STOCK PURCHASE AND SALE AGREEMENT
This
Stock Purchase and Sale Agreement (the “Agreement”) dated as of January 19,
2005, 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”). For purposes of this Agreement, each of Seller
and Buyer may be referred to individually as a “Party,” and Seller and Buyer may
be referred to collectively as the “Parties.”
WHEREAS,
Seller owns all of the issued and outstanding shares of common stock (the
“Primasel Stock”) in Primasel S.A., a corporation organized under the laws of
Uruguay (“Primasel”);
WHEREAS,
MultiRadio S.A., a corporation organized under the laws of Argentina
(“MultiRadio”), is a party to a certain distribution agreement, dated January 1,
2005, with Samsung (the “Distribution Agreement”);
WHEREAS,
Buyer desires to purchase from Seller, and Seller desires to sell to Buyer,
the
Primasel Stock, subsequent to MultiRadio assigning its rights, title, and
interest in the Distribution Agreement to Primasel, pursuant to the terms of
this Agreement.
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. Transfer
of Primasel Stock.
Upon
the terms and conditions contained in this Agreement, at the Closing, Seller
will sell, assign, convey, transfer, and deliver to Buyer, and Buyer will
purchase and acquire from Seller, all of Seller’s right, title and interest in
an to the Primasel Stock free and clear of all liens, security interests, and
any other encumbrances or charges of any kind.
2. Purchase
Price.
In
consideration of the aforesaid sale, assignment, conveyance, transfer, and
delivery of the Primasel Stock, Buyer will pay or cause to be paid to Seller,
on
the dates set forth below, the purchase price determined as follows (the
“Purchase Price”):
2.1. Buyer
will issue to Seller shares of the Buyer’s common stock, $0.001 par value (the
“InfoSonics Common Stock”) on the dates and in the amounts set forth below if
Primasel meets the revenue amounts indicated below. As used in this Agreement,
the terms “revenue” and “revenues” shall mean revenues for which payment has
been received and will not include accrued but unpaid revenue:
2.1.1. If
at any
time during the period beginning on the date of Closing and ending on the third
anniversary of Closing (the “Purchase Price Term”), the total cumulative
revenues of Primasel for the Purchase Price Term are equal to or greater than
$5,000,000, then no later than the last day of the calendar month following
the
month in which this total cumulative revenues amount occurs, Buyer shall issue
to Seller 37,500 shares of InfoSonics Common Stock.
2.1.2. If
at any
time during the Purchase Price Term the total cumulative revenues of Primasel
for the Purchase Price Term are equal to or greater than $7,500,000, then no
later than the last day of the calendar month following the month in which
this
total cumulative revenue amount occurs, Buyer shall issue to Seller an
additional 37,500 shares of InfoSonics Common Stock.
2.1.3. If
at any
time during the Purchase Price Term the total cumulative revenues of Primasel
for the Purchase Price Term are equal to or greater than $10,000,000, then
no
later than the last day of the calendar month following the month in which
this
total cumulative revenue amount occurs, Buyer shall issue to Seller an
additional 22,500 shares of InfoSonics Common Stock.
2.1.4. If
at any
time during the Purchase Price Term the total cumulative revenues of Primasel
for the Purchase Price Term are equal to or greater than $15,000,000, then
no
later than the last day of the calendar month following the month in which
this
total cumulative revenue amount occurs, Buyer shall issue to Seller an
additional 22,500 shares of InfoSonics Common Stock.
For
purposes of determining the value of the shares of InfoSonics Common Stock
issued to Seller, each share of InfoSonics Common Stock issued to Seller shall
be valued as equal to the average of the closing prices of InfoSonics Common
Stock on the American Stock Exchange for the first five trading days of the
calendar month in which the shares are to be issued to Seller.
2.2. In
addition to the shares of InfoSonics Common Stock set forth in Section 2.1,
Buyer shall also pay to Seller with respect to each fiscal year or partial
fiscal year included in the Profit Payment Term (as defined below), a portion
of
Primasel’s Net Profit, as “Net Profit” is defined below (the “Profit Payment”),
determined as follows: (with “x” meaning “multiplied by”):
2.2.1. If
Primasel’s total cumulative revenues for the Profit Payment Term Portion are
less than or equal to $5,000,000, the Profit Payment for that fiscal year shall
be equal to the sum of:
(a). seventy-five
percent (75%) of Primasel’s Net Profit (as defined below); minus
(b). all
Profit Payments previously paid to Seller under this Section 2.2.
2.2.2. If
Primasel’s total cumulative revenues for the Profit Payment Term Portion (as
defined below) are greater than $5,000,000 and less than or equal to
$10,000,000, the Profit Payment for that fiscal year shall be equal to the
sum
of:
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(a). [$5,000,000
divided by (Primasel’s total cumulative revenues for the Profit Payment Term
Portion)] x [the Net Profit] x [seventy-five percent (75%)]; plus
(b). [(the
excess of Primasel’s total cumulative revenues for the Profit Payment Term
Portion over $5,000,000) divided by (Primasel’s total cumulative revenues for
the Profit Payment Term Portion)] x [the Net Profit] x [sixty percent (60%)];
minus
(c). all
Profit Payments previously paid to Seller under this Section 2.2.
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). [$5,000,000
divided by (Primasel’s total cumulative revenues for the Profit Payment Term
Portion)] x [the Net Profit] x [seventy-five percent (75%)]; plus
(b). [$5,000,000
divided by (Primasel’s total cumulative revenues for the Profit Payment Term
Portion)] x [the Net Profit] x [sixty percent (60%)]; plus
(c). [(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 [fifty percent (50%)];
minus
(d). all
Profit Payments previously paid to Seller under this Section 2.2.
2.2.4 Buyer
will use commercially reasonable efforts and reasonably available corporate
resources to provide financing to Primasel to support the sales levels of
Primasel. Buyer shall charge its pro-rata share of any general and
administrative costs and expenses incurred by Buyer for which Primasel incurs
a
benefit from, including but no limited to, appropriate insurance and financing
costs.
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The
Profit Payment shall be calculated with respect to each fiscal year end of
Primasel occurring during the Profit Payment Term and also with respect to
the
fiscal year end for the fiscal year in which the Profit Payment Term ends.
The
Profit Payment shall be paid annually, within ninety days after the end of
the
fiscal year for which it relates, for a period beginning on the date of Closing
and ending upon the termination or expiration of the Agency Agreement, as
defined in Section 3.1.2 below. This period beginning on the date of the Closing
and ending at the “Profit Payment Term Finalization” as defined in section 2.2.5
is referred to in this Agreement as the “Profit Payment Term”. In the event that
the Profit Payment Term includes a portion, but not all, of a full fiscal year,
then the Profit Payment for that fiscal year shall be prorated for the portion
of that fiscal year included in the Profit Payment Term, except that with
respect to the first fiscal year end occurring during the Profit Payment Term,
the Net Profit shall be determined only for the revenues and expenses from
that
fiscal year that occur during the Profit Payment Term, and no such prorating
shall occur. For purposes of this Section 2.2, “Net Profit” shall be defined to
equal the Company’s total cumulative revenue for the Profit Payment Term Portion
minus all the Company’s expenses for the Profit Payment Term Portion, with such
Company expenses to include, but not be limited to: (i) any amounts payable
for
services to MultiRadio pursuant to the terms of the Agency Agreement, (ii)
the
following amount payable to Buyer: three percent (3%) multiplied by the excess
of Company’s total cumulative revenue for the Profit Payment Term Portion over
the total of the Company’s expenses for the Profit Payment Term Portion, with
the expenses described in this clause (ii) not to include any amounts payable
for services to MultiRadio pursuant to the terms of the Agency Agreement, and
(iii) any sales and related expenses incurred by InfoSonics Corporation within
the Territory. As used in this Agreement, the term “Profit Payment Term Portion”
shall mean that portion of the Profit Payment Term that has occurred from the
date of Closing through the end of the fiscal year for which Net Profit is
being
determined.
2.2.5:
Notwithstanding anything to the contrary in this Agreement, if, for any twelve
consecutive month period during the Profit Payment Term, Primasel's revenues
do
not exceed $100,000, Buyer's obligations to pay Seller a Profit Payment under
this Section 2.2 shall terminate, and no future Profit Payment shall be due
and
owed to Seller. The date when Buyer’s obligation to pay Seller a Profit Payment
ends due to this section, is defined as “Profit Payment Term
Finalization.”
3. Deliveries
At Closing.
The
transactions contemplated by this Agreement shall be consummated at a closing
(the “Closing”) to be held at the time of signing of this Agreement by all the
Parties.
3.1. At
Closing, Seller shall deliver to Buyer the following:
3.1.1. A
stock
certificate or certificates representing the Primasel Stock, accompanied by
a
stock power duly endorsed to Buyer.
3.1.2. The
Agency Agreement, in the form of Exhibit A attached hereto, signed on
behalf of MultiRadio, Primasel, and Xx. Xxxxxx X. Xxxxxxxx, and dated as of
the
date of the Closing (the “Agency Agreement”).
3.1.3. The
Mutual Non-Disclosure Agreement in the form of Exhibit B attached hereto, signed
on behalf of Seller, MultiRadio, and Xx. Xxxxxx X. Xxxxxxxx.
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3.1.4. The
Assignment and Assumption Agreement, in the form of Exhibit C attached hereto,
assigning all of MultiRadio’s right, title, and interest in the Distribution
Agreement, to Primasel, signed on behalf of MultiRadio and Primasel (the
“Assignment and Assumption Agreement”).
3.1.5. If
required pursuant to the terms of the Distribution Agreement, the written
consent of Samsung to the assignment of MultiRadio to Primasel of the
Distribution Agreement, in a form reasonably satisfactory to the
Buyer.
3.1.6. A
copy of
this Agreement, duly executed and properly authorized by Seller.
3.1.7. At
and
after Closing, such additional and customary documents necessary to carry out
or
complete the transaction set forth in this Agreement that may be reasonably
requested by Buyer.
3.2. At
Closing, Buyer shall deliver to Seller the following:
3.2.1. The
Mutual Non-Disclosure Agreement in the form of Exhibit B attached hereto, signed
on behalf of Buyer.
3.2.2. A
copy of
this Agreement, duly executed and properly authorized by Buyer.
3.2.3. At
and
after Closing, Buyer shall deliver such additional and customary documents
necessary to carry out or complete the transaction set forth in this Agreement
that may be reasonably requested by Seller.
4. Representations
And Warranties By Seller.
Seller
hereby represents and warrants to Buyer that the following are true and correct
as of the date of the execution of this Agreement and that the following shall
be true and correct as of the Closing:
4.1. Each
of
Seller and Primasel are duly organized, validly existing, and in good standing
under the laws of the countries of the British Virgin Islands and Uruguay,
respectively. Primasel is duly qualified to do business as a foreign corporation
and is in good standing under the laws of each jurisdiction in which its
business, as is now being conducted, shall require it to be so qualified. Seller
has delivered to Buyer a true, complete, and correct copy of the organizational
documents of Primasel as currently in effect.
4.2. Seller
has full corporate power and authority to execute and deliver this Agreement
and
to consummate the transactions contemplated by it hereby. The execution and
delivery of this Agreement by Seller and the consummation by Seller of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action required on the part of Seller and this Agreement
has
been duly and validly executed and delivered by Seller. This Agreement
constitutes the legal, valid and binding agreement of Seller, enforceable
against Seller in accordance with its terms.
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4.3. There
are
no actions, suits, investigations, or proceedings at law or in equity by or
before any court, governmental instrumentality, commission, or other agency
now
pending or threatened or against or affecting Seller or the Primasel Stock
or
any of their respective properties or rights, before any court, arbitrator,
or
administrative or governmental body which may result in an adverse change in
the
business or conditions, financial or otherwise, of Primasel. Further, Seller
is
not in default with respect to any order, writ, injunction, or decree of any
court or any governmental agency or department.
4.4. No
consent, approval, authorization, permit or license from any federal, state,
or
local regulatory authority is required in connection with Seller’s obligations
with respect to the transactions contemplated herein. Seller is not a party
to
or otherwise subject to any contract or agreement which restricts or otherwise
affects Seller’s right or ability to undertake the transactions contemplated
hereby or the performance of any of its respective terms. Seller’s execution of
this Agreement will not violate any provision of law or any agreement previously
entered into, other than those for which Seller shall obtain all required
consents or waivers prior to Closing.
4.5. No
tax
liability, including without limitation, income tax liability, of any nature,
is
now past due or has been asserted against Primasel or the Primasel Stock by
any
taxing authority.
4.6. Neither
this Agreement nor any other document, certificate, or statement furnished
to
Buyer by Seller or any partner, employee, or affiliate of Seller or, to the
best
knowledge of Seller, by any third party in connection with the transactions
contemplated hereby, contains any untrue statement of material fact or omits
to
state a material fact necessary in order to make the statements contained herein
and therein not misleading.
4.7. The
Primasel Stock constitutes all of the issued and outstanding shares of capital
stock of Primasel and is owned beneficially and of record by Seller, free and
clear of all liens, claims, security interests, and any other encumbrances
or
charges of any kind. The Primasel Stock constitutes all of the equity interests
in Primasel, and there are no outstanding securities (including, but not limited
to options, rights, contracts, or other agreements) that are convertible into
or
exchangeable for the capital stock of Primasel.
4.8. Primasel
is not subject to any liability or obligation (whether absolute, contingent
or
otherwise) of any kind, whether direct or indirect, other than those set forth
on Exhibit C attached hereto. Primasel does not own any debt, preferred, common
or other equity securities of any kind nor any equity or other interests in
any
other business, legal entity or arrangement.
4.9. Primasel
is in compliance with all applicable laws, rules, and regulations with respect
to its business or operations.
4.10. There
are
no other restrictions on Seller’s right or ability to sell the Primasel Stock to
Buyer.
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4.11. Seller
has made available, or has caused MultiRadio to make available, to Buyer a
correct and complete copy of the Distribution Agreement. The Distribution
Agreement constitutes a legal, valid, and binding obligation of the respective
MultiRadio and the other party thereto, and is in full force an effect. There
is
no default or event which, with notice or lapse of time or both, would
constitute a default under the Distribution Agreement on the part of MultiRadio
or, to Seller’s best knowledge, on the part of the other party thereto.
4.12. Seller’s
right, title, and interest in the Distribution Agreement is transferable and
assignable to Primasel without the consent of any other party thereto, or,
if
consent of any other party to the Distribution Agreement is required, Seller
has, or will obtain prior to Closing, the written consent of such party, in
a
form reasonably satisfactory to Buyer.
4.13. Other
than pursuant to the terms of the Distribution Agreement, MultiRadio currently
does not distribute any Samsung cellular handsets or accessories. Other than
pursuant to the terms of the Agency Agreement (or, for the period between the
date hereof and the date of the Assignment and Assumption Agreement, pursuant
to
the terms of the Distribution Agreement), MultiRadio does not plan to distribute
any Samsung cellular handsets or accessories unless subcontracted by Primasel
to
perform such services.
The
foregoing representations and warranties are true and accurate as of the date
hereof, shall be true and accurate as of the Closing, and shall survive the
Closing. Seller further agrees to notify Buyer immediately in writing if any
of
the foregoing representations or warranties herein are breached or are no longer
accurate at any time prior to and including Closing.
5. Representations
And Warranties By Buyer.
Buyer
hereby represents and warrants to Seller that the following are true and correct
as of the date of the execution of this Agreement and that the following shall
be true and correct as of the Closing:
5.1. Buyer
is
duly organized, validly existing, and in good standing under the laws of the
State of Maryland and has the power and authority to carry on its business,
and
to enter into this Agreement and the transactions contemplated
hereby.
5.2. Buyer
has
full corporate power and authority to execute and deliver this Agreement and
to
consummate the transactions contemplated by it hereby. The execution and
delivery of this Agreement by Buyer and the consummation by Buyer of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action required on the part of Buyer and this Agreement
has
been duly and validly executed and delivered by Buyer. This Agreement
constitutes the legal, valid and binding agreement of Buyer, enforceable against
Buyer in accordance with its terms.
5.3. No
consent, approval, authorization, permit or license from any federal, state,
or
local regulatory authority is required in connection with Buyer’s obligations
with respect to the transactions contemplated herein. Buyer is not a party
to or
otherwise subject to any contract or agreement which restricts or otherwise
affects Buyer’s right or ability to undertake the transactions contemplated
hereby or the performance of any of its respective terms. Buyer’s execution of
this Agreement will not violate any provision of law or any agreement previously
entered into, other than those for which Buyer shall obtain all required
consents or waivers prior to Closing.
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5.4. Neither
this Agreement nor any other document, certificate, or statement furnished
to
Seller by Buyer or any partner, employee, or affiliate of Buyer or, to the
best
knowledge of Buyer, by any third party in connection with the transactions
contemplated hereby, contains any untrue statement of material fact or omits
to
state a material fact necessary in order to make the statements contained herein
and therein not misleading.
The
foregoing representations and warranties are true and accurate as of the date
hereof, shall be true and accurate as of the Closing, and shall survive the
Closing. Buyer further agrees to notify Seller immediately in writing if any
of
the representations or warranties herein are breached or are no longer accurate
at any time prior to and including the Closing.
6. Default.
If
Seller fails to comply with this Agreement for any reason, Buyer may either
enforce specific performance, terminate this Agreement or seek such other relief
as may be provided by law. If Buyer fails to comply with this Agreement for
any
reason, Seller may terminate this Agreement or seek such other relief as may
be
provided by law. In any action to enforce this Agreement or for other relief
provided by law, the prevailing Party shall be entitled to such attorneys’ fees
and expenses as may be allowed by the court, arbitrator or other judicial
body.
7. Commission.
Seller
agrees and represents that no sales fees or sales commissions will be due or
payable to anyone by Seller with respect to the transaction contemplated by
this
Agreement. Buyer agrees and represents that no sales fees or sales commissions
will be due or payable to anyone by Buyer with respect to the transaction
contemplated by this Agreement.
8. Indemnity
Agreements.
Buyer
hereby agrees to indemnify and hold harmless Seller and Seller’s members,
employees and agents against any loss, injury, damage, claim, lien, cost or
expense, including reasonable attorneys’ fees, arising because of (i) a breach
by Buyer of this Agreement or of any representations or warranties included
in
this Agreement, (ii) a claim by any broker that it represented Buyer or is
otherwise entitled to compensation in connection with this Agreement or with
the
sale of the Primasel Stock, or (iii) any other matter related to Primasel or
the
Primasel Stock which occurs after the Closing. Seller hereby agrees to indemnify
and hold harmless Buyer and its officers, directors, employees and agents
against any loss, damage, claim, lien, cost or expense, including reasonable
attorneys’ fees, arising out of (i) a breach by Seller of this Agreement or of
any representations or warranties included in this Agreement, (ii) a claim
by
any broker that it represented Seller or is otherwise entitled to compensation
in connection with this Agreement or with the sale of the Primasel Stock, or
(iii) any other matter related to Primasel or the Primasel Stock which occurs
prior to the Closing, including, but not limited to, any liability of Primasel
that Buyer has not expressly agreed to assume in writing, whether or not such
liability is set forth on Exhibit D hereto.
9. Additional
Documents; Further Assurances.
In
addition to the documents and other items specifically required to be furnished
hereunder, the Parties hereby agree that each will promptly furnish to the
other
such further documents, certificates and other instruments and take such other
action as may reasonably be requested in order to effectuate the purposes of
this Agreement.
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10. InfoSonics
Common Stock Restricted.
Seller
acknowledges that any shares of InfoSonics Common Stock acquired by it under
this Agreement shall not be registered under the Securities Act of 1933, as
amended, and that they may not be sold, offered for sale, pledged or
hypothecated in the absence of an effective registration statement as to the
securities under the Securities Act of 1933, as amended, or an opinion of
counsel satisfactory to the Buyer that such registration is not required. All
certificates representing any of the shares of InfoSonics Common Stock acquired
by Seller under this Agreement shall have endorsed thereon the following
legends:
10.1. “THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY
MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS
NOT
REQUIRED.”
10.2. Any
legend required to be placed thereon by applicable securities laws of any state
of the United States of America.
11. Notices.
All
notices, requests, demands, directions and other communications (“Notices”)
concerning this Agreement shall be in writing and shall be mailed or delivered
personally or sent by telecopier or facsimile to the applicable Party at the
address of such Party set forth below in this Section 10. When mailed, each
such
Notice shall be sent by first class by first class, certified mail, return
receipt requested, enclosed in a postage prepaid wrapper, and shall be effective
on the fifth business day after it has been deposited in the mail. When
delivered personally, each such Notice shall be effective when delivered to
the
address for the respective Party set forth in this Section 10, provided that
it
is delivered on a business day and further provided that it is delivered prior
to 5:00 p.m., local time of the Party to whom the notice is being delivered,
on
that business day; otherwise, each such Notice shall be effective on the first
business day occurring after the Notice is delivered. When sent by telecopier
or
facsimile, each such Notice shall be effective on the day on which it is sent
provided that it is sent on a business day and further provided that it is
sent
prior to 5:00 p.m., local time of the Party to whom the Notice is being sent,
on
that business day; otherwise, each such Notice shall be effective on the first
business day occurring after the Notice is sent. Each such Notice shall be
addressed to the Party to be notified as shown below:
To
Buyer:
Xxxxxx
Ram
InfoSonics
Corporation
0000
Xxxxxxx Xxxxxx Xxxxxxxxx
Xxx
Xxxxx, Xxxxxxxxxx 00000
Fax:
000-000-0000
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To
Seller:
Fanrock
Investments Limited
x/x
Xxxxxx Xxxxxxxx
Xxxxxxx
0000
Xxxxxx
Xxxxx, Xxxxxxxxx
Fax:
x00
00 0 000-0000
Either
Party may change its respective address for purposes of this Section 10 by
giving the other Party Notice of the new address in the manner set forth
above.
12. Entire
Agreement.
This
Agreement, together with the exhibits attached hereto, which are incorporated
by
reference, is the entire agreement between the parties with respect to the
subject matter hereof, and no alteration, modification or interpretation hereof
shall be binding unless in writing and signed by both parties.
13. Severability.
If any
provision of this Agreement or application to any party or circumstances shall
be determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances, other than those as to which
it is so determined invalid or unenforceable, shall not be affected thereby,
and
each provision hereof shall be valid and shall be enforced to the fullest extent
permitted by law.
14. Captions.
The
captions in this Agreement are inserted only as a matter of convenience and
for
reference and in no way define, limit or describe the scope of this Agreement
or
the scope or content of any of its provisions.
15. Governing
Law:
This
Agreement is to be governed by and construed in accordance with the laws of
the
State of California, without reference to its choice of law and rules. Any
litigation or action with respect to the enforcement of this Agreement shall
be
in the Circuit Court, in and for San Diego County, California.
16. Counterparts;
Facsimile Signatures.
This
Agreement may be executed and delivered in any number of counterparts, each
of
which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument. Facsimile signatures shall
be as binding as original signatures.
17. Parties
In Interest; Survival; Assignment.
This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of Seller and Buyer. All
representations, covenants, and agreements in this Agreement or any statement,
certificate, or other document delivered in connection with this Agreement
or
pursuant hereto shall survive the Closing except as specifically limited herein.
This Agreement may not be assigned by either Party without the prior written
consent of the other Party hereto, except that Buyer may assign this Agreement
to a wholly-owned subsidiary of the Buyer.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, the Parties have caused this Agreement 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
Agreement.
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Fanrock
Investments Limited
|
|
|
By:
|
/s/
Xxxxxx Xxxxxxxx
|
|
Name:
|
Xxxxxx
Xxxxxxxx
|
|
Title:
|
|
|
InfoSonics
Corporation
|
|
|
By:
|
/s/
Xxxxxx Ram
|
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Name:
|
Xxxxxx
Ram
|
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Title:
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Chief
Executive Officer
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