AMENDMENT TO STOCK PURCHASE AGREEMENT
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of February 28, 2011 to amend in certain respects that certain Stock Purchase Agreement (the “Agreement”) entered into on February 3, 2011 by and among Soundtech LLC, a Delaware limited liability company (“Buyer”), Audiovox Corporation, a Delaware corporation (“Parent”), Klipsch Group, Inc., an Indiana corporation (the “Company”), each shareholder (each a “Seller” and collectively “Sellers”) of the Company and Xxxx X. Klipsch in his capacity as Sellers' Representative. Capitalized terms not defined in this Amendment shall have the respective meanings given to them in the Agreement.
The Parties agree as follows:
1.Notwithstanding Section 1.5(c) of the Agreement, Buyer will not, at Closing, discharge the Closing Date Debt due City of Hope, Arkansas represented by that certain Promissory Note issued by Klipsch, L.L.C. in favor of City of Hope, Arkansas dated as of October 17, 2001.
2.The Company will fund the exercise of 10,000 stock options by each of Messrs. Xxxxxxxxx X. Xxxxxx, Xxxxx Xxxxxx and T. Xxxx Xxxxxx through a special bonus. Such bonus will not be deemed a Restricted Event. All outstanding options to purchase Shares (including those referenced in the preceding sentence) will be deemed exercised prior to the record date for determining the shareholders entitled to receive the distribution of the Estimated Cash/Tax Differential (if a positive number). All unpaid obligations with respect to exercise price and tax withholdings due to the Company upon exercise from individuals exercising options will be paid by offsetting such obligations against the Cash Payment Amount to be paid such individuals at Closing. The Parties agree that stock certificates otherwise issuable upon the exercise of outstanding options need not be physically issued. Obligations with respect to exercise price to be offset against the Cash Payment Amount as provided in this paragraph, together with outstanding notes issued to the Company to fund previous option exercises, will be deemed “Option Notes” for purposes of the Agreement.
3.All required federal, state or local income and employment tax withholding obligations relating to distributions from the escrow account to be funded at Closing with respect to shares of common stock acquired through the exercise of stock options will be withheld and remitted to the Company. The amounts to be paid to the Company pursuant to the preceding sentence shall be netted against the amount to be distributed to the applicable Sellers. Not less than ten business days prior to each distribution to Sellers the Company shall give written notice to the Escrow Agent of the amounts to be withheld and remitted to the Company. Any disputes concerning the amounts to be withheld and remitted to the Company under this paragraph shall be resolved utilizing the dispute resolution principles set forth in Section 1.3(c) of the Agreement.
4.The final form of the Escrow Agreement is attached hereto as Exhibit A.
5.Except as expressly set forth herein, the Agreement remains in full force and effect.
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IN WITNESS WHEREOF, the Parties have executed this Amendment to Stock Purchase Agreement as of the date first above written.
SOUNDTECH LLC
By: AUDIOVOX CORPORATION
Its: Sole Member
By: s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Its: Senior Vice President
“Buyer”
AUDIOVOX CORPORATION
By: s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Its: Senior Vice President
“Parent”
KLIPSCH GROUP, INC.
By: s/Xxxx X. Klipsch
Its: Chairman and CEO
“Company”
VANTAGEPOINT VENTURE PARTNERS III, L.P.
By: VantagePoint Venture Associates III, L.L.C., Its: General Partner
By: s/Xxxx X. Xxxxxxx
Its: Managing Member
Address:
Attn: General Counsel
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
VANTAGEPOINT VENTURE PARTNERS III (Q), L.P.
By: VantagePoint Venture Associates III, L.L.C., Its: General Partner
By: s/Xxxx X. Xxxxxxx
Its: Managing Member
VANTAGEPOINT VENTURE PARTNERS IV, L.P.
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By: VantagePoint Venture Associates IV, L.L.C., Its: General Partner
By: s/Xxxx X. Xxxxxxx
Its: Managing Member
VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P.
By: VantagePoint Venture Associates IV, L.L.C., Its: General Partner
By: s/Xxxx X. Xxxxxxx
Its: Managing Member
VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P.
By: VantagePoint Venture Associates IV, L.L.C., Its: General Partner
By: s/Xxxx X. Xxxxxxx
Its: Managing Member
s/Xxxx X. Klipsch
Xxxx X. Klipsch
Xxxx Klipsch Wealth Trust
By: s/Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx, Trustee
Xxxx and Xxxx Klipsch Family Wealth Trust
for Xxxxxxx X. Klipsch
By: s/Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx, Trustee
Xxxx and Xxxx Klipsch Family Wealth Trust
for Xxxxxxx X. Klipsch
By: s/Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx, Trustee
Xxxx and Xxxx Klipsch Family Wealth Trust
for Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx
By: s/Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx, Trustee
s/Xxxxxxx X. Klipsch
Xxxxxxx X. Klipsch
s/Xxxxxxx X. Klipsch
Xxxxxxx X. Klipsch
s/T. Xxxx Xxxxxx
T. Xxxx Xxxxxx
s/Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
s/Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
s/Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx Family Wealth Trust u/a 9/25/07 for Xxxx X. Xxxxxx
By: s/Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx, Trustee
Xxxxxxx X. Xxxxxx Family Wealth Trust u/a 9/25/07 for Xxxx Xxxxxx
By: s/Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxxxx 2007 Annuity Trust u/a 10/31/07
By: s/Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx, Trustee
s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
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s/Xxxxx Xxxxx
Xxxxx Xxxxx
s/Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
s/Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx Effective upon execution of outstanding options.
s/Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
s/Xxxx Xxxxxx
Xxxx Xxxxxx
“Sellers”
SELLERS' REPRESENTATIVE
s/Xxxx X. Klipsch
Xxxx X. Klipsch
“Sellers' Representative”
Address:
0000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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EXHIBIT A
ESCROW AGREEMENT
(attached)
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