AMENDMENT NO. 1 TO STOCK PURCHASE AND SALE AGREEMENT
AMENDMENT
NO. 1 TO
This
Amendment No. 1 to Stock Purchase and Sale Agreement (the “Amendment”) is dated
May 15, 2008, by and between Fanrock Investments Limited., a corporation
organized under the laws of the British Virgin Islands (“Seller”), and
InfoSonics Corporation, a Maryland corporation (“Buyer”), but shall be
retroactively effective as of January 1, 2008 and shall be effective for the
period from January 1, 2008 through December 31, 2008.
A.
Seller
and Buyer entered into that certain Stock Purchase and Sale Agreement dated
January 19, 2005 (the “Agreement”), pursuant to which Buyer purchased all of the
outstanding shares of Primasel S.A., a corporation organized under the laws
of
Uruguay.
B.
Seller
and Buyer desire to amend the Agreement, pursuant to the terms of this
Amendment.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants
contained in this Agreement, and for other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties agree
as
follows:
1.
Amendment.
Section
2.2.3 of the Agreement is hereby deleted in its entirety and replaced with
the
following paragraphs:
“2.2.3
If
Primasel’s total cumulative revenues for the Profit Payment Term Portion are
greater than $10,000,000, the Profit Payment for that fiscal year shall be
equal
to the sum of:
(a).
[(the
excess of Primasel’s total cumulative revenues for the Profit Payment Term
Portion over $10,000,000) divided by (Primasel’s total cumulative revenues for
the Profit Payment Term Portion)] x [the Net Profit] x [thirty-five percent
(35%)]; minus
(b). all
Profit Payments previously paid to Seller under this Section 2.2.”
[Remainder
of Page Intentionally Left Blank]
2. Documents
Otherwise Unchanged.
Except
as expressly provided herein, the Agreement shall remain unchanged and in full
force and effect. Each reference to this Agreement, or words of similar import
in the Agreement shall
be
deemed to be references to the Agreement, as amended hereby and
as
the same may be further amended, restated, supplemented and otherwise modified
and in effect from time to time.
3. Miscellaneous.
This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Amendment by signing such counterpart.
IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
duly authorized officers or representatives on the dates set forth below to
be
effective as of the date set forth on the first page of this
Amendment.
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Fanrock
Investments Limited
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By:
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/s/
Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxx
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Title:
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President
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PURCHASER:
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InfoSonics
Corporation
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By:
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/s/
Xxxx Xxxxxxxx
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Xxxx
Xxxxxxxx
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Title:
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Chief
Financial Officer
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