
which is subject to the
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Escrow Agreement pursuant to Section 11 of the Agreement, provide that Buyer
shall have given Sellers 30 days notice of, and an opportunity to resolve such
claim).
2. Representation and Warranty with respect to Certain Closing
Conditions. Sellers hereby jointly and severally represent and warrant to Buyer
that, as of the close of business on June 30, 1998, (a) none of the Company's
indebtedness to Sellers to which Section 7(h) of the Agreement applies has been
assigned to any third-party and (b) that the Closing Condition at Section 7(i)
of the Agreement (except with respect to options held by Sellers, which shall be
canceled on the Closing Date) has been satisfied.
3. Change in Certain Additional Terms. Sellers and Buyer also agree to
modify the phrase "at the Closing" in Section 5(f) of the Agreement shall be
modified to the close of business on June 30, 1998.
4. No Other Waiver. Nothing contained in this Supplement shall
constitute a waiver of and condition to closing set forth in Section 7 of the
Agreement except as expressly set forth in paragraph 1 hereof.
5. Ratification. Except as expressly supplemented or amended hereby,
the parties ratify and confirm the Agreement in all respects.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this instrument in
counterpart as of the date first above written.
AMPEX CORPORATION
By:_______________________
Title:____________________
AMPEX HOLDINGS CORPORATION
By:_______________________
Title:____________________
SELLERS:
__________________________
Name: Xxxxx Xxxxxxxx
__________________________
Name: Xxxx Xxxxxx
__________________________
Name: Xxxx Xxxxxx
__________________________
Name: Xxxx Xxxxxx
__________________________
Name: Chloe Holdings, Inc.
XXXXX XXXXXX MICRONET PARTNERS LLC
By:_______________________
Title:____________________
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