Exhibit 10.G
* = THE MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
[GATEWAY 2000 LETTERHEAD]
January 14, 1997
Xxx Xxxxxx
Boston Acoustics, Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxxxx:
This Letter of Agreement ("LOA") will confirm the understanding and intent of
Boston Acoustics, Inc. ("Boston Acoustics") and Gateway 2000, Inc. and its
subsidiaries and affiliates ("Gateway") to enter into an Agreement for the
provision of services and products by Boston Acoustics to Gateway worldwide.
The Agreement will be established under terms and conditions to be set forth
in a mutually acceptable definitive written agreement ("Definitive
Agreement").
Boston Acoustics and Gateway agree to negotiate with each other in good faith
to reach a Definitive Agreement by February 15, 1997, a draft copy of which
has been sent to you previously for review.
Gateway hereby agrees to commit to purchase, worldwide, the following number
of Boston Acoustics Micro Media or subsequent revisions speaker systems
during the timeframes set forth below:
*
This commitment is the minimum number of systems Gateway may purchase.
This commitment is conditioned upon the following:
1. Receipt of speaker system product for delivery to Gateway's
customers, based upon the project schedule, no later than
May 19, 1997.
2. Receipt of thirty (30) qualification samples by February 15, 1997.
3. Master version of the users manual received by March 1, 1997.
4. Receipt of one hundred (100) production samples on or before
April 29, 1997.
5. The agreed upon cost by both parties for speaker system products.
6. Gateway's specifications being met.
7. Compliance with the Definitive Agreement, once executed.
Xxx Xxxxxx
January 14, 1997
Page Two
Boston Acoustics and Gateway acknowledge that, while this LOA sets forth
their intentions, this LOA does not contain all matters upon which agreement
must be reached in order to proceed. The parties agree to diligently pursue
the drafting and execution of the Definitive Agreement which shall set forth
the respective rights, duties and obligations of the parties by no later than
February 15, 1997. If the parties have not executed the Definitive Agreement
on or before February 15, 1997, or such later date as may be agreed upon by
the parties in writing, this LOA will terminate without liability on the part
of either party.
All information exchanged to date and hereafter until the Definitive
Agreement is executed between the parties is proprietary to the party
submitting the information and shall be held in the strictest confidence
between the parties.
Please indicate your acceptance of and agreement to this Letter of Agreement
by signing below.
Sincerely,
Xxxx Xxxxx
Vice President
ACCEPTED AND AGREED: ACCEPTED AND AGREED:
Boston Acoustics, Inc. Gateway 2000, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxx
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Name: Xxxxxx X. Xxxxxxxx Name: Xxxx Xxxxx
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Title: President Title: Vice President
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Date: 1-14-97 Date: 1-14-97
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ADDENDUM A
to Letter Agreement
dated January 14, 1997
between
GATEWAY 2000, INC. and BOSTON ACOUSTICS, INC.
This is Addendum A to the Letter Agreement dated January 14, 1997
("Agreement"), between Gateway 2000, Inc. (hereafter "Gateway") and
Boston Acoustics, Inc. (hereafter "Boston Acoustics").
As additional consideration for the commitment contained in the Agreement,
Boston Acoustics agrees to issue to Gateway warrants to purchase common stock
(the "Warrants") as follows subject to full documentation in the definitive
agreement:
Number of Warrants: 100,000
Warrant exercise price: $17.50
Warrant life Three (3) years
Call option: Boston Acoustics has the right to
repurchase each warrant at $7.00 after
two (2) years, if the stock price is
greater than $25.00.
Warrant price: None
Warrant exercise: Upon exercise equivalent to 2.2179%
fully diluted of the common shares of
Boston Acoustics.
The Warrants may be exercised at any
time at the option of the holders. The
conversion rate is one-to-one.
Registration: [Not agreed to]
Transferability: Warrants are transferable by holder
subject to applicable securities laws.
Anti-dilution: Conversion rate to be adjusted in the
event of a stock split, sale, dividends,
etc., or other dilutive financings.
Mergers and consolidations: The holders of the Warrants shall be
entitled to the same consideration they
would have received if they had
exercised their Warrants, in the event
of a merger, consolidation, sale of
assets, or other business combination.
All other terms and conditions of the Agreement shall remain in full force
and effect.
GATEWAY 2000, INC. BOSTON ACOUSTICS, INC.
By: /s/ Xxxx Xxxxx By:
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Name: Name:
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Title: Title:
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Date: Date:
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