EXHIBIT 99(d)
STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT, dated March 7, 1997, by and
between Audiovox Corporation, a Delaware corporation (the
"Seller") and Xxxxxx Xxxxxx, (the "Buyer").
W I T N E S S E T H:
WHEREAS, the Buyer desires to purchase from the Seller, and
the Seller desires to sell to the Buyer, certain shares of the
Company's Class A Common Stock, par value $.01 per share (the
"Common Stock");
NOW, THEREFORE, in consideration of the good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Buyer and the Seller hereby agree as follows:
I. PURCHASE AND SALE OF THE SHARES
1.1. Sale and Issuance of Common Stock. Subject to the
terms and conditions of this Agreement, the Buyer agrees to
purchase, and the Seller agrees to sell and issue to the Buyer
the number of shares of Common Stock equal to the quotient
obtained by dividing $2,328,000 by the Fixed Price (the
"Shares"). In consideration for such Shares, the Buyer agrees to
pay the Seller a total of $2,328,000 for 352,194 shares.
1.2 The Fixed Price shall be $6.61.
1.3. Closing. The closing for the purchase and sale of the
Shares (the "Closing") shall take place at the offices of
Audiovox Corporation, 000 Xxxxxx Xxxx., Xxxxxxxxx, Xxx Xxxx 00000
(the "Closing Date"). Although the Closing shall be deemed to
have taken place simultaneously with the execution of this
Agreement, the delivery of a certificate or certificates
representing the Shares (which certificates shall bear the
restrictive legends set forth in Section 3.12 and be in the name
of the Buyer, hereinafter, the "Certificate") and the delivery
to the Seller by the Buyer of the Purchase Price, shall take
place as soon as practicable after the transfer agent for the
Common Stock issues and delivers the Cretificate to the Seller.
II. REPRESENTATIONS AND WARRANTIES OF THE SELLER
2.1. Organization; Standing. The Seller is in existence as
a corporation in good standing under the laws of the State of
Delaware.
2.2. Common Stock. The Shares have been duly authorized for
issuance and, when issued, sold and delivered pursuant to the
terms hereof, will be validly issued, fully paid and non-
assessable.
2.3. Authorization. The Seller has taken all action
required by law to authorize the execution and delivery of this
Agreement and the transactions contemplated hereby. Upon
execution, this Agreement is the valid and binding obligation of
the Seller enforceable in accordance with its terms, except that
(i) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights, (ii) the remedies of
specific performance and injunctive relief may be subject to
equitable defenses and to the discretion of the court before
which any proceeding may be brought and (iii) subject to limits
on enforceability of indemnification or contribution provisions
under applicable securities or other laws.
2.4. No Violation. Neither the execution and delivery of
this Agreement nor the consummation of the transactions
contemplated hereby will violate or conflict with, or constitute
a default under, or cause the acceleration of the maturity of any
debt obligation pursuant to, any material agreement or commitment
to which the Seller is a party or by which the Seller is bound.
2.5. Consents and Governmental Approvals. (a) Except for
the requirements of any applicable state securities laws, no
consent, approval, or authorization of, or declaration, filing or
registration with, any governmental or regulatory authority is
required in connection with the Seller's execution and delivery
of this Agreement and consummation of the transactions
contemplated hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE BUYER
3.1. Natural Person. The Buyer is a natural person and
competent to execute this Agreement.
3.2. Authorization. The Buyer has taken all action required
by law to authorize the execution and delivery of this Agreement
and the transactions contemplated hereby. Upon execution, this
Agreement is the valid and binding obligation of the Buyer
enforceable in accordance with its terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights, (ii) the remedies of
specific performance and injunctive relief may be subject to
equitable defenses and to the discretion of the court before
which any proceeding may be brought and (iii) subject to limits
on enforceability of indemnification provisions under applicable
securities laws.
3.4. No Violation. Neither the execution and delivery of
this Agreement nor the consummation of the transactions
contemplated hereby will violate or conflict with, or constitute
a default under, or cause the acceleration of the maturity of any
debt obligation pursuant to, any material agreement or commitment
to which the Buyer is a party or by which the Buyer is bound.
3.5. Consents and Governmental Approvals. No consent,
approval, or authorization of, or declaration, filing or
registration with, any governmental or regulatory authority is
required in connection with the Buyer's execution and delivery of
this Agreement and consummation of the transactions contemplated
hereby.
3.6. Purchase Entirely for Own Account. This Agreement is
made with the Buyer in reliance upon the Buyer's representations
to the Seller which by the Buyer's execution of this Agreement it
hereby confirms, that the Shares to be received by the Buyer will
be acquired for investment for the Buyer's own account, not as a
nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Buyer has no
present intention of selling, granting any participation in, or
otherwise distributing the same. The Buyer does not have any
contract, undertaking, agreement or arrangement with any person
to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Shares.
3.7. Disclosure of Information. The Buyer acknowledges that
it has received all the information it has requested or considers
necessary or appropriate for deciding whether to purchase the
Shares. The Buyer further represents that it has had an
opportunity to ask questions and receive answers from the Seller
regarding the Seller and the terms and conditions of the offering
of the Shares and to obtain any additional information necessary
to verify the accuracy of the information given to the Buyer.
3.8. Restricted Securities. The Buyer understands that the
Shares are "restricted securities" under the Securities Act of
1933, as amended ("Act"), as they are being acquired from the
Seller in a transaction not involving a public offering and that
under the Act and the rules and regulations thereunder such
securities may be resold without registration under the Act, only
in certain limited circumstances. In this connection, the Buyer
represents that it is familiar with Rule 144 promulgates under
the Act, as presently in effect, and understands the resale
limitations imposed thereby and by the Act.
3.09. Legends. It is understood that the certificates
evidencing the Shares may bear one or all of the following
legends:
(a) "These securities have not been registered
under the Securities Act of 1933, as amended, or any state
securities law and such securities may not be sold, offered
for sale, pledged or hypothecated in the absence of a
registration statement in effect with respect to the
securities under such Act or an opinion of counsel to the
Seller satisfactory to the Company that such registration is
nor required or unless sold pursuant to Rule 144 of such
Act."
(b) Any legend required by the laws of any
applicable state securities law.
3.10 Accredited Investor. The Buyer is an "accredited
investor" within the meaning of paragraph (a) of Rule 501 of
Regulation D promulgated under the Act. The Buyer has
sufficient knowledge and experience to analyze the Seller so as
to be able to evaluate the risks and merits of its investments in
the Seller and is financially able to bear the risks thereof.
Simultaneously with the execution of this Agreement, the Buyer
has executed a Suitability Questionnaire in the form satisfactory
to the Seller which evidences that status and contains certain
representations and warranties by the Buyer and the Buyer
acknowledges that the Seller is relying on the information
contained in such Suitability Questionnaire in connection with
the sale of the Shares to the Buyer.
3.11 Further Limitations on Disposition. Without in any way
limiting the representations set forth above, the Buyer further
agrees not to make any disposition of all or any portion of the
Shares unless:
(a) There is then in effect a registration
statement under the Act covering such proposed disposition
and such disposition is made in accordance with such
registration statement.
(b) The Buyer shall have satisfied the following
conditions: (i) the Buyer shall have notified the Seller of
the proposed disposition and (ii) if reasonably requested by
the Seller or the Transfer Agent for the Common Stock, the
Buyer shall have furnished the Seller with an opinion of
counsel, reasonably satisfactory to the Seller, that such
disposition will not require registration of such Shares
under the Act.
IV. REGISTRATION RIGHTS
4.1 Registration Rights (a) The Seller shall file with
the Securities and Exchange Commission (the "Commission") no
later than 60 days after the Closing Date, a shelf registration
statement or statement pursuant to Rule 415 promulgated under the
Act on Form X-0, Xxxx X-0, Form S-3 (a "Registration Statement")
as determined by the Seller, if the use of such forms are then
available, to cover the resales of all of the Shares and any
securities issued to the Buyer by way of a stock split, divided
or any other distribution with respect to or in exchange for, or
in replacement of the Shares (collectively, the "Registrable
Shares") under the Act.
(b) Notwithstanding anything herein to the
contrary, with respect to the Registration Statement filed,
or to be filed, if the Seller shall furnish to the Buyer
notice stating that in the Board of Directors' good faith
judgment it would be disadvantageous (a "Disadvantageous
Condition") to the Seller or its stockholders for such a
Registration Statement to be maintained effective, or to be
filed and become effective, the Seller shall be entitled to
cause such Registration Statement to be withdrawn and the
effectiveness of such Registration Statement terminated, or,
in the event no Registration Statement has yet been filed,
shall be required not to file any such Registration
Statement, until such Disadvantageous Condition no longer
exists (notice of which the Seller shall promptly deliver to
the Buyer), such period not to extend beyond 180 days in any
365--day period. Upon receipt of any such notice of a
Disadvantageous Condition, the Buyer will forthwith
discontinue use of the prospectus (the "Prospectus")
contained in such Registration Statement and if so directed
by the Seller return to the Seller all copies (other than
permanent file copies) then in possession.
4.2. Registration Procedures.
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The Seller shall not have any obligation to include the
Registrable Shares held by the Buyer in a Registration Statement
unless and until the Buyer shall have (a) furnished the Seller
with all information and statements about or pertaining to the
Buyer in such reasonable detail and on such timely basis, and (b)
taken such other action in cooperation with the Seller, and
executed such customary documents as, in each case, is reasonably
deemed by the Seller or its counsel to be necessary or
appropriate with respect to the preparation of the registration
statement, and the consummation of the transactions contemplated
thereby. At the time, the Seller shall:
(a) endeavor to cause the Registration Statement
that includes any Registrable Shares requested to be
included therein, pursuant to Section 4.1(a), (i) to become
effective (the date of effectiveness hereinafter referred to
as the "Effective Date") as soon as reasonably practicable
after the filing thereof with the Commission and (ii) to
remain effective for a period of 365 days from the Effective
Date or until the Buyer has completed the distribution
described in such Registration Statement, whichever occurs
first (the Buyer hereby agreeing to notify the Seller
promptly after the completion of such distribution);
(b) cause to be prepared and filed with the
Commission such amendments and supplements to such
Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration
Statement effective for a period not less than a period of
365 days from the Effective Date or until the Buyer has
completed the distribution described in such Registration
Statement, whichever occurs first.
(c) furnish or cause to be furnished, without
charge, to the Buyer such number of copies of such
Registration Statement, each amendment and supplement
thereto (in each case including all exhibits), and the
Prospectus included in such Registration Statement
(including each preliminary Prospectus) in conformity with
the requirements of the Act, and other documents, as the
Buyer may reasonably request in order to facilitate the
public sale or other disposition of Registrable Shares owned
by the Buyer.
(d) endeavor to register or qualify or cause to
be registered or qualified the Registrable Shares being sold
by the Buyer pursuant to such Registration Statement under
such other securities or "blue sky" laws of such
jurisdictions as Shares being sold pursuant to the same
Registration Statement are being registered or qualified,
provided that the Buyer shall pay any filing or legal fees
in connection thereto; and to maintain or cause to be
maintained such registrations and qualifications effective
for a period of 365 days from the Effective Date or until
the Buyer has completed the distribution of such Registrable
Shares, whichever occurs first; and to do any and all other
reasonable acts and things that may be necessary to enable
the Buyer to consummate the disposition in such
jurisdictions of such Registrable Shares (but none of the
Seller or any of its affiliates will be required to
(i) qualify generally to do business in any jurisdiction
where it would not be required but for this Section 4.2,
(ii) subject itself to taxation in any jurisdiction,
(iii) file any general consent to service of process in any
such jurisdiction, or (iv) take any other action that the
Seller or any of its respective affiliates, in its sole
discretion, determines to be unreasonable or impracticable);
provided that, notwithstanding anything to the contrary
contained in this Agreement, if any jurisdiction shall
require that expenses incurred in connection with the
registration or qualification of such Registrable Shares in
that jurisdiction be borne in part or full by the Buyer,
then the Buyer shall pay such expenses to the extent
required by such jurisdiction.
(e) notify the Buyer, at any time when a
Prospectus relating to a Registration Statement is required
to be delivered under the Act within the period that the
Registration Statement is required to be effective, of the
happening of any event as a result of which the prospectus
included in any such Registration Statement contains an
untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to
make any statement therein in the light of the circumstances
under which they were made not misleading, and cause to be
prepared a supplement or amendment to such Prospectus so
that, as thereafter delivered to the purchasers of such
Shares, such Prospectus will not contain an untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements
therein in the light of the circumstances under which they
were made not misleading.
(f) cause all such Registrable Shares covered by
such registration statement to be listed on the American
Stock Exchange, Inc., ("AMEX") if the listing of such
Registrable Shares is then permitted by applicable law and
under the rules and regulations of such exchange.
4.3. Registration Expenses.
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(a) If pursuant to this Section 4, Registrable
Shares owned by the Buyer are included in a Registration
Statement, then the Seller shall be liable to pay all
transfer taxes, if any, relating to the sale of its
Registrable Shares, the fees and expenses of its own
counsel, any underwriting discounts or commissions or the
equivalent thereof and any registration fee with the AMEX,
the Commission or state or blue sky securities regulatory
authorities.
(b) Except for the fees and expenses specified in
paragraph (a), and except as provided in this paragraph (b),
the Seller shall pay or cause to be paid all fees and
expenses incident to the registration and to the Seller's
and its affiliates' performance of or compliance with these
registration provisions, including all printing expenses,
messenger and delivery expenses, and fees and expenses of
counsel for the Seller and its affiliates and all
independent certified public accountants and other persons
retained by the Seller or its affiliates.
4.4. Indemnification.
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(a) The Seller agrees to indemnify and hold
harmless the Buyer and each person that controls the Buyer
within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act of 1934, as amended (the "Exchange Act"),
and the employees, officers, partners and directors of the
Buyer (collectively, the "Buyer Indemnified Parties"), from
and against any and all losses, claims, damages, judgments,
liabilities and expenses (including the reasonable fees and
expenses of counsel and other reasonable expenses in
connection with investigating, defending or settling any
such action or claim) as they are incurred arising out of or
based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement
or the Prospectus included therein, or any supplement or
amendment thereto, or arising out of or based upon any
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, except (i) the Seller
shall not be liable to the Buyer Indemnified Parties in any
such case insofar as such losses, claims, damages,
judgments, liabilities or expenses arise out of, or are
based upon, any such untrue statement or omission or alleged
untrue statement or omission based upon information relating
to the Buyer Indemnified Parties furnished by the Buyer
Indemnified Parties to the Seller expressly for use therein;
(ii) the Seller shall not be liable to the Buyer Indemnified
Parties under the indemnity agreement in this Section 4.4(a)
with respect to any such Prospectus to the extent that any
such loss, claim, damage, judgment, liability or expense
results from the fact that the Buyer Indemnified Parties
sold Shares to a person to whom there was not sent or given,
at or prior to the written confirmation of such sale, a copy
of the Prospectus, as amended to correct any misstatement or
omissions, if the Seller has previously furnished such
number of requested copies thereof to the Buyer or if the
Seller has advised the Buyer of the existence of such
misstatement or omission or of a Disadvantageous Condition
and informed the Buyer that it should not continue
disposition of the Shares pursuant to the Registration
Statement until it has been advised in writing by the
Seller.
(b) If any action or proceeding (including any
governmental or regulatory investigation or proceeding)
shall be brought or asserted against the Buyer Indemnified
Parties with respect to which indemnity may be sought
against the Seller pursuant to this Section 4.4, the Buyer
Indemnified Parties shall promptly notify the Seller in
writing, and the Seller shall have the right to assume the
defense thereof, including the employment of counsel
reasonably satisfactory to the Buyer; provided, that the
omission so to notify the Seller shall not relieve the
Seller from any liability that it may have to the Buyer
Indemnified Parties (except to the extent that the Seller is
materially prejudiced or has otherwise forfeited substantive
rights or defenses by reason of such failure). The Buyer
shall have the right to employ separate counsel in any such
action or proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be
at the expense of the Buyer unless (i) the employment of
such counsel has been specifically authorized in writing by
the Seller, (ii) the Seller has failed promptly to assume
the defense and employ counsel reasonably satisfactory to
the Buyer or (iii) the named parties to any such action or
proceeding (including any impleaded parties) include both
the Buyer Indemnified Parties and the Seller and the Buyer
shall have been advised in writing by its counsel that there
is one or more legal defenses reasonably available to it
that are different from or additional to those available to
the Seller (in which case the Seller shall not have the
right to assume the defense of such action on behalf of the
Buyer Indemnified Parties and shall pay the reasonable fees
and expenses of counsel employed by the Buyer). It is
understood that the Seller shall not, in connection with any
one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the
fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for
the Buyer Indemnified Parties which firm shall be designated
in writing by the Buyer and that all such reasonable fees
and expenses shall be reimbursed as they are incurred. The
Seller shall not be liable for any settlement of any such
action effected without the written consent of the Seller,
but if settled with the written consent of the Seller, or if
there is a final judgment with respect thereto, the Seller
agrees to indemnify and hold harmless the Buyer Indemnified
Parties from and against any loss or liability by reason of
such settlement or judgment. The Seller shall not, without
the prior written consent of the Buyer, effect any
settlement of any pending or threatened proceeding in which
the Buyer has sought indemnity hereunder, unless such
settlement includes an unconditional release of the Buyer
Indemnified Parties from all liability arising out of such
action, claim, litigation or proceeding.
(c) The Buyer Indemnified Parties are hereby
deemed to have agreed, severally and not jointly, to
indemnify and hold harmless the Seller, its directors,
officers and any person controlling the Seller and their
respective employees, officers, partners, directors and
controlling persons (collectively, the "Seller Indemnified
Parties"), to the same extent as the foregoing indemnity
from the Seller to the Buyer Indemnified Parties set forth
in Section 4.4(a), but only with respect to information
relating to the Buyer Indemnified Parties furnished to the
Seller in writing by such the Buyer Indemnified Parties,
respectively, expressly for use in the Registration
Statement or the Prospectus included therein, or any
supplement or amendment thereto or for any losses arising
out of any misstatement or omission contained in a
Prospectus delivered by the Buyer Indemnified Parties and
which the Seller has advised such Buyer Indemnified Party
that such Prospectus contains a misstatement or omission or
that a Disadvantageous Condition exists and that such
Prospectus shall not be used until the Buyer has been
advised by the Seller. In case any action shall be brought
against any Seller Indemnified Party based on the
Registration Statement or such Prospectus, or any supplement
or amendment thereto, and in respect of which indemnity may
be sought against the Buyer pursuant to this Section 4.4,
the Buyer Indemnified Parties shall have the rights and
duties given to the Seller by Section 4.4(a) (except that if
the Seller shall have assumed the defense thereof, the Buyer
Indemnified Parties may, but shall not be required to,
employ separate counsel therein and participate in the
defense thereof and the fees and expenses of such counsel
shall be at the expense of the Buyer Indemnified Parties)
and the Seller Indemnified Parties shall have the rights and
duties given to the Buyer Indemnified Parties by this
Section 4.4.
(d) If the indemnification provided for in this
Section 4.4 is unavailable to any party entitled to
indemnification under Section 4.4(a) or 4.4(c) above, then
each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such
losses, claims, damages, judgments, liabilities and expenses
(i) in such proportion as is appropriate to reflect the
relative benefits received by the Seller on the one hand and
the Buyer Indemnified Parties on the other from the offering
of the Shares pursuant to the Registration Statement or (ii)
if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault
of the Seller on the one hand and the Buyer Indemnified
Parties on the other in connection with the statements or
omissions which resulted in such losses, claims, damages,
judgments, liabilities or expenses, as well as any other
relevant equitable considerations.
(e) The Seller and the Buyer Indemnified Parties
agree that it would not be just and equitable if
contributions pursuant to Section 4.4(d) hereof were
determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable
considerations referred to in Section 4.4(d). The amount
paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or expenses referred to
in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or
defending any such action or claim. No person found guilty
of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution
from any person who was not found guilty of such fraudulent
misrepresentation.
(f) The indemnity and contribution agreements
contained in this Section 4.4 are in addition to any
liability that any indemnifying party may otherwise have to
any indemnified party.
V. PURCHASE PRICE PROTECTION
5.1 Amounts Paid. The Seller shall pay the Buyer for any
Market Loss incurred by the Buyer with respect to certain Shares
sold in a bona fide market transaction through the AMEX to a non-
-affiliate of the Seller (a "Market Transaction") within 30 days
of the later of (i) written notice by the Buyer of such Market
Loss or (ii) receipt of documentation reasonably satisfactory to
the Seller of such Market Loss in a Market Transaction.
5.2 Market Loss. "Market Loss" shall mean the product of
the number of shares sold by the Buyer (up to a maximum of 50% of
the Shares purchased hereunder, such Shares hereinafter referred
to as the "Protected Shares") within 90 days after, but not
including, the Effective Date (the "Protected Period"),
multiplied by the sum of the gross purchase price per Share
received by the Buyer for such Shares sold in the Protected
Period less the Fixed Price. Such Protected Shares shall only
include to the first 50% of the Shares sold.
VI. MISCELLANEOUS
6.1. Entire Agreement; Amendment. This Agreement sets forth
the entire understanding of the parties with respect to the
transactions contemplated hereby. This Agreement may be amended,
modified and supplemented only by the written agreement of the
Seller and the Buyer.
6.2. Waiver of Compliance. Any failure of the Seller on the
one hand, or the Buyer, on the other hand, to comply with any
obligation, covenant, agreement, or condition herein may be
expressly waived in writing by the Buyer or the Seller, but such
waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate as
a waiver of, or estoppel with respect to, any subsequent or other
failure.
6.3. Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either of
the parties hereto without the prior written consent of the other
party.
6.4. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State
of New York.
6.5. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
/s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
AUDIOVOX CORPORATION
By:/s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
STOCK PURCHASE AGREEMENT AS OF 3/7/97
Closing of Audiovox stock - a composit price by Ladenburg
Xxxxxxxx Co.:
3/3/97 Monday 6.75
3/4/97 Tuesday 6.563
3/5/97 Wednesday 6.625
3/6/97 Thursday 6.500
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26.438 / 4 = 6.6095 = 6.61
