FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Exhibit
2.1.1
THIS FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT (this “Amendment”) is
entered into as of the 30th day of November 2009, by and among Altec Lansing,
LLC (f/k/a Audio Technologies Acquisition, LLC), a Delaware limited liability
company (“Purchaser”), Audio
Technologies Acquisition B.V., a private limited liability company organized
under the laws of the Netherlands (“Purchaser BV”),
Plantronics, Inc., a Delaware corporation (“Parent”), and
Plantronics B.V., a private limited liability company organized under the laws
of the Netherlands (“BV” and, together
with Parent, the “Sellers” and each, a
“Seller”).
A. Purchaser
and Sellers entered into that certain Asset Purchase Agreement dated as of
October 2, 2009 (the “APA”); capitalized
terms not otherwise defined in this Amendment shall have the meanings ascribed
to such terms in the APA;
B. Pursuant
to Section 8.21(a) of the APA, Purchaser BV is hereby joining the APA as a party
thereto; and
C. Purchaser and Sellers
desire to extend the Closing until December 1, 2009 and to amend certain
provisions of the APA as set forth herein.
NOW, THEREFORE, in consideration of the mutual
covenants, agreements, representations, and warranties contained herein and in
the APA, the parties agree as follows:
1. Definition of November
Adjustment Amount. The following definition shall be added to
Section 1.1 of the APA:
“‘November Adjustment
Amount’ means $1,800,000.”
2. Definition of Retained
Business Employee. The definition of Retained Business Employee set forth
in Section 1.1 of the APA is hereby deleted
3. Definition of Target Net
Asset Value. The definition of Target Net Asset Value set
forth in Section 1.1 of the APA is hereby deleted and replaced in its entirety
with the following language:
“‘Target Net Asset
Value’ means twenty million four hundred thousand dollars
($20,400,000).”
4. Definition of Transferred
Contra Accounts Receivable Reserves. The definition of
Transferred Contra Accounts Receivable Reserves set forth in Section 1.1 of the
APA is hereby deleted and replaced in its entirety with the following
language:
“‘Transferred Contra Accounts
Receivable Reserves’ means the reserves defined on Schedule 2.5(a)
as comprising account numbers 11149 excluding amounts included in company 40
(BV), subaccount 88 (Altec BV), 11152, 11210 and Part 1 of account number 11200,
less Supplemental Seller-Retained Contra AR in the amount of $2,500,000.”
5. Definition of Transferred
Unregistered IPR. The definition of Transferred Unregistered
IPR set forth in Section 1.1 of the APA is hereby deleted and replaced in its
entirety with the following language:
“Transferred Unregistered
IPR” means the processes, methodologies, or institutional knowledge of
the Sellers with regard to the Business listed in Section 14(a) of the Asset
Schedule.
6. Section 2.4 – Acquisition
Consideration. Section 2.4 of the APA is hereby deleted and
replaced in its entirety with the following language:
“Acquisition
Consideration.
(a) The
aggregate consideration for the purchase and sale of the Acquired Assets shall
be (i) subject to Section 2.5, Section 8.22(a) and Section 10.3 below, eighteen
million dollars ($18,000,000) minus the amount of the
November Adjustment Amount (the “Purchase Price”), and
(ii) the assumption of the Assumed Liabilities (together with the Purchase
Price, the “Total
Consideration”).
(b) Subject
to Section 2.5 below, fifteen million five hundred thousand dollars
($15,500,000) minus the
amount of the November Adjustment Amount (the “Closing Purchase
Price”) less the Total Escrow Amount and less the Second Closing Escrow
Amount shall be paid in cash or immediately available funds to Parent on the
Closing Date by electronic wire transfer to an account or accounts of Parent
designated by Sellers at least three (3) days prior to the Closing
Date. On January 29, 2010, two million five hundred thousand dollars
($2,500,000) of the Purchase Price, which is the Supplemental Seller-Retained
Contra AR, will be paid to Parent in the manner and according to the terms set
forth in Section 8.22(a).”
7.
Section 2.5 –
Net Asset Value Adjustment. Section 2.5 of the APA is hereby
deleted and replaced in its entirety with the following language:
“(a) No
later than twenty (20) days after the Closing Date, Parent shall cause to be
prepared and delivered to Purchaser the Closing Statement (as defined below) and
a certificate based on such Closing Statement setting forth Parent’s calculation
of the Net Asset Value (as defined below). The closing statement (the
“Closing
Statement”) shall present the Net Asset Value as of the close of business
on the Closing Date (“Closing Net Asset
Value”). “Net Asset Value”
means the sum of the following:
(i) the amount of Altec Inventory, minus
(ii) the amount of the Inventory Reserves,
minus
(iii) the amount of Transferred Contra
Accounts Receivable Reserves, plus
(iv) the amount of Fixed Assets, minus
(v) the amount of Accrued Warranty, minus
(vi) the amount of Makers
Claims.
in each case
as determined in accordance with GAAP consistently applied with the same degree
of conservatism applied by Parent in the preparation of its Audio Entertainment
Group segment financial statements (the “Agreed
Principles”).
(b) If
Purchaser disagrees with Parent’s calculation of the Closing Net Asset Value
delivered pursuant to Section 2.5(a), Purchaser may, within forty-two (42) days
after delivery of the Closing Statement, deliver a notice to Parent disagreeing
with such calculation and setting forth Purchaser’s calculation of such
amount. Any such notice of disagreement shall specify those items or
amounts as to which Purchaser disagrees, and Purchaser shall be deemed to have
agreed with all other items and amounts contained in the Closing Statement and
the calculation of Net Asset Value delivered pursuant to Section
2.5(a). If Purchaser does not deliver a notice of disagreement within
the forty-two-day period specified in the first sentence of this Section 2.5(b),
then Purchaser shall be deemed to have agreed to the Closing
Statement.
(c) If
a notice of disagreement shall be duly delivered pursuant to
Section 2.5(b), Purchaser and Parent shall, during the fourteen (14) days
following such delivery, use their commercially reasonable efforts to reach
agreement on the disputed items or amounts in order to determine, as may be
required, the amount of Closing Net Asset Value, which amount shall not be more
than the amount thereof shown in Parent’s calculation delivered pursuant to
Section 2.5(a) nor less than the amount thereof shown in Purchaser’s
calculation delivered pursuant to Section 2.5(b). If the parties
so resolve all disputes, the computation of Closing Net Asset Value, as amended
to the extent necessary to reflect the resolution of the dispute, shall be
conclusive and binding on the parties. If during such period,
Purchaser and Parent are unable to reach an agreement, they shall promptly
thereafter cause the Independent Accountant to review this Agreement and the
remaining disputed items or amounts for the purpose of calculating Closing Net
Asset Value (it being understood that in making such calculation, the
Independent Accountant shall be functioning as an expert and not as an
arbitrator). Promptly upon referral of the remaining disputes to the Independent
Accountant, (i) Parent shall submit the Closing Statement and its
calculation of the Net Asset Value and Purchaser shall submit its calculation of
the Net Asset Value and its notice of disagreement, in both cases together with
all supporting documentation and work papers, (ii) each party shall
reasonably cooperate with the Independent Accountant and promptly respond to any
requests for additional information or documents, (iii) each party shall
execute the Independent Accountant’s standard form of engagement letter,
(iv) each party will be afforded the opportunity to present to the
Independent Accountant any material relating to the determination of the matters
in dispute and to discuss such determination with the Independent Accountant;
and (v) the Independent Accountant shall consider only those items or
amounts in the Closing Statement and Purchaser’s calculation of Closing Net
Asset Value as to which Parent and Purchaser have disagreed. The
Independent Accountant shall deliver to Purchaser and Parent, as promptly as
practicable (but in any case no later than thirty days from the date of
engagement of the Independent Accountant), a report setting forth such
calculation, which amount shall not be more than the amount thereof shown in
Parent’s calculation delivered pursuant to Section 2.5(a) nor less than the
amount thereof shown in Purchaser’s calculation delivered pursuant to Section
2.5(b). Such report shall be conclusive and binding on the
parties. The fees, costs and expenses of the Independent Accountant’s
review and report shall be allocated to and borne by Purchaser and Parent based
on the inverse of the percentage that the Independent Accountant’s determination
(before such allocation) bears to the total amount of the total items in dispute
as originally submitted to the Independent Accountant. For example,
should the items in dispute total in amount to $1,000 and the Independent
Accountant awards $600 in favor of Parent’s position, 60% of the costs of its
review would be borne by Purchaser and 40% of the costs would be borne by
Sellers.
(d) Purchaser
and Parent shall, and shall cause their respective representatives to, cooperate
and assist in the calculation of Closing Net Asset Value and in the conduct of
the review referred to in this Section 2.5, including the making available to
the extent reasonably necessary of books, records, work papers and
personnel.
(e) If
the Target Net Asset Value exceeds Final Net Asset Value (as defined below),
Parent shall pay to Purchaser, in the manner and with interest as provided in
Section 2.5(f), the amount of such excess (the “Asset Shortfall”) as
an adjustment to the Purchase Price. If Final Net Asset Value exceeds
the Target Net Asset Value, Purchaser shall pay to Parent in the manner and with
interest as provided in Section 2.5(f), the amount of such excess (the “Excess Assets”) as an
adjustment to the Purchase Price and shall direct the Escrow Agent to release
$1,000,000 of the Total Escrow Amount from the Escrow Fund to Parent in
accordance with Section 10.3 hereof and the Escrow Agreement. “Final Net Asset
Value” means Closing Net Asset Value (i) as shown in Parent’s calculation
delivered pursuant to Section 2.5(a) if no notice of disagreement
with respect thereto is duly delivered pursuant to Section 2.5(b); or (ii)
if such a notice of disagreement is delivered, (A) as agreed by Purchaser
and Parent pursuant to Section 2.5(c) or (B) in the absence of such agreement,
as shown in the Independent Accountant’s calculation delivered pursuant to
Section 2.5(c); provided, that in no
event shall Final Net Asset Value be more than Parent’s calculation of Closing
Net Asset Value delivered pursuant to Section 2.5(a) or less than Purchaser’s
calculation of Closing Net Asset Value delivered pursuant to Section
2.5(b).
(f) Any
payment pursuant to Section 2.5(e) shall
be made at a mutually convenient time and place within three (3) Business Days
after Final Net Asset Value has been determined by wire transfer by Purchaser or
Parent, as the case may be, of immediately available funds to the account of
such other party as may be designated in writing by such other
party. The amount of any payment to be made pursuant to Section 2.5(e) shall
bear interest from and including the Closing Date to but excluding the date of
payment at a rate per annum equal to the rate of interest published by The Wall
Street Journal, Eastern Edition, from time to time as the “prime rate” at the
large U.S. money center banks during the period from the Closing Date to the
date of payment. Such interest shall be payable at the same time as
the payment to which it relates and shall be calculated daily on the basis of a
year of 365 days and the actual number of days elapsed.”
8. Section 4.1 – Closing
Date. Section 4.1 of the APA is hereby deleted and replaced in
its entirety with the following language:
“Closing
Date. The closing of the sale and transfer of the Acquired Assets
(hereinafter called the “Closing”) shall take
place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional
Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 a.m.
local time on the later to occur of (a) December 1, 2009 and (b) the second
Business Day immediately following the satisfaction or waiver of the conditions
set forth in Article IX (other than those conditions that by their nature are to
be satisfied at Closing, but subject to satisfaction or waiver of such
conditions) and the waiver of Section 11.1(b), or
at such other time, date and place as shall be fixed by agreement of Sellers and
Purchaser (such date of the Closing being herein referred to as the “Closing
Date”).”
9. Section 5.11(g) – Employee
Matters and Benefit Plans. Section 5.11(g) of the APA is
hereby deleted and replaced in its entirety with the following
language:
“(g) As of the
Closing Date, each International Business Employee is lawfully employed and
entitled to work for a Seller. Other than the Transitioning Employees,
there are no employees of any Seller whose employment is primarily subject to
the laws of any non-United States jurisdiction and (i) who spend substantially
all of their working hours dedicated to the Business or could be considered to
be wholly or mainly assigned to the Business or (ii) whose employment agreements
are subject to automatic transfer to Purchaser BV or Purchaser WOFE pursuant to
the Transfer Regulations as a result of the Acquisition.”
10. Section 8.8 – Employee
Matters. Section 8.8(a) of the APA is hereby deleted and
replaced in its entirety with the following language:
“(a) Employment
Offers. Except as otherwise provided by Section 8.8(b), each
of the Business Employees shall be offered employment by Purchaser no later than
November 30, 2009, to be effective as of the Closing (or, if the Business
Employee is on a medical leave of absence and is receiving benefits under
Sellers’ short or long-term disability plans and Purchaser would not be able to
provide similar disability benefits to such Business Employee during the leave
of absence, effective from and after the date such Business Employee returns to
active employment) (the “Employment Offer”),
which offers may be conditioned upon the occurrence of the Closing. Business
Employees who accept Employment Offers and actually (i) commence employment
with Purchaser on the Closing Date, or (ii) on the Closing Date are on a leave
previously approved by a Seller or authorized by applicable law (the “Transitioning
Employees”) shall become employees of Purchaser effective on the Closing
Date (or, with respect to any Business Employees on a leave of absence, on the
date such Business Employee returns to active employment) and their employment
with a Seller or any Subsidiaries shall cease on the same date. Except as
otherwise provide by Section 8.8(b), each offer of employment shall provide for
the Business Employee (to the extent such Business Employee becomes a
Transitioning Employee), to receive compensation and employee benefits that are
in the aggregate at least substantially comparable to the compensation and
employee benefits provided to similarly situated employees in the same industry
and geographic region as the Business or that are substantially equivalent, in
the aggregate, to the compensation and employee benefits provided to similarly
situated employees of Purchaser and its Affiliates. Sellers agree to
cooperate in good faith with Purchaser to achieve the acceptance of all of the
Employment Offers. Sellers agree to promptly notify Purchaser in the
event that, prior to the Closing Date, any Business Employee who received an
Employment Offer (i) ceases for any reason to be employed by a Seller or
any of their respective Subsidiaries, or (ii) notifies a Seller of his or
her intention to terminate employment with a Seller or any of their respective
Subsidiaries or to reject an Employment Offer.”
11. Section 8.14 – Further
Agreements. Section 8.14 of the APA is hereby deleted and
replaced in its entirety with the following language:
“Further
Agreements. Within forty-eight (48) hours after the Closing
Date, Parent and Purchaser will enter into one or more agreements with respect
to the following reasonably acceptable to Sellers:
(a) Supply and Reseller
Agreement. An agreement under which Purchaser will (i) supply
to Parent the Altec Products set forth on Schedule 8.14(a)(i) (the “Wireless Carrier
Products”) and Schedule 8.14(a)(ii) (the “B2B Products”) on
reasonable terms and conditions and most favored nation pricing, (ii) not cease
to manufacture and supply such products to Parent without giving Parent at least
six (6) months prior written notice, the right to make a life-time purchase and
the right to continue to directly purchase such products from Purchaser’s
suppliers of such products, (iii) grant Parent the exclusive right to resell the
Wireless Carrier Products to any wireless carrier in the United States (“U.S. Wireless
Carriers”) until June 30, 2010, or such later date as the parties may
agree and (iv) grant Parent the exclusive right to resell the B2B Products to
commercial distributors.
(b) EOL
Products. In the event that Purchaser determines that it will
no longer produce, market, sell or manufacture (or have manufactured) an Altec
Product listed on Schedule 8.14(b) (the “EOL Products”),
Purchaser shall notify Parent no less than six (6) months prior to Purchaser
ceasing to produce or manufacture such EOL Product. Such notice shall
identify the EOL Product and the date that Purchaser intends to cease production
of such EOL Product. Upon receipt of such notice, Parent will have
the right to make a life-time purchase and the right to continue to directly
purchase such EOL Products from Purchaser’s suppliers of such EOL
Products.”
12. Section 8.19 – Oracle
Software License. Section 8.19(b) of the APA is hereby deleted
and replaced in its entirety with the following language:
“(b) With
respect to the Purchaser Oracle Software License and completion and installation
of the Oracle Clone, Purchaser shall be solely responsible for all purchase,
maintenance, support and licensing costs payable to Oracle in respect of the
Oracle Clone or otherwise, including, without limitation, any and all licensing
fees and expenses with respect to the WebLogic database and application server.
Purchaser recognizes and agrees that it must obtain all required licenses
necessary to install, access, modify and run the Oracle Clone on or before the
Closing Date. No later than July 31, 2010, Sellers shall transfer to Purchaser
all right and title to, and sole possession of, the Oracle Clone in its entirety
and shall provide such resources contemplated by the Transition Services
Agreement in respect of such transfer, and Purchaser shall pay all fees,
expenses and costs associated with such resources pursuant to the Transition
Services Agreement. Purchaser agrees to pay for any costs related to
the migration of software and hardware to new location designated by
Purchaser.”
13. Section 8.22 – Post-Closing
Amounts. Section 8.22 of the APA is hereby deleted and
replaced in its entirety with the following language:
“(a) Deductions Against Accounts
Receivable (“AR”) of Parent. Following the Closing, customers
of Purchaser may deduct amounts from AR retained by Parent. The
parties shall account for and provide proper payment for these deductions in
accordance with the procedures set forth in Schedule 8.22(a). On
January 29, 2010, cash in the amount of $2,500,000 will be paid by Purchaser to
Sellers to the extent Sellers have settled deductions in this amount with
customers related to the obligations pursuant to the Contra AR liabilities
either assumed by Purchaser or retained by the Sellers as the Supplemental
Seller-Retained Contra AR.
(b) Deductions Against AR of
Purchaser. Following the Closing, customers of Purchaser may
deduct amounts owed by Parent in respect of Excluded Liabilities from AR of
Purchaser. The parties shall account for and to provide proper
payment for these deductions in accordance with the procedures set forth in
Schedule 8.22(b).
(c) Cash Received by Parent
Related to Purchaser’s AR. Following the Closing, the parties
anticipate that customers of Purchaser may send payment to Parent which is
otherwise owed to Purchaser. The parties shall provide for proper documentation
of and payment for these payments in accordance with the procedures set forth in
Schedule 8.22(c).
(d) Cash Received by Purchaser
Related to Parent’s AR. Following the Closing, the parties
anticipate that customers of Parent may send payment to Purchaser which is
otherwise owed to Parent. The parties shall provide for proper documentation of
and payment for these payments in accordance with the procedures set forth in
Schedule 8.22(d).
(e) Dispute
Resolution. In the event that the parties are unable to agree
on the amounts owed pursuant this Section 8.22, including the schedules
referenced herein, the parties shall make a good faith attempt to resolve any
dispute arising out of or relating to this Section 8.22, including the
schedules referenced herein, through informal negotiation between appropriate
representatives from each of the parties. If at any time either party
feels that such negotiations are not leading to a resolution of the dispute,
such party may send written notice (a “Dispute Notice”) to
the other party describing the dispute and requesting a meeting (whether in
person or via teleconference) of the senior executives from each
party. Within five (5) Business Days after such Dispute Notice has
been delivered, each party shall select appropriate senior executives (e.g.,
director or V.P. level) of each party who shall have the authority to resolve
the matter and such senior executives shall meet to attempt in good faith to
negotiate a resolution of the dispute prior to pursuing other available
remedies. During the course of such negotiations, all reasonable requests for
information pertinent to the dispute made by one party from the other shall be
honored as promptly as practicable. If the parties are unable to resolve such
disputed charges within thirty (30) days of delivery of the Dispute Notice, the
aggrieved party may elect, by written notice to the other party within ten (10)
days following the end of such thirty (30) day period, to refer the dispute to
an Independent Accountant for resolution. As promptly as possible
following such referral, (i) each party shall submit its calculations of
the amounts due, if any, and all supporting documentation, (ii) each party
shall reasonably cooperate with the Independent Accountant and promptly respond
to any requests for additional information or documents, (iii) each party
shall execute the Independent Accountant’s standard form of engagement letter,
and (iv) each party will be afforded the opportunity to present to the
Independent Accountant any material relating to the determination of the matters
in dispute and to discuss such determination with the Independent
Accountant. The Independent Accountant shall deliver to Purchaser and
Parent, as promptly as practicable (but in any case no later than thirty days
from the date of engagement of the Independent Accountant), a report setting
forth a resolution of the matters described in the Dispute Notice, including a
calculation of the amounts, if any, due to either party. Such report
shall be conclusive and binding on the parties. The fees, costs and
expenses of the Independent Accountant’s review and report shall be allocated to
and borne by Purchaser and Parent based on the inverse of the percentage that
the Independent Accountant’s determination (before such allocation) bears to the
total amount of the total items in dispute as originally submitted to the
Independent Accountant. For example, should the items in dispute
total in amount to $1,000 and the Independent Accountant awards $600 in favor of
Parent’s position, 60% of the costs of its review would be borne by Purchaser
and 40% of the costs would be borne by Sellers.”
14. Sections 9.2(d) and 9.3(o) –
Further Agreements. The language contained in each of Sections
9.2(d) and 9.3(o) of the APA is hereby deleted and replaced in its entirety with
the following language: “Intentionally Omitted.”
15. Section 10.2(e) –
Limitations and Conditions Applicable to Purchaser. Section
10.2(e)(ii) of the APA is hereby deleted and replaced in its entirety with the
following language:
“(ii) Parent
shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate
Damages under Section 10.2(a)(i) in excess of $1,500,000 (whether or not such
Damages are paid from the Escrow Fund) (the “Cap”), provided,
that, there shall be no Cap with respect to (x) the failure to be true and
correct of any of the Specified Representations or the Extended Representations
or (y) any Claim arising out of any fraudulent or intentional and knowing
misrepresentation by Sellers. For the avoidance of doubt, the Cap shall not
apply with respect to Claims arising from or relating to those matters referred
to in Sections 10.2(a)(ii), 10.2(a)(iii) or 10.2(a)(iv), provided, that, Parent
shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate
Damages pursuant to this Agreement in excess of the Purchase Price.”
16. Section 10.2(f) –
Limitations and Conditions Applicable to Seller. Section
10.2(f)(ii) of the APA is hereby deleted and replaced in its entirety with the
following language:
“(ii) Purchaser
shall not be obligated to indemnify Seller Indemnified Parties for aggregate
Damages under Section 10.2(b)(i) in excess of $1,500,000 (the “Seller
Cap”). provided, that, the Seller Cap shall not apply to any
Claims arising out of any fraudulent or intentional and knowing
misrepresentation by Purchaser. For the avoidance of doubt, the Seller Cap shall
not apply with respect to Claims arising from or relating to those matters
referred to in Sections 10.2(b)(ii), 10.2(b)(iii), 10.2(b)(iv), 10.2(b)(v) or
10.2(b)(vi), provided, that, Purchaser shall not be obligated to indemnify
Seller Indemnified Parties for aggregate Damages pursuant to this Agreement in
excess of the Purchase Price.”
17. Section 11.1 –
Termination. Section 11.1(b) of the APA is hereby deleted and
replaced in its entirety with the following language:
“(b) by
Purchaser or Sellers if: (i) the Closing has not occurred by December 1,
2009 (the “End
Date”); provided, however, that the
right to terminate this Agreement under this Section 11.1(b) shall not be
available to any party whose failure or whose Affiliate’s failure to perform any
material covenant contained in this Agreement has been the cause of, or resulted
in, the failure of the Closing to occur on or before such date; (ii) there
shall be a final nonappealable Order of a Governmental Entity of competent
jurisdiction in effect restraining, enjoining or otherwise preventing
consummation of the Acquisition; it being agreed that, subject to the last
sentence of Section 8.6 above, the parties hereto shall promptly appeal any
adverse determination which is not nonappealable (and pursue such appeal with
reasonable diligence); or (iii) there shall be any statute, rule,
regulation or order enacted, promulgated or issued or deemed applicable to the
Acquisition that would make consummation of the Acquisition
illegal.”
18. The
APA. All other terms and provisions of the APA not expressly
modified by this amendment shall remain in full force and effect and are hereby
expressly ratified and confirmed.
19. Titles. The
titles of the articles, sections and subsections of this Amendment are for
convenience of reference only and shall not be considered a part of or affect
the construction or interpretation of any provisions of this amendment.
* * * * *
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
day and year first above written.
PURCHASER:
ALTEC LANSING,
LLC
By: ___________________________________
Name:
Title:
Address:
PURCHASER
BV:
AUDIO TECHNOLOGIES
ACQUISITION B.V.
By: ___________________________________
Name:
Title:
Address:
SELLERS:
PLANTRONICS,
INC.
By: ___________________________________
Name:
Title:
Address:
PLANTRONICS
B.V.
By: ___________________________________
Name:
Title:
Address:
