ATX Group, Inc. Shares a/ Common Stock ($.01 par value) Underwriting AgreementAtx Group Inc • June 18th, 2004 • Communications services, nec • New York
ATX Group, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of Common Stock, $.01 par value (“Common Stock”) of the Company (collectively, said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). Vodafone Holding GmbH, a limited liability company established and organized under the laws of the Federal Republic of Germany and registered in the Commercial Register at the local court in Dusseldorf, as the selling stockholder (the “Selling Stockholder”), also proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additiona
AMENDED AND RESTATED WARRANTAtx Group Inc • June 18th, 2004 • Communications services, nec • Texas
WHEREAS, ATX Technologies, Inc. (“ATX”) granted to Hi-Tek INTERNATIONAL, L.L.C. (“Hi-Tek”) that certain Warrant, dated as of July 2, 1998, exercisable by Hi-Tek for purchase up to 2,857 shares of common stock, par value $.01 per share of ATX (“ATX Common Stock”), at a price of $1.75 per share upon the terms and conditions set forth therein (the “PriorWarrant”), a copy of which is attached hereto as Exhibit A; and
ATX TECHNOLOGIES, INC. FIRST AMENDMENT TO RESTRUCTURING AGREEMENTRestructuring Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec
This FIRST AMENDMENT TO RESTRUCTURING AGREEMENT (the “Amendment”), is made and entered into as of June 15, 2004, and amends that certain Restructuring Agreement, dated as of April 24, 2004, (the “Leininger Restructuring Agreement”) by and among ATX Group, Inc., a Delaware corporation (“ATX Group”), ATX Technologies, Inc., a Texas corporation (“ATX”), James R. Leininger M.D. (“Leininger”), and certain shareholders of ATX (the “Leininger Shareholders”).
RESTRUCTURING AGREEMENT (Leininger)Restructuring Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Delaware
This Restructuring Agreement (“Agreement”) is entered into as of April 24, 2004 by and between ATX Technologies, Inc., a Texas corporation (“ATX”), ATX Group, Inc., a Delaware corporation (“ATX Group”), James R. Leininger, M.D. (“Leininger”), and the shareholders of ATX set forth on Schedule A hereto (collectively, together with Leininger, the “Leininger Shareholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Texas
This Registration Rights Agreement (this “Agreement”) is entered into as of April 26, 2004 by and among ATX Group, Inc., a Delaware corporation (the “Company”), ATX Technologies, Inc., a Texas corporation (the “ATX Tech”), and the holders of the ATX Tech common stock, par value $.01 per share (“Common Stock”) listed on Schedule A hereto, each of which is herein referred to individually as a “Shareholder” and together as the “Shareholders.” This Agreement shall become effective only upon the consummation (closing and funding), on or prior to September 30, 2004, of an underwritten public offering of shares of Common Stock of the Company pursuant to a registration statement under the Securities Act of 1933, as amended (the “Act”) resulting in aggregate gross proceeds to the Company and any selling stockholders of not less than $50,000,000 (a “Qualified Public Offering”).
ATX GROUP, INC. VOTING AGREEMENTVoting Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Delaware
This Voting Agreement (this “Agreement”) is entered into as of April 26, 2004, by and between Vodafone Deutschland GmbH, a German limited liability company (“Vodafone”), James R. Leininger, M.D. (“Leininger”), and the other shareholders of ATX Technologies, Inc., a Texas corporation (“ATX”), listed on the signature pages hereto (the “Common Shareholders” and, together with Leininger, the “Leininger Shareholders,” with Vodafone, Leininger and the Leininger Shareholders being collectively referred to as the “Shareholders”).
ATX TECHNOLOGIES, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CONVERTIBLE NOTEConvertible Note • June 18th, 2004 • Atx Group Inc • Communications services, nec
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CONVERTIBLE NOTE (the “Amendment”), is made and entered into as of June 15, 2004, and amends that certain Second Amended and Restated Convertible Note, dated as of April 24, 2004, (the “Leininger Note”) by and among ATX Group, Inc., a Delaware corporation (“ATX Group”), ATX Technologies, Inc., a Texas corporation (“ATX”), and James R. Leininger M.D. (“Leininger”).
RESTRUCTURING AGREEMENT (Vodafone)Restructuring Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec • Delaware
This Restructuring Agreement (“Agreement”) is entered into as of April 26, 2004 by and between ATX Technologies, Inc., a Texas corporation (“ATX”), ATX Group, Inc., a Delaware corporation (“ATX Group”), and Vodafone Deutschland GmbH, a German limited liability company (“Vodafone”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 18th, 2004 • Atx Group Inc • Communications services, nec • Texas
This Agreement and Plan of Merger (“Agreement”) is entered into on this 15 day of June, 2004, by and among ATX Group, Inc., a Delaware corporation (“Parent”), ATX MergerCo, Inc., a Texas corporation (“Merger Sub”), and ATX Technologies, Inc., a Texas corporation (“ATX”).
This note was issued with “original issue discount.” The total amount of the original issue discount, the issue date, and the yield to maturity on the issue date will be provided in writing to the holder hereof promptly upon request to ATX...Convertible Note • June 18th, 2004 • Atx Group Inc • Communications services, nec • Texas
SECOND AMENDED AND RESTATED CONVERTIBLE NOTE (this “Note”), dated as of April 24, 2004, between ATX TECHNOLOGIES, INC., a Texas corporation, and ATX GROUP, INC., a Delaware corporation, (collectively referred to herein as “Maker”), and James R. Leininger, an individual residing in San Antonio, Texas, or his assigns (“Payee”).
ATX TECHNOLOGIES, INC. FIRST AMENDMENT TO WARRANT RESTRUCTURING AGREEMENTWarrant Restructuring Agreement • June 18th, 2004 • Atx Group Inc • Communications services, nec
This FIRST AMENDMENT TO WARRANT RESTRUCTURING AGREEMENT (the “Amendment”), is made and entered into as of June 15, 2004, and amends that certain WARRANT RESTRUCTURING AGREEMENT, dated as of March 25, 2004, (the “Warrant Restructuring Agreement”) by and among ATX Technologies, Inc., a Texas corporation, (“ATX”), ATX Group, Inc., a Delaware corporation (“ATX Group”), and Sojitz Corporation of America (formerly known as Nichimen American, Inc.), a New York Corporation (“Sojitz”).
