MEMORANDUM OF AGREEMENT
EXHIBIT
10.2
This
Memorandum of Agreement is dated the 30th day of August, 2006 and is entered
into between CLEARONE
COMMUNICATIONS, INC.,
a Utah
corporation (the “Company”), and XXX-A-VISION
MFG. CO., INC.,
a
Missouri corporation (the “Buyer”), who agree as follows:
WHEREAS,
the
Company and the Buyer have entered into that certain Asset Purchase Agreement
dated August 23, 2006 (the “APA”); and
WHEREAS,
a
dispute has arisen at the Closing contemplated in the APA as to the amount
of
the Purchase Price (as defined in the APA); and
WHEREAS,
the
Company and the Buyer wish to amend certain provisions of the APA as described
below, capitalized terms not otherwise defined herein having the meanings
ascribed thereto in the APA.
NOW
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged by each of the Company and the Buyer; the parties hereto agree
as
follows:
1. Adjustment
in Purchase Price.
The APA
is hereby amended to change the Purchase price to $635,000.
2. The
Down Payment.
The APA
is hereby amended to change the amount of the Down Payment to $317,500.
3. The
Note.
The APA
is hereby amended to change the amount of the Note to $317,500, to change
the
amount of the monthly payment under the Note to $14,360.00 and the date of
the
first payment due under the Note is changed to October 1, 2006.
4. Waiver
of Conditions.
Buyer
waives the assignment to Buyer of the NeoSci agreement and the T2 supply
agreement. Furthermore, each party hereto agrees to cooperate in the preparation
and delivery following Closing of a Form 8594 in respect of the sale and.
purchase of the Assets.
5. The
APA
remains unamended except as set forth above.
IN
WITNESS WHEREOF, the Company and the Buyer have each executed this Memorandum
of
Agreement this 30th day of August, 2006.
|
CLEARONE
COMMUNICATIONS, INC.
Per:
/s/
Xxxxx X. Xxxxxxx
|
XXX-A-VISION
MFG. CO., INC.
Per:
/s/
Xxxxxx X.
Xxxx
|
