Common use of Proxy Statement Clause in Contracts

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox shall prepare and file with the SEC the proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Proxy Statement. (a) As promptly Seller will, as soon as practicable after following the execution of this AgreementExecution Date (and in any event, Audiovox shall within eight (8) Business Days following the Execution Date), prepare and file with the SEC the proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request Statement in connection with such actions and the preparation of the Proxy StatementStockholders Meeting in preliminary form. As promptly as practicable after the execution of this Agreement, Audiovox Seller shall mail cause the Proxy Statement to its stockholders. (bi) Except as provided in Section 5.06(c), Audiovox covenants that none of comply with the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement applicable rules and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request regulations promulgated by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, not contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for Seller will use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and will give Purchaser and its counsel reasonable opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Proxy Statement prior to the filing thereof with the SEC or dissemination to the stockholders and Seller shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel. Seller will (i) notify Purchaser promptly (and in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements any event, within twenty-four (24) hours) of the Securities Exchange Act receipt of 1934any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will promptly supply Purchaser with copies of all correspondence between Seller or any of its Representatives, as amendedon the one hand, and the rules SEC or its staff, on the other hand, with respect to the Proxy Statement (including copies of all comments from the SEC), (ii) provide Purchaser and regulations thereunderits counsel with a reasonable opportunity to review and comment on any proposed correspondence between it or any of its Representatives and on the one hand and the SEC or its staff on the other hand with respect to the Proxy Statement and shall give reasonable and good faith consideration to any comments thereon made by Purchaser or its counsel and (iii) promptly provide Purchaser with final copies of any correspondence sent by it or any of its Representatives to the SEC or its staff with respect to the Proxy Statement, and of any amendments or supplements to the Proxy Statement. If at any time prior to receipt of the Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, including correcting any information that has become false or misleading in any material respect, Seller will promptly prepare and deliver to its stockholders such an amendment or supplement. Seller shall (i) commence mailing the Proxy Statement to Seller’s stockholders as promptly as practicable within three (3) Business Days of being informed by the SEC staff that it does not plan to provide comments or it has no further comments on the preliminary form of the Proxy Statement, and (ii) take all necessary action, including establishing a record date and completing a broker search pursuant to Section 14a-13 of the Exchange Act in accordance with Section 6.8, to permit the foregoing. Subject to the terms and conditions of this Agreement, including Section 6.6, the Proxy Statement will include the Board Recommendation and the Board consents to such inclusion. The Proxy Statement shall include the notice of the Stockholders Meeting.

Proxy Statement. (a) As promptly Subject to Section 5.2(b) hereof, Seller, acting through its Board of Directors, shall: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Special Meeting") as soon as practicable after following the execution date hereof for the purpose of considering and taking action upon this Agreement, Audiovox shall ; (ii) prepare and file with the SEC a preliminary proxy relating to this Agreement no later than August 20, 1999 and obtain and furnish the proxy statement information required to be sent included by the SEC in the Proxy Statement and, after consultation with Purchaser, use its best efforts to respond promptly to any comments made by the SEC with respect to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders preliminary proxy and cause a definitive proxy (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “"Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request ") to be mailed to its shareholders; (iii) include in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement the written opinion of Seller's financial advisor that the consideration to be received by Seller hereby is fair from a financial point of view; and (iv) use its stockholdersreasonable best efforts to obtain the approval of this Agreement and the transactions contemplated hereby by (A) the holders of the requisite number of issued and outstanding shares of capital stock of Seller, and (B) the holders (the "Senior Note Holders") of a majority of the issued and outstanding 7 1/2% Senior Convertible Notes of Seller due April 14, 2004 (the "Senior Notes"). (b) Except as provided in Section 5.06(c), Audiovox covenants that none The Board of the Audiovox Board or any committee thereof Directors of Seller shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of recommend approval and adoption of this Agreement and approval of the transactions contemplated hereby by Seller's shareholders and the Senior Note Holders. The Board of Directors of Seller shall not be permitted to withdraw, amend or modify in a manner adverse to Purchaser such recommendation (or announce publicly its intention to do so), except that prior to the Special Meeting, the Board of Directors of Seller shall be permitted to withdraw, amend or modify its recommendation (or announce publicly its intention to do so) but only if the Board of Directors of Seller shall have determined in its good faith judgment, based upon the advice of outside counsel, that it is obligated by its fiduciary obligations under applicable law to withdraw, amend or modify such recommendation. If the Special Meeting is being held, the recommendation of the Board of Directors of Seller shall be included in the Proxy Statement. Nothing contained in this Agreement (Section 5.2(b) shall prohibit Seller from making any disclosure to Seller's shareholders or the “Audiovox Recommendation”)Senior Note Holders if, in the good faith judgment of the Board of Directors of Seller, upon the advice of counsel, failure to make such disclosure would be inconsistent with applicable laws. (c) Audiovox Each of Parent and Purchaser agrees that it will advise provide Seller with the Purchaser, promptly after information concerning it receives notice thereof, of any request by the SEC for amendment of required to be included in the Proxy Statement and will vote, or comments thereon cause to be voted, all of the shares of Seller Common Stock then owned by it, directly or indirectly, or over which it has the power to vote, in favor of approval of this Agreement and responses thereto or requests by the SEC for additional informationtransactions contemplated hereby. Parent and Purchaser shall have the right to review in advance all characterizations and information related to them, this Agreement and the transactions contemplated hereby which appear in the Proxy Statement. (d) Audiovox represents that the Each of Parent, Purchaser and Seller agrees promptly to correct any information provided by it for use in the Proxy Statement as and to the extent it shall not, at (i) have become false or misleading in any material respect and to supplement the time information provided by it specifically for use in the Proxy Statement (or to include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovoxinformation that shall have become necessary, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under in which they were made, not misleading. All documents that Audiovox is responsible for filing , and Seller further agrees to take all steps necessary to cause the Proxy Statement, as so corrected or supplemented, to be filed with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as and to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, be disseminated to its shareholders and the rules Senior Note Holders, in each case as and regulations thereunderto the extent required by applicable federal securities laws.

Proxy Statement. (a) As promptly soon as reasonably practicable after the execution of this Agreementdate hereof, Audiovox the Purchaser and the Company shall prepare and the Purchaser shall file with the SEC the a preliminary proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholdersas amended, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) with the SEC for purposes of (a) approval of this Agreement and the Merger and the other transactions contemplated hereby, (b) approval of the Amended and Restated Purchaser Charter, (c) approval of the Purchaser Equity Plan, and (d) approval of any adjournment of the Purchaser Stockholder Meeting in the event the Purchaser does not receive the requisite vote to approve the matters set forth in clause (a) through (c) above (the approvals described in foregoing clauses (a) through (d), collectively, the “Purchaser Stockholder Matters”). The Seller Proxy Statement and any other SEC filings shall furnish all information concerning be in a form mutually agreed by the Seller as Audiovox may reasonably request in connection with such actions Purchaser, the Company and the preparation of the Proxy StatementStockholders’ Representative. As promptly as reasonably practicable after following the execution later of this Agreement, Audiovox shall mail (i) receipt and resolution of SEC comments with respect to the Proxy Statement and the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Purchaser and the Company shall cooperate to its file the definitive Proxy Statement and cause the definitive Proxy Statement to be mailed to the Purchaser’s stockholders. The Purchaser shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Purchaser Stockholder Matters to (A) comply as to form in all material respects with all applicable SEC requirements and (B) otherwise comply in all material respects with all applicable Law. (b) Except as provided in Section 5.06(c), Audiovox covenants that none The Purchaser shall notify the Company promptly of the Audiovox Board receipt of any comments (written or any committee thereof shall withdraw oral) from the SEC or modify, its staff (or propose of notice of the SEC’s intent to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and review the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval Statement) and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC or its staff or any other official of any Authority for amendment of amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and shall supply the Company with copies of all correspondence between the Purchaser or any of its representatives, on the one hand, and the SEC, or its staff or any other official of any Authority, on the other hand, with respect to the Proxy Statement or such other filing. The Purchaser shall (i) consult with the Company prior to responding to any comments thereon or inquiries by the SEC or any other Authority with respect to any filings related to this agreement and responses thereto the Merger, (ii) provide the Company and its representatives with reasonable opportunity to review and comment on any such written response in advance and consider in good faith the incorporation of any changes reasonably proposed by the Company, and (iii) promptly inform the Company whenever any event occurs that requires the filing of an amendment or requests supplement to the Proxy Statement or any other filing, and the Purchaser shall provide the Company and its representatives with a reasonable opportunity to review and comment on any such amendment or supplement in advance and consider in good faith the incorporation of any changes reasonably proposed by the Company and its representatives, and shall cooperate in filing with the SEC or its staff or any other official of any Authority, and/or mailing to the Purchaser’s stockholders, such amendment or supplement. (c) The Company shall provide the Purchaser with all reasonable information concerning the business of the Company and the management, operations and financial condition of the Company as is required by the SEC for additional informationinclusion in the Proxy Statement (“Company Information”), including, all financial statements required by relevant securities laws and regulations (the “Required Financial Statements”), which shall be prepared under such accounting principles and for such periods as required by the forms, rules and regulations of the SEC or as requested by the SEC in connection with its review of the Proxy Statement. Subject to the Company’s review and approval of any Proxy Statement including Company Information and the consent of the Company’s auditor to the inclusion of the Required Financial Statements in the Proxy Statement (in each case, such approval or consent not to be unreasonably withheld, conditioned or delayed), the Company acknowledges and agrees that Company Information (including the Required Financial Statements), or summaries thereof or extracts therefrom, may be included in the Proxy Statement. In connection therewith, the Company shall instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company to reasonably cooperate with Purchaser as relevant if required to achieve the foregoing. The Purchaser agrees to provide the Company with a reasonable opportunity to review any Proxy Statement and to not file the Proxy Statement without the Company’s approval (such approval not to be unreasonably withheld, conditioned or delayed). (d) Audiovox represents that As of the date of the filing of the Proxy Statement with the SEC, none of the Company Information, Required Financial Statements or other financial information supplied by the Company for inclusion in the Proxy Statement shall notStatement, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time and none of the Audiovox Stockholders’ Meeting comparable financial and (iii) other information supplied by the ClosingPurchaser, shall contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for If at any time prior to Closing, a change in such financial or other information which would make the preceding sentence incorrect, should be discovered by the Company or the Purchaser, as the case maybe, such party shall promptly notify the other party of such change. The Company shall reasonably cooperate with Purchaser in its filing of the Proxy Statement and shall instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company to reasonably cooperate with Purchaser in connection therewith. (e) Prior to the filing of a definitive Proxy Statement with the SEC SEC, the Purchaser shall establish a record date for, duly call, give notice of, convene and hold a meeting of the Purchaser’s stockholders (including any adjournment or postponement thereof, the “Purchaser Stockholder Meeting”) to be held as promptly as reasonably practicable following the filing of the definitive Proxy Statement for the sole purpose of obtaining approval of the Purchaser Stockholder Matters (including any adjournment of such meeting for the purpose of soliciting additional proxies in connection favor of such Purchaser Stockholder Matters) and such other matter as may be agreed by the Company. The Purchaser shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the Purchaser Stockholder Matters and take all other reasonable action necessary or advisable to obtain such proxies and such stockholder approval and to secure the vote or consent of its stockholders required by and in compliance with this Agreement or all applicable Law and the transactions contemplated by this Agreement will comply as to form and substance in all material respects Purchaser Organizational Documents. The Purchaser (i) shall consult with the applicable requirements Company regarding the record date and the date of the Securities Exchange Act Purchaser Stockholder Meeting and (ii) shall not adjourn or postpone the Purchaser Stockholder Meeting without the prior written consent of 1934Company; provided that the Purchaser may adjourn or postpone the Purchaser Stockholder Meeting (A) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that the Purchaser reasonably determines (following consultation with Company) is necessary to comply with applicable Laws, is provided to the Purchaser’s stockholders in advance of a vote on the adoption of this Agreement, (B) if, as amendedof the time that the Purchaser Stockholder Meeting is originally scheduled, there are insufficient shares of Purchaser Common Stock represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Purchaser Stockholder Meeting, or (C) if, as of the time that the Purchaser Stockholder Meeting is originally scheduled, adjournment or postponement of the Purchaser Stockholder Meeting is necessary to enable the Purchaser to solicit additional proxies required to obtain such stockholder approval. (f) The Proxy Statement shall include a statement to the effect that the Purchaser’s board of directors has unanimously recommended that the Purchaser’s stockholders vote in favor of the Purchaser Stockholder Matters at the Purchaser Stockholder Meeting and neither the rules and regulations thereunderPurchaser’s board of directors nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, such recommendation.

Proxy Statement. (a) As promptly If required by applicable Law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable Law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable after following the execution acceptance for payment and purchase of the Shares by Merger Sub pursuant to the Offer for the purpose of considering and taking action upon this Agreement, Audiovox shall ; (ii) prepare and file with the SEC the a preliminary proxy or information statement to be sent to the stockholders of Audiovox relating to the meeting of Merger and this Agreement and shall (x) obtain and furnish the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) information required to be held included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to consider approval and adoption of this Agreement respond promptly to any comments made by the SEC with respect to the preliminary proxy or any information statement to be sent to such stockholders, as appropriate (such and cause a definitive proxy statement or information statement, statement (as amended or supplemented, being referred to herein as the “"Proxy Statement”). The Seller shall furnish all information concerning ") to be mailed to its stockholders and (y) obtain the Seller as Audiovox may reasonably request necessary approvals of the Merger and this Agreement by its stockholders; and (iii) include in connection with such actions the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of approval of the Merger and the preparation of the Proxy Statement. As promptly as practicable after the execution adoption of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided Parent agrees that it will provide the Company with the information concerning Parent and Merger Sub required to be included in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeand will vote, or cause to be voted, all of the recommendation to the stockholders Shares then owned by it, Merger Sub or any of Audiovox its other Subsidiaries and affiliates in favor of approval of the Merger and the adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”)Agreement. (c) Audiovox will advise Each of Parent, Merger Sub and the Purchaser, Company agrees promptly after to correct any information provided by it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information use in the Proxy Statement as and to the extent it shall not, at (i) have become false or misleading in any material respect and to supplement the time information provided by it specifically for use in the Proxy Statement (or to include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovoxinformation that shall have become necessary, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under in which they were made, not misleading. All documents that Audiovox is responsible for filing , and the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected or supplemented, to be filed with the SEC and to be disseminated to holders of Shares, in connection with this Agreement or each case as and to the transactions contemplated extent required by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderfederal securities laws.

Proxy Statement. (a) As promptly as practicable after the execution date hereof, Parent shall prepare, with the reasonable assistance of this Agreementthe Company, Audiovox shall prepare and (provided, that the Company has provided to Parent all of the information described in Section 5.20(e) hereof, including such financial statements and other information of the Company and its Subsidiaries to be delivered to Parent by the Company or its auditors and required to be included in the Proxy Statement) file with the SEC the SEC, in preliminary form, a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholdersas amended, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) for the purpose of soliciting proxies from holders of Parent Common Stock for the matters to be acted upon at the Parent Special Meeting and providing the holders of Parent Common Stock with instructions regarding the opportunity to have their Parent Common Stock redeemed (the “Redemption”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(cThe Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent stockholders to vote, at an extraordinary general meeting of Parent stockholders to be called and held for such purpose (the “Parent Special Meeting”), Audiovox covenants that none in favor of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, resolutions approving (i) the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includetransactions contemplated hereby, including the recommendation to Mergers, (ii) the stockholders approval of Audiovox in favor the issuance of approval and the Share Consideration, (iii) the adoption of this Agreement and approval of the Amended Parent Charter, (iv) the adoption and approval of a new equity incentive plan, in the form attached hereto as Exhibit L, with such changes thereto as Parent and the Company may mutually agree (the “Parent Equity Incentive Plan”), (v) the appointment, and designation of classes, of the members of the Post-Closing Board, and appointment of the members of any committees thereof, in each case in accordance with hereof, (vi) such other matters as the Company and Parent shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Audiovox RecommendationRequired Approval Matters”), and (vii) the adjournment of the Parent Special Meeting, if necessary or desirable in the reasonable determination of Parent. If on the date for which the Parent Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Approval Matters, whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Parent Special Meeting. (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of In connection with the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall notStatement, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing Parent will file with the SEC in connection with this Agreement or financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in Parent’s organizational documents, the Company Charter Documents, the CGCL, the DGCL and the rules and regulations of the SEC and Nasdaq. Parent and the Company shall provide the respective counsel of the other party with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. (d) The Company acknowledges that a substantial portion of the Proxy Statement will include disclosure regarding the Company, its officers, directors and stockholders, and its business, management, operations and financial condition. Accordingly, the Company shall provide Parent with such information concerning the Company, the Subsidiaries and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto or any other statement, filing, notice or application required to be made by or on behalf of Parent to the SEC or Nasdaq in connection with the transactions contemplated hereby. (e) Each of Parent and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Proxy Statement, the Parent Special Meeting, the Redemption and the Company Special Meeting, to have the Proxy Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Proxy Statement effective as long as is necessary to consummate the transactions contemplated hereby. Each of Parent and the Company shall, and shall cause each Subsidiary to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and Parent in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Parent shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Parent stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents. (f) If applicable, the Parent and the Company, with the assistance of the other parties, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use its commercially reasonable efforts to cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Each party shall provide the other party with copies of any written comments, and shall inform the other party of any material oral comments, that such party or its Representatives receive from the SEC or its staff with respect to the Proxy Statement, the Parent Special Meeting, the Redemption and the Company Special Meeting promptly after the receipt of such comments and shall give the other party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (g) Parent will cause the definitive Proxy Statement to be filed with the SEC and to be distributed to Parent’s stockholders and, pursuant thereto, Parent shall call the Parent Special Meeting in accordance with the DGCL for a date as promptly as practicable, but in no event later than 45 days of (i) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (ii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of review by the SEC (the “Proxy Effectiveness”).

Proxy Statement. (a) As promptly as practicable after the execution of this Agreementdate hereof, Audiovox Parent shall prepare and file with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplementedsupplemented from time to time, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning ) for the Seller as Audiovox may reasonably request purpose of soliciting proxies from Parent’s stockholders to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting and providing holders of Parent Common Stock the opportunity to have their shares of Parent Common Stock redeemed in connection with such actions the stockholder vote on the Required Approval Matters in accordance with Parent’s Charter Documents, applicable Law, and any applicable rules and regulations of the preparation of SEC and Nasdaq. In the Proxy Statement, Parent shall seek approval of the following matters (the “Required Approval Matters”): (i) approval of this Agreement and the Transactions and the transactions contemplated thereby, (ii) approval of the issuance of shares of Parent Common Stock to be issuable (A) upon the exercise of warrants issued to Company equityholders, (B) upon the exchange of Survivor Class B Units pursuant to the Exchange Agreement, (C) in connection with the Sequel Youth and Family Services Stock Incentive Plan, substantially in the form attached hereto as Exhibit O, or (D) in connection with the conversion of preferred stock of Parent into Parent Common Stock consistent with the Preferred Stock Term Sheet, (iii) approval of the Amended and Restated Certificate of Incorporation of Parent in the form attached hereto as Exhibit P with respect to increasing the authorized common stock and preferred stock of Parent, changing the classification of Parent’s Board of Directors from two to three classes with staggered three year terms of office, changing Parent’s name to “Sequel Youth and Family Services, Inc.”, and removing and changing certain provisions related to Parent’s status as a blank check company, (iv) a proposal to elect nine (9) directors to the Board of Directors of Parent, (v) a proposal to approve and adopt the Sequel Youth and Family Services Stock Incentive Plan, substantially in the form attached hereto as Exhibit O and (vi) the adjournment of the meeting (the “Parent Stockholder Meeting”), if necessary, to permit further solicitation and vote of proxies. As promptly as practicable after approval of the execution of this AgreementProxy Statement by the SEC (but in any event, Audiovox within seven (7) Business Days), Parent shall mail commence mailing the Proxy Statement to its stockholdersstockholders and, as promptly as practicable thereafter, Parent shall use commercially reasonable efforts to hold the Parent Stockholder Meeting and to solicit from each of Parent’s stockholders a proxy or vote in favor of proposals to approve the Required Approval Matters. (b) Except as provided The Company shall promptly provide, and The ▇▇▇▇▇▇ Revocable Trust shall cause ▇▇▇▇ ▇. ▇▇▇▇▇▇ to provide, to Parent all information concerning the Company and the Company Subsidiaries that may be required by applicable Law or Nasdaq or reasonably requested by Parent for inclusion in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeor in response to any comments of the SEC or its staff with respect to the Proxy Statement or any other supplements, amendments or proxy soliciting materials (collectively, the recommendation “Proxy Documents”). Parent shall provide drafts of the Proxy Statement to the Company within a reasonable time prior to filing for review and comment by the Company (including the final draft to be filed with the SEC), and Parent shall consider in good faith any comments of the Company. All information provided by the Company, ▇▇▇▇ ▇. ▇▇▇▇▇▇ or Parent for inclusion in the Proxy Statement or Proxy Documents shall not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Closing, a party hereto discovers that any such information contains a misstatement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such party shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC by Parent and disseminated to the stockholders of Audiovox in favor of approval Parent; provided, however, that no information received by any party hereto pursuant to this Section 5.1(b) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and adoption of this Agreement and approval of no such information shall be deemed to change, supplement or amend the transactions contemplated by this Agreement (the “Audiovox Recommendation”)Disclosure Schedule or Parent Disclosure Schedule. (c) Audiovox No amendment or supplement to the Proxy Statement will be made by Parent without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (provided that such approval shall not be required for any amendment or supplement that is required by the SEC or applicable Law), and Parent shall promptly transmit any such amendment or supplement to its stockholders, if at any time prior to the Parent Stockholder Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement. Parent will advise the Purchaser, Company promptly after it receives notice thereofthe Proxy Statement has been approved by the SEC or any supplement or amendment has been filed, or the issuance of any stop order, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in When filed, the Proxy Statement and Proxy Documents shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderNasdaq.

Proxy Statement. (ai) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox shall the Issuer shall, in accordance with this Section 6.1(a), prepare and file furnish with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders Issuer (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to as such stockholders, as appropriate (such proxy statement or information statement, as filing is amended or supplemented, being referred to herein as the “Proxy Statement”), for the purpose of soliciting proxies from holders of the Issuer’s equity securities to vote at the Special Meeting (as defined below) in favor of the Issuer Shareholder Matters. Without the prior written consent of the Purchaser, the Issuer Shareholder Matters shall be the only matters (other than procedural matters) which the Issuer shall propose to be acted on by the Issuer’s shareholders at the Special Meeting. The Seller Issuer shall ensure that the Proxy Statement complies to form and substance with the applicable Laws and the Organizational Documents of the Issuer. The Issuer shall furnish all information concerning the Seller Proxy Statement with the SEC and cause the Proxy Statement to be mailed or otherwise given in any manner permitted by applicable Laws and the Organizational Documents of the Issuer to its shareholders of record, as Audiovox may reasonably request in connection with of the record date to be established by the board of directors of the Issuer pursuant to Section 6.1(b) as promptly as practicable following the filing of the Proxy Statement (such actions and date, the “Proxy Filing Date”). (ii) In the preparation of the Proxy Statement. As promptly as practicable after , the execution Issuer will make available to the Purchaser drafts of this Agreement, Audiovox shall mail the Proxy Statement and any other documents to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants be filed or furnished with the SEC that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose relate to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement hereunder, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Purchaser with a reasonable opportunity to comment on such drafts and shall includeconsider such comments in good faith. In relation to the Transaction, the recommendation Issuer shall not file or furnish any such documents with, or respond to any comments or requests from, the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval SEC without the prior written consent of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox Purchaser. The Issuer will advise the Purchaser, Purchaser promptly (and in any event within one (1) Business Day) after it receives notice thereof, of any request by of: (A) the SEC for amendment of time when the Proxy Statement has been furnished with the SEC; (B) the furnishing of any supplement or comments thereon amendment to the Proxy Statement; and responses thereto or (C) requests by the SEC for additional informationinformation relating to the Proxy Statement, in each case of (A), (B) and (C), together with a copy of the Proxy Statement, supplement or amendment thereto, or such request, as applicable. (diii) Audiovox represents If, at any time prior to the Closing, the Issuer discovers any information (or, pursuant to the next sentence, is informed by the Purchaser that the information it has discovered any information) that should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain so that it would not include any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents , the Issuer shall promptly file or furnish an amendment or supplement to the Proxy Statement describing or correcting such information such that Audiovox is responsible for filing with the SEC Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in connection with this Agreement or order to make the transactions contemplated by this Agreement will comply as to form and substance statements, in all material respects with the applicable requirements light of the Securities Exchange Act circumstances under which they were made, not misleading, and, to the extent required by applicable Laws, disseminate such amendment or supplement to the Issuer’s shareholders. If, at any time prior to the Closing, the Purchaser discovers any information, event or circumstance relating to itself, its business or any of 1934its Affiliates, as amendedofficers, and directors or employees that should be set forth in an amendment or a supplement to the rules and regulations thereunderProxy Statement so that it would not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then it shall promptly inform the Issuer of such information, event or circumstance.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox shall the Company shall, in consultation with Parent and Merger Sub, prepare and the Company shall file with the SEC the proxy statement to be sent to of the stockholders of Audiovox Company (together with any amendment or supplements thereto, the “Proxy Statement”) relating to the special meeting of the Audiovox stockholders Company’s shareholders (the “Audiovox Stockholders’ Company Shareholders Meeting”) to be held to consider approval and adoption of this Agreement or any information statement and the Merger and shall use reasonable best efforts to cause the Proxy Statement to be sent filed with the SEC within 30 days of the date hereof. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to such stockholdersthe National Association of Securities Dealers, as appropriate Inc. (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy StatementNASD”). The Seller Parent or the Company, as the case may be, shall furnish all information concerning itself that is required to be included in the Seller as Audiovox may reasonably request Proxy Statement and any other filings required to be made with he SEC in connection with such actions within this Agreement and the preparation of transactions contemplated hereby (the Proxy Statement“Other Filings”). As promptly as practicable after the execution of this AgreementCompany is notified that the SEC has no further comments to the Proxy Statement, Audiovox shall mail the Proxy Statement shall be mailed to its stockholdersthe shareholders of the Company as of the record date established for the Company Shareholders Meeting. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable requirements of Law, including (i) the Exchange Act, including Sections 14 thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the NASD and (iv) the NJBCA. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the The Proxy Statement shall include, include the recommendation of the Board of Directors of the Company to the stockholders shareholders of Audiovox the Company that they vote in favor of approval and the adoption of this Agreement and approval the Merger; provided, however, that subject to Section 7.5(b), the Board of Directors of the transactions contemplated by this Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company makes an Adverse Recommendation Change in accordance with Section 5.7. In addition, the Proxy Statement and the Proxy Materials will include a copy of the Merger Agreement (and the “Audiovox Recommendation”)written opinion of the Company Financial Advisor referred to in Section 3.19. (c) Audiovox No amendment or supplement to the Proxy Statement will be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent and the Company will (i) advise the Purchaserother, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional informationinformation and (ii) provide the other with copies of all filings made with the SEC and all correspondence (including comment letters) between the Company and the SEC with respect to the Proxy Statement. The Company, Parent and Merger Sub shall cooperate and consult with each other in preparation of the Proxy Statement and the Company will provide Parent and Merger Sub a reasonable opportunity for review and comment on the draft proxy statement (including each amendment or supplement thereto) and the Other Filings. The Company, Parent and Merger Sub shall use their reasonable best efforts to resolve all comments from the SEC with respect to the Proxy Statement as promptly as practicable. (d) Audiovox represents that The information supplied by the information Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement Materials (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of Audiovoxthe Company, (ii) the time of the Audiovox StockholdersCompany Shareholders’ Meeting Meeting, and (iii) the ClosingEffective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merger Sub. All documents that Audiovox the Company is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement hereby will comply as to form and substance in all material respects with the applicable requirements of the NJBCA, the Securities Act and the Exchange Act Act. (e) The information supplied by Parent for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Materials (or any amendment of 1934or supplement to the Proxy Materials) are first mailed to the shareholders the Company, as amended(ii) the time of the Company Shareholders Meeting, and (iii) the rules Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any subsidiary of Parent, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and regulations thereundersubstance in all material respects with the applicable requirements of the NJBCA, the Securities Act and the Exchange Act. (f) The information supplied by any party for inclusion in another party’s Other Filing will be true and correct in all material respects and shall not fail to state any material fact required to be stated in the Other Filing or necessary in order to make the statements in the Other Filing not misleading.

Proxy Statement. (a) As promptly as practicable after following the execution date of this Agreement, Audiovox Parent shall prepare and file with the SEC the SEC, a proxy statement to be sent to the stockholders of Audiovox relating to the meeting in preliminary form of the Audiovox stockholders type contemplated by Regulation 14A promulgated under the Exchange Act (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) in order to facilitate the solicitation by Parent of proxies from Parent’s stockholders to approve at the Parent Special Meeting, by the requisite vote of Parent’s stockholders under the DGCL, Parent’s Organizational Documents, and the rules and regulations of the New York Stock Exchange and applicable Laws (the “Requisite Parent Stockholder Vote”): (1) the issuance of Parent Common Stock as consideration in the transactions contemplated hereby pursuant to the requirements of Rule 312.03 in the New York Stock Exchange Listed Company Manual, and (2) any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Parent Stockholder Matters”). The Seller Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent’s stockholders at the Parent Special Meeting. Parent shall use its reasonable best efforts to file the preliminary Proxy Statement within thirty (30) days following the date of this Agreement. (b) Parent shall use its reasonable best efforts to (i) cause the Proxy Statement, when filed with the SEC, to comply with all legal requirements applicable thereto, including the applicable requirements of the Exchange Act and the rules and regulations thereunder, (ii) promptly provide responses to the SEC with respect to all comments received on Proxy Statement from the SEC, and (iii) cause the Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. Parent shall cause the definitive Proxy Statement to be mailed to its stockholders as of the applicable record date as promptly as practicable (and in any event within three (3) Business Days) following the earlier of (x) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or (y) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). Each Party shall furnish all information concerning it and its Affiliates to the Seller other Party as Audiovox necessary to be included in the Proxy Statement and shall provide such other assistance as may be reasonably request requested by the other party in connection with such actions the Proxy Statement and shall otherwise reasonably assist and cooperate with the other Party in the preparation of the Proxy StatementStatement and the resolution of any comments received from the SEC. As promptly In furtherance of the foregoing, the Company (i) agrees to provide Parent with all information concerning the business, management, operations and financial condition of the Company, in each case, as practicable after the execution of this Agreement, Audiovox shall mail necessary for inclusion in the Proxy Statement to its stockholders. (b) Except and as provided reasonably requested by Parent for inclusion in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement and (ii) shall include, cause the recommendation to the stockholders of Audiovox in favor of approval officers and adoption of this Agreement and approval employees of the transactions contemplated by this Agreement (Company to be reasonably available to Parent and its counsel in connection with the “Audiovox Recommendation”)drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. (c) Audiovox will advise If any information relating to the PurchaserCompany or Parent, promptly after it receives notice thereofor any of their respective Affiliates, of any request directors or officers, should be discovered by the SEC for Company or Parent which is required to be set forth in an amendment of or supplement to the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents so that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or such document would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing , the Party which discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by and in connection compliance with this Agreement applicable Law, disseminated to the stockholders of the Parent. Parent shall promptly notify the Company of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written communication of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement, (v) the issuance of any stop order by the SEC, (vi) any request by the SEC for amendment of the Proxy Statement and (vii) the receipt of any comments from the SEC or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements staff of the Securities Exchange Act SEC and of 1934any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall, as amendedpromptly as practicable after receipt thereof, supply the Company with copies of all written correspondence between it or any of its Representatives, on the one hand, and the rules SEC or the staff of the SEC, on the other hand, or, if not in writing, a description of such communication, with respect to the Proxy Statement or the Mergers. No filing of, or amendment or supplement to the Proxy Statement, or response to any comments from the SEC or the staff of the SEC relating to the Proxy Statement, will be made by Parent without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) and regulations thereunderwithout providing the Company a reasonable opportunity to review and comment thereon, which comments shall be considered in good faith by Parent, unless pursuant to a telephone call initiated by the SEC. Parent shall include the Parent Recommendation in the Proxy Statement.

Proxy Statement. (aA) As promptly soon as reasonably practicable (but in no event later than 60 days) after the execution of this Agreement, Audiovox at a date determined by FBG in it sole discretion, FBG shall prepare and file the Registration Statement (which shall contain the Proxy Statement) with the SEC in connection with the registration under the Securities Act of the aggregate shares of FBG Common Stock to be issued in the Merger pursuant to Section 2.1. FBG shall use its reasonable best efforts to cause the Registration Statement to become effective under the Securities Act and take any action required to be taken under the applicable state securities laws in connection with the issuance of the shares of FBG Common Stock upon consummation of the Merger. AFI and Anderen Bank shall each cooperate in the preparation and filing of the Registration Statement and shall, in the case of AFI and Anderen Bank, each furnish all information concerning it and the holders of its capital stock as FBG may request in connection with such action. FBG and AFI shall make all necessary filings with respect to the Merger under the Securities Act and applicable state securities laws. (B) Except as expressly permitted by Section 5.2(B), AFI shall as promptly as practicable following the effectiveness of a Registration Statement under the Securities Act and in conjunction with FBG prepare and mail to AFI’s shareholders a notice of meeting, proxy statement to be sent to and form of proxy in accordance with applicable Law for the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption by AFI shareholders of this Agreement or and the Merger and for the approval by AFI shareholders of any information statement other matters required to be sent to such stockholders, as appropriate facilitate consummation of the Merger (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request All costs and expenses incurred in connection with such actions and the preparation mailing of the Proxy StatementStatement shall be borne equally by AFI and FBG. As promptly AFI shall not mail the Proxy Statement prior to effectiveness of the Registration Statement under the Securities Act without FBG’s prior written consent (such consent not to be unreasonably withheld or delayed). Except as practicable after expressly permitted by Section 5.2(B), the execution Proxy Statement shall include the recommendation of AFI’s Board of Directors in favor of adoption and approval of this Agreement, Audiovox shall mail the Proxy Statement to its stockholdersMerger and the other transactions contemplated hereby. (bC) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the The Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses supplement thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed date of mailing to the stockholders of Audiovox, (ii) shareholders and at the time of the Audiovox Stockholders’ Meeting and (iii) the ClosingShareholders Meeting, contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with If AFI or FBG shall become aware prior to the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements time of the Securities Exchange Act Shareholders Meeting of 1934any information furnished by the other party that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, as amendedor to omit to state any material fact necessary to make the statements therein not false or misleading, such party shall promptly inform the other party thereof and to take the rules and regulations thereundernecessary steps to correct the Proxy Statement.

Proxy Statement. (a) As promptly as practicable after following the execution and delivery of this AgreementAgreement and the availability of the PCAOB Financial Statements, Audiovox shall Parent shall, in accordance with this Section 6.10, prepare and file with the SEC the SEC, in preliminary form, a proxy statement in connection with the transactions contemplated hereby and the Offer (as amended or supplemented, the “Proxy Statement”) and provide its stockholders with the opportunity for shares of Parent Common Stock to be redeemed in an amount not to exceed 13,930,662 (the “Offering Shares”) in conjunction with a stockholder vote on the transactions contemplated hereby, such proxy to be sent to the stockholders of Audiovox Parent relating to the meeting Parent Common Stockholders Meeting in definitive form, all in accordance with and as required by Parent’s Organizational Documents, any related agreements with Parent and its Affiliates, applicable Law and any applicable rules and regulations of the Audiovox stockholders SEC and NASDAQ. Without limitation, in the Proxy Statement, Parent shall (i) solicit proxies from holders of Parent Common Stock and Parent Class B Stock to vote at the “Audiovox Stockholders’ Meeting”Parent Common Stockholders Meeting in favor of (A) to be held to consider approval and the adoption of this Agreement or any information statement and the approval of the transactions contemplated hereby pursuant to Section 251 of the DGCL, (B) the issuance of Parent Common Stock issuable pursuant to this Agreement at the Effective Time, (C) the adoption of an Omnibus Incentive Plan, previously approved by the Board of Directors of Parent, in form and substance as set forth in Exhibit K, with such changes as may be sent to such stockholders, as appropriate mutually agreed between Parent and the Company (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy StatementOmnibus Plan”), and (D) any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”), and (ii) file with the SEC financial and other information about the transactions contemplated hereby in accordance with Regulation 14A of the Exchange Act. The Seller shall furnish all information concerning Proxy Statement will comply as to form and substance with the Seller as Audiovox may reasonably request in connection with such actions applicable requirements of the Exchange Act and the preparation of the Proxy Statementrules and regulations thereunder. As promptly as practicable after following the execution clearance of this Agreementthe Proxy Statement by the SEC, Audiovox Parent shall mail the Proxy Statement to holders of Parent Common Stock and Parent Class B Stock of record, as of the record date to be established by the board of directors of Parent. The Company shall furnish all information concerning it and its stockholdersAffiliates to the Parent, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with Parent’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Proxy Statement. Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. (b) Except as provided in Section 5.06(c)Prior to filing with the SEC, Audiovox covenants that none Parent will make available to the Company drafts of the Audiovox Board Proxy Statement, both preliminary and definitive, and any material amendment or any committee thereof shall withdraw or modify, or propose supplement to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement and will provide the Company with a reasonable opportunity to comment on such drafts, shall includeconsider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the recommendation Company in connection therewith. Parent shall provide written notice (email permitted) to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of Company upon filing any such documents with the transactions contemplated by this Agreement SEC (including response to any comments from the “Audiovox Recommendation”SEC with respect thereto). (c) Audiovox . Parent will advise the Purchaser, Company promptly after it receives receipt of notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement or the Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement, (v) any request by the SEC for amendment of the Proxy Statement, (vi) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto thereto, or (vii) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Proxy Statement and each shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any material requests or comments from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts. (dc) Audiovox represents If at any time prior to the Parent Common Stockholder Meeting there shall be discovered any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. All documents If, at any time prior to the Effective Time, the Company discovers any information, event or circumstance relating to the Company or any of its Affiliates, officers, directors or employees that Audiovox is responsible for filing should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement, as applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Parent of such information, event or circumstance. (d) Parent shall make all necessary filings with the SEC in connection with this Agreement or respect to the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of hereby under the Securities Act, the Exchange Act of 1934, as amended, and the applicable “blue sky” laws and any rules and regulations thereunder. (e) The Company shall use its commercially reasonable efforts to promptly provide Parent with all information concerning the Company reasonably requested by Parent for inclusion in the Proxy Statement and any amendment or supplement thereto (if any). The Company shall cause the officers and employees of the Company to be reasonably available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. (f) Parent shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article IX. Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, NASDAQ or the respective staff thereof that is applicable to the Offer. Nothing in this Section 6.10(f) shall (i) impose any obligation on Parent to extend the Offer beyond the Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement in accordance with Article IX. (g) Parent shall use its reasonable best efforts to (i) cause the shares of Parent Common Stock to be issued to the Equityholders as provided in Article II to be approved for listing on NASDAQ upon issuance, and (ii) make all necessary and appropriate filings with NASDAQ and undertake all other steps reasonably required prior to the Closing Date to effect such listing.

Proxy Statement. (a) As If required by Nasdaq Listing Rules, including, but not limited to Listing Rule 5635, as promptly as practicable after the execution of this Agreementdate hereof, Audiovox and in consultation with Vendors’ Representative, Parent shall prepare and file with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplementedsupplemented from time to time, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning ) calling a special meeting of Parent’s stockholders (the Seller as Audiovox may reasonably request “Stockholder Meeting”) in connection accordance with such actions its certificate of incorporation and bylaws seeking the preparation approval of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or Parent’s stockholders for the transactions contemplated by this Agreement and the Proxy Statement other Transaction Documents, and the Corporation and the Vendors’ Representation shall include, use their commercially reasonable efforts to obtain and furnish to Parent any financial and other information about the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated Corporation required by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), to be included in the Proxy Statement all in accordance with and as required by Parent’s certificate of incorporation and bylaws, applicable Law and any applicable rules and regulations of the SEC and Nasdaq. In connection with the Proxy Statement, Parent will also file with the SEC all financial and other information about Parent, the Corporation and the transactions contemplated by this Agreement and the other Transaction Documents in accordance with applicable proxy solicitation rules set forth in Parent’s certificate of incorporation and bylaws, applicable law and any applicable rules and regulations of the SEC and Nasdaq (such Proxy Statement, together with any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Proxy Documents”). Except with respect to the financial and other information provided by or on behalf of the Corporation for inclusion in the Proxy Documents, Parent shall ensure that, when filed, the Proxy Statement and other Proxy Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Parent shall cause the Proxy Documents to be disseminated as promptly as practicable after receiving clearance from the SEC to Parent’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”). Subject to any information provided for inclusion therein by the Corporation, Parent shall cause the Proxy Documents to comply in all material respects with the Federal Securities Laws. Parent shall provide copies of the proposed forms of the Proxy Documents (including, in each case, any amendments or supplements thereto) to the Corporation such that the Corporation and its Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and Parent shall reasonably consider in good faith any comments of the Corporation and its Representatives. Parent shall respond promptly to any comments of the SEC or its staff with respect to the Proxy Documents and promptly correct any information provided by it for use in the Proxy Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Parent shall amend or supplement the Proxy Documents and cause the Proxy Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Parent stockholders, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and Parent’s certificate of incorporation and bylaws. Parent shall provide the Corporation and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Parent or any of its Representatives receive from the SEC or its staff with respect to the Proxy Documents promptly after the receipt of such comments and shall give the Corporation a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. As promptly as reasonably practicable after the Proxy Statement has “cleared” comments from the SEC, Parent shall cause the definitive Proxy Statement to be filed with the SEC and disseminated to Parent stockholders, and shall duly call, give notice of, convene and hold the Stockholder Meeting. On or before July 15, 2019, Parent shall advise the Corporation in writing if Parent Stockholder Approval and/or a Stockholder Meeting is required pursuant to this Agreement.

Proxy Statement. (a) As promptly as practicable after the execution of this AgreementAgreement Stockholder, Audiovox in cooperation with Buyer, shall prepare and file with the SEC the a proxy statement (the "Stockholder Proxy Statement") to be sent to the stockholders of Audiovox relating to Stockholder in connection with the meeting of the Audiovox Company's stockholders (the “Audiovox Stockholders’ "Stockholder Meeting”") to be held called pursuant to consider Section 11 hereof for purposes of obtaining the approval and adoption by the stockholders of this Agreement or any information statement Stockholder required under Chapter 156B of the Massachusetts General Laws ("Massachusetts Law") of the disposition by Stockholder of the Shares pursuant to be sent to such stockholders, as appropriate the Merger (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”"Stockholder Voting Proposal"). The Seller Stockholder shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation endeavor to promptly respond to any comments of the Proxy StatementSEC. As promptly as practicable after Stockholder shall use its commercially reasonable efforts to cause the execution of this Agreement, Audiovox shall mail the Stockholder Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation be mailed to the stockholders of Audiovox in favor Stockholder at the earliest practicable time. Stockholder shall notify Buyer and the Company promptly upon the receipt of approval any comments from the SEC or its staff or any other government officials and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC or its staff or any other government officials for amendment of amendments or supplements to the Stockholder Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that information and shall supply Buyer and the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (Company with copies of all correspondence between Stockholder or any amendment thereof of its representatives, on the one hand, and the SEC, or supplement thereto) is first mailed its staff or any other government officials, on the other hand, with respect to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain Stockholder Proxy Statement. Whenever any untrue statement of a material fact or fail to state any material fact event occurs which is required to be stated therein set forth in an amendment or necessary supplement to the Stockholder Proxy Statement, Stockholder, the Company or Buyer, as the case may be, shall promptly inform the other of such occurrence and cooperate in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Stockholder, such amendment or supplement. Stockholder will include in connection the Stockholder Proxy Statement the Stockholder Board Recommendation. Stockholder shall promptly make all necessary filings with this Agreement or respect to the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of Merger under the Securities Exchange Act of 19341933, as amended, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder. Each of the Company and Buyer shall cooperate with the Stockholder in connection with the preparation of the Stockholder Proxy Statement and shall furnish all information relating to it and the Merger as the Stockholder may reasonably request for inclusion in the Stockholder Proxy Statement.

Proxy Statement. (ai) As promptly as reasonably practicable after following the execution and delivery of this Agreement, Audiovox shall Acquiror shall, in accordance with this Section 8.02(a), and each Company Party will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with Acquiror, and provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary therefor, to prepare and file with the SEC the SEC, in preliminary form, a proxy statement in connection with the Transactions (the “Proxy Statement”) to be sent to the stockholders of Audiovox relating Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Common Stock by tendering such shares for redemption not later than two Business Days prior to the meeting originally scheduled date of the Audiovox stockholders Special Meeting (the “Audiovox Stockholders’ Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Common Stock to vote at the Special Meeting”, as may be adjourned or postponed, in favor of the Acquiror Stockholder Matters. Without the prior written consent of the Company Parties, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholdersacted on by the Acquiror’s stockholders at the Special Meeting, as appropriate (such proxy statement adjourned or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”)postponed. The Seller shall furnish all information concerning Proxy Statement will comply as to form and substance with the Seller as Audiovox may reasonably request in connection with such actions applicable requirements of the SEC and the preparation of rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (I) file the definitive Proxy Statement. As promptly as practicable after Statement with the execution of this Agreement, Audiovox shall mail SEC and (II) cause the Proxy Statement to be mailed to its stockholdersstockholders of record, as of the record date to be established by the Acquiror Board in accordance with Section 8.02(b), as promptly as practicable (but in no event less than five Business Days except as otherwise required by applicable Law) following the earlier to occur of: (x) if the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and Acquiror will equally split the filing fees in connection with the Proxy Statement when due, and the actual amounts of such fees paid by Acquiror shall be deemed Acquiror Transaction Expenses, the actual amount of such fees paid by ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall be deemed ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Transaction Expenses, and the actual amount of such fees paid by ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall be deemed ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Transaction Expenses. (bii) Except as provided in Section 5.06(c)Prior to filing with the SEC, Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse Acquiror will make available to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof Company Parties and their respective counsel drafts of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeand any other documents to be filed with the SEC, the recommendation both preliminary and final, and any amendment or supplement to the stockholders of Audiovox Proxy Statement or such other document and will provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in favor of approval and adoption of this Agreement and approval good faith. Acquiror shall not file any such documents with the SEC without the prior consent of the transactions contemplated by this Agreement Company Parties (the “Audiovox Recommendation”such consent not to be unreasonably withheld, conditioned or delayed). (c) Audiovox . Acquiror will advise the Purchaser, Company Parties promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) if the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto or thereto; (G) requests by the SEC for additional information; and (H) the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. Acquiror shall respond to any SEC comments on the Proxy Statement as promptly as practicable and shall use its commercially reasonable efforts to have the Proxy Statement/Prospectus cleared by the SEC under the Exchange Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Acquiror will make available to the Company Parties and their respective counsel drafts of any such response and provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts. (diii) Audiovox represents If, at any time prior to the Special Meeting, there shall be discovered any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Proxy Statement containing such information. All documents Each Company Party will provide to Acquiror all information regarding such Company Party, its Affiliates and its business that Audiovox is responsible necessary for any filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as the immediately preceding sentence. If, at any time prior to form and substance the Closing, a Company Party discovers any information, event or circumstance relating to such Company Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in all an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material respects with fact or omit to state any material fact necessary to make the applicable requirements statements therein, in light of the circumstances under which they were made, not misleading, then such Company Party shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies. (iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act of 1934, as amendedand applicable “blue sky” laws, and the any rules and regulations thereunder.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreementdate hereof, Audiovox MICT shall prepare with the reasonable assistance of Intermediate, and file with the SEC the a proxy statement of MICT (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from MICT stockholders for the matters to be sent to the stockholders of Audiovox relating to the acted upon at a special meeting of the Audiovox MICT stockholders (( the “Audiovox Stockholders’ Special Meeting”) to be called and held for the purpose of soliciting proxies from MICT stockholders to consider vote, in favor of resolutions approving (i) the issuance of the shares constituting the Shareholder Merger Consideration and the other Transactions requiring approval by the holders of MICT Common Stock in accordance with MICT’s Organizational Documents, the Delaware Act and adoption the rules and regulations of this Agreement the SEC and Nasdaq, (ii) the issuance of shares of MICT Common Stock (or any information statement securities convertible or exercisable for MICT Common Stock) representing greater than twenty percent (20%) of MICT’s Common Stock or voting power, at a price less than the greater of book or market value, as required by Nasdaq’s rules and regulations (the “20% Rule Proposal”), (iii) the amendment of the MICT Charter to (A) increase the authorized shares of MICT in an amount sufficient to provide for the full conversion of the shares underlying the MICT Debentures and (B) if necessary, to effect a reverse stock split of the MICT Common Stock, solely in order to comply with Nasdaq continued listing requirements (the “Amendment Proposal”), (iv) such other matters as Intermediate and MICT shall hereafter mutually determine to be sent necessary or appropriate in order to such stockholderseffect the Transactions (the approvals described in foregoing clauses (i)-(iv), as appropriate (such proxy statement or information statementcollectively, as amended or supplemented, being referred to herein as the “Proxy StatementMICT Stockholder Approval Matters”). The Seller shall furnish all information concerning , and (v) the Seller as Audiovox may reasonably request in connection with such actions and the preparation adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of MICT. MICT agrees to use commercially reasonable efforts to include the following items in the Proxy Statement. As Statement to be filed promptly as practicable after the execution of this Agreement: (x) the adoption and approval of a new Equity Incentive Plan for MICT, Audiovox in the form to be mutually agreed by the Parties (collectively, the “MICT Equity Plan”), including an Israeli sub-plan, which plan will provide that the aggregate awards under such plan shall mail be for a number of shares of MICT Common Stock equal to ten percent (10%) of the aggregate number of shares of MICT Common Stock issued and outstanding immediately after the Closing, and (y) the election of the members of the Post-Closing MICT Board. For the avoidance of doubt, the proposals set forth in clauses (i), (ii) and (iii) of the preceding sentence shall not be deemed to be MICT Stockholder Approval Matters and such proposals shall not constitute conditions to the Closing. If as of the close of business on the date for which the Special Meeting is scheduled, MICT has not received proxies representing a sufficient number of shares to obtain the Required Stockholder Approval, whether or not a quorum is present, MICT may make one or more successive postponements or adjournments of the Special Meeting. In connection with the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c)Statement, Audiovox covenants that none of MICT will file with the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or SEC all financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in MICT’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq. MICT shall cooperate and provide Intermediate (and its respective counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. Intermediate shall includeprovide MICT with such information concerning Intermediate (which information, for the recommendation to the stockholders avoidance of Audiovox in favor of approval doubt, shall include Beijing Brookfield and adoption of this Agreement ParagonEx) and approval of the transactions contemplated by this Agreement Intermediate’s shareholders, officers, directors, employees, assets, Liabilities, condition (the “Audiovox Recommendation”financial or otherwise). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC business and operations that may be required or appropriate for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information inclusion in the Proxy Statement Statement, or in any amendments or supplements thereto, which information provided by Intermediate, as applicable, shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting be true and (iii) the Closing, correct and not contain any untrue statement of a material fact or fail omit to state any a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not materially misleading. All documents that Audiovox is responsible Notwithstanding the foregoing, MICT makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting included therewith), if any, based on information provided by Intermediate or any of its Representatives for filing inclusion therein. (b) MICT, with the SEC assistance of Intermediate as described in Section 5.10(a), shall use commercially reasonable efforts to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with this Agreement or the Proxy Statement and the Special Meeting. Intermediate shall use commercially reasonable efforts to make its directors, officers and employees, upon reasonable advance notice, available to MICT and its Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement will comply Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. MICT shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to form and substance in all material respects be filed with the SEC and to be disseminated to MICT’s stockholders, in each case as and to the extent required by applicable requirements Laws and subject to the terms and conditions of this Agreement and MICT’s Organizational Documents. (c) MICT, with the assistance of the Securities Exchange Act other Parties, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use their commercially reasonable efforts to cause the Proxy Statement to “clear” comments from the SEC and thereafter file the definitive Proxy Statement. MICT shall provide Intermediate with copies of 1934, as amendedany written comments, and shall inform Intermediate of any material oral comments, that MICT, or its respective Representatives receive from the SEC or its staff with respect to the Proxy Statement and the Special Meeting promptly after the receipt of such comments and shall give Intermediate a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (d) As soon as practicable following the Proxy Statement “clearing” comments from the SEC, MICT shall distribute the Proxy Statement to MICT’s stockholders and, pursuant thereto, shall call the Special Meeting in accordance with the Delaware Act for a date no later than sixty (60) days following the filing of the definitive Proxy Statement. (e) MICT shall comply with all applicable Laws, any applicable rules and regulations thereunderof Nasdaq, MICT’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Proxy Statement, any solicitation of proxies thereunder and the calling and holding of the Special Meeting.

Proxy Statement. (ai) As Seller will as promptly as is reasonably practicable after the execution of this Agreement, Audiovox shall prepare and file with the SEC a preliminary Proxy Statement and related soliciting materials under the proxy statement to be sent to the stockholders of Audiovox Securities Exchange Act relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Special Meeting”) ; provided, however, prior to be held to consider approval and adoption of this Agreement filing or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation mailing of the Proxy Statement, any supplement or amendment thereto, and any correspondence with the SEC, Seller will use its best efforts to respond to the comments of SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary. As promptly as practicable after Buyer will provide Seller with whatever information and assistance in connection with the execution of this Agreement, Audiovox foregoing filings that Seller reasonably may request. Seller shall mail cause the Proxy Statement and related materials to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of Law, including without limitation the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations thereunderof Nasdaq. (ii) Seller will notify Buyer promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant to this §5(j) and of any request by the SEC or its staff or any other government officials for amendments, revisions or supplements to the Proxy Statement or other SEC filings, or for additional information made pursuant hereto. Seller will supply Buyer with copies of all correspondence between Seller or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to Seller's Proxy Statement, the transactions contemplated by this Agreement, the Transactional Documents, or any other filing with the SEC related to the transactions contemplated by this Agreement. Seller will cause all documents that it is filing with the SEC or other regulatory authorities under this §5(j) to comply in all material respects with all Law.

Proxy Statement. (a) As promptly soon as commercially practicable after hereafter, but in no event later than June 30, 2003, the execution of this Agreement, Audiovox Buyer shall prepare and file with the SEC the a proxy statement meeting the requirements of Section 14 of the Exchange Act and the related rules and regulations thereunder promulgated by the SEC (the "Proxy Statement") to be sent to the stockholders of Audiovox relating to the solicit, at a duly convened meeting of the Audiovox stockholders Buyer's shareholders ("Shareholders' Meeting"), such shareholders' approval of the following matters, which shall be presented as a single matter for the approval of the shareholders (collectively, the ("Voting Matters"): (i) the Bridge Conversion; (ii) the Consulting Agreement; (iii) certain amendments of the Buyer's articles of incorporation and bylaws as are necessary to effect the transactions contemplated hereby (including, without limitation, the amendments necessary so as to ensure that Subchapters (E) and (F) of the Chapter 25 of the PBCL does not apply to the Transactions)(the "Charter Amendment"); and (iv) each of the respective transactions contemplated thereby including, without limitation, the issuance of the Warrants pursuant to the Consulting Agreement and Seller Warrants (as such term is defined in the Asset Purchase Agreement) pursuant to the Asset Purchase Agreement (collectively, the "Transactions"). Notwithstanding anything contained herein to the contrary, if the audited financial statements for Asera (prepared in the manner and for the periods specified in Regulation S-X, Article 3) and pro forma financial information relating to Asera (prepared in the manner specified in Regulation S-X, Article 11) which are required to be included in the Proxy Statement pursuant to Regulation 14A and Regulation S-X (the “Audiovox Stockholders’ Meeting”"Asera Financial Statements") to be held to consider approval and adoption are unavailable as of this Agreement or any information statement to be sent to June 30, 2003, the Buyer may delay the filing with the SEC of the Proxy Statement until such stockholderstime after June 30, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein 2003 as the “Buyer shall have received the Asera Financial Statements. In such an event, the Buyer shall use its best efforts to incorporate such Asera Financial Statements into the Proxy Statement and file the Proxy Statement with the SEC as soon as reasonably practicable thereafter. In connection with the preparation of the Proxy Statement”). The Seller , each of Assignee, Asera and the Bridge Lenders shall furnish all promptly provide to the Buyer such information concerning the Seller business, financial statements and affairs of Assignee, Asera or Bridge Lenders, as Audiovox applicable, as may be required under applicable law, and such other information as the Buyer may reasonably request in connection good faith and upon the advice of counsel, for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with such actions the Buyer's counsel and auditors in the preparation of the Proxy Statement. As The Buyer shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the execution of this Agreementsuch filings, Audiovox and shall mail cause the Proxy Statement to be mailed to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of shareholders at the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and earliest practicable time after the Proxy Statement is cleared by the SEC. The Proxy Statement shall include, include the recommendation to of the stockholders Board of Audiovox Directors of the Buyer in favor of approval and adoption of this Agreement and approval each of the transactions contemplated by this Agreement (Transactions and the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment conclusion of the Proxy Statement or comments thereon Buyer's Board of Directors that the terms and responses thereto or requests by conditions of each of the SEC for additional information. (d) Audiovox Transactions are fair and reasonable to, and in the best interests of, the shareholders of the Buyer. Each of the Buyer, the Assignee, Asera and the Bridge Lenders, severally and not jointly, represents and warrants that the information to be supplied by or on behalf of such party for inclusion in the Proxy Statement to be sent to the shareholders of the Buyer in connection with the Shareholders' Meeting (as defined below) shall not, at (i) on the time date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) Buyer's shareholders or at the time of the Audiovox Stockholders’ Meeting and Shareholders' Meeting, (iiia) the Closing, contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact or fail fact, (b) omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade in the Proxy Statement not false or misleading, or (c) omit to state any material fact necessary to correct any statement in light any earlier communication with respect to the solicitation of proxies for the Shareholders' Meeting which has become false or misleading. If at any time prior to the Shareholders' Meeting any fact or event relating to any party is discovered by such party or occurs which should be set forth in a supplement to the Proxy Statement, such party shall promptly inform each other party hereto of such fact or event. The Buyer shall keep the Assignee, Asera and the Bridge Lenders apprised of the circumstances under which they were madestatus of matters relating to the Proxy Statement and the Shareholders' Meeting, not misleading. All documents that Audiovox is responsible for filing including promptly furnishing the Assignee, Asera and the Collateral Agent with copies of notices or other communications related to the Proxy Statement or the Shareholders' Meeting received by the Buyer from the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderNASD.

Proxy Statement. (a) As promptly as practicable after Within fifteen (15) days following the execution of this AgreementSigning Date, Audiovox Parent shall prepare and file with the SEC the a proxy statement to be sent soliciting Parent Stockholder Approval with respect to the stockholders Merger and the issuance of Audiovox relating Parent Common Stock pursuant to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption terms of this Agreement (together with any amendments thereof or any information statement to be sent to such stockholderssupplements thereto, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”” ), and such other proposals as approved by Parent Board. The Seller Parent shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail use its reasonable best efforts to (i) cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and the NYSE American and (ii) respond promptly to any comments or requests of the SEC or its stockholdersstaff or the NYSE American relating to the Proxy Statement and the Initial Listing Application. (b) Except as provided in Section 5.06(c), Audiovox Parent covenants and agrees that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement theretoand the letter to stockholders, notice of meeting and form of proxy included therewith) is first mailed will (i) comply as to form in all material respects with the stockholders requirements of Audiovoxapplicable U.S. federal securities laws and the DGCL, and (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, will not contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing . (c) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in connection compliance with this Agreement applicable U.S. federal securities laws and the DGCL. If Parent, First Merger Sub, Second Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such party, as the case may be, shall promptly inform the other parties thereof and shall cooperate with such other parties with respect to Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Parent. (d) Parent shall use commercially reasonable efforts to (x) cause the shares of Parent Common Stock to be issued to holders of Company Common Stock and Company Notes pursuant to this Agreement, together with the Parent Common Stock underlying Assumed Options, to be approved for listing on the NYSE American, subject to official notice of issuance, including through the filing of an “Initial Listing Application,” and (y) receive all necessary approval for the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements under Section 341 of the Securities Exchange Act NYSE American Company Guide (the “Guide”), on or before the date of 1934, as amendedthe Parent Stockholder Meeting, and shall further take such commercially reasonable actions or refrain from taking such actions as may be reasonably required to avoid a delisting action from the rules and regulations thereunderNYSE American, including but not limited to any delisting pursuant to Section 1003 of the Guide.

Proxy Statement. (ai) As promptly as practicable after the execution of this Agreement, Audiovox (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC and sent to the stockholders of Audiovox Acquiror Shareholders relating to the meeting of the Audiovox stockholders (the “Audiovox StockholdersAcquiror Shareholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate Meeting (such proxy statement or information statement, as amended together with any amendments or supplementedsupplements thereto, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions Each of Acquiror and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox Company shall mail use its reasonable best efforts to cause the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none comply with the rules and regulations promulgated by the SEC. Each of Acquiror and the Audiovox Board or any committee thereof shall withdraw or modify, or propose Company agrees to withdraw or modify, in a manner adverse furnish to the Purchaserother party all information concerning itself, the approval its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or recommendation by the Audiovox Board advisable or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and as may be reasonably requested in connection with the Proxy Statement shall includeStatement, the recommendation a Current Report on Form 8-K pursuant to the stockholders of Audiovox Exchange Act in favor of approval and adoption of this Agreement and approval of connection with the transactions contemplated by this Agreement (the “Audiovox RecommendationSuper 8-K”), or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including the NYSE) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). Acquiror will cause the Proxy Statement to be mailed to the Acquiror Shareholders after all comments of the SEC on the Proxy Statement are addressed. Acquiror shall promptly following the date of this Agreement commence a “broker-search” in accordance with Rule 14a-12 of the Exchange Act. (cii) Audiovox To the extent not prohibited by Law, Acquiror will advise the PurchaserCompany, reasonably promptly after it Acquiror receives notice thereof, of the time when the Proxy Statement or any supplement or amendment has been filed, of the issuance of any stop order, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Offer Document before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the foregoing. Acquiror shall not file any such documents with the SEC without the prior consultation of the Company as described in the preceding sentence. To the extent not prohibited by Law, Acquiror shall provide the Company and its counsel with (A) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. Acquiror shall respond to any SEC comments on the Proxy Statement and any Offer Document as promptly as practicable. (diii) Audiovox represents Each of Acquiror and the Company shall ensure that none of the information supplied by it or on its behalf for inclusion or incorporation by reference in the Proxy Statement shall notwill, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) date it is first mailed to the stockholders of Audiovox, (ii) Acquiror Shareholders and at the time of the Audiovox StockholdersAcquiror Shareholders’ Meeting and (iii) the ClosingMeeting, contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) If at any time prior to the Effective Time any information relating to the Company, Acquiror or any of their respective Subsidiaries, Affiliates, directors or officers, or supplied by the Company or Acquiror or on such party’s behalf for inclusion or incorporation by reference in the Proxy Statement, is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in the light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing , the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC in connection with this Agreement or and, to the transactions contemplated extent required by this Agreement will comply as Law, disseminated to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderAcquiror Shareholders.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox the Company shall prepare and file with the SEC the proxy statement Amendment No. 1 to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholderswith the SEC. (b) Except as provided in Section 5.06(c), Audiovox covenants that none Each of the Audiovox Board or Buyer and the Company shall respond to any committee thereof comments of the SEC, if any, and the Company shall withdraw or modify, or propose use its best efforts to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and cause the Proxy Statement shall includeto be cleared under the Exchange Act and, as promptly as practicable after such filing, mailed to its shareholders at the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval earliest practicable time thereafter. Each of the transactions contemplated by this Agreement (Buyer and the “Audiovox Recommendation”). (c) Audiovox will advise Company shall notify the Purchaser, other promptly after it receives notice thereof, upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendment of amendments or supplements to the Proxy Statement or comments thereon and responses thereto any filing pursuant to this Section or requests by the SEC for additional information. (d) Audiovox represents that information and shall supply the information in other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement shall notStatement, at (i) the time the Proxy Statement (Merger or any amendment thereof or supplement thereto) is first mailed filing pursuant to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail this Section. The Company shall use its best efforts to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All cause all documents that Audiovox it is responsible for filing with the SEC in connection with or other regulatory authorities under this Agreement or the transactions contemplated by this Agreement will Section to comply as to form and substance in all material respects with the all applicable requirements of Law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any filing pursuant to this Section, the Buyer or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of the Company, such amendment or supplement. (c) The Buyer and the Company shall promptly make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act of 1934Act, as amended, applicable state blue sky Laws and the rules and regulations thereunder.

Proxy Statement. (a) As If required by Nasdaq Listing Rules for the issuance of the Parent Shares, including, but not limited to Listing Rule 5635, as promptly as practicable after the execution of this Agreementdate hereof, Audiovox and in consultation with Vendors’ Representative, Parent shall prepare and file with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplementedsupplemented from time to time, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning ) calling a special meeting of Parent’s stockholders (the Seller as Audiovox may reasonably request “Stockholder Meeting”) in connection accordance with such actions its certificatearticles of incorporation and by-laws seeking the preparation approval of the Proxy Statement. As promptly as practicable after the execution Parent’s stockholders of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or Parent for the transactions contemplated by this Agreement and the Proxy Statement other Transaction Documents, and the Corporation and the Vendors’ Representation shall include, use their commercially reasonable efforts to obtain and furnish to Parent any financial and other information about the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated Corporation required by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated thereunder to be included in the Proxy Statement all in accordance with and as required by Parent’s certificatearticles of incorporation and by-laws, applicable Law and any applicable rules and regulations of the SEC and Nasdaq. In connection with the Proxy Statement, Parent will also file with the SEC all financial and other information about Parent, the Corporation and the transactions contemplated by this Agreement and the other Transaction Documents in accordance with applicable proxy solicitation rules set forth in Parent’s certificatearticles of incorporation and by-laws, applicable lawLaw and any applicable rules and regulations of the SEC and Nasdaq (such Proxy Statement, together with any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Proxy Documents”). Except with respect to the financial and other information provided by or on behalf of the Corporation for inclusion in the Proxy Documents, Parent shall ensure that, when filed, the Proxy Statement and other Proxy Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Parent shall cause the Proxy Documents to be disseminated as promptly as practicable after receiving clearance from the SEC to Parent’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”). Subject to any information provided for inclusion therein by the Corporation, Parent shall cause the Proxy Documents to comply in all material respects with the Federal Securities Laws. Parent shall provide copies of the proposed forms of the Proxy Documents (including, in each case, any amendments or supplements thereto) to the Corporation such that the Corporation and its Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and Parent shall reasonably consider in good faith any comments of the Corporation and its Representatives. Parent shall respond promptly to any comments of the SEC or its staff with respect to the Proxy Documents and promptly correct any information provided by it for use in the Proxy Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Parent shall amend or supplement the Proxy Documents and cause the Proxy Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Parent stockholders of Parent, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and Parent’s certificatearticles of incorporation and by-laws. Parent shall provide the Corporation and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Parent or any of its Representatives receive from the SEC or its staff with respect to the Proxy Documents promptly after the receipt of such comments and shall give the Corporation a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. As promptly as reasonably practicable after the Proxy Statement has “cleared” comments from the SEC, Parent shall cause the definitive Proxy Statement to be filed with the SEC and disseminated to Parent stockholders, and shall duly call, give notice of, convene and hold the Stockholder Meeting. On or before July 15, 2019, Parent shall advise the Corporation in writing if Parent Stockholder Approval and/or a Stockholder Meeting is required pursuant to this Agreement.

Proxy Statement. (a) As promptly as practicable after the execution of this AgreementAgreement and Novus’s receipt of the Audited Financial Statements, Audiovox subject to the terms of this Section 7.01, Novus (with the assistance and cooperation of the Company as reasonably requested by Novus) shall prepare and file with the SEC the (i) a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to (A) the stockholders of Audiovox Novus relating to the meeting of the Audiovox Novus’s stockholders (including any adjournment or postponement thereof, the “Audiovox Novus Stockholders’ Meeting”) to be held to consider (1) approval and adoption of this Agreement and the Merger, (2) approval of the issuance of Novus Common Stock as contemplated by this Agreement and the Subscription Agreements, (3) the approval and adoption of the second amended and restated Novus Certificate of Incorporation as set forth on Exhibit G, including the conversion of Novus into a public benefit corporation contemplated thereby, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to Novus and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on Novus Common Stock with a total pool of awards of Novus Common Stock not exceeding ten percent (10%) of the aggregate number of the sum of (x) shares of Novus Common Stock outstanding at the Closing and (y) securities convertible into Novus Common Stock, with an annual “evergreen” increase of not more than five percent (5%) of the shares of Novus Common Stock outstanding as of the day prior to such increase, (5) the approval and adoption of an employee stock purchase plan, in form and substance reasonably acceptable to Novus and the Company, that provides for grant of purchase rights with respect to Novus Common Stock to employees of the Surviving Corporation and its Subsidiaries with a total pool of shares of Novus Common Stock not exceeding one and one half percent (1.5%) of the aggregate number of the sum of (x) shares of Novus Common Stock outstanding at the Closing and (y) securities convertible into Novus Common Stock, with an annual “evergreen” increase of one percent (1%) of the shares of Novus Common Stock outstanding as of the day prior to such increase, and (6) any other proposals the parties deem necessary to effectuate the Transactions (collectively, the “Novus Proposals”) and (B) to the stockholders of the Company as an information statement relating to the action to be sent taken by the stockholders of the Company pursuant to such stockholdersthe Written Consent or by vote at a Company Stockholder Meeting; and (ii) a registration statement on Form S-4 (together with all amendments thereto, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Registration Statement”)) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Novus Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by, or issuable to, the Novus Initial Stockholders, immediately prior to the Effective Time. The Seller Novus and the Company shall each pay one half of all registration and filing fees due in connection with the Registration Statement. (b) Each of Novus and the Company shall furnish all information concerning the Seller such part as Audiovox may reasonably request be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Novus and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, Novus shall use commercially reasonable efforts to take any action required under any applicable federal or state securities laws in connection with the issuance of shares of Novus Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the execution Proxy Statement, Novus shall mail the Proxy Statement to its stockholders. As promptly as practicable following the clearance of this Agreementthe Proxy Statement by the SEC, Audiovox Novus shall mail the Proxy Statement to its stockholders. (bc) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modifyNo filing of, or propose amendment or supplement to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeor the Registration Statement will be made by Novus or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Novus and the recommendation Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Novus Common Stock to be issued or issuable to the stockholders of Audiovox the Company in favor of approval and adoption of connection with this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaserfor offering or sale in any jurisdiction, promptly after it receives notice thereof, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Novus and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. (d) Audiovox Novus represents that the information supplied by Novus for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of AudiovoxNovus, (iiiii) the time of the Audiovox Novus Stockholders’ Meeting ' Meeting, and (iiiiv) the ClosingEffective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Novus or Merger Sub, or their respective officers or directors, should be discovered by Novus which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Novus shall promptly inform the Company. All documents that Audiovox Novus is responsible for filing with the SEC in connection with this Agreement the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act of 1934, as amended, and the rules and regulations thereunder. (e) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Novus, (iii) the time of Novus’ Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform Novus. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox the Company shall prepare prepare, and file with the SEC the SEC, preliminary proxy statement to be sent to the stockholders of Audiovox materials relating to the meeting Company Stockholder Approvals. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the Audiovox stockholders (10-day waiting period provided in Rule 14a-6(a) promulgated under the “Audiovox Stockholders’ Meeting”) to be held to consider approval Exchange Act, the Company shall file definitive proxy materials with the SEC and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail cause the Proxy Statement to be mailed to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox . The Company will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All cause all documents that Audiovox it is responsible for filing with the SEC or other regulatory authorities in connection with this Agreement the Merger (or as required or appropriate to facilitate the transactions contemplated by this Agreement will Merger) to (i) comply as to form with all applicable SEC requirements, and substance (ii) otherwise comply in all material respects with the all applicable requirements of the Securities Exchange Act of 1934, as amended, law and the rules and regulations promulgated thereunder. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company shall provide Acquiror (which term shall in all instances in this Section 5.1 also include Acquiror’s counsel) with reasonable opportunity to review and comment on each such filing in advance (and shall consider in good faith Acquiror’s views with respect thereto). (b) The Company will notify Acquiror promptly of the receipt of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and will supply Acquiror with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. The Company shall consult with Acquiror prior to responding to any comments or inquiries by the SEC or any other Governmental Entity with respect to any filings related to (or necessary or appropriate to facilitate) the Merger, shall provide Acquiror with reasonable opportunity to review and comment on any such written response in advance (and shall consider in good faith the views of Acquiror with respect to each such written or oral response). Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Acquiror of such occurrence, provide Acquiror with reasonable opportunity to review and comment on any such amendment or supplement in advance (and shall consider in good faith Acquiror’s views with respect thereto), and shall cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the stockholders of the Company, such amendment or supplement.

Proxy Statement. (a) As promptly as practicable after the execution of this AgreementAgreement (and in any event within fifteen (15) Business Days of the date hereof), Audiovox the Company, in cooperation with the Buyer, shall prepare and file with the SEC the proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after The Company shall respond to any comments of the execution of this Agreement, Audiovox SEC or its staff concerning the Proxy Statement and shall mail cause the Proxy Statement to be mailed to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify the Audiovox Board Buyer promptly upon the receipt of any comments from the SEC or its staff or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement other government officials and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC or its staff or any other government officials for amendment amendments or supplements to the Proxy Statement and shall supply the Buyer with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company (x) shall provide the Buyer with a reasonable opportunity to review and comment on the Proxy Statement prior to filing with the SEC and any responses to comments or inquiries by the SEC with respect to any filings of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Statement, (dy) Audiovox represents that the information shall consider in good faith including in the Proxy Statement and such responses all comments reasonably proposed by the Buyer in respect of the filings and (z) shall not, at (i) provide the time Buyer and its counsel a reasonable opportunity to participate in any material discussions or meetings with the Proxy Statement (SEC or any amendment thereof or supplement thereto) is first mailed its staff with respect to such filings to the stockholders of Audiovox, (ii) extent permitted by the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail SEC. The Company shall use its reasonable best efforts to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All cause all documents that Audiovox it is responsible for filing with the SEC in connection with or other regulatory authorities under this Agreement or the transactions contemplated by this Agreement will Section 6.2 to comply as to form and substance in all material respects with the all applicable requirements of the Securities Exchange Act of 1934, as amended, Law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Buyer or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Proxy Statement. (a) As promptly as practicable after reasonably practicable, and in any event no later than fifteen (15) Business Days, following the execution date of this Agreement, Audiovox the Company (with the assistance and cooperation of Parent and Merger Sub as reasonably requested by the Company) shall (i) prepare and file with the SEC the a preliminary proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) relating to the Company Shareholder Meeting soliciting for approval the Requisite Shareholder Approval and (ii) in consultation with Parent, set a record date for the Company Shareholder Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. Once the Company has established a record date for the Shareholders Meeting, the Company shall not change such record date or establish a different record date for the Shareholders Meeting without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or the Bylaws. The Seller Company shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail cause the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements provisions of the Securities Exchange Act of 1934, as amended, SEC and the rules and regulations thereunderpromulgated thereunder and to satisfy all rules of the NASDAQ. Subject to Section 5.3, the Company shall include the Company Board Recommendation in the Proxy Statement. The Company shall provide Parent and its Representatives a reasonable opportunity to review and comment on the Proxy Statement, any Other Required Company Filing (as defined below) and all other materials used in connection with the Merger that (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Exchange Act, in each case prior to the filing thereof with the SEC and the mailing/dissemination thereof to the Company Shareholders. The Company shall give due consideration to all reasonable additions, deletions or changes suggested by Parent or its respective counsel and shall not unreasonably refuse to incorporate such suggestions. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox (i) Buyer shall prepare and file with the SEC the proxy statement statement/prospectus (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders shareholders of Audiovox Buyer relating to the meeting Buyer Shareholders’ Meeting and (ii) Buyer shall prepare and file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) shares of Surviving Company Shares to be held issued or issuable pursuant to consider approval and adoption the terms of this Agreement and the Merger Agreement. Buyer and the Companies each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Registration Statement, Buyer and the Companies shall take all or any information statement action required under any applicable federal or state securities laws in connection with the issuance of shares of Surviving Company Shares to be sent issued or issuable pursuant to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as this Agreement and the “Proxy Statement”)Merger Agreement. The Seller Sellers and the Companies shall furnish all information concerning the Seller Companies as Audiovox Buyer may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. As promptly as practicable after the execution of Buyer shall use its reasonable best efforts to hold any Buyer Shareholders’ Meeting necessary or that may be required under Section 7.3 and this AgreementSection 8.1, Audiovox and Buyer shall mail the Proxy Statement to its stockholdersas soon as practicable after the Registration Statement becomes effective. (ba) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox Buyer represents that the information supplied by Buyer for inclusion in the Proxy Statement and Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of AudiovoxBuyer, (iiiii) the time of the Audiovox StockholdersBuyer Shareholders’ Meeting Meeting, and (iiiiv) the ClosingClosing Date, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Closing Date, any event or circumstance relating to Buyer, or their respective officers or directors, should be discovered by Buyer which should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, Buyer shall promptly inform the Companies. All documents that Audiovox Buyer is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (b) The Sellers and the Companies represent that the information supplied by the Sellers and the Companies for inclusion in the Proxy Statement and Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Buyer, (iii) the time of the Buyer Shareholders’ Meeting, and (iv) the Closing Date, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Closing Date, any event or circumstance relating to the Companies, or their respective officers, managers or directors, should be discovered by the Companies which should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, the Companies shall promptly inform Buyer. All documents that the Companies are responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Proxy Statement. (ai) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox SPAC shall cause New PubCo to, in accordance with this Section 7.1(a), prepare and file or confidentially submit a registration statement with the SEC the proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement as such filing or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as confidential submission is amended or supplemented, being referred to herein the “Registration Statement”), including a proxy statement of New PubCo, on Form F-4 (as such filing or confidential submission is amended or supplemented, the “Proxy Statement”). The Seller shall furnish all information concerning , for the Seller as Audiovox may reasonably request purposes of (I) registering under the Securities Act, to the extent permitted by applicable rules and regulations of the SEC, the New PubCo Ordinary Shares to be issued in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement hereby (excluding the Earn Out Shares and any New PubCo Ordinary Shares to be issued in connection with SPAC Warrants and the Proxy Statement shall includeConverted Options) (together, the recommendation “Registration Shares”), (II) providing SPAC’s shareholders with notice of the opportunity to redeem SPAC Class A Ordinary Shares (the stockholders “SPAC Shareholder Redemption”), and (III) soliciting proxies from holders of Audiovox SPAC Class A Ordinary Shares to vote at the Special Meeting in favor of approval and of: (1) the adoption of this Agreement and approval of the transactions contemplated Transactions; (2) the approval and authorization of the First Plan of Merger and Second Plan of Merger by this Agreement way of special resolution pursuant to the Companies Act; (3) the issuance of New PubCo Ordinary Shares in connection with Article II; and (4) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Audiovox RecommendationSPAC Shareholder Matters”). Without the prior written consent of the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC’s shareholders at the Special Meeting. The Registration Statement and the Proxy Statement will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. (ii) The Parties shall deliberate in good faith between the date hereof and December 31, 2021 to decide on whether SPAC will submit the Registration Statement and the Proxy Statement confidentially with the SEC prior to filing the Registration Statement and the Proxy Statement with the SEC; provided that, in the event that the Company has failed to deliver the SEC Financial Statements referred to in Section 7.21(a) and the LinkAPI Historical Financial Statements by December 31, 2021, then the Parties agree to proceed with a confidential submission of the Registration Statement and Proxy Statement with the SEC. (iii) SPAC shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its shareholders of record, as of the record date to be established by the board of directors of SPAC, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (civ) Audiovox Prior to each filing or confidential submission with the SEC, SPAC will cause New PubCo to make available to the Company drafts of the Registration Statement and any other documents to be filed with the SEC that relate to the Transactions, both preliminary and final, and any amendment or supplement to the Registration Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. New PubCo shall not file or confidentially submit any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). New PubCo will advise the Purchaser, Company promptly after it receives notice thereof, of: (A) the time when the Registration Statement has been filed or confidentially submitted; (B) the effectiveness of the Registration Statement; (C) the filing or confidential submission of any supplement or amendment to the Registration Statement; (D) the issuance of any stop order by the SEC; (E) any request by the SEC for amendment of the Proxy Registration Statement; (F) any comments from the SEC relating to the Registration Statement or comments thereon and responses thereto or thereto; and (G) requests by the SEC for additional informationinformation relating to the Registration Statement. New PubCo shall promptly respond to any SEC comments on the Registration Statement and shall use commercially reasonable efforts to have the Registration Statement cleared by the SEC under the Securities Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, New PubCo will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts. (dv) Audiovox represents If, at any time prior to the Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement so that the information in the Proxy Registration Statement shall not, at (i) the time the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New PubCo shall promptly file an amendment or supplement to the Registration Statement containing such information. All documents If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that Audiovox is responsible for filing with should be set forth in an amendment or a supplement to the SEC Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements light of the circumstances under which they were made, not misleading, then the Company shall promptly inform New PubCo of such information, event or circumstance. (vi) New PubCo or SPAC, as applicable, shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act of 1934, as amendedand applicable “blue sky” laws, and the any rules and regulations thereunder. The Company agrees to use commercially reasonable efforts to promptly provide New PubCo with all information in its possession concerning the business, management, operations and financial condition of the Company and the Company Subsidiaries, in each case, reasonably requested by New PubCo for inclusion in the Registration Statement. The Company shall cause the officers and employees of the Company and the Company Subsidiaries to be reasonably available to New PubCo and its counsel, auditors and other advisors in connection with the drafting of the Registration Statement and responding in a timely manner to comments on the Registration Statement from the SEC.

Proxy Statement. (a) As promptly as practicable after Within thirty (30) days following receipt by Purchaser of all the execution of this Agreementfinancial statements required to be delivered pursuant to Section 4.14 and subject to Section 4.2(e), Audiovox Purchaser shall prepare and file with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Purchaser Stockholders’ Meeting”) Meeting to be held to consider approval and adoption of this Agreement in connection with the Purchaser Stockholder Matters (together with any amendments thereof or any information statement to be sent to such stockholderssupplements thereto, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller Purchaser shall furnish all information concerning use its reasonable best efforts to (i) cause the Seller as Audiovox may reasonably request in connection Proxy Statement to comply with such actions applicable rules and regulations promulgated by the preparation SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox Purchaser shall mail not file the Proxy Statement Statement, or any amendment or supplement thereto, or respond to its stockholdersSEC comments or requests, without providing Seller a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by Purchaser). (b) Except as provided in Section 5.06(c), Audiovox Purchaser covenants and agrees that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement theretoand the letters to stockholders, notice of meeting and form of proxy included therewith) is first mailed will (i) comply as to form in all material respects with the stockholders requirements of Audiovoxapplicable U.S. federal securities Laws and the DGCL, and (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, will not contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible . (c) Purchaser shall notify Seller promptly (and in any case no later than twenty-four (24) hours) of the receipt of any comments from the SEC or its staff, and of any written or oral request by the SEC or its staff for filing amendments or supplements, to the Proxy Statement or for additional information, and will supply Seller with copies of all written correspondence and summaries of all oral correspondence between Purchaser or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. (d) Purchaser shall use reasonable best efforts to cause the Proxy Statement to be mailed to Purchaser’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in connection compliance with this Agreement applicable U.S. federal securities laws and the DGCL. If Purchaser or Seller (A) becomes aware of any event or information that, pursuant to the Securities Act or the transactions contemplated by this Agreement will comply Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the Proxy Statement or for additional information related thereto, or (C) receives SEC comments on the Proxy Statement, as to form the case may be, then such Party, as the case may be, shall promptly inform the other Party thereof and substance shall cooperate and consult with such other Party in all material respects Purchaser filing such amendment or supplement with the applicable requirements of SEC and, if appropriate, in mailing such amendment or supplement to the Securities Exchange Act of 1934Purchaser stockholders. (e) The Parties shall reasonably cooperate and consult with each other and provide, and shall use reasonable best efforts to cause their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or the Company that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. If at any time the information provided in Proxy Statement has or will become “stale” and new information should, as amendeddetermined by Purchaser acting reasonably, be disclosed in an amendment or supplement to the Proxy Statement, then Purchaser shall promptly inform Seller thereof and each such Party shall cooperate and consult with one another, and shall use reasonable best efforts to cause their accounting and other outside professionals to so cooperate and consult, (i) in providing the rules financial reporting necessary for such filing and regulations thereunder(ii) in filing such amendment or supplement with the SEC (and, if related to the Proxy Statement, mailing such amendment or supplement to the Purchaser stockholders).

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox the Parent and the Company shall jointly prepare and file with the SEC a single document that will constitute (i) the proxy statement to be sent to of the stockholders of Audiovox Company relating to the special meeting of the Audiovox Company's stockholders (the “Audiovox Stockholders’ "Company Stockholders Meeting”") to be held to consider approval and adoption of ---------------------------- this Agreement and the Merger, (ii) the registration statement on Forms F-4 and F-6 of the Parent (together with all amendments thereto, the "Registration ------------ Statement"), in connection with the registration under the Securities Act of the --------- Parent ADSs (and the Parent Common Stock underlying such Parent ADSs) to be issued to the stockholders of the Company in connection with the Merger and the prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the "Proxy ----- Statement"). Substantially contemporaneously with the filing of the Proxy --------- Statement with the SEC, copies of the Proxy Statement shall be provided to the Nasdaq National Market. The Parent and the Company each shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "Registration Statement Effective Date"), the Parent shall take ------------------------------------- all or any information statement action required under any applicable Law in connection with the issuance of Parent ADSs pursuant to be sent to such stockholdersthe Merger. 39 The Parent or the Company, as appropriate (such proxy statement or information statementthe case may be, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller Parent or the Company as Audiovox the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution Registration Statement Effective Date, the proxy statement and prospectus included in the Proxy Statement (collectively, the "Proxy Materials") will be mailed to the stockholders of this Agreement, Audiovox the Company. The --------------- Parent and the Company shall mail cause the Proxy Statement to its stockholderscomply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq National Market principal securities exchanges and quotation services on which the common stock, (iv) the DGCL and (v) any other applicable law. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the The Proxy Statement shall include, include the unconditional recommendation of the Board of Directors of the Company to the stockholders of Audiovox the Company that they vote in favor of approval and the adoption of this Agreement and approval the Merger; provided, however, that the Board of Directors of the transactions contemplated by this Agreement Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in good faith (after consultation with the “Audiovox Recommendation”)Company's counsel) that failure to so withdraw, modify or change its recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Laws. In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company Financial Advisor referred to in Section 3.19. (c) Audiovox No amendment or supplement to the Proxy Statement will be made without the approval of each of the Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of the Parent and the Company will advise the Purchaserother, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the Nasdaq National Market for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that The information supplied by the information Company for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement Materials (or any amendment thereof of or supplement theretoto the Proxy Materials) is first mailed to the stockholders of AudiovoxCompany, (iiiii) the time of the Audiovox Stockholders’ Meeting Company Stockholders Meeting, and (iiiiv) the ClosingEffective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform the Parent. All documents that Audiovox the Company is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act Act. (e) The information supplied by the Parent for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of 1934or supplement to the Proxy Materials) are first mailed to the stockholders the Company, as amended(iii) the time of the Company Stockholders Meeting, and (iv) the rules Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by the Parent that should be set forth in an amendment or a supplement to the Proxy Statement, the Parent shall promptly inform the Company. All documents that the Parent is responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and regulations thereundersubstance in all material aspects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act.

Proxy Statement. (a) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox shall the Buyer shall, in accordance with this this Section 6.6, prepare and file with the SEC the SEC, in preliminary form, a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Audiovox the Buyer relating to the meeting Buyer Stockholders Meeting, for the purpose of, among other things, soliciting proxies from holders of Buyer Capital Stock to vote at the Audiovox stockholders Buyer Stockholders Meeting in favor of (i) the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement and the approval of the Transactions, (ii) the issuance of the Buyer Class A Common Stock and the Buyer Class B Common Stock constituting the Stock Consideration, (iii) the amendment and restatement of the Buyer Charter in the form of the Buyer A&R Charter and (iv) any other proposals the Parties deem necessary or any information statement desirable to be sent to such stockholdersconsummate the Transactions (collectively, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy StatementTransaction Proposals”). The Seller shall furnish all information concerning Proxy Statement will comply as to form and substance with the Seller as Audiovox may reasonably request in connection with such actions applicable requirements of the Exchange Act and the preparation of rules and regulations thereunder. The Buyer shall file the definitive Proxy Statement. As promptly as practicable after Statement with the execution of this Agreement, Audiovox shall mail SEC and cause the Proxy Statement to be mailed to its stockholdersstockholders of record, as of the record date to be established by the board of directors of the Buyer, within three Business Days of (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC. (b) Except as provided in Section 5.06(c)Prior to filing with the SEC, Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse Buyer will make available to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof Sellers drafts of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeand any other documents to be filed with the SEC, the recommendation both preliminary and final, and any amendment or supplement to the stockholders of Audiovox Proxy Statement or such other document and will provide the Sellers with a reasonable opportunity to comment on such drafts and shall consider such comments in favor of approval and adoption of this Agreement and approval good faith. The Buyer shall not file any such documents with the SEC without the prior written consent of the transactions contemplated by this Agreement Sellers (the “Audiovox Recommendation”such consent not to be unreasonably withheld, conditioned or delayed). (c) Audiovox . The Buyer will advise the Purchaser, Sellers promptly after it receives notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement, (v) the issuance of any stop order by the SEC, (vi) any request by the SEC for amendment of the Proxy Statement, (vii) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto or (viii) requests by the SEC for additional information. The Buyer shall promptly respond to any SEC comments on the Proxy Statement and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any requests or comments from the SEC, the Buyer will make available to the Sellers drafts of any such response and provide the Sellers with a reasonable opportunity to comment on such drafts. (dc) Audiovox represents If at any time prior to the Buyer Stockholders Meeting there shall be discovered any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Buyer shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. All documents that Audiovox is responsible for filing with If, at any time prior to the SEC in connection with this Agreement Closing, the Sellers discover any information, event or circumstance relating to the Business or the transactions contemplated by this Agreement will comply as Hostess Entities or any of their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to form and substance the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in all material respects with the applicable requirements light of the circumstances under which they were made, not misleading, then the Sellers shall promptly inform the Buyer of such information, event or circumstance. (d) The Buyer shall make all necessary Filings with respect to the Transactions under the Securities Act, the Exchange Act of 1934, as amendedand applicable “blue sky” laws, and the any rules and regulations thereunder. (e) The Sellers agree to promptly provide the Buyer with all information concerning the Business and the management, operations and financial condition of the Hostess Companies, in each case, reasonably requested by the Buyer for inclusion in the Proxy Statement. The Sellers shall cause the officers and employees of the Hostess Companies to be reasonably available to the Buyer and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC.

Proxy Statement. (a) As promptly as practicable If after the execution consummation of this Agreementthe Offer and the Subsequent Offering Period, Audiovox shall if any, the Merger cannot be consummated in accordance with Section 253 of the DGCL under Section 1.9, the Company, acting through its board of directors, shall, in accordance with applicable law, (i) seek Company Stockholder Approval (as hereinafter defined) by duly calling, giving notice of, convening and holding a special meeting of its stockholders in accordance with Section 251(c) of the DGCL; and (ii) promptly prepare in accordance with the rules and regulations of the SEC and file with the SEC and, if required by applicable Canadian securities laws, file with the Canadian Securities Regulatory Authorities a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval Merger and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall , obtain and furnish all the information concerning required to be included by the Seller as Audiovox may reasonably request SEC in connection with such actions a proxy statement, include in the Proxy Statement the recommendation of the board of directors of the Company that stockholders of the Company vote in favor of the approval of the Merger and the preparation adoption of this Agreement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and cause the Proxy Statement. As promptly as , including any amendments and supplements thereto, to be mailed at the earliest practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement date to its stockholders. (b) Except as provided in Section 5.06(c)Each of Parent and Purchaser shall vote, Audiovox covenants that none or cause to be voted, all of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, Company Common Shares acquired by it under the Offer and otherwise then owned by it and its Subsidiaries in a manner adverse to the Purchaser, favor of the approval or recommendation by of the Audiovox Board or any committee thereof Merger and the adoption of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox The Proxy Statement shall not be filed with the SEC or the Canadian Securities Regulatory Authorities or mailed to stockholders of the Company and no amendment or supplement to the Proxy Statement will be made by the Company without providing Parent with the opportunity to review and comment thereon. The Company will advise the PurchaserParent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments of the SEC thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents . If at any time before the Effective Time, the Company or Parent discovers any information relating to either party, or any of their respective affiliates, officers or directors, that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time the Proxy Statement (or so that such document would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents , the party that Audiovox is responsible for filing discovers such information shall promptly notify the other parties hereto, and the parties shall jointly prepare an appropriate amendment or supplement describing such information which shall be promptly filed with the SEC in connection with this Agreement or the transactions contemplated and, if required by this Agreement will comply as to form and substance in all material respects applicable Canadian securities laws, with the Canadian Securities Regulatory Authorities and, to the extent required by applicable requirements United Stated federal securities laws, disseminated to the stockholders of the Securities Exchange Act Company. (d) Each of 1934, Parent and Purchaser shall promptly furnish or cause to be furnished to the Company such information and assistance as amended, the Company and its agents may reasonably request for the rules and regulations thereunderpurpose of preparing the Proxy Statement.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox subject to the terms of this Section 7.01, Novus (with the assistance and cooperation of the Company as reasonably requested by Novus) shall prepare and file with the SEC the a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Audiovox Novus relating to the meeting of the Audiovox Novus’s stockholders (including any adjournment or postponement thereof, the “Audiovox Novus Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement or and the Merger, (ii) approval of the issuance of Novus Class A Common Stock as contemplated by this Agreement and the Subscription Agreements, (ii) the second amended and restated Novus Certificate of Incorporation as set forth on Exhibit E and (iii) any information statement other proposals the parties deem necessary to be sent to such stockholderseffectuate the Merger (collectively, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy StatementNovus Proposals”). Novus shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Novus Class A Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by the stockholders of Novus immediately prior to the Effective Time. Novus and the Company shall each pay one half of all registration and filing fees and expenses due in connection with the Registration Statement. The Seller Company shall furnish all information concerning the Seller Company as Audiovox Novus may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Novus and the Company each shall use their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (iii) to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Registration Statement, Novus shall use commercially reasonable efforts to take any action required under any applicable federal or state securities laws in connection with the issuance of shares of Novus Class A Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Novus shall mail the Registration Statement on Form S-4 and the Proxy Statement to its stockholders. Each of Novus and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Novus and the Company each shall use their reasonable best efforts to (x) cause the Proxy Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto and (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. As promptly as practicable after following the execution clearance of this Agreementthe Proxy Statement by the SEC, Audiovox Novus shall mail the Proxy Statement to its stockholders. Each of Novus and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Proxy Statement. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modifyNo filing of, or propose amendment or supplement to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeor the Registration Statement will be made by Novus or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Novus and the recommendation Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Novus Common Stock to be issued or issuable to the stockholders of Audiovox the Company in favor of approval and adoption of connection with this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaserfor offering or sale in any jurisdiction, promptly after it receives notice thereof, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Novus and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. (dc) Audiovox Novus represents that the information supplied by Novus for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of AudiovoxNovus, (iiiii) the time of the Audiovox Novus Stockholders’ Meeting ' Meeting, and (iiiiv) the ClosingEffective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Novus or Merger Sub, or their respective officers or directors, should be discovered by Novus which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Novus shall promptly inform the Company. All documents that Audiovox Novus is responsible for filing with the SEC in connection with this Agreement the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act of 1934, as amended, and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Novus, (iii) the time of Novus’ Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform Novus. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (a) As promptly as reasonably practicable (but in no event more than ten (10) Business Days) after the execution of this Agreement, Audiovox the Company, in cooperation with the Buyer, shall prepare and file with the SEC the proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after The Proxy Statement shall include the execution Company Board Recommendation, except to the extent the Company Board shall have effected a Company Board Recommendation Change to the extent such action is permitted by Section 6.1. The Company shall respond to any comments of this Agreement, Audiovox the SEC or its staff and shall mail cause the Proxy Statement to be mailed to its stockholdersshareholders at the earliest practicable time after the resolution of any such comments. (b) Except as provided in Section 5.06(c)to the extent related to an Acquisition Proposal or a Recommendation Change Notice, Audiovox covenants that none the Company shall notify the Buyer promptly upon the receipt of any comments from the Audiovox Board SEC or its staff or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement other government officials and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC or its staff or any other government officials for amendment amendments or supplements to the Proxy Statement, and the Company shall, and shall cause its Representatives to, supply the Buyer with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or comments thereon and responses thereto or requests by the transactions contemplated hereby. The Company shall (i) cause all documents that it is responsible for filing with the SEC for additional information. or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder and (dii) Audiovox represents that use commercially reasonable efforts to respond, with the information assistance of, and after consultation with, the Buyer, to the extent provided by this Section 6.2(b), to any comments of the SEC with respect to the Proxy Statement. Except to the extent related to an Acquisition Proposal or a Recommendation Change Notice, whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement shall notor any information relating to the Company, at (i) the time Buyer or any of their respective Affiliates, officers or directors is discovered by the Company or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement (so that the Proxy Statement or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, other filings would not contain any an untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. All documents that Audiovox is responsible for , the Buyer or the Company, as the case may be, shall promptly inform the other of such occurrence or discovery and cooperate in filing with the SEC in connection with this Agreement or its staff or any other government officials, and/or mailing to shareholders of the transactions contemplated Company to the extent required by this Agreement will applicable Law, such appropriate amendment or supplement. The Proxy Statement will, on the date the Proxy Statement (including any amendment or supplement thereto) is first distributed to shareholders of the Company and at the time of the Company Meeting, comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act Act. Except to the extent related to an Acquisition Proposal or a Recommendation Change Notice, prior to the filing or distribution of 1934the Proxy Statement (or any amendment or supplement thereto) or responding to any SEC comments on the Proxy Statement, as amendedeach of the Company, on the one hand, and the rules Buyer, on the other hand, shall (x) provide each other with a reasonable opportunity to review and regulations thereundercomment on the Proxy Statement and all amendments or supplements to the foregoing documents and (y) consider in good faith such comments reasonably proposed by the Company, on the one hand, or the Buyer, on the other hand, as applicable.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreementdate hereof, Audiovox and in consultation with MoviePass, Helios shall prepare and file with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplementedsupplemented from time to time, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning ) calling a special meeting of Helios’ stockholders (the Seller as Audiovox may reasonably request “Stockholder Meeting”) in connection accordance with such actions its certificate of incorporation and bylaws seeking the preparation approval of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or Helios’ stockholders for the transactions contemplated by this Agreement and the other Transaction Agreement, and MoviePass shall use its commercially reasonable efforts to obtain and furnish to Helios any financial and other information about MoviePass required by the Exchange Act to be included in the Proxy Statement shall includeall in accordance with and as required by Helios’ certificate of incorporation and bylaws, applicable law and any applicable rules and regulations of the recommendation to SEC and Nasdaq. In connection with the stockholders of Audiovox in favor of approval Proxy Statement, Helios will also file with the SEC all financial and adoption of this Agreement other information about Helios, MoviePass and approval of the transactions contemplated by this Agreement in accordance with applicable proxy solicitation rules set forth in Helios’ certificate of incorporation and bylaws, applicable law and any applicable rules and regulations of the SEC and Nasdaq (such Proxy Statement, together with any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Audiovox RecommendationProxy Documents”). (c) Audiovox will advise . Except with respect to the Purchaserfinancial and other information provided by or on behalf of MoviePass for inclusion in the Proxy Documents, promptly after it receives notice thereofHelios shall ensure that, of any request by the SEC for amendment of when filed, the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the other Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement Documents will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Helios shall cause the Proxy Documents to be disseminated as promptly as practicable after receiving clearance from the SEC to Helios’ equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”). Subject to any information provided for inclusion therein by MoviePass, Helios shall cause the Proxy Documents to comply in all material respects with the Federal Securities Laws. Helios shall provide copies of the proposed forms of the Proxy Documents (including, in each case, any amendments or supplements thereto) to MoviePass such that MoviePass and its Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and Helios shall reasonably consider in good faith any comments of MoviePass and its Representatives. Helios shall respond promptly to any comments of the SEC or its staff with respect to the Proxy Documents and promptly correct any information provided by it for use in the Proxy Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Helios shall amend or supplement the Proxy Documents and cause the Proxy Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Helios stockholders, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and Helios’ certificate of incorporation and bylaws. Helios shall provide MoviePass and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Helios or any of its Representatives receive from the SEC or its staff with respect to the Proxy Documents promptly after the receipt of such comments and shall give MoviePass a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. As promptly as reasonably practicable after the Proxy Statement has “cleared” comments from the SEC, Helios shall cause the definitive Proxy Statement to be filed with the SEC and disseminated to Helios stockholders, and shall duly call, give notice of, convene and hold the Stockholder Meeting.

Proxy Statement. (a) As promptly as practicable after following the execution and delivery of this AgreementAgreement and the availability of the PCAOB Financial Statements, Audiovox shall Parent shall, in accordance with this Section 5.9, prepare and file with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplementedsupplemented from time to time, being referred to herein as the “Proxy Statement”)) for the purpose of soliciting proxies from the Parent Stockholders for the Transaction Proposals. The Seller Each of Parent and the Companies shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Parent shall pay all of the fees in connection with the preparation, filing and mailing of the Proxy Statement. Each of Parent and the Companies shall furnish all information concerning the Seller it as Audiovox may reasonably request be requested by the other Party in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modifyWithout limitation, in a manner adverse the Proxy Statement, Parent shall (i) solicit proxies from holders of Parent Common Stock and Parent Class B Stock to vote at the Purchaser, Parent Common Stockholders Meeting in favor of (A) the adoption of this Agreement and the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by hereby pursuant to Section 251 of the DGCL, (B) the issuance of Parent Common Stock issuable pursuant to this Agreement at the Effective Time, (C) the adoption of an Omnibus Incentive Plan to be negotiated between the Parties prior to Closing (the “Omnibus Incentive Plan”), (D) approval of the A&R Charter and each change to the A&R Charter that is required to be separately approved, and (E) any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”), and (ii) file with the SEC financial and other information about the transactions contemplated hereby in accordance with the Exchange Act. The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. Each Company shall furnish all information concerning it and its Affiliates to Parent, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall includeinclude all information reasonably requested by the Companies to be included therein. Without limiting the generality of the foregoing, the recommendation Companies shall reasonably cooperate with Parent in connection with ▇▇▇▇▇▇’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval extent such pro forma financial statements are required by the Proxy Statement. Each of the transactions contemplated by this Agreement (Companies and Parent shall promptly notify the “Audiovox Recommendation”)other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Companies and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. (c) Audiovox Prior to filing with the SEC, Parent will make available to the Companies drafts of the Proxy Statement, and any material amendment or supplement to the Proxy Statement and will provide the Companies with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Companies in connection therewith. Parent shall provide written notice (email permitted) to the Companies upon filing any such documents with the SEC (including response to any comments from the SEC with respect thereto). Parent will advise the Purchaser, Companies promptly after it receives receipt of notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) receipt of oral or written notification of the completion of the review of the Proxy Statement by the SEC, (iii) the filing of any supplement or amendment to the Proxy Statement, (iv) any request by the SEC for amendment of the Proxy Statement, (v) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto thereto, or (vi) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any material requests or comments from the SEC, Parent will make available to the Companies drafts of any such response and provide the Companies with a reasonable opportunity to comment on such drafts. (d) Audiovox represents If at any time prior to the Parent Common Stockholder Meeting there shall be discovered any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall, at its sole expense, promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. All documents If, at any time prior to the Effective Time, either Company discovers any information, event or circumstance relating to the Group Companies or any of their respective Affiliates, officers, directors or employees that Audiovox is responsible for filing should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Company shall promptly inform Parent of such information, event or circumstance. (e) Parent shall timely make all necessary filings with the SEC in connection with this Agreement or respect to the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of hereby under the Securities Act, the Exchange Act of 1934, as amended, and the applicable “blue sky” laws and any rules and regulations thereunder. (f) Each Company shall use its commercially reasonable efforts to promptly provide Parent with all information concerning the Group Companies reasonably requested by Parent for inclusion in the Proxy Statement and any amendment or supplement to the Proxy Statement (if any). Each Company shall cause the officers and employees of the Group Companies to be reasonably available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. (g) Parent shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article VIII. Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, NASDAQ or the respective staff thereof that is applicable to the Offer. Nothing in this Section 5.9(g) shall (i) impose any obligation on Parent to extend the Offer beyond the Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement in accordance with Article VIII. (h) Parent shall use its reasonable best efforts to (i) cause the shares of Parent Common Stock to be issued to the Company Members as provided in Article II to be approved for listing on NASDAQ upon issuance, and (ii) make all necessary and appropriate filings with NASDAQ and undertake all other steps reasonably required prior to the Closing Date to effect such listing.

Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Audiovox Purchaser shall prepare and file the Proxy Statement, which complies with the SEC rules and regulations promulgated by the proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”)SEC. The Seller shall Company shall, upon request by the Purchaser, furnish the Purchaser with all information concerning the Seller itself, its Subsidiaries, directors, executive officers and shareholders, and such other matters and shall furnish consents as Audiovox may be reasonably request necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of the Purchaser or any of its Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement, including, without limitation, providing financial information regarding the Company and any related consents from the Company's independent public accountants for inclusion of such actions and the preparation of financial information in the Proxy Statement. As promptly as practicable after In addition, the execution Company shall obtain any consents from its independent public accountants that are necessary for inclusion of this Agreementthe financial information provided by the Company in any filings that are required to be made by Purchaser with the SEC including, Audiovox shall mail but not limited to, the Proxy Statement to its stockholdersand Purchaser's Annual Report on Form 10-K for the year ended December 31, 2001. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the The Proxy Statement shall include, include (i) the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by issuance of the Purchaser Shares to the Shareholders pursuant to this Agreement ("Share Issuance"), (ii) the “Audiovox Recommendation”opinion of the Purchaser Financial Advisor, and (iii) such other matters requiring approval of the Purchaser's stockholders ((i) above, the "Purchaser Meeting Proposal"). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment The Company shall use its reasonable best efforts to ensure that none of the Proxy Statement information supplied by Company for inclusion or comments thereon and responses thereto or requests incorporation by the SEC for additional information. (d) Audiovox represents that the information reference in the Proxy Statement shall notshall, at (i) the time the Proxy Statement (date it or any amendment thereof amendments or supplement thereto) is first supplements thereto are mailed to the stockholders of Audiovoxthe Purchaser, (ii) at the time of the Audiovox Purchaser Stockholders’ ' Meeting and (iii) at the ClosingClosing Date, contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. All documents If at any time prior to the Closing Date any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company that Audiovox is responsible for filing with should be set forth in an amendment or a supplement to the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934Proxy Statement, as amended, and the rules and regulations thereunderCompany shall promptly inform Purchaser.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox Merger Sub and the Company shall jointly prepare and the Company shall file with the SEC the proxy statement to be sent to of the stockholders of Audiovox Company (the "Proxy ----- Statement") relating to the special meeting of the Audiovox Company's stockholders (the “Audiovox Stockholders’ --------- "Company Stockholders Meeting”") to be held to consider approval and adoption of ---------------------------- this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). ---- Merger Sub or any information statement to be sent to such stockholdersthe Company, as appropriate (such proxy statement or information statementthe case may be, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning Merger Sub or the Seller Company as Audiovox the other party may reasonably request in connection with such actions and the preparation of the Proxy StatementStatement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby, including, without limitation, a Transaction Statement on Schedule 13E-3 (collectively, the "Other Filings"). As ------------- promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement will be mailed to its stockholdersthe stockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the NASD and (iv) the NJBC. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the The Proxy Statement shall include, include the recommendation of the Board of Directors of the Company to the stockholders of Audiovox the Company that they vote in favor of approval and the adoption of this Agreement and approval the Merger; provided, however, that subject to Section 7.5(b), the Board of Directors of the transactions contemplated by this Agreement Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable Laws after receipt of advice to such effect from independent legal counsel (who may be the “Audiovox Recommendation”Company's regularly engaged independent legal counsel). In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company Financial Advisor referred to in Section 3.18. (c) Audiovox No amendment or supplement to the Proxy Statement will be made without the approval of each of Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Merger Sub and the Company will advise the Purchaserother, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that The information supplied by the information Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement Materials (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovoxthe Company, (ii) the time of the Audiovox Company Stockholders’ Meeting ' Meeting, and (iii) the ClosingEffective Time, contain any untrue statement of a material fact or fails to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the NJBC, the Securities Act and the Exchange Act. (e) The information supplied by Merger Sub for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders the Company, (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Merger Sub or any Merger Sub Subsidiary, or their respective officers or directors, should be discovered by Merger Sub that should be set forth in an amendment or a supplement to the Proxy Statement, Merger Sub shall promptly inform the Company. All documents that Audiovox Merger Sub is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects aspects with the applicable requirements of NJBC, the Securities Exchange Act of 1934, as amended, and the rules Exchange Act. (f) The information supplied by any party for inclusion in another party's Other Filing will be true and regulations thereundercorrect in all material respects.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox BLAC (with the assistance and cooperation of the Company as reasonably requested by BLAC) shall prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented, the proxy statement “Proxy Statement”) to be sent to the stockholders of Audiovox relating to BLAC for the meeting of the Audiovox BLAC’s stockholders (the “Audiovox BLAC Stockholders’ Meeting”) to be held to consider approval and adoption of (1) this Agreement or any information statement and the Business Combination, (2) the second amended and restated BLAC Certificate of Incorporation, (3) the Equity Plan, (4) the election of the Initial Post-Closing BLAC Directors to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein serve as the members of the BLAC Board as of immediately following the Effective Time and until their respective successors are duly elected or appointed and qualified, and (5) any other proposals the Parties deem necessary to effectuate the Business Combination (collectively, the “Proxy StatementBLAC Proposals”). The Seller Company shall furnish all information concerning the Seller Company, the Company Subsidiaries and LBV and any affiliates of LBV to be acquired pursuant to the LBV Acquisition as Audiovox BLAC may reasonably request in connection with such actions and the preparation of the Proxy Statement. BLAC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement, (iii) to keep the Proxy Statement current as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Proxy Statement, BLAC shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of BLAC Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after the execution Proxy Statement has been resolved of this Agreementall comments from the SEC, Audiovox each of the Company and BLAC shall mail the Proxy Statement to its their respective stockholders. Each of BLAC and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Proxy Statement. (b) Except as provided in Section 5.06(c)No filing of, Audiovox covenants that none or amendment or supplement to the Proxy Statement, will be made by BLAC without the approval of the Audiovox Board or any committee thereof shall withdraw or modifyCompany (such approval not to be unreasonably withheld, conditioned, or propose to withdraw or modifydelayed). BLAC will advise the Company, in a manner adverse to promptly after they receive notice thereof, of the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and time when the Proxy Statement shall includehas been resolved of all SEC comments or any supplement or amendment has been filed, of the recommendation issuance of any stop order, of the suspension of the qualification of the BLAC Common Stock to be issued or issuable to the stockholders of Audiovox the Company in favor of approval and adoption of connection with this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaserfor offering or sale in any jurisdiction, promptly after it receives notice thereof, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of BLAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy Statement and any amendments or supplements filed in response thereto. (dc) Audiovox BLAC represents that the information supplied by BLAC for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of AudiovoxBLAC, (ii) the time of the Audiovox BLAC Stockholders’ Meeting Meeting, and (iii) the ClosingEffective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to BLAC or its officers or directors, should be discovered by BLAC which should be set forth in an amendment or a supplement to the Proxy Statement, BLAC shall promptly inform the Company. All documents that Audiovox BLAC is responsible for filing with the SEC in connection with this Agreement the Business Combination or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act of 1934, as amended, and the rules and regulations thereunder. (d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of BLAC, (ii) the time of the BLAC Stockholders’ Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company, any Company Subsidiary, LBV or any affiliate of LBV to be acquired pursuant to the LBV Acquisition, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform BLAC. All documents that the Company is responsible for filing with the SEC in connection with the Business Combination or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (ai) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox shall G▇▇▇ shall, in accordance with this Section ‎7.1(a), prepare and file furnish with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders G▇▇▇ (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to as such stockholders, as appropriate (such proxy statement or information statement, as filing is amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning , for the Seller purpose of soliciting proxies from holders of G▇▇▇ Class A Shares and G▇▇▇ Class B Shares to vote at the Special Meeting (as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (bdefined below) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of of: (1) the approval and adoption of this Agreement and approval of the transactions Transactions contemplated by under this Agreement (including the Merger); (2) the issuance of G▇▇▇ Ordinary Shares as the Merger Consideration; (3) the adoption of the G▇▇▇ A&R MAA (and the re-designation of share capital and the change of name contemplated by Section 2.1(d) above); and (4) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Audiovox RecommendationG▇▇▇ Shareholder Matters”). Without the prior written consent of Best Assistant (such consent not to be unreasonably withheld, conditioned or delayed), the G▇▇▇ Shareholder Matters shall be the only matters (other than procedural matters) which G▇▇▇ shall propose to be acted on by the GEHI’s shareholders at the Special Meeting. The Proxy Statement will comply as to form and substance with the applicable Legal Requirements. G▇▇▇ shall furnish the Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its shareholders of record, as of the record date to be established by the board of directors of G▇▇▇ pursuant to Section ‎7.1(b), as promptly as practicable following the filing of the Proxy Statement (such date, the “Proxy Filing Date”). (cii) Audiovox In the preparation of the Proxy Statement, G▇▇▇ will make available to Best Assistant drafts of the Proxy Statement and any other documents to be filed or furnished with the SEC that relate to the Transactions, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide Best Assistant with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. G▇▇▇ shall not file or furnish any such documents with the SEC without the prior written consent of Best Assistant (such consent not to be unreasonably withheld, conditioned or delayed). G▇▇▇ will advise the Purchaser, Best Assistant promptly after it receives notice thereof, of any request by of: (A) the SEC for amendment of time when the Proxy Statement has been furnished with the SEC; (B) the furnishing of any supplement or comments thereon amendment to the Proxy Statement; and responses thereto or (C) requests by the SEC for additional informationinformation relating to the Proxy Statement. (diii) Audiovox represents If, at any time prior to the Special Meeting, there shall be discovered any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain so that it would not include any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents , G▇▇▇, Best Assistant and eLMTree shall promptly cooperate in the preparation and filing of an amendment or supplement to the Proxy Statement describing or correcting such information such that Audiovox is responsible for filing with the SEC Proxy Statement no longer contains an untrue statement of a material fact or omits to state a material fact necessary in connection with this Agreement or order to make the transactions contemplated by this Agreement will comply as to form and substance statements, in all material respects with the applicable requirements light of the circumstances under which they were made, not misleading. If, at any time prior to the Closing, Best Assistant discovers any information, event or circumstance relating to itself, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that it would not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then it shall promptly inform G▇▇▇ of such information, event or circumstance. (iv) G▇▇▇ shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act of 1934, as amendedand applicable “blue sky” laws, and the any rules and regulations thereunder. Best Assistant agrees to use reasonable best efforts to promptly provide G▇▇▇ with all information in its possession concerning (a) the business, management, operations and financial condition of itself and its Subsidiaries and (b) officers, directors, employees, shareholders, and other equityholders and such other matters, in each case, reasonably requested by G▇▇▇ for inclusion in the Proxy Statement. Each Principal Party shall cause the directors, officers and employees of itself or its Subsidiaries to be reasonably available to G▇▇▇ and its counsel, auditors and other advisors in connection with the drafting of the Proxy Statement.

Proxy Statement. (a) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox Parent shall prepare and file with the SEC SEC, in preliminary form, the proxy statement Proxy Statement and provide therein the holders of Parent Common Stock the opportunity to be sent to the stockholders elect redemption of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request their Parent Common Stock in connection with such actions the Parent Common Stockholders Meeting, as required by the Organizational Documents of Parent. Each of Parent and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox Company shall mail use its commercially reasonable efforts to: (i) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC; and (ii) promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its stockholdersstaff. (b) Except Parent shall provide the holders of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Special Meeting, as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation required by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement Parent’s Organizational Documents (the “Audiovox RecommendationCommon Stockholder Redemption”). (c) Audiovox Without limitation, in the Proxy Statement, Parent shall solicit proxies from holders of Parent Common Stock to vote at the Parent Common Stockholders Meeting in favor of (i) the adoption of this Agreement and the approval of the transactions contemplated hereby pursuant to Section 251 of the DGCL, (ii) approval for purposes of the rules and regulations of NASDAQ or NYSE of the issuance of equity securities as part of the Merger Consideration, including the Holdback Releases, (iii) the approval for purposes of the rules and regulations of NASDAQ of the issuance of equity securities as part of the Supplemental Financings, (iv) the material differences between the constitutional documents of Parent that will be in effect upon the Effective Time and Parent’s current amended and restated certificate of incorporation, (v) an incentive compensation plan for employees of Parent and its Subsidiaries that will be in place at the Closing (the “Parent Incentive Plan”) and (vi) any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”). The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (d) After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by Parent and the Company, Parent shall file the Proxy Statement in definitive form with the SEC in accordance with the rules and regulations under the Exchange Act and mail the Proxy Statement to holders of record of Parent Common Stock, as of the record date to be established by the board of directors of Parent. Each of the Company and Parent shall furnish all information concerning such Party and its Affiliates to the other Party, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide the Company with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Parent (with the Company’s reasonable cooperation) shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. (e) Prior to filing with the SEC or mailing to Parent’s stockholders, Parent will make available to the Company drafts of the Proxy Statement, both preliminary and final (including any amendments or supplements thereto) and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. Parent shall not file any such documents with the SEC (including response to any comments from the SEC with respect thereto) without the prior written consent (e-mail is sufficient) of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent will advise the Purchaser, Company promptly after it receives receipt of notice thereof, of (i) if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (ii) the filing of any supplement or amendment to the Proxy Statement, (iii) any request by the SEC for amendment of the Proxy Statement, (iv) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto (whether written or oral), or (viii) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any comments or material requests from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts (including the proposed final version of such document or response). (df) Audiovox represents Each of Parent and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement shall notwill, at (i) as of the time date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of AudiovoxParent Stockholders, (ii) at the time of the Audiovox Stockholders’ Meeting and (iii) Parent Common Stockholders Meeting, or at the ClosingEffective Time, contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary to make the statements therein, in order light of the circumstances under which they are made, not misleading. If at any time prior to the Parent Common Stockholders Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. All documents If, at any time prior to the Effective Time, the Company discovers any information, event or circumstance relating to the Company, its Subsidiaries or any of their respective Affiliates, officers, directors or employees that Audiovox is responsible should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Parent of such information, event or circumstance and shall promptly provide all information required for filing Parent to transmit to the holders of its capital stock an amendment or supplement to the Proxy Statement containing such information. (g) Subject to compliance by the Company with its obligations under this Section 6.11 and provision by the SEC Company on a timely basis of such information that may be required in connection order for Parent to comply with this Agreement or Section 6.11(g), Parent shall make all necessary filings with respect to the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of hereby under the Securities Act, the Exchange Act of 1934, as amended, and the applicable “blue sky” Laws and any rules and regulations thereunder. (h) The Company shall promptly provide Parent with all information (including applicable financial statements prepared in accordance with Regulation S-X of the SEC to the extent required by the applicable forms of the Proxy Statement) concerning the Company and its Subsidiaries reasonably requested by Parent for inclusion in the Proxy Statement and any amendment or supplement to the Proxy Statement (if any). The Company shall cause the officers and employees of the Company and its Subsidiaries to be reasonably available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. (i) Parent shall use its reasonable best efforts to (i) cause the shares of Parent Common Stock to be issued to the Pre-Closing Holders to be approved for listing on NASDAQ or NYSE upon issuance, (ii) cause the shares of Parent Common Stock to be issued to the holders of Parent Class B Common Stock to be approved for listing on NASDAQ or NYSE upon issuance, (iii) cause the shares of Parent Common Stock to be issued upon exercise of the Parent Warrants to be approved for listing on NASDAQ or NYSE upon issuance and (iv) make all necessary and appropriate filings with NASDAQ or NYSE and undertake all other steps reasonably required prior to the Closing Date to effect such listings.

Proxy Statement. (ai) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox shall Parent shall, in accordance with this Section 7.1(a), prepare and file with the SEC the SEC, in preliminary form, a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Audiovox relating to the meeting Parent in advance of the Audiovox Special Meeting, for the purpose of, among other things: (A) providing Parent’s stockholders with the opportunity to redeem shares of Parent Class A Stock (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy StatementParent Stockholder Redemption”). The Seller shall furnish all information concerning ; and (B) soliciting proxies from holders of Parent Class A Stock to vote at the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox Special Meeting in favor of approval and of: (1) the adoption of this Agreement and approval of the transactions contemplated by this Agreement Transactions; (2) the issuance of shares of Parent Class A Stock in connection with Section 2.6; (3) the amendment and restatement of the Parent Organizational Documents in the form of the Parent A&R Charter attached hereto as Exhibit A; (4) the approval of the adoption of a management equity incentive plan pursuant to which Parent is permitted to issue the Restricted Stock Units in accordance with Section 7.24; and (5) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Audiovox RecommendationParent Stockholder Matters”). Without the prior written consent of the Stockholder Representative and the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent’s stockholders at the Special Meeting. The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. Parent shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Parent, as promptly as practicable (but in no event later than five Business Days except as otherwise required by Applicable Legal Requirements) following the earlier to occur of: (Y) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (Z) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). (cii) Audiovox Prior to filing with the SEC, Parent will make available to the Company drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent will advise the Purchaser, Company promptly after it receives notice thereof, of any request by of: (A) the SEC for amendment of time when the Proxy Statement or comments thereon and responses thereto or requests has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC for additional information. (d) Audiovox represents that SEC, the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time expiration of the Audiovox Stockholders’ Meeting and (iiiwaiting period in Rule 14a-6(a) under the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.Act;

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox the Company shall prepare prepare, and file with the SEC the SEC, preliminary proxy statement to be sent to the stockholders of Audiovox materials relating to the meeting Company Stockholder Approval. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the Audiovox stockholders (10-day waiting period provided in Rule 14a-6(a) promulgated under the “Audiovox Stockholders’ Meeting”) to be held to consider approval Exchange Act, the Company shall file definitive proxy materials with the SEC and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail cause the Proxy Statement to be mailed to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox . The Company will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All cause all documents that Audiovox it is responsible for filing with the SEC or other regulatory authorities in connection with this Agreement the Merger (or as required or appropriate to facilitate the transactions contemplated by this Agreement will Merger) to (i) comply as to form with all applicable SEC requirements, and substance (ii) otherwise comply in all material respects with the all applicable requirements of the Securities Exchange Act of 1934, as amended, law and the rules and regulations promulgated thereunder. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company shall provide Acquirer (which term shall in all instances in this Section 5.1 also include Acquirer’s counsel) with reasonable opportunity to review and comment on each such filing in advance (and shall consider in good faith Acquirer’s views with respect thereto). (b) The Company will notify Acquirer promptly of the receipt of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and will supply Acquirer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. The Company shall consult with Acquirer prior to responding to any comments or inquiries by the SEC or any other Governmental Entity with respect to any filings related to (or necessary or appropriate to facilitate) the Merger, shall provide Acquirer with reasonable opportunity to review and comment on any such written response in advance (and shall consider in good faith the views of Acquirer with respect to each such written or oral response). Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Acquirer of such occurrence, provide Acquirer with reasonable opportunity to review and comment on any such amendment or supplement in advance (and shall consider in good faith Acquirer’s views with respect thereto), and shall cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the stockholders of the Company, such amendment or supplement.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreementdate on which the Required Information has been made available to the Purchaser and its Representatives, Audiovox the Purchaser shall prepare and file with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of Offer and the Audiovox stockholders Transactions (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplementedsupplemented from time to time, being referred to herein as the “Proxy Statement”). The Seller shall furnish ) and provide all information concerning of its stockholders with the Seller opportunity to redeem, in the aggregate, up to 25,665,000 of their Public Shares, to be redeemed in conjunction with a stockholder vote on the Transactions, all in accordance with and as Audiovox may reasonably request in connection with such actions required by the applicable governing documents of the Purchaser (including the Prospectus and the preparation Amended and Restated Certificate of Incorporation and the Purchaser’s bylaws) (the “Purchaser Governing Documents”), applicable Law, and any applicable rules and regulations of the Proxy Statement. As promptly as practicable after SEC and the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholdersNYSE. (b) Except as provided The Purchaser shall not terminate or withdraw the Offer other than in Section 5.06(c), Audiovox covenants that none of connection with the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption valid termination of this Agreement and approval in accordance with Article VII. The Purchaser shall extend the Offer for any period required by any rule, Law, regulation, interpretation or position of the transactions contemplated by SEC, the NYSE or the respective staff thereof that is applicable to the Offer. Nothing in this Section 5.08(b) shall (i) impose any obligation on the Purchaser to extend the Offer beyond the Termination Date (as the same may be extended in accordance with Section 7.03(b)), or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of the Purchaser to terminate this Agreement (the “Audiovox Recommendation”).in accordance with Article VII. 54 (c) Audiovox will advise Without limitation, in the Proxy Statement, the Purchaser shall (i) seek (A) approval of this Agreement by the holders of shares of the Purchaser Common Stock in accordance with applicable Law and NYSE exchange rules and regulations, (B) approval of the Second Amended and Restated Certificate of Incorporation, (C) approval of the new omnibus equity incentive plan, the form of which is attached as Exhibit D hereto (the “Management Incentive Plan”), that, among other things, provides for a grant of outstanding the Purchaser Common Stock to employees of the Acquired Entities in the form of stock options, restricted stock units, restricted stock or other equity-based awards, (D) to appoint, and designate the classes of, the members of the board of directors of the Purchaser, in each case as set forth on Annex I hereto, subject to any changes to Annex I as provided therein, (E) to the extent necessary, approval of the issuance of the Purchaser Common Stock pursuant to the Investor Agreements by the holders of shares of the Purchaser Common Stock in accordance with applicable Law and exchange rules and regulations, and (F) to obtain any and all other approvals necessary or advisable to effect the consummation of the Transactions, and (ii) file with the SEC financial and other information about the Transactions in accordance with applicable proxy solicitation rules set forth in the Purchaser’s Amended and Restated Certificate of Incorporation, the Exchange Act or otherwise (such Proxy Statement and the documents included or referred to therein pursuant to which the Offer will be made, together with any supplements, amendments and/or exhibits thereto, the “Offer Documents”). Except with respect to the information provided by the Seller for inclusion in the Proxy Statement and other Offer Documents, the Purchaser shall ensure that, when filed, the Proxy Statement and other Offer Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Subject to the Purchaser’s receipt of the Required Information, the Purchaser shall cause the Offer Documents to be disseminated as promptly as practicable to the Purchaser’s equityholders after it receives notice thereof, of any request the Proxy Statement is cleared by the SEC for mailing as and to the extent such dissemination is required by United States federal securities laws and the rules and regulations of the SEC and the NYSE promulgated thereunder or otherwise (the “Federal Securities Laws”), and the Purchaser shall take all actions necessary in accordance with applicable Law and the Purchaser Governing Documents to duly call, give notice of, convene and hold (on a date selected by the Purchaser and reasonably acceptable to the Seller, which date shall in no event be later than 30 days following the date the Proxy Statement is cleared by the SEC for mailing to the Purchaser’s equityholders) the Special Meeting of the Purchaser’s stockholders solely for the purpose of obtaining the Purchaser Stockholder Approval and obtaining the approval of the Purchaser’s stockholders with respect to the other matters contemplated to be included in the Proxy Statement in accordance with the terms of this Agreement. The Purchaser may, without the prior consent of the Seller, make one or more successive postponements or adjournments of such Special Meeting (i) if required by applicable Law or a request from the SEC or its staff, (ii) to the extent necessary to ensure that any supplement or amendment of to the Proxy Statement or comments thereon the Offer Documents that the Purchaser board of directors, after consultation with its outside counsel, has determined in good faith, is required by applicable Law is provided to the Purchaser’s stockholders, or (iii) if, on a date for which such Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares of the Purchaser Common Stock to obtain the Purchaser Stockholder Approval, whether or not a quorum is present, provided that (A) the duration of any such adjournment or postponement shall be limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement, (B) no single such adjournment or postponement shall be for more than five Business Days except as may be required by Federal Securities Laws, and responses thereto (C) in the case of clause (iii), such Special Meeting shall not be postponed to later than the date that is ten Business Days after the date for which such Special Meeting was originally scheduled without the prior written consent of the Seller. All other postponements or requests by adjournments shall require the SEC for additional informationprior written consent of the Seller. The Purchaser shall ensure that such Special Meeting is called, noticed, convened, held and conducted, and that all Persons solicited in connection with such Special Meeting are solicited, in compliance with all applicable Laws. (d) Audiovox represents that The Seller shall promptly provide to the Purchaser the Required Information as and when available and such other information concerning the Seller, the Acquired Entities as is either required by Federal Securities Laws or reasonably requested by the Purchaser for inclusion in the Proxy Statement Statement. Subject to the Seller’s compliance with the immediately preceding sentence with respect to the information provided or to be provided by the Seller for inclusion in the Offer Documents, the Purchaser shall notcause the Offer Documents to comply in all material respects with the Federal Securities Laws. The Purchaser shall provide copies of the proposed forms of the Offer Documents (including any amendments or supplements thereto) to the Seller such that the Seller and the Acquired Entities and its and their respective Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, at (i) and the time Purchaser shall reasonably consider in good faith any comments of such Persons. The Purchaser and the Seller shall respond promptly to any comments of the SEC or its staff with respect to the Offer or the Offer Documents and promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. The Purchaser shall amend or supplement the Offer Documents and cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of the Purchaser Common Stock, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and the applicable Purchaser Governing Documents. The Purchaser shall provide the Seller, the Company and their respective Representatives with copies of any written comments, and shall inform them of any material oral comments, that the Purchaser or any of its Representatives receive from the SEC or its staff with respect to the Offer or the Offer Documents promptly after the receipt of such comments and shall give the Seller and the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall reasonably consider in good faith any comments of such Persons. The Purchaser shall use reasonable best efforts to cause the Proxy Statement to “clear” comments from the SEC and its staff and to permit the Seller, the Company and their respective Representatives to participate with the Purchaser or its Representatives in any discussions or meetings with the SEC and its staff. The Seller shall, and shall cause each of the Acquired Entities to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Purchaser and its Representatives in connection with the drafting of the public filings with respect to the Transactions (including the Offer Documents) and responding in a timely manner to comments from the SEC. (e) If at any time prior to the Effective Time, any information relating to the Purchaser, or the Acquired Entities, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by the Purchaser or the Seller, as applicable, that should be set forth in an amendment thereof or supplement thereto) is first mailed to the stockholders of AudiovoxProxy Statement, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain so that such documents would not include any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing , the party which discovers such information shall promptly notify each other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Purchaser. 56 (f) Subject to the second sentence of this Section 5.08(f), but notwithstanding anything else to the contrary in connection with this Agreement or any Ancillary Agreement, the transactions contemplated by this Agreement will comply as Purchaser shall not make any public filing with respect to form and substance in all material respects with the applicable requirements Transactions (including the Offer Documents) without the prior written consent of the Securities Exchange Act of 1934Seller. The Purchaser may make any public filing with respect to the Transactions to the extent required by applicable Law, as amendedprovided, that the Seller shall, in any event, be consulted in order to determine the extent to which any such filing is required by applicable Law and to the extent such filing is jointly determined by the Seller and the rules and regulations thereunderPurchaser to be not so required, such filing shall not be made.

Proxy Statement. (a) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox shall and the receipt by the Buyer of the information referred to in Section 7.5(h), the Buyer shall, in accordance with this Section 7.5, prepare and file with the SEC the SEC, in preliminary form, a proxy statement in connection with the transactions contemplated by this Agreement (together with the notice of meeting and any amendments thereof and supplements thereto, and any and all materials incorporated by reference therein, in accordance with SEC Guidance, the “Proxy Statement”) to be sent to the stockholders of Audiovox the Buyer relating to the meeting Buyer Stockholders Meeting, for the purpose of, among other things, soliciting proxies from holders of Buyer Common Shares to vote at the Audiovox stockholders Buyer Stockholders Meeting in favor of (i) the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement and the approval of the Mergers and the other transactions contemplated hereby and thereby, (ii) the issuance of Buyer Common Shares and the Buyer Preferred Shares to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection accordance with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution terms of this Agreement, Audiovox (iii) to the extent that Buyer holds its annual meeting of stockholders as part of the Buyer Stockholders Meeting, the election of directors effective as of the Closing, including the directors to which IEA or an Affiliate thereof is entitled to designate pursuant to the Investor Rights Agreement, (iv) the amendment and restatement of the Buyer Charter in the form of the A&R Buyer Charter and, to the extent a vote of stockholders is necessary, the amendment and restatement of the by-laws of the Buyer in the form of the Buyer A&R By-laws, (v) the adoption of the Certificate of Designation (clauses (iv) and (v), together, the “Charter Amendment Proposal”), and (vi) any other proposals the parties deem necessary or desirable to consummate the Mergers and the other transactions contemplated by this Agreement or the Ancillary Agreements (collectively, the “Transaction Proposals”). Without the prior written consent of the Seller’s Representative and the Company, the Transaction Proposals shall mail be the only matters (other than procedural matters) which the Buyer shall propose to be acted on by the Buyer’s stockholders at the Buyer Stockholders Meeting; provided that, with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Company may withhold its consent if holding the Buyer’s annual meeting as part of the Buyer Stockholders Meeting would reasonably be expected to delay the filing of the Proxy Statement to or the approval thereof by the SEC or otherwise delay the Closing), the Buyer may hold its stockholdersannual meeting of stockholders as part of the Buyer Stockholders Meeting, in which case it may include proposals for the election of directors and such other customary matters as determined by the board of directors of the Buyer. (b) Except as provided in Section 5.06(c), Audiovox covenants that none Without limiting the generality of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaserforegoing, the approval or recommendation by Company shall reasonably cooperate with Buyer in connection with the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the SEC Guidance, including the requirements of Regulation S-X, including providing such pro forma adjustments necessary to reflect the transfer of the Specified Real Property; provided, that the cooperation by the Company shall include, the recommendation relate solely to the stockholders of Audiovox in favor of approval financial information and adoption of this Agreement data derived from the Company’s historical books and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”)records. (c) Audiovox The Company shall review the Proxy Statement and shall confirm in writing to the Buyer, as of the date of mailing the Proxy Statement to the Buyer’s stockholders, that the information relating to the Company contained in the Proxy Statement does not, to the Knowledge of the Company, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The Buyer shall review the Proxy Statement and shall confirm in writing to the Company, as of the date of mailing the Proxy Statement to the Buyer’s stockholders, that the information relating to the Buyer contained in the Proxy Statement does not, to the Knowledge of the Buyer, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. (d) The Proxy Statement will comply as to form and substance with the requirements of all applicable Law and SEC Guidance. The Buyer shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record (as of the record date to be established by the board of directors of the Buyer), in each case as promptly as practicable following the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC. (e) Prior to filing with the SEC, the Buyer will make available to the Company and the Seller’s Representative drafts of the Proxy Statement and any other documents or materials to be filed with, or submitted to or furnished to, the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company, the Seller’s Representative and their respective Representatives with a reasonable opportunity to comment on such drafts and the Buyer shall consider such comments in good faith, in accordance with SEC Guidance. The Buyer shall not provide (including by filing, submitting or furnishing) any such documents to the SEC without the prior written consent of the Company and the Seller’s Representative (such consent not to be unreasonably withheld, conditioned or delayed). The Buyer will advise the PurchaserCompany and the Seller’s Representative of (i) the time when the Proxy Statement has been filed and when any other documents or materials have been filed with or submitted or furnished to the SEC by it, promptly after it receives notice thereof(ii) in the event the preliminary Proxy Statement or any of the Other SEC Materials is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement or any of the Other SEC Materials is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement or any of the Other SEC Materials, (v) the issuance of any stop order or similar action by the SEC, (vi) any request by the SEC for amendment of the Proxy Statement or any of the Other SEC Materials, (vii) any written comments thereon from the SEC relating to the Proxy Statement or any of the Other SEC Materials and responses thereto or (viii) written requests by the SEC for additional information, in each case, promptly after the Buyer receives notice thereof. The Buyer shall promptly respond to any SEC comments on the Proxy Statement or any of the Other SEC Materials and shall use its reasonable best efforts to have the Proxy Statement and any Other SEC Materials (as applicable) cleared by the SEC pursuant to SEC Guidance as soon after filing of the Proxy Statement as practicable; provided, that prior to responding to any requests or comments from the SEC, the Buyer will make available to the Company and the Seller’s Representative drafts of any such response, provide the Company, the Seller’s Representative and their respective Representatives with a reasonable opportunity to comment on such drafts and consider such comments in good faith in accordance with SEC Guidance. (df) Audiovox represents If at any time prior to the Buyer Stockholders Meeting the Buyer discovers, or is informed by the Company of, any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing , or to comply with any applicable Law or SEC Guidance, the Buyer shall promptly prepare and transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information, in each case, in accordance with the provisions of this Section 7.5. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the business of the Company or the Company Subsidiaries or any of their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or to comply with any applicable Law or SEC Guidance, then the Company shall promptly inform the Buyer of such information, event or circumstance, and the Buyer shall promptly prepare and transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information, in connection each case, in accordance with the provisions of this Agreement or Section 7.5. (g) The Buyer shall make all necessary filings with respect to the transactions contemplated by this Agreement will comply as to form and substance in hereby under SEC Guidance, including all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended“blue sky” laws, and the any rules and regulations thereunder. (h) The Company agrees to use reasonable best efforts to promptly provide the Buyer with all information concerning the business of the Company and the Company Subsidiaries and the management, operations and financial condition of the Company and the Company Subsidiaries, in each case, necessary for the information concerning the Company in the Proxy Statement (including any amendments made thereto), Form 8-K required to be filed by Buyer under Item 2.01, and other filings that are reasonably necessary to comply with applicable Law, including the SEC Guidance (the “Required Company Information”) and such other information concerning the Company as is reasonably requested by the Buyer for inclusion in the Proxy Statement. Without limiting the generality of the foregoing, the Company shall use reasonable best efforts to provide to the Buyer as promptly as practicable (A) audited financial statements of the Seller and its Subsidiaries, including audited balance sheets, statements of operations and statements of cash flows as of and for the years ended December 31, 2015 and December 31, 2016 prepared in accordance with U.S. GAAP and Regulation S-X and a signed report of Seller’s independent auditor with respect thereto, which audit report shall refer to the standards of the PCAOB (the “PCAOB Audited Financial Statements”); (B) unaudited financial statements of the Seller and its Subsidiaries, including a balance sheet, statement of operations and statement of cash flows as of and for the year ended December 31, 2014 prepared in accordance with U.S. GAAP and Regulation S-X; (C) unaudited financial statements of the Seller and its Subsidiaries, including balance sheets, statements of operations and statement of cash flows as of and for the nine month periods ended September 30, 2016 and 2017 prepared in accordance with U.S. GAAP and Regulation S-X and a review by Seller’s independent auditor in accordance with PCAOB Auditing Standard 4105 (the “Reviewed Interim Financial Statements”); and (D) all Selected Financial Data of the Seller required by Item 301 of Regulation S-K. The Company shall cause the officers and employees of the Company and the Company Subsidiaries to be reasonably available to the Buyer and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. As soon as practicable after December 31, 2017, the Company shall use reasonable best efforts to provide to Buyer the information required with respect to the Company under Regulation S-K Item 402 for 2017. As soon as practicable after December 31, 2017, the Company shall commence preparation of, and unless the Closing has occurred on or prior to February 8, 2018, the Company shall use reasonable best efforts to deliver to Buyer at least five (5) Business Days prior to Closing (and in no event later than March 15, 2018), the Required Company Information that would be required for a filing of the Proxy Statement or any amendment thereto (to the extent not previously mailed) or for a filing on Form 8-K under Item 2.01, in each case assuming such filing was to made after February 14, 2018, including (1) the 2017 Audited Financial Statements, (2) the pro forma adjustments related to the Specified Real Property for the year ended December 31, 2017 prepared in accordance with Regulation S-X and (3) Management's Discussion & Analysis for such period meeting the requirements of Law.

Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Audiovox but in any event no later than forty-five (45) days following the date of this Agreement, Acquirer, in cooperation with HOVRS, shall prepare and file with the SEC the a proxy statement of Acquirer, meeting the requirements of Delaware Law and the Exchange Act and the requirements identified in Section 6.1(d) hereof (the "Proxy Statement"). Each of Acquirer and HOVRS shall respond to any comments of the SEC, and Acquirer shall cause the definitive Proxy Statement to be sent mailed to its stockholders at the stockholders of Audiovox relating earliest practicable time after the Proxy Statement is filed with the SEC, subject to compliance with the meeting of Exchange Act, including without limitation Rule 14a-6 thereunder, but in no event later than five (5) Business Days following the Audiovox stockholders (date on which the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller SEC shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of have advised that it has no further comments regarding the Proxy Statement. As promptly as practicable after ; provided, however, that if the execution of this AgreementSEC Staff advises Acquirer that it will not review the Proxy Statement, Audiovox Acquirer shall mail cause the Proxy Statement to be mailed to its stockholders. stockholders no later than twenty (b20) Except as provided in Section 5.06(c), Audiovox covenants that none Business Days after it is so advised. Each of Acquirer and HOVRS shall notify the Audiovox Board other promptly upon the receipt of any comments from the SEC or its staff or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement other Governmental Entity and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC or its staff or any Governmental Entity for amendment of amendments or supplements to the Proxy Statement or comments thereon for additional information and responses thereto shall supply the other with copies of all correspondence between such party or requests any of its representatives, on the one hand, and the SEC, or its staff or any other Governmental Entity, on the other hand, with respect to the Proxy Statement or the Merger. Each of Acquirer and HOVRS shall use its best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.1 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, Acquirer or HOVRS, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other Governmental Entity, and/or mailing to stockholders of HOVRS and Acquirer, such amendment or supplement. (b) In furtherance and not in limitation of its obligations under Section 6.1(a), HOVRS shall promptly provide Acquirer with the information required to be included in the Proxy Statement relating to HOVRS, and HOVRS shall use commercially reasonable efforts to provide Acquirer with (i) an unqualified audit report signed by the SEC firm of Gallina LLP with respect to each of the annual audited financial st▇▇▇▇▇▇▇s included within the HOVRS Financial Statements, (ii) a consent in form and substance reasonably satisfactory to Acquirer, executed by such accounting firm as of a date within two (2) Business Days of each of the dates on which the HOVRS Financial Statements are filed with the SEC, consenting to the filing by Acquirer of such report with the SEC, and (iii) an acknowledgment in form and substance reasonably satisfactory to Acquirer, executed by such firm as of a date within two (2) Business Days of each such filing, confirming that such firm is independent with respect to HOVRS. (c) Except to the extent legally required for additional informationthe discharge by Acquirer's board of directors of its fiduciary duties as advised by such Board's legal counsel, Acquirer will include in the Proxy Statement (i) the recommendation of the board of directors of Acquirer that the stockholders of Acquirer vote to approve the Merger, the issuance of the Acquirer Common Stock pursuant to this Agreement and such other matters as shall be required by Nasdaq in connection with the consummation of the Merger and (ii) the written opinion dated as of Duff & Phelps, financial advisor to the board of directors of Acquire▇, ▇▇ the effect that the Merger is fair, from a financial point of view, to Acquirer. (d) Audiovox represents Each of HOVRS and Acquirer shall ensure that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, does not contain any untrue statement of a material fact or fail omit to state any a material fact required to be stated therein or necessary in order to make the statements thereinmade relating to such party, in light of the circumstances under which they were made, not misleading. All documents misleading (provided that Audiovox is such party shall not be responsible for filing with the SEC accuracy or completeness of any information concerning the other party furnished by the other party for inclusion in connection with this Agreement or the transactions contemplated by this Agreement will comply as Proxy Statement). The Proxy Statement shall contain information to form and substance in all material respects with satisfy the applicable information requirements of Rule 502(b) of Regulation D of the Securities Exchange Act for purposes of 1934, as amended, and satisfying Rule 506 of Regulation D of the rules and regulations thereunderSecurities Act.

Proxy Statement. (a) As promptly as practicable after If the execution of this AgreementCompany, Audiovox shall prepare and file at any time determines that in connection with the SEC issuance of the proxy statement Securities, Stockholder Approval is required by the Principal Market in connection with the 19.99% Rule, the Company shall provide each stockholder entitled to be sent to vote at the next meeting of stockholders of Audiovox relating to the Company, which meeting shall occur on or before ninety days from the date of such determination (the "Stockholder Meeting Deadline"), a proxy statement, which has been previously reviewed by the Buyers and a counsel of their choice, soliciting each such stockholder's affirmative vote at such stockholder meeting for approval of the Audiovox stockholders (Company's issuance of all of the “Audiovox Stockholders’ Meeting”) to be held to consider approval Securities as described in the Transaction Documents in accordance with applicable law and adoption the rules and regulations of this Agreement or any information statement to be sent to such stockholders, as appropriate the Principal Market (such proxy statement or information statement, as amended or supplemented, affirmative approval being referred to herein as the “Proxy Statement”"Stockholder Approval"). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions , and the preparation Company shall use its best efforts to solicit its stockholders' approval of such issuance of the Proxy Statement. As promptly as practicable after Securities and to cause the execution Board of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none Directors of the Audiovox Board or any committee thereof shall withdraw or modify, or propose Company to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation recommend to the stockholders that they approve such proposal. If the Company fails to obtain the Stockholder Approval by the Stockholder Meeting Deadline, then, as partial relief (which remedy shall not be exclusive of Audiovox any other remedies available at law or in favor equity), each holder of approval and adoption of this Agreement and approval Debentures shall notify the Company by facsimile within three (3) Business Days of the transactions contemplated by this Agreement Stockholder Meeting Deadline (a "Delisting Notice" ) as to whether such holder is requiring the “Audiovox Recommendation”). (c) Audiovox will advise Company to delist the Purchaser, promptly after it receives notice thereof, of any request Common Stock from the Principal Market. If so directed in one or more Delisting Notices by the SEC for amendment holders of 60% of the Proxy Statement or comments thereon and responses thereto or requests by Outstanding Principal Amount of all Debentures then outstanding, the SEC for additional information. Company shall, as promptly as practicable, but in no event more than five (d5) Audiovox represents Business Days after the Company's first receipt of a Delisting Notice, delist the Common Stock from the Principal Market so that the information in 19.99% Rule no longer applies and is of no force and effect after such fifth Business Day and have the Proxy Statement shall notCommon Stock, at (i) such holders' option, traded on the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement electronic bulletin board or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder"pink sheets."

Proxy Statement. (a) As promptly as practicable after following the execution date hereof, Buyer shall prepare, and as promptly as practicable following receipt of this Agreementthe Required Financial Statements and the other information relating to the Company required to be included in the Proxy Statement, Audiovox Buyer shall prepare and file with the SEC the SEC, in preliminary form, a proxy statement to be sent to in connection with the stockholders of Audiovox relating to the meeting of the Audiovox stockholders transactions contemplated hereby (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning ) and provide its shareholders with the Seller as Audiovox may reasonably request opportunity to redeem their Buyer Shares pursuant to the Buyer Class A Redemption in connection accordance with such actions the applicable terms of Buyer Articles of Association, any related agreements of Buyer or its Affiliates, applicable Law and the preparation any applicable rules and regulations of the Proxy StatementSEC and NYSE. As promptly as practicable after the execution of this Agreement, Audiovox Buyer shall mail use reasonable best efforts to cause the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none comply with the rules and regulations of the Audiovox Board or any committee thereof SEC. In the Proxy Statement, Buyer shall withdraw or modify, or propose (i) solicit proxies from its shareholders to withdraw or modify, vote at the Buyer Shareholders Meeting in a manner adverse favor of (A) all shareholder approvals required by the rules of the NYSE with respect to the Purchaser, issuance of Buyer Shares in connection with the approval Financing and (B) any other proposals the Buyer deems necessary or recommendation by the Audiovox Board or any committee thereof of this Agreement, or desirable to consummate the transactions contemplated by this Agreement hereby (collectively, the “Transaction Proposals”), and (ii) file with the SEC financial and other information about the transactions contemplated hereby in accordance with Regulation 14A of the Exchange Act. Buyer may include in the Proxy Statement matters to be acted on by Buyer’s shareholders at the Buyer Shareholder Meeting other than the Transaction Proposals, it being understood that the approval of any such other matters shall includenot be conditions to or otherwise delay or hinder, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval consummation of the transactions contemplated by this Agreement (Agreement. Buyer shall promptly respond to any SEC comments on the “Audiovox Recommendation”). (c) Audiovox will advise Proxy Statement and shall otherwise use commercially reasonable best efforts to seek the Purchaser, promptly after it receives notice thereof, completion of any request the review by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationas promptly as practicable. (db) Audiovox represents that the information in Buyer shall cause the Proxy Statement shall notto be mailed to its shareholders of record, at as of the record date to be established by the board of directors of the Buyer, promptly following (iA) in the time event the preliminary Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to not reviewed by the stockholders of AudiovoxSEC, (ii) the time expiration of the Audiovox Stockholders’ Meeting and waiting period in Rule 14a-6(a) under the Exchange Act, or (iiiB) in the Closingevent the preliminary Proxy Statement is reviewed by the SEC, contain any untrue statement receipt of a material fact oral or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light written notification of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements completion of the Securities Exchange Act of 1934, as amended, and review by the rules and regulations thereunderSEC.

Proxy Statement. (ai) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox SPAC shall cause New Starship to, in accordance with this Section ‎7.1‎(a), prepare and file with the SEC the proxy (A) a registration statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to as such stockholders, as appropriate (such proxy statement or information statement, as filing is amended or supplemented, being referred to herein the “Registration Statement”), including a proxy statement of New Starship, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”). The Seller shall furnish all information concerning , for the Seller as Audiovox may reasonably request purposes of (I) registering under the Securities Act the New Starship Common Stock to be issued in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and hereby (including the Proxy Statement shall includeEarn-Out Shares) (together, the recommendation “Registration Shares”), (II) providing SPAC’s stockholders with notice of the opportunity to redeem shares of SPAC Class A Stock (the stockholders “SPAC Stockholder Redemption”), and (III) soliciting proxies from holders of Audiovox SPAC Class A Stock to vote at the Special Meeting in favor of approval and of: (1) the adoption of this Agreement and approval of the transactions contemplated by this Agreement Transactions; (2) the issuance of shares of New Starship Common Stock in connection with ‎Article II; and (3) any other proposals the Parties deem necessary or desirable to consummate the Transactions and the Domestication (collectively, the “Audiovox RecommendationSPAC Stockholder Matters”). Without the prior written consent of the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Stockholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC’s stockholders at the Special Meeting. The Registration Statement and the Proxy Statement will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. SPAC shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of SPAC, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”). (cii) Audiovox Prior to filing with the SEC, SPAC will cause New Starship to make available to the Company drafts of the Registration Statement and any other documents to be filed with the SEC that relate to the Transactions, both preliminary and final, and any amendment or supplement to the Registration Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. New Starship shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). New Starship will advise the Purchaser, Company promptly after it receives notice thereof, of: (A) the time when the Registration Statement has been filed; (B) the effectiveness of the Registration Statement; (C) the filing of any supplement or amendment to the Registration Statement; (D) the issuance of any stop order by the SEC; (E) any request by the SEC for amendment of the Proxy Registration Statement; (F) any comments from the SEC relating to the Registration Statement or comments thereon and responses thereto or thereto; and (G) requests by the SEC for additional informationinformation relating to the Registration Statement. New Starship shall promptly respond to any SEC comments on the Registration Statement and shall use commercially reasonable efforts to have the Registration Statement cleared by the SEC under the Securities Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, New Starship will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts. (diii) Audiovox represents If, at any time prior to the Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement so that the information in the Proxy Registration Statement shall not, at (i) the time the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, New Starship shall promptly file an amendment or supplement to the Registration Statement containing such information. All documents If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that Audiovox is responsible for filing with should be set forth in an amendment or a supplement to the SEC Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements light of the circumstances under which they were made, not misleading, then the Company shall promptly inform New Starship of such information, event or circumstance. (iv) New Starship or SPAC, as applicable, shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act of 1934, as amendedand applicable “blue sky” laws, and the any rules and regulations thereunder. The Company agrees to use commercially reasonable efforts to promptly provide New Starship with all information in its possession concerning the business, management, operations and financial condition of the Company and the Company Subsidiaries, in each case, reasonably requested by New Starship for inclusion in the Registration Statement. The Company shall cause the officers and employees of the Company and the Company Subsidiaries to be reasonably available to New Starship and its counsel, auditors and other advisors in connection with the drafting of the Registration Statement and responding in a timely manner to comments on the Registration Statement from the SEC.

Proxy Statement. (ai) As promptly as practicable after (and in any event on or prior to the execution later of (i) the tenth (10th) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.05(a) and (ii) August 3, 2020), Acquiror shall, in accordance with this AgreementSection 9.02(a), Audiovox shall prepare and file with the SEC the SEC, in preliminary form, a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Audiovox relating Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is two (2) Business Days prior to the meeting date of the Audiovox stockholders Special Meeting (the “Audiovox Stockholders’ Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement adjourned or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modifypostponed, in a manner adverse to favor of: (1) the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement Transactions; (2) the issuance of shares of Acquiror Class A Common Stock in connection with the First Merger (including as may be required under the NYSE); (3) the amendment and restatement of the Certificate of Incorporation in the form of the Acquiror Charter attached as Exhibit A hereto; (4) the approval of the adoption of the Incentive Equity Plan; and (5) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (collectively, the “Audiovox RecommendationAcquiror Stockholder Matters”). Without the prior written consent of the Company, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s stockholders at the Special Meeting, as adjourned or postponed. The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. Acquiror shall (I) file the definitive Proxy Statement with the SEC, (II) cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Acquiror in accordance with Section 9.02(b), as promptly as practicable (but in no event later than three (3) Business Days except as otherwise required by applicable Law) following the earlier to occur of: (x) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”) and (III) promptly (and in no event later than the fifth (5th) Business Day following the date of this Agreement) commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act. (cii) Audiovox Prior to filing with the SEC, Acquiror will make available to the Company drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise the Purchaser, Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto or thereto; and (G) requests by the SEC for additional information. Acquiror shall respond to any SEC comments on the Proxy Statement as promptly as practicable (and in any event within 10 Business Days following receipt by Acquiror of any such SEC comments except to the extent due to the failure by the Company to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Acquiror will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts. (diii) Audiovox represents If, at any time prior to the Special Meeting, there shall be discovered any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Proxy Statement containing such information. All documents If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that Audiovox is responsible for filing with should be set forth in an amendment or a supplement to the SEC Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Acquiror of such information, event or circumstance. (iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act of 1934, as amendedand applicable “blue sky” laws, and the any rules and regulations thereunder. The Company agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of the Company and its Subsidiaries, in each case, reasonably requested by Acquiror for inclusion in the Proxy Statement.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox shall prepare and file with the SEC the proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “"Audiovox Stockholders’ ' Meeting”") to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “"Proxy Statement”"). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “"Audiovox Recommendation”"). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ ' Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox shall the Company shall, in consultation with Parent and Merger Sub, prepare and the Company shall file with the SEC the proxy statement to be sent to of the stockholders of Audiovox Company (together with any amendment or supplements thereto, the "Proxy Statement") relating to the special meeting of the Audiovox stockholders Company's shareholders (the “Audiovox Stockholders’ "Company Shareholders Meeting”") to be held to consider approval and adoption of this Agreement or any information statement and the Merger and shall use reasonable best efforts to cause the Proxy Statement to be sent filed with the SEC within 30 days of the date hereof. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to such stockholdersthe National Association of Securities Dealers, Inc. ("NASD"). Parent or the Company, as appropriate (such proxy statement or information statementthe case may be, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning itself that is required to be included in the Seller as Audiovox may reasonably request Proxy Statement and any other filings required to be made with he SEC in connection with such actions within this Agreement and the preparation of transactions contemplated hereby (the Proxy Statement"Other Filings"). As promptly as practicable after the execution of this AgreementCompany is notified that the SEC has no further comments to the Proxy Statement, Audiovox shall mail the Proxy Statement shall be mailed to its stockholdersthe shareholders of the Company as of the record date established for the Company Shareholders Meeting. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable requirements of Law, including (i) the Exchange Act, including Sections 14 thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the NASD and (iv) the NJBCA. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the The Proxy Statement shall include, include the recommendation of the Board of Directors of the Company to the stockholders shareholders of Audiovox the Company that they vote in favor of approval and the adoption of this Agreement and approval the Merger; provided, however, that subject to Section 7.5(b), the Board of Directors of the transactions contemplated by this Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company makes an Adverse Recommendation Change in accordance with Section 5.7. In addition, the Proxy Statement and the Proxy Materials will include a copy of the Merger Agreement (and the “Audiovox Recommendation”)written opinion of the Company Financial Advisor referred to in Section 3.19. (c) Audiovox No amendment or supplement to the Proxy Statement will be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent and the Company will (i) advise the Purchaserother, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional informationinformation and (ii) provide the other with copies of all filings made with the SEC and all correspondence (including comment letters) between the Company and the SEC with respect to the Proxy Statement. The Company, Parent and Merger Sub shall cooperate and consult with each other in preparation of the Proxy Statement and the Company will provide Parent and Merger Sub a reasonable opportunity for review and comment on the draft proxy statement (including each amendment or supplement thereto) and the Other Filings. The Company, Parent and Merger Sub shall use their reasonable best efforts to resolve all comments from the SEC with respect to the Proxy Statement as promptly as practicable. (d) Audiovox represents that The information supplied by the information Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement Materials (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of Audiovoxthe Company, (ii) the time of the Audiovox Stockholders’ Meeting Company Shareholders' Meeting, and (iii) the ClosingEffective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merger Sub. All documents that Audiovox the Company is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement hereby will comply as to form and substance in all material respects with the applicable requirements of the NJBCA, the Securities Act and the Exchange Act Act. (e) The information supplied by Parent for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Materials (or any amendment of 1934or supplement to the Proxy Materials) are first mailed to the shareholders the Company, as amended(ii) the time of the Company Shareholders Meeting, and (iii) the rules Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any subsidiary of Parent, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and regulations thereundersubstance in all material respects with the applicable requirements of the NJBCA, the Securities Act and the Exchange Act. (f) The information supplied by any party for inclusion in another party's Other Filing will be true and correct in all material respects and shall not fail to state any material fact required to be stated in the Other Filing or necessary in order to make the statements in the Other Filing not misleading.

Proxy Statement. (a) As If determined to be required by the Company, as promptly as practicable after the execution Effective Date, but subject to the prior completion of this Agreementthe condition to the First Closing as set forth in Section 3.01(o), Audiovox the Company shall prepare with the assistance, cooperation and commercially reasonable efforts of SAI and the Sellers, and file with the SEC the a proxy statement to be sent of the Company on Schedule 14A pursuant to the stockholders of Audiovox relating to Exchange Act or other applicable form as determined by the meeting of the Audiovox stockholders Company (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) for the purpose of soliciting proxies from the Company shareholders for the matters to be acted upon at the Company Annual Meeting (as defined below). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeinclude proxy materials for the purpose of soliciting proxies from Company shareholders to vote, at the recommendation annual general meeting of Company shareholders to be called and held in 2024 (the stockholders of Audiovox “Company Annual Meeting”), in favor of resolutions approving (i) the adoption and approval of the issuance of the Payment Shares, the Agudath Note, the Spetner Note and the shares of Company Common Stock to be issued in the Offering, and the approval and adoption of this Agreement and approval Transaction Documents and the Transactions Overall, by the holders of Company Common Stock in accordance with the Company Organizational Documents, the DGCL, and the rules and regulations of the transactions contemplated by this Agreement SEC and Nasdaq, and (ii) such other matters as the Company shall hereafter determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) and (ii), collectively, the “Audiovox RecommendationCompany Shareholder Approval Matters”). , (ciii) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request such other matters as determined by the SEC for amendment Company to be submitted to the Company shareholders at the Company Annual Meeting; and (iv) the adjournment of the Company Annual Meeting, if necessary or desirable in the reasonable determination of the Company. If on the date for which the Company Annual Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Required Company Shareholder Approval (as defined below), whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Annual Meeting. In connection with the Proxy Statement or comments thereon Statement, the Company and responses thereto or requests by SAI will file with the SEC financial and other information in accordance with applicable Law and applicable proxy solicitation rules set forth in the Company Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. SAI and the Sellers shall provide the Company with such information concerning SAI, Nroll, Benefit Counselors, and the Sellers and SAI’s officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for additional information. (d) Audiovox represents that the information inclusion in the Proxy Statement Statement, or in any amendments or supplements thereto, which information provided by SAI or the Sellers shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting be true and (iii) the Closing, correct and not contain any untrue statement of a material fact or fail omit to state any a material fact required to be stated therein or necessary in order to make the statements thereinmade not materially misleading (subject to the qualifications and limitations set forth in the materials provided by SAI or the Sellers). If required by applicable SEC rules or regulations, in light such financial information provided by SAI or the Sellers must be reviewed or audited by the Company’s auditors. The Company will use all commercially reasonable efforts to cause the Proxy Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Proxy Statement effective as long as is necessary to consummate the Transactions. (b) Each Party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the circumstances under which they were madeCompany, not misleading. All documents that Audiovox is responsible for filing with the SEC SAI and their respective Representatives in connection with this Agreement or the drafting of the public filings with respect to the transactions contemplated by this Agreement will comply Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Company shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to form and substance in all material respects be filed with the applicable requirements of the Securities Exchange Act of 1934, as amended, SEC and the rules Company shall cause the Proxy Statement to be disseminated to the Company’s shareholders, in each case as and regulations thereunderto the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Company Organizational Documents. (c) As soon as practicable following the Proxy Statement “clearing” comments from the SEC and being declared effective by the SEC, the Company shall distribute the Proxy Statement to the Company’s shareholders, and, pursuant thereto, shall call the Company Annual Meeting in accordance with the DGCL and the Company Organizational Documents.

Proxy Statement. (ai) As promptly as reasonably practicable after following the execution and delivery of this Agreement, Audiovox shall Acquiror shall, in accordance with this Section 8.02(a), and the Company will assist Acquiror, and provide to Acquiror all information regarding the Company, its Affiliates and its business that is necessary therefor, to prepare and file with the SEC the SEC, in preliminary form, a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Audiovox relating Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two (2) Business Days prior to the meeting originally scheduled date of the Audiovox stockholders Special Meeting (the “Audiovox Stockholders’ Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting”, as adjourned or postponed, in favor of the Acquiror Stockholder Matters. Without the prior written consent of the Company, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholdersacted on by the Acquiror’s stockholders at the Special Meeting, as appropriate (such proxy statement adjourned or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”)postponed. The Seller shall furnish all information concerning Proxy Statement will comply as to form and substance with the Seller as Audiovox may reasonably request in connection with such actions applicable requirements of the Exchange Act and the preparation of rules and regulations thereunder. Acquiror shall (I) file the definitive Proxy Statement. As promptly as practicable after Statement with the execution of this AgreementSEC, Audiovox shall mail (II) cause the Proxy Statement to be mailed to its stockholdersstockholders of record, as of the record date to be established by the board of directors of Acquiror in accordance with Section 8.02(b), as promptly as practicable (but in no event less than five (5) Business Days except as otherwise required by applicable Law) following the earlier (a) under the Exchange Act; or (y) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”) and (III) promptly commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act. (bii) Except as provided in Section 5.06(c)Prior to filing with the SEC, Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse Acquiror will make available to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof Company drafts of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeand any other documents to be filed with the SEC, the recommendation both preliminary and final, and any amendment or supplement to the stockholders of Audiovox Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in favor of approval and adoption of this Agreement and approval good faith. Acquiror shall not file any such documents with the SEC without the prior written consent of the transactions contemplated by this Agreement Company (the “Audiovox Recommendation”such consent not to be unreasonably withheld, conditioned or delayed). (c) Audiovox . Acquiror will advise the Purchaser, Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto or thereto; and (G) requests by the SEC for additional information. Acquiror shall use its reasonable best efforts to respond to any SEC comments on the Proxy Statement as promptly as practicable (and in any event within 10 Business Days following receipt by Acquiror of any such SEC comments except to the extent due to the failure by the Company to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Acquiror will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts. (diii) Audiovox represents If, at any time prior to the Special Meeting, there shall be discovered any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Proxy Statement containing such information. All documents The Company will provide to Acquiror all information regarding the Company, its Affiliates and its business that Audiovox is responsible necessary for any filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as the immediately preceding sentence. If, at any time prior to form and substance the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in all an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material respects with fact or omit to state any material fact necessary to make the applicable requirements statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies. (iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act of 1934, as amendedand applicable “blue sky” laws, and the any rules and regulations thereunder. The Company agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of the Company and its Subsidiaries, in each case, reasonably requested by Acquiror for inclusion in the Proxy Statement.

Proxy Statement. (a▇) As ▇▇ promptly as practicable after the execution of this Agreement, Audiovox the Buyer shall prepare and shall file the Proxy Statement with the SEC the proxy statement SEC. Emerson shall provide promptly to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to Buyer such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox ▇▇▇▇▇▇▇s, financial statements and affairs of each Asset Seller, each Company and each Company Subsidiary, as, in the reasonable judgment of Buyer or its counsel, may reasonably request be required or appropriate for inclusion in connection the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with such actions Buyer's counsel and auditors in the preparation of the Proxy Statement. As promptly as practicable after Without limiting the execution generality of this Agreementthe foregoing, Audiovox Emerson shall mail cause each Asset Seller's, each Company's and each Company ▇▇▇▇▇▇iary's management and their respective independent auditors to facilitate on a timely basis (i) the preparation and delivery to Buyer for inclusion in the Proxy Statement of financial statements (including pro forma financial statements if required) as required by the Buyer to its stockholderscomply with applicable rules and regulations of the SEC, (ii) the review of any Asset Seller, Company or Company Subsidiary audit or review work papers for up to the past three (3) complete fiscal years, including the examination of selected interim financial statements and data and (iii) the delivery of such consents and representations from Emerson's, any Asset Seller's, any Company's and any Company Subsidiarie▇' ▇▇▇▇▇▇ndent accountants as may be required by applicable laws or the rules or regulations promulgated thereunder. (b) Except as provided in Section 5.06(c), Audiovox covenants that none The Buyer shall respond to any comments of the Audiovox Board or any committee thereof SEC and shall withdraw or modify, or propose use its Reasonable Best Efforts to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable after such filing. The Buyer shall include, notify Emerson promptly upon the recommendation to receipt of any comments from the stockholders of Audiovox in favor of approval SEC or its st▇▇▇ ▇▇ any other government officials and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC or its staff or any other government officials for amendment of amendments or supplements to the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and shall supply Emerson with copies of all correspondence between the Buyer or any of it▇ ▇▇▇▇▇sentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. (dc) Audiovox represents that the information in The Buyer shall use its Reasonable Best Efforts to cause the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the all applicable requirements of the Securities Exchange Act of 1934, as amended, law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Buyer shall promptly inform Emerson of such occurrence and cooperate in filing such amendment or sup▇▇▇▇▇▇▇ with the SEC or its staff or any other government officials.

Proxy Statement. (a) a. As promptly as reasonably practicable after the execution date of this AgreementAgreement and, Audiovox shall in any event prior to the date which is 120 days after the date of this Agreement (or such later date as the Purchaser and the Investor Sellers may agree, in each case acting reasonably), the Purchaser shall, with the assistance of the Investor Sellers, prepare and file with the SEC the proxy statement to be sent to the stockholders of Audiovox a Proxy Statement in a preliminary form relating to the meeting Purchaser Meeting. The Purchaser shall use its reasonable best endeavours to ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Audiovox stockholders Securities Act and the Exchange Act and to promptly respond to any comments of the SEC or its staff. The Purchaser shall use its reasonable best endeavours to: (i) cause the Proxy Statement to be mailed to the Purchaser’s Shareholders as promptly as practicable after the earlier of: (A) in the event that the Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (B) in the event the Proxy Statement is reviewed by the SEC, the receipt of oral or written notification of completion of review by the SEC (the “Audiovox Stockholders’ MeetingProxy Effectiveness”); and (ii) ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Purchaser Organisational Documents. The Purchaser shall also take any other action reasonably required to be held to consider approval taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws, and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request rules and regulations thereunder in connection with such actions the issuance of Consideration Shares to the Sellers in connection with the Transaction (it being understood that the Consideration Shares when issued will constitute “restricted securities” under Rule 144 promulgated under the Securities Act). b. The Investor Sellers acknowledge that a substantial portion of the Proxy Statement will include disclosure regarding the Company and its subsidiary undertakings and their respective officers, directors and shareholders, and the Company’s business, management, operations and financial condition. Accordingly, the Investor Sellers shall cooperate on a reasonable basis with the Purchaser in the preparation of the Proxy Statement. As Statement and the Sellers shall, upon request in writing from the Purchaser, promptly procure that the Purchaser is provided with all information concerning the Company, its subsidiary undertakings and their respective directors, officers, shareholders, employees, assets, liabilities, condition, business and operations and such other matters as practicable after the execution of this Agreement, Audiovox shall mail may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of the Purchaser to its stockholdersany Governmental Entity or NASDAQ in connection with the Purchaser Shareholder Approval or issuance of the Consideration Shares, or any supplement or amendment thereto. c. The Purchaser shall promptly provide the Investor Sellers and the Sellers’ Solicitors with any comments or other communications, whether written or oral, that the Purchaser, or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments. Prior to the filing of the Proxy Statement with the SEC (bincluding in each case any amendment or supplement thereto) Except as provided in Section 5.06(cor the dissemination thereof to the Purchaser’s Shareholders, or responding to any comments of the SEC with respect to the Proxy Statement, the Purchaser shall provide the Investor Sellers and the Sellers’ Solicitors a reasonable opportunity to review and comment on such Proxy Statement or response (including the proposed final version thereof), Audiovox covenants that none of and the Audiovox Board Purchaser shall give reasonable and good faith consideration to any comments made by the Investor Sellers or the Sellers’ Solicitors. d. If at any committee thereof shall withdraw or modifytime prior to the Purchaser Meeting, or propose to withdraw or modify, in a manner adverse any information relating to the Purchaser, the approval Company, any other Group Company, or recommendation any of their respective directors, officers or shareholders, should be discovered by the Audiovox Board or any committee thereof of this Agreement, Purchaser or the transactions contemplated by this Agreement and Sellers that should be set forth in an amendment or supplement to the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of so that such documents would not include any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox , the Party which discovers such information shall promptly notify the Investor Sellers (if such Party is responsible for filing the Purchaser) or the Purchaser (if such Party is a Seller) and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC by the Purchaser and disseminated to the Purchaser’s Shareholders, in connection with this Agreement or each case as and to the transactions contemplated extent required by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderLaw.

Proxy Statement. (a) As promptly as practicable after the execution delivery of this Agreementthe PCAOB Audited Financial Statements by the Company to Pensare, Audiovox Pensare and shall prepare and file with the SEC the a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Audiovox Pensare relating to the meeting of the Audiovox Pensare’s stockholders (the “Audiovox Pensare Stockholders’ Meeting”) to be held to consider approval and adoption of the business combination provided for in this Agreement or any information statement by approving and adopting (i) this Agreement and the Transactions, (ii) the amendments to be sent the Pensare Certificate of Incorporation set forth in Exhibit A, (iii) the issuance of Pensare Common Stock as contemplated by this Agreement and pursuant to such stockholdersthe Private Placement (if any), (iv) the Equity Plan and (v) a proposal to adjourn the Pensare Stockholders’ Meeting, as appropriate necessary, to solicit additional proxies if there are not sufficient votes at the time of the Pensare Stockholders’ Meeting to approve the foregoing proposals, and (such proxy statement v) any other proposals the parties deem necessary to effectuate the Merger and the other Transactions or information statementas may be mutually agreed upon by Holdings and Pensare (collectively, as amended or supplemented, being referred to herein as the “Proxy StatementPensare Proposals”). The Seller Holdings and the Company shall furnish all information concerning the Seller Company as Audiovox Pensare may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after Pensare shall file the execution of this Agreement, Audiovox shall mail definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholdersstockholders of record, as of the record date to be established by the board of directors of Pensare, as promptly as practicable (but in no event later than five (5) Business Days) following the earlier to occur of: (Y) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (Z) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC. (b) Except as provided in Section 5.06(c), Audiovox Pensare covenants that none of the Audiovox Pensare Board or any committee thereof shall withdraw or modify, or propose publicly or by formal action of the Pensare Board to withdraw or modify, in a manner adverse to the PurchaserCompany, the Pensare Recommendation or the approval or recommendation by the Audiovox Pensare Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement Pensare Proposals and the Proxy Statement shall include, include the Pensare Recommendation and the recommendation of the Pensare Board to the stockholders of Audiovox Pensare in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”)Pensare Proposals. (c) Audiovox Prior to filing with the SEC, Pensare will make available to Holdings drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide Holdings with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Pensare shall not file any such documents with the SEC without the prior written consent of Holdings (such consent not to be unreasonably withheld, conditioned or delayed). Pensare will advise the Purchaser, Holdings promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) the issuance of any stop order by the SEC; (F) any request by the SEC for amendment of the Proxy Statement; (G) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto or thereto; and (H) requests by the SEC for additional information. Prior to responding to any requests or comments from the SEC, Pensare will make available to Holdings drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts. (d) Audiovox Pensare represents that the information supplied by Pensare for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of AudiovoxPensare, (ii) the time of the Audiovox Pensare Stockholders’ Meeting Meeting, and (iii) the ClosingEffective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Pensare or Merger Sub, or their respective officers or directors or otherwise supplied by Pensare for inclusion in the Proxy Statement, should be discovered by Pensare which should be set forth in an amendment or a supplement to the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Pensare shall promptly inform Holdings. All documents that Audiovox Pensare is responsible for filing with the SEC in connection with this Agreement the Merger or the other transactions contemplated by this Agreement, will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. Pensare shall make all necessary filings, if any, with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. (e) Holdings and the Company represent that the information supplied by Holdings and the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Pensare, (ii) the time of the Pensare Stockholders’ Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Holdings, the Company or any Company Subsidiary, or their respective officers or directors or otherwise supplied by Holdings or the Company for inclusion in the Proxy Statement, should be discovered by Holdings or the Company which should be set forth in an amendment or a supplement to the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Holdings and the Company shall promptly inform Pensare. All documents that Holdings or the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Proxy Statement. (a) As ▇▇▇▇▇▇ shall as promptly as practicable after the execution of this Agreementis reasonably practicable, Audiovox shall but no later than May 31, 2004, prepare and file with the SEC the a preliminary proxy statement and related soliciting materials under the Securities Exchange Act of 1934, as amended, such that the holders of ▇▇▇▇▇▇'▇ Voting Securities may consider and vote upon the adoption of a resolution approving the Transactions Requiring Shareholder Approval in accordance with the New York Business Corporation Law at the Shareholder Meeting (the "Proxy Statement"); provided, however, prior to be sent filing or mailing of the definitive Proxy Statement, any supplement or amendment thereto, and any correspondence with the SEC, ▇▇▇▇▇▇ shall use its best efforts to respond to the stockholders of Audiovox relating to the meeting comments of the Audiovox stockholders SEC thereon and shall promptly make any further filings (the “Audiovox Stockholders’ Meeting”including amendments and supplements) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of therewith that may be necessary. ▇▇▇▇▇▇ shall cause the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement related materials and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after all other documents it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with or other regulatory authorities under this Agreement or the transactions contemplated by this Agreement will Section 2.10 to comply as to form and substance in all material respects with the applicable requirements of law, including without limitation the Securities Exchange Act Act. ▇▇▇▇▇▇ shall permit the Purchaser to review and comment on any documents and filings with the SEC, including without limitation, the Proxy Statement and any related soliciting material provided to holders of 1934▇▇▇▇▇▇'▇ Voting Securities in connection with the Transactions Requiring Shareholder Approval, as amendedto the extent such documents and filings contain any references to the Purchaser, its Affiliates and/or the transactions contemplated by this Agreement or any Related Agreement. (b) ▇▇▇▇▇▇ shall notify the Purchaser promptly upon receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant to this Section 2.10 and of any request by the SEC or its staff or any other government officials for amendments, revisions or supplements to the Proxy Statement of other SEC filings, or for additional information made pursuant hereto. ▇▇▇▇▇▇ shall supply the Purchaser with copies of all correspondence between the SEC, its staff or any other government officials, on the one hand, and ▇▇▇▇▇▇ or any of its representatives, on the rules other hand, with respect to ▇▇▇▇▇▇'▇ Proxy Statement, the transactions contemplated by this Agreement and regulations thereunderthe Related Agreements or any other filing with the SEC related to the transactions contemplated by this Agreement and the Related Agreements. (c) The Proxy Statement and any related soliciting material provided to the holders of ▇▇▇▇▇▇'▇ Voting Securities in connection with the Transactions Requiring Stockholder Approval shall not contain any untrue statement of material fact or omit a fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Proxy Statement. (ai) As promptly as practicable after the execution of this Agreement, Audiovox (x) Acquiror and the Company shall prepare prepare, and Acquiror shall file with the SEC the SEC, a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders on Schedule 14A (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplementedsupplemented from time to time, being referred to herein as the “Proxy Statement”), to be sent to the Acquiror Stockholders for the meeting of the stockholders of Acquiror (including any adjournment or postponement thereof, the “Acquiror Stockholder Meeting”) to (y) provide the Public Stockholders (as defined below) the opportunity to have their Acquiror Class A Common Stock shares redeemed in the Acquiror Share Redemption and (z) approve and adopt: (1) this Agreement, the Merger and the other Transactions, (2) the issuance of Acquiror Class A Common Stock (A) in the Merger as contemplated by this Agreement and (B) in accordance with the Forward Purchase Contract, (3) the New Acquiror Charter, (4) the directors of Acquiror as determined by the Company pursuant to Section 2.2(a), (5) any other proposals that Acquiror deems necessary to effectuate the Merger or any of the other Transactions (collectively, the “Transaction Proposals”), and (6) any adjournment of the Acquiror Stockholder Meeting, if necessary or desirable in the reasonable discretion of Acquiror, including in the event Acquiror does not receive the requisite vote to approve the matters set forth in (1)-(5) above. The Seller Company shall furnish all information concerning the Seller Company as Audiovox Acquiror may reasonably request in connection with such actions and the preparation of the Proxy Statement. Acquiror and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement when filed with the SEC, to comply in all material respects with all Laws applicable thereto including all rules and regulations promulgated by the SEC, and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. Prior to the filing date of the definitive Proxy Statement, Acquiror shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Class A Common Stock, in each case to be issued or issuable to Parent pursuant to this Agreement. As promptly as practicable after finalization of the execution of this Agreementdefinitive Proxy Statement, Audiovox Acquiror shall mail (or cause to be mailed) the Proxy Statement to the Acquiror Stockholders. Each of Acquiror and the Company shall furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equity holders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, any current report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or their respective Affiliates to any regulatory authority (including Nasdaq or NYSE, as applicable) in connection with the Transactions. Acquiror shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Acquiror Governing Documents, and this Agreement in the distribution of the Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Acquiror Stockholder Meeting and the Acquiror Share Redemption. Acquiror shall provide the Company and its legal counsel with a reasonable opportunity to review and comment upon drafts of the Proxy Statement, and shall give reasonable consideration to any comments made by the Company and its legal counsel prior to the filing of the Proxy Statement with the SEC. For the avoidance of doubt, the final form and content of the Proxy Statement (including any amendment or supplement thereto) shall be determined by Acquiror, acting reasonably. (bii) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modifyAny filing of, or propose amendment or supplement to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeor any filing with the SEC by Exela relating to any of the Transactions or referencing Acquiror or Merger Sub or any of their respective Affiliates will be provided by Acquiror or the Company, as the recommendation case may be, to the stockholders respective other party for review, and each of Audiovox in favor Acquiror and the Company shall give due consideration to any comments of approval such other party. Acquiror and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox Company each will advise the Purchaserother, promptly after it receives they receive notice thereof, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Class A Common Stock to be issued or issuable to Parent in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and responses thereto. Each of Acquiror and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy Statement and any amendments filed in response thereto. (diii) Audiovox represents that Acquiror and the information Company shall each be responsible for 50% of all filing fees incurred in connection with the filing of the Proxy Statement and receiving stock exchange approval for listing the Acquiror Class A Common Stock shares in connection therewith (but Acquiror shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC all other expenses incurred by it in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderforegoing).

Proxy Statement. (a) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox the Predecessor shall prepare prepare, with the assistance of the Company, and file cause to be filed with the SEC the proxy statement to be sent to the stockholders Proxy Statement of Audiovox relating to the meeting of the Audiovox stockholders Predecessor (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller Proxy Statement shall be used for the purpose of soliciting proxies from Predecessor’s shareholders for the matters to be acted upon at the Predecessor Special Meeting and providing the public shareholders of Predecessor an opportunity in accordance with Predecessor’s organizational documents and the final IPO prospectus of Predecessor, dated January 10, 2022 (the “IPO Prospectus”) to have their Predecessor Shares redeemed in conjunction with the shareholder vote on the Purchaser Parties Shareholder Approval Matters as defined below. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Predecessor shareholders to vote, at a special meeting of Predecessor’s shareholders to be called and held for such purpose (the “Predecessor Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Additional Agreements and the Transactions contemplated hereby and thereby, including the Contribution and Exchange, by the holders of Predecessor Shares in accordance with Predecessor’s Organizational Documents, the Merger Sub’s Organizational Documents, the DGCL, the Australian Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) the Liquidation, (iii) adoption of the Organizational Documents of the Purchaser substantially in the form to be attached hereto as Exhibit F by an amendment following the Signing Date, (iv) election of the directors of Purchaser as set forth in Section 3.3 of this Agreement, (v) adoption of the Equity Incentive Plan; and (vi) such other matters as the Company and the Purchaser Parties shall hereafter mutually determine to be necessary or appropriate in order to effect the Contribution and Exchange and the other Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Parties Shareholder Approval Matters”), In connection with the Proxy Statement, Purchaser Parties and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation requirements set forth in Predecessor’s organizational documents, the DGCL, the Australian Companies Act and the rules and regulations of the SEC and Nasdaq. The Purchaser Parties shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser Parties with such information concerning the Company and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading (subject to the qualifications and limitations set forth in the materials provided by the Company). If required by applicable SEC rules or regulations, such financial information provided by the Company must be reviewed or audited by the Company’s auditors. The Purchaser Parties shall provide such information concerning the Purchaser Parties and their respective equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Purchaser Parties shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. (b) Each of Purchaser Parties and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to clear any SEC comments on the Proxy Statement as promptly as practicable after such filing. Each of the Purchaser Parties and the Company shall furnish all information concerning the Seller it as Audiovox may reasonably request be requested by the other Party in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable Promptly after all comments on the execution of this AgreementProxy Statement are cleared with the SEC, Audiovox shall mail the Purchaser Parties will cause the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none be mailed to shareholders of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”)Predecessor. (c) Audiovox Each of the Purchaser Parties and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy Statement. Notwithstanding such cooperation however, the Purchaser Parties will advise be permitted, upon providing notice to the PurchaserCompany, promptly after it receives notice thereofto make such filings or responses to the SEC that, based on the advice of any request outside counsel to the Purchaser Parties, is required by the SEC for amendment of and United States securities Laws to be included therein. If the Purchaser Parties or the Company becomes aware that any information contained in the Proxy Statement shall have become false or comments thereon misleading in any material respect or that the Proxy Statement is required to be amended or supplemented in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and responses thereto (ii) the Purchaser Parties, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or requests by delayed) an amendment or supplement to the Proxy Statement. The Purchaser Parties and the Company shall use reasonable best efforts to cause the Proxy Statement as so amended or supplemented, to be filed with the SEC for additional informationand to be disseminated to the holders of Predecessor Shares, as applicable, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Predecessor Organizational Documents and the Company Organizational Documents. Each of the Company and the Purchaser Parties shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that it receives from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. (d) Audiovox represents that Each Party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, the Purchaser Parties, and their respective representatives in connection with the drafting of the public filings with respect to the Transactions, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser Parties shall not, at (i) the time cause the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to be disseminated to Predecessor’s shareholders, in each case as and to the stockholders extent required by applicable Laws and subject to the terms and conditions of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderPredecessor’s Organizational Documents.

Proxy Statement. (a) As promptly as practicable after the execution of this AgreementSeller shall use its best efforts to prepare, Audiovox shall prepare and file with the SEC within five (5) Business Days after the proxy statement to be sent to Agreement Date (and shall in any event file within ten (10) Business Days after the stockholders of Audiovox Agreement Date), the preliminary Proxy Statement relating to the meeting of Seller Stockholders Meeting. Seller shall not include in the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) Proxy Statement any matters to be held submitted to consider a vote other than (i) approval and adoption of this Agreement or and the Transaction, (ii) the amendment of Seller’s certificate of incorporation to change its name to give effect to the Name Change and (iii) election of a director, and, in case of clause (i) and clause (ii), any information statement related adjournment proposal. Prior to be sent to such stockholdersfiling the preliminary Proxy Statement and definitive Proxy Statement with the SEC, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection provide Purchaser and Purchaser’s counsel with such actions reasonable opportunity to review and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail comment on the Proxy Statement to its stockholdersin advance. (b) Except as provided in Section 5.06(c)(i) Seller and its Affiliates, Audiovox covenants that none of on the Audiovox Board or any committee thereof one hand, and Purchaser and its Affiliates, on the other hand, shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to not file with the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and SEC the Proxy Statement or any amendment or supplement thereto, and (ii) Seller and its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other hand, shall include, not correspond or otherwise communicate with the recommendation SEC or its staff with respect to the stockholders of Audiovox Proxy Statement in favor of approval any such case referenced in the preceding clause (i) or (ii) without providing the other, to the extent practicable, a reasonable opportunity to review and adoption of this Agreement and approval of comment thereon or participate therein, as the transactions contemplated by this Agreement (the “Audiovox Recommendation”)case may be. (c) Audiovox will Seller, on the one hand, and Purchaser, on the other hand, shall advise the Purchaserother, promptly after it receives notice thereof, of any receipt of a request by the SEC or its staff for an amendment of or revisions to the Proxy Statement Statement, any receipt of comments from the SEC or comments thereon and responses thereto its staff on the Proxy Statement, or requests any receipt of a request by the SEC or its staff for additional informationinformation in connection therewith. (d) Audiovox represents that Unless Seller’s Board of Directors or any authorized committee thereof shall have effected a Seller Board Recommendation Change in accordance with the information terms of Section 6.2(d), Seller shall include a statement in the Proxy Statement to the effect that Seller’s Board of Directors recommends that Seller’s stockholders vote to adopt this Agreement at the Seller Stockholders Meeting (such recommendation being referred to as the “Seller Board Recommendation”). (e) Subject to applicable Legal Requirements, Seller shall not, at (i) establish a record date for the time Seller Stockholders Meeting and (ii) use all reasonable efforts to cause the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order disseminated to make its stockholders as promptly as practicable following the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing thereof with the SEC and, in connection with this Agreement or the transactions contemplated event that the Proxy Statement is reviewed by this Agreement will comply as to form and substance the SEC, confirmation from the SEC that it has no additional comments on the Proxy Statement, and, in all material respects with the applicable requirements of event the Securities Exchange Act of 1934Proxy Statement is not so reviewed, as amended, and ten (10) days have elapsed after the rules and regulations thereunderfiling thereof.

Proxy Statement. (a) As promptly soon as reasonably practicable (but no later than three (3) Business Days) after the execution of this Agreementdate hereof, Audiovox the Purchaser and the Company shall prepare and the Purchaser shall file with the SEC the a preliminary proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholdersas amended, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) with the SEC for purposes of (a) approval of the Business Combination and the other transactions contemplated hereby, (b) approval of the amendment of the Amended and Restated Certificate of Incorporation of the Purchaser in the form set forth in Exhibit D attached hereto (the “Purchaser Charter Amendment”), (c) approval of the issuance of more than 20% of the issued and outstanding shares of Purchaser Common Stock pursuant to this Agreement, pursuant to Nasdaq requirements, (d) approval of the 2019 HSAC Equity Incentive Plan and (e) approval of any adjournment of the Purchaser Stockholder Meeting in the event the Purchaser does not receive the requisite vote to approve the matter set forth in clause (a) above (the approvals described in foregoing clauses (a) through (e), collectively, the “Purchaser Stockholder Matters”). The Seller Proxy Statement and any other SEC filings shall furnish all information concerning be in a form mutually agreed by the Seller as Audiovox may reasonably request in connection with such actions Purchaser, the Company and the preparation of the Proxy StatementStockholders’ Representative. As promptly as reasonably practicable after (but in any event within five (5) Business Days) following the execution later of this Agreement, Audiovox shall mail (i) receipt and resolution of SEC comments with respect to the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time expiration of the Audiovox Stockholders’ Meeting 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Purchaser and (iii) the Closing, contain any untrue statement of a material fact or fail Company shall cooperate to state any material fact required file the definitive Proxy Statement and cause the definitive Proxy Statement to be stated therein or necessary in order mailed to make the statements therein, in light of the circumstances under which they were made, not misleadingPurchaser’s stockholders. All The Purchaser will cause all documents that Audiovox it is responsible for filing with the SEC or other regulatory authorities in connection with the Share Exchange to (A) comply as to form with all applicable SEC requirements and (B) otherwise comply in all material respects with all applicable Law. (b) The Purchaser will notify the Company promptly of the receipt of any comments (written or oral) from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other official of any Authority for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and will supply the Company with copies of all correspondence between the Purchaser or any of its Representatives, on the one hand, and the SEC, or its staff or any other official of any Authority, on the other hand, with respect to the Proxy Statement or such other filing. The Purchaser shall permit the Company and its outside counsel to participate in all material discussions and meetings with the SEC and its staff relating to the Proxy Statement, this Agreement or the transactions contemplated thereby. The Purchaser shall (i) consult with the Company prior to responding to any comments or inquiries by the SEC or any other Authority with respect to any filings related to the Share Exchange, (ii) provide the Company and its Representatives with reasonable opportunity to review and comment on any such written response in advance and consider in good faith the incorporation of any changes reasonably proposed by the Company and (iii) promptly inform the Company whenever any event occurs that requires the filing of an amendment or supplement to the Proxy Statement or any other filing, and the Purchaser shall provide the Company and its Representatives with a reasonable opportunity to review and comment on any such amendment or supplement in advance and consider in good faith the incorporation of any changes reasonably proposed by the Company and its Representatives, and shall cooperate in filing with the SEC or its staff or any other official of any Authority, and/or mailing to the Purchaser’s stockholders, such amendment or supplement. The Company shall promptly inform the Purchaser whenever the Company discovers any event relating to Purchaser or any of its Affiliates, officers or directors that is required to be set forth in an amendment or supplement to the Proxy Statement. (c) In connection with any filing the Purchaser makes with the SEC that requires information about the transactions contemplated by this Agreement to be included, the Company will, and will comply as use reasonable best efforts to form and substance cause its Representatives, in all material respects connection with the applicable requirements of disclosure included in any such filing or the Securities Exchange Act of 1934responses provided to the SEC in connection with the SEC’s comments to a filing, as amendedto use reasonable best efforts to (i) cooperate with the Purchaser, (ii) respond to questions about the Company required in any filing or requested by the SEC in a timely fashion, and (iii) promptly provide any information requested by the rules and regulations thereunderPurchaser or the Purchaser’s Representatives in connection with any filing with the SEC.

Proxy Statement. The information supplied by Buyer and Merger Sub for inclusion in (a) As promptly as practicable after the execution of this Agreement, Audiovox shall prepare and file Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Buyer in connection with the Merger for the purpose of registering the shares of Buyer Common Stock to be issued in connection with the Merger and the resale thereof by persons who may be deemed to be underwriters under Rule 145 of the Securities Act (the "Registration Statement") or (b) the proxy statement to be sent distributed in connection with Lexington's meeting of stockholders to vote upon this Agreement and the stockholders transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement/Prospectus") will, in the case of Audiovox relating to the Proxy Statement, as of the date of the Proxy Statement and as of the date of the meeting of the Audiovox Lexington's stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholdersand the Merger, as appropriate (such proxy statement or information statementor, in the case of the Registration Statement, as amended or supplemented, being referred to herein as at the “Proxy Statement”). The Seller shall furnish all information concerning time it becomes effective and at the Seller as Audiovox may reasonably request in connection with time of such actions and the preparation meeting of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the PurchaserLexington, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, not contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will The Proxy Statement/Prospectus will, as of its effective date, comply as to form and substance in all material respects with all applicable laws, including the applicable requirements provisions of the Securities Act and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, except that no representation is made by Buyer or Merger Sub with respect to information supplied by Lexington for inclusion therein. Buyer is qualified to use Form S-3 under the Securities Act.

Proxy Statement. (ai) As promptly as practicable after the execution of this Agreementdate hereof, Audiovox the Company shall prepare and file with the SEC the Commission a proxy statement to be sent to the stockholders of Audiovox relating to the meeting issuance of Warrant in respect of any Warrant Shares in excess of 50,595,531 shares of Common Stock (for the avoidance of doubt, without giving effect to any “cashless” or “net” exercise provisions therein and with giving effect to any adjustments set forth in Section 11 of the Audiovox stockholders Warrant) for the purpose of complying with Nasdaq Listing Rule 5635(b) (the “Audiovox Stockholders’ Meeting”) to be held to consider approval Company Stockholder Matters” and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement together with any amendments thereof or information statementsupplements thereto, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller Company shall furnish all information concerning consult with Amazon prior to filing any Proxy Statement, or responding to any comments from the Seller as Audiovox may reasonably request in connection Commission or its staff with respect thereto (to the extent any comments from the Commission relate to the subject matter hereof), and provide Amazon with no less than two full Business Days to comment thereon, and which revisions the Company shall make absent a reasonable basis for objection (and shall provide Amazon prompt notice of any such actions objection, the basis therefor and a reasonable opportunity to consider and discuss such objection with the preparation Company). The Company shall notify Amazon within one Business Day of the Proxy Statement. As promptly as practicable after receipt of any comments from the execution of this Agreement, Audiovox shall mail Commission or its staff with respect to the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC Commission or its staff for amendment amendments or supplements to such Proxy Statement or for additional information and shall supply Amazon with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to such Proxy Statement. The Company shall (A) cause the Proxy Statement or to comply with the applicable rules and regulations promulgated by the Commission and (B) respond promptly to any comments thereon and responses thereto or requests by of the SEC for additional informationCommission or its staff relating to the Proxy Statement. (dii) Audiovox represents The Company covenants and agrees that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement theretoand the letter to stockholders, notice of meeting and form of proxy included therewith) is first mailed will (A) comply as to form in all material respects with the stockholders requirements of AudiovoxApplicable Law, (ii) the time of the Audiovox Stockholders’ Meeting and (iiiB) the Closing, not contain any untrue statement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All documents . (iii) The Company will file the definitive Proxy Statement within 1 Business Day after either (A) the Commission has indicated that Audiovox is responsible for filing it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (B) at least ten calendar days shall have passed since the Proxy Statement was filed with the SEC Commission without receiving any correspondence from the Commission commenting upon, or indicating that it intends to review, the Proxy Statement, all in connection compliance with this Agreement or Applicable Law. The Company shall commence mailing of the transactions contemplated by this Agreement will comply as Proxy Statement to form and substance in all material respects the Company’s stockholders within 2 Business Days after the definitive Proxy Statement has been filed with the applicable requirements Commission. If the Company becomes aware of any event or information that, pursuant to Applicable Laws, should be disclosed in an amendment or supplement to the Securities Exchange Act of 1934Proxy Statement, as amendedthe case may be, and then the rules and regulations thereunderCompany shall promptly as reasonably practicable file such amendment or supplement with the Commission and, if appropriate, mail such amendment or supplement to the Company Stockholders.

Proxy Statement. (ai) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox shall Parent shall, in accordance with this Section 7.1(a), prepare and file with the SEC the SEC, in preliminary form, a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Audiovox Parent relating to the meeting Special Meeting, for the purpose of, among other things: (A) providing Parent’s stockholders with the opportunity to redeem shares of the Audiovox stockholders Parent Class A Stock (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy StatementParent Stockholder Redemption”). The Seller shall furnish all information concerning ; and (B) soliciting proxies from holders of Parent Class A Stock to vote at the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox Special Meeting in favor of approval and of: (1) the adoption of this Agreement and approval of the transactions contemplated by this Agreement Transactions; (2) the issuance of shares of Parent Class A Stock in connection with Section 2.6; (3) the amendment and restatement of the Parent Organizational Documents in the form of the Parent A&R Charter attached hereto as Exhibit A; and (4) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Audiovox RecommendationParent Stockholder Matters”). Without the prior written consent of the Stockholder Representative and the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent’s stockholders at the Special Meeting. The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. Parent shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Parent, as promptly as practicable (but in no event later than five Business Days except as otherwise required by Applicable Legal Requirements) following the earlier to occur of: (Y) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (Z) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). (cii) Audiovox Prior to filing with the SEC, Parent will make available to the Company drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent will advise the Purchaser, Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) the issuance of any stop order by the SEC; (F) any request by the SEC for amendment of the Proxy Statement; (G) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto or thereto; and (H) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts. (diii) Audiovox represents If, at any time prior to the Special Meeting, there shall be discovered any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly file an amendment or supplement to the Proxy Statement containing such information. All documents If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that Audiovox is responsible for filing with should be set forth in an amendment or a supplement to the SEC Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements light of the circumstances under which they were made, not misleading, then Company shall promptly inform Parent of such information, event or circumstance. (iv) Parent shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act of 1934, as amendedand applicable “blue sky” laws, and the any rules and regulations thereunder. The Company agrees to promptly provide Parent with all information concerning the business, management, operations and financial condition of the Company and the Company Subsidiaries, in each case, reasonably requested by Parent for inclusion in the Proxy Statement. The Company shall cause the officers and employees of the Company and the Company Subsidiaries to be reasonably available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC.

Proxy Statement. (a) As promptly as practicable after The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement and the execution of this Agreement, Audiovox shall prepare and file with the SEC the proxy statement to be sent other Transaction Documents to the stockholders extent that after giving effect thereto, the aggregate number of Audiovox relating shares of Common Stock that would be issued pursuant to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to and such stockholdersTransaction Documents would exceed the Exchange Cap, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as unless and until the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation Company obtains Stockholder Approval of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to such Transaction Documents and the stockholders of Audiovox the Company as well as, subsequently, the Principal Market have in favor of approval and adoption of this Agreement and approval of fact approved the transactions contemplated by this Agreement and such Transaction Documents in accordance with the applicable rules and regulations of the applicable Principal Market, and the Certificate of Incorporation and bylaws of the Company. The Company shall use commercially reasonable efforts to file a preliminary proxy statement on Schedule 14A (the “Audiovox RecommendationPRE 14A”). ) with the Securities and Exchange Commission (cthe “Commission”) Audiovox will advise within fifteen (15) days following the Purchaser, promptly after it receives notice thereof, Effective Date for a special meeting of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement its stockholders (or any amendment thereof or supplement theretoits annual meeting of its stockholders) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light obtain all necessary approvals of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form sale and substance in all material respects with the applicable requirements issuance of the Securities remaining Conversion Shares not subject to the Exchange Act of 1934, as amended, and Cap consistent with the rules and regulations thereunderof the Principal Market, including but not limited to Section 713(a) of the NYSE American LLC Company Guide. In addition, the PRE 14A shall include the unanimous recommendation of the Board of Directors that such proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal including, if requested by the Investor, the retention and utilization of a nationally known proxy solicitation firm. The Company shall use its reasonable best efforts to: (i) promptly clear any comments received by the Commission on the PRE 14A and thereafter file a definitive proxy statement on Schedule 14A related to the meeting of its stockholders, and (ii) obtain such Stockholder Approval. If the Company does not obtain Stockholder Approval at the first such meeting, and in any event within 90 days of the Effective Date, the Company shall call a meeting every three (3) months thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the Note is no longer outstanding.

Proxy Statement. (a) As promptly as practicable after following the execution date of this Agreement, Audiovox but in no event later than 45 days after the date hereof, AmerUs shall prepare and file with the SEC proxy materials which shall constitute the proxy statement to be sent to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) matters to be held submitted to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate the AmerUs shareholders at the AmerUs Shareholders Meeting (such proxy statement or information statement, as amended and any amendments or supplementedsupplements thereto, being referred to herein as the “Proxy Statement”). The Seller , and AmerUs shall furnish all information concerning the Seller use its reasonable best efforts to respond as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after to any comments of the execution of this Agreement, Audiovox shall mail SEC with respect thereto and to cause the Proxy Statement to its stockholdersbe mailed to the AmerUs shareholders as promptly as practicable following the date of this Agreement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, AmerUs shall promptly inform Aviva of such occurrence and shall file with the SEC and/or mail to the shareholders of AmerUs such amendment or supplement. (b) Except AmerUs shall promptly take all actions in accordance with applicable Law, its Amended and Restated Articles of Incorporation, its Amended and Restated Bylaws and the rules of the NYSE to call, give notice of, convene and hold a meeting of its shareholders, such meeting to take place as provided in Section 5.06(cpromptly as practicable following the date hereof (the “AmerUs Shareholders Meeting”), Audiovox covenants that none for the purpose of obtaining the Audiovox Board or any committee thereof shall withdraw or modify, or propose Required AmerUs Vote with respect to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement. Subject to applicable Law, AmerUs shall promptly send the Notice of AmerUs Shareholders Meeting to all holders of the Series A Preferred Stock as required by Section 490.1104 of the IBCA. Subject to applicable Law, the Board of Directors of AmerUs shall use its reasonable best efforts to solicit the approval of the AmerUs shareholders of the Required AmerUs Vote. In furtherance of and subject to the foregoing, the Board of Directors of AmerUs shall recommend to the AmerUs shareholders that they vote to approve this Agreement and the Proxy Statement plan of merger contained herein; provided, however, that AmerUs shall include, not be obligated to make the foregoing recommendation to the stockholders extent that the Board of Audiovox Directors of AmerUs reasonably determines in favor of approval and adoption of good faith (after consultation with outside legal counsel) that such failure to so recommend is required in order to comply with its fiduciary duties under applicable Law; as provided, further, that notwithstanding anything to the contrary in this Agreement, AmerUs shall be obligated to submit this Agreement and to its shareholders for a vote on the approval to the extent consistent with Section 490.1104 of the transactions contemplated by IBCA, and nothing contained herein shall be deemed to relieve AmerUs of such obligation unless this Agreement (has been terminated in accordance with its terms prior to the “Audiovox Recommendation”)AmerUs Shareholders Meeting. (c) Audiovox will advise AmerUs after consultation with Aviva, may adjourn or postpone the Purchaser, promptly after it receives notice thereof, of AmerUs Shareholders Meeting (i) to the extent necessary to ensure that any request by the SEC for required supplement or amendment of to the Proxy Statement is provided to AmerUs’ shareholders, (ii) if as of the time for which the AmerUs Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock represented (in person or comments thereon and responses thereto by proxy) to constitute a quorum necessary to conduct the business of the AmerUs Shareholders Meeting or requests (iii) for the purpose of soliciting additional proxies if proxies granted by the SEC for additional informationtime of the AmerUs Shareholders Meeting are insufficient to provide the Required AmerUs Vote; provided, however, that AmerUs will reconvene or reschedule the AmerUs Shareholders Meeting as soon as practicable after such adjournment or postponement. (d) Audiovox represents that Nothing contained herein shall prohibit or impede AmerUs from taking and disclosing to its shareholders a position as required by Rule 14d-9, Rule 14e-2 or Item 1012(a) of Regulation M-A promulgated under the information Exchange Act or from making any other required disclosure to its shareholders if, in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time good faith judgment of the Audiovox Stockholders’ Meeting and (iii) the ClosingBoard of Directors of AmerUs, contain any untrue statement of a material fact or fail after consultation with outside legal counsel, failure so to state any material fact required to disclose would be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing inconsistent with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderLaw.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreementdate on which the Required Information has been made available to the Purchaser and its Representatives, Audiovox the Purchaser shall prepare and file with the SEC the a proxy statement to be sent to the stockholders of Audiovox relating to the meeting of Offer and the Audiovox stockholders Transactions (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplementedsupplemented from time to time, being referred to herein as the “Proxy Statement”). The Seller shall furnish ) and provide all information concerning of its stockholders with the Seller opportunity to redeem, in the aggregate, up to 25,665,000 of their Public Shares, to be redeemed in conjunction with a stockholder vote on the Transactions, all in accordance with and as Audiovox may reasonably request in connection with such actions required by the applicable governing documents of the Purchaser (including the Prospectus and the preparation Amended and Restated Certificate of Incorporation and the Purchaser’s bylaws) (the “Purchaser Governing Documents”), applicable Law, and any applicable rules and regulations of the Proxy Statement. As promptly as practicable after SEC and the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholdersNYSE. (b) Except as provided The Purchaser shall not terminate or withdraw the Offer other than in Section 5.06(c), Audiovox covenants that none of connection with the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption valid termination of this Agreement and approval in accordance with Article VII. The Purchaser shall extend the Offer for any period required by any rule, Law, regulation, interpretation or position of the transactions contemplated by SEC, the NYSE or the respective staff thereof that is applicable to the Offer. Nothing in this Section 5.08(b) shall (i) impose any obligation on the Purchaser to extend the Offer beyond the Termination Date (as the same may be extended in accordance with Section 7.03(b)), or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of the Purchaser to terminate this Agreement (the “Audiovox Recommendation”)in accordance with Article VII. (c) Audiovox will advise Without limitation, in the Proxy Statement, the Purchaser shall (i) seek (A) approval of this Agreement by the holders of shares of the Purchaser Common Stock in accordance with applicable Law and NYSE exchange rules and regulations, (B) approval of the Second Amended and Restated Certificate of Incorporation, (C) approval of the new omnibus equity incentive plan, the form of which is attached as Exhibit D hereto (the “Management Incentive Plan”), that, among other things, provides for a grant of outstanding the Purchaser Common Stock to employees of the Acquired Entities in the form of stock options, restricted stock units, restricted stock or other equity-based awards, (D) to appoint, and designate the classes of, the members of the board of directors of the Purchaser, in each case as set forth on Annex I hereto, subject to any changes to Annex I as provided therein, (E) to the extent necessary, approval of the issuance of the Purchaser Common Stock pursuant to the Investor Agreements by the holders of shares of the Purchaser Common Stock in accordance with applicable Law and exchange rules and regulations, and (F) to obtain any and all other approvals necessary or advisable to effect the consummation of the Transactions, and (ii) file with the SEC financial and other information about the Transactions in accordance with applicable proxy solicitation rules set forth in the Purchaser’s Amended and Restated Certificate of Incorporation, the Exchange Act or otherwise (such Proxy Statement and the documents included or referred to therein pursuant to which the Offer will be made, together with any supplements, amendments and/or exhibits thereto, the “Offer Documents”). Except with respect to the information provided by the Seller for inclusion in the Proxy Statement and other Offer Documents, the Purchaser shall ensure that, when filed, the Proxy Statement and other Offer Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Subject to the Purchaser’s receipt of the Required Information, the Purchaser shall cause the Offer Documents to be disseminated as promptly as practicable to the Purchaser’s equityholders after it receives notice thereof, of any request the Proxy Statement is cleared by the SEC for mailing as and to the extent such dissemination is required by United States federal securities laws and the rules and regulations of the SEC and the NYSE promulgated thereunder or otherwise (the “Federal Securities Laws”), and the Purchaser shall take all actions necessary in accordance with applicable Law and the Purchaser Governing Documents to duly call, give notice of, convene and hold (on a date selected by the Purchaser and reasonably acceptable to the Seller, which date shall in no event be later than 30 days following the date the Proxy Statement is cleared by the SEC for mailing to the Purchaser’s equityholders) the Special Meeting of the Purchaser’s stockholders solely for the purpose of obtaining the Purchaser Stockholder Approval and obtaining the approval of the Purchaser’s stockholders with respect to the other matters contemplated to be included in the Proxy Statement in accordance with the terms of this Agreement. The Purchaser may, without the prior consent of the Seller, make one or more successive postponements or adjournments of such Special Meeting (i) if required by applicable Law or a request from the SEC or its staff, (ii) to the extent necessary to ensure that any supplement or amendment of to the Proxy Statement or comments thereon the Offer Documents that the Purchaser board of directors, after consultation with its outside counsel, has determined in good faith, is required by applicable Law is provided to the Purchaser’s stockholders, or (iii) if, on a date for which such Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares of the Purchaser Common Stock to obtain the Purchaser Stockholder Approval, whether or not a quorum is present, provided that (A) the duration of any such adjournment or postponement shall be limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement, (B) no single such adjournment or postponement shall be for more than five Business Days except as may be required by Federal Securities Laws, and responses thereto (C) in the case of clause (iii), such Special Meeting shall not be postponed to later than the date that is ten Business Days after the date for which such Special Meeting was originally scheduled without the prior written consent of the Seller. All other postponements or requests by adjournments shall require the SEC for additional informationprior written consent of the Seller. The Purchaser shall ensure that such Special Meeting is called, noticed, convened, held and conducted, and that all Persons solicited in connection with such Special Meeting are solicited, in compliance with all applicable Laws. (d) Audiovox represents that The Seller shall promptly provide to the Purchaser the Required Information as and when available and such other information concerning the Seller, the Acquired Entities as is either required by Federal Securities Laws or reasonably requested by the Purchaser for inclusion in the Proxy Statement Statement. Subject to the Seller’s compliance with the immediately preceding sentence with respect to the information provided or to be provided by the Seller for inclusion in the Offer Documents, the Purchaser shall notcause the Offer Documents to comply in all material respects with the Federal Securities Laws. The Purchaser shall provide copies of the proposed forms of the Offer Documents (including any amendments or supplements thereto) to the Seller such that the Seller and the Acquired Entities and its and their respective Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, at (i) and the time Purchaser shall reasonably consider in good faith any comments of such Persons. The Purchaser and the Seller shall respond promptly to any comments of the SEC or its staff with respect to the Offer or the Offer Documents and promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. The Purchaser shall amend or supplement the Offer Documents and cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of the Purchaser Common Stock, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and the applicable Purchaser Governing Documents. The Purchaser shall provide the Seller, the Company and their respective Representatives with copies of any written comments, and shall inform them of any material oral comments, that the Purchaser or any of its Representatives receive from the SEC or its staff with respect to the Offer or the Offer Documents promptly after the receipt of such comments and shall give the Seller and the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall reasonably consider in good faith any comments of such Persons. The Purchaser shall use reasonable best efforts to cause the Proxy Statement to “clear” comments from the SEC and its staff and to permit the Seller, the Company and their respective Representatives to participate with the Purchaser or its Representatives in any discussions or meetings with the SEC and its staff. The Seller shall, and shall cause each of the Acquired Entities to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Purchaser and its Representatives in connection with the drafting of the public filings with respect to the Transactions (including the Offer Documents) and responding in a timely manner to comments from the SEC. (e) If at any time prior to the Effective Time, any information relating to the Purchaser, or the Acquired Entities, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by the Purchaser or the Seller, as applicable, that should be set forth in an amendment thereof or supplement thereto) is first mailed to the stockholders of AudiovoxProxy Statement, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain so that such documents would not include any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing , the party which discovers such information shall promptly notify each other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Purchaser. (f) Subject to the second sentence of this Section 5.08(f), but notwithstanding anything else to the contrary in connection with this Agreement or any Ancillary Agreement, the transactions contemplated by this Agreement will comply as Purchaser shall not make any public filing with respect to form and substance in all material respects with the applicable requirements Transactions (including the Offer Documents) without the prior written consent of the Securities Exchange Act of 1934Seller. The Purchaser may make any public filing with respect to the Transactions to the extent required by applicable Law, as amendedprovided, that the Seller shall, in any event, be consulted in order to determine the extent to which any such filing is required by applicable Law and to the extent such filing is jointly determined by the Seller and the rules and regulations thereunderPurchaser to be not so required, such filing shall not be made.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox shall prepare 14.6.1 Purchaser has prepared and file filed with the SEC the a proxy statement to be sent to (herein, together with any amendments thereof or supplements thereto, the stockholders of Audiovox "PROXY STATEMENT") relating to the meeting of the Audiovox Purchaser's stockholders (the “Audiovox Stockholders’ Meeting”herein "PURCHASER STOCKHOLDERS' MEETING") to be held to consider approval and adoption of the issuance of the Consideration Shares in accordance with this Agreement or any information statement (herein the "PURCHASER STOCK ISSUANCE"). Purchaser shall use all reasonable efforts to cause the Proxy Statement to be sent cleared by the SEC as promptly as practicable after such filing, and Purchaser shall use all best efforts to such stockholders, cause the Proxy Statement to be mailed to Purchaser's stockholders as appropriate (such proxy statement or information statement, promptly as amended or supplemented, being referred to herein as practicable after the “Proxy Statement”)Statement is cleared by the SEC. The Seller shall furnish all information concerning the Seller as Audiovox that Purchaser may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after , including, without limitation, the execution of this Agreement, Audiovox shall mail the Proxy Statement Business Financial Statements to its stockholdersbe prepared pursuant to Section 12.4 above. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the 14.6.2 The Proxy Statement shall include, include the recommendation of the Board of Directors of Purchaser to the stockholders of Audiovox Purchaser in favor favour of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (Purchaser Stock Issuance; provided, however, that the “Audiovox Recommendation”)Board of Directors of Purchaser may, at any time prior to the Purchaser Stockholders' Meeting, withdraw, modify or change any such recommendation to the extent that the Board of Directors of Purchaser determines in good faith after consultation with independent legal counsel that the failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Purchaser to breach its fiduciary duties to Purchaser's stockholders under applicable law. (c) Audiovox 14.6.3 Purchaser will advise the Purchaser, promptly after it receives notice thereof, Seller of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and will consult with Seller with respect to any amendment or supplement to the Proxy Statement. (d) Audiovox represents that the 14.6.4 The information supplied by Seller for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement is cleared by the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of AudiovoxPurchaser, and (iiiii) the time of the Audiovox Purchaser Stockholders’ Meeting and (iii) the Closing' Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Purchaser Stockholders' Meeting, any event or circumstance relating to Seller, or its officers or directors, should be discovered by Seller which should be set forth in an amendment or a supplement to the Proxy Statement, Seller shall promptly inform Purchaser. 14.6.5 The information supplied by Purchaser for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement is cleared by the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Purchaser, and (iii) the time of the Purchaser Stockholders' Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Purchaser Stockholders' Meeting, any event or circumstance relating to Purchaser, or its officers or directors, should be discovered by Purchaser which should be set forth in an amendment or a supplement to the Proxy Statement, Purchaser shall promptly inform Seller, and shall promptly arrange for all necessary actions to be taken to amend or supplement the Proxy Statement, and if required, distribute such amendment or supplement to the Purchaser's stockholders as soon as practicable. All documents that Audiovox Purchaser is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderAct.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Audiovox shall prepare and file with the SEC the proxy statement The Company agrees to be sent use its best efforts to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at cause (i) the time individuals designated in accordance with Section 2.03 as the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to JK Designee and the stockholders of Audiovox, DG Designee and (ii) the time individual designated as the Class C Director in accordance with the Charter to be included in management’s slate of nominees and as such, each such designee shall be included in the proxy statement prepared by management of the Audiovox Stockholders’ Meeting Company in respect of the applicable annual meeting or other applicable vote or action by written consent with respect to the election of Directors, whether or not the notice required by Section 2.03(d) (in respect of the JK Designee and the DG Designee) or by Section 2.02(c) (iiiin respect of the Class C Director designee) complies with Section 8 of Article II of the ClosingCompany’s By-laws. Class C Director. i)Commencing on the first date on which the holder of Class C Stock may elect the Class C Director under the Charter, contain each Vulcan Stockholder agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all Class C Stock then held of record by such Vulcan Stockholder solely in favor of ▇▇▇▇ ▇▇▇▇▇ as the Class C Director; provided, however, that if in ▇▇▇▇ ▇▇▇▇▇’▇ reasonable determination (i) he is not able to serve as the Class C Director or (ii) serving as the Class C Director would cause him any untrue statement economic detriment, then each Vulcan Stockholder agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all Class C Stock then held of record by such Vulcan Stockholder solely in favor of a material fact or fail replacement Class C Director and each subsequent Class C Director identified by the Vulcan Stockholders to state any material fact required the Company in writing. The Vulcan Stockholders agree to be stated therein or necessary consult with the then Chairman of the Company’s Board regarding the identity and credentials of the replacement Class C Director prior to the election of such individual as a Board member (it being understood that the Vulcan Stockholders shall have the sole and exclusive right to select the individual who will serve as the replacement Class C Director and each subsequent Class C Director). Each Class B Holder, each Vulcan Stockholder and the Company agree to take all reasonable actions (including, to the extent necessary, calling a special meeting of the Board and/or Company stockholders) in order to make ensure that the statements therein, in light composition of the circumstances under which they were made, not misleading. All documents that Audiovox Board is responsible for filing as set forth in Section 2.03(a) (including taking all reasonable actions to cause any replacement Class C Director designated by the Vulcan Stockholders in accordance with Section 2.02(a) and the SEC Charter to fill any vacancy in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements office of the Securities Exchange Act Class C Director as promptly as practicable). Unless ▇▇▇▇ ▇▇▇▇▇ will be the Class C Director designee, at least 60 days before each annual meeting of 1934, as amendedstockholders of the Company, and at least five days before any other stockholder vote or action by written consent with respect to the rules election of Directors, DWI II shall notify the Company and regulations thereundereach other party hereto in writing of the individual who will be the Class C Director designee.

Proxy Statement. (a) As promptly Buyer shall prepare, with the assistance of Company, and as practicable after soon as possible following the execution of this AgreementAgreement and receipt of the Required Financial Statements and the other information relating to the Company required to be included in the Proxy Statement (as defined herein), Audiovox shall prepare and file with the SEC the in preliminary form, a proxy statement to be sent to in connection with the stockholders of Audiovox relating to the meeting of the Audiovox stockholders Transactions (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholdersas amended, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”)) for the purpose of soliciting proxies from Buyer stockholders for the matters to be acted upon at the Special Meeting and providing the Public Stockholders an opportunity in accordance with the Buyer Organizational Documents and the IPO Prospectus to have their shares of Buyer Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Buyer Stockholder Approval Matters. The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Buyer stockholders to its stockholders. vote, at a special meeting of Buyer’s stockholders to be called and held for such purpose (b) Except as provided in Section 5.06(cthe “Special Meeting”), Audiovox covenants that none in favor of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, resolutions approving (i) the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall includeTransactions by Buyer’s stockholders in accordance with the Buyer Organizational Documents, the recommendation to DGCL and the stockholders of Audiovox in favor of approval rules and adoption of this Agreement and approval regulations of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of AudiovoxNYSE, (ii) the time approval of the Audiovox Stockholders’ Meeting and issuance of the Transaction Securities in accordance with the NYSE rules, (iii) the adoption and approval of a Second Amended and Restated Certificate of Incorporation of Buyer (the “Amended Buyer Charter”) in form and substance reasonably acceptable to Buyer and the Company, which among other things will (A) change Buyer’s name to Kaleyra, Inc., (B) eliminate Article IX of Buyer’s Certificate of Incorporation effective upon, and subject to the occurrence of, the Closing, contain any untrue statement and (C) designate the classes of a material fact or fail to state any material fact required the members of the Post-Closing Buyer Board, (iv) the adoption of the Post-Closing Equity Incentive Plan, and (v) such other matters as the Company and Buyer shall hereafter mutually determine to be stated therein necessary or necessary appropriate in order to make effect the statements thereinTransactions (the approvals described in foregoing clauses (i) through (v), in light collectively, the “Buyer Stockholder Approval Matters”), and (vi) the adjournment of the circumstances under which they were madeSpecial Meeting, not misleadingif necessary or desirable in the reasonable determination of Buyer. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will The Proxy Statement shall comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act Act, the DGCL and the NYSE rules. Prior to filing with the SEC, Buyer will make available to the Company drafts of 1934the Proxy Statement and any other related documents to be filed with the SEC, as amendedboth preliminary and final, and any amendment or supplement to the Table of Contents Proxy Statement or such other related document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Buyer shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). (b) If on the date for which the Special Meeting is scheduled, Buyer has not received proxies representing a sufficient number of shares to obtain the approval of the Buyer Stockholder Approval Matters by the requisite vote of Buyer’s stockholders at the Special Meeting in accordance with the Proxy Statement (the “Required Buyer Stockholder Approval”), whether or not a quorum is present, Buyer shall make two or more successive postponements or adjournments of the Special Meeting; provided, however, that the Special Meeting may not be postponed or adjourned to a date that is later than the Outside Date. In connection with the Proxy Statement, Buyer will file with the SEC financial and other information about the Transactions in accordance with Applicable Law and applicable proxy solicitation rules, the DGCL and the rules and regulations of the SEC and the NYSE. Buyer shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. Company shall provide Buyer with such information concerning the Company Group and the officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations of any member of the Company Group, (including financial statements which Buyer is required to include in the Proxy Statement, (the “Required Financial Statements”)) that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. (c) Buyer shall take any and all actions required to satisfy the requirements of the Exchange Act and other Applicable Laws in connection with the Proxy Statement, the Special Meeting and the Redemption. Each of Buyer and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Buyer and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by Applicable Laws. Buyer shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Buyer stockholders, in each case as and to the extent required by Applicable Laws and subject to the terms and conditions of this Agreement and the Buyer Organizational Documents. (d) Buyer, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use its commercially reasonable efforts to cause the Proxy Statement to “clear” comments from the SEC. Buyer shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Buyer or its Representatives receive from the SEC or its staff with respect to the Proxy Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (e) Buyer shall promptly cause the Proxy Statement to be distributed to Buyer’s stockholders of record, as of the record date to be established by the board of directors of Buyer, promptly following (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL and the Buyer Organizational Documents for a date no later than 30 days following such initial distribution. (f) Buyer shall comply with all Applicable Laws, any applicable rules and regulations of the NYSE, the Buyer Organizational Documents and this Agreement in the preparation, filing and distribution of the Proxy Table of Contents Statement, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the Redemption.

Proxy Statement. (ai) As promptly as practicable after following the execution and delivery of this Agreement, Audiovox shall Parent shall, in accordance with this Section 7.1(a), prepare and file with the SEC the SEC, in preliminary form, a proxy statement in connection with the Transactions (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of Audiovox Parent relating to the meeting Special Meeting, for the purpose of, among other things: (A) providing Parent’s stockholders with notice of the Audiovox stockholders opportunity to redeem shares of Parent Class A Stock (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy StatementParent Stockholder Redemption”). The Seller shall furnish all information concerning ; and (B) soliciting proxies from holders of Parent Class A Stock to vote at the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox Special Meeting in favor of approval and of: (1) the adoption of this Agreement and approval of the transactions contemplated by this Agreement Transactions; (2) the issuance of shares of Parent Class A Stock in connection with Section 2.6; (3) the amendment and restatement of the Parent Organizational Documents in the form of the Parent A&R Charter attached hereto as Exhibit A; and (4) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Audiovox RecommendationParent Stockholder Matters”). Without the prior written consent of the Seller and the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent’s stockholders at the Special Meeting. The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. Parent shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Parent, as promptly as practicable following the earlier to occur of: (Y) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (Z) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). (cii) Audiovox Prior to filing with the SEC, Parent will make available to the Company drafts of the Proxy Statement and any other documents to be filed with the SEC that relate to the Transactions, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent will advise the Purchaser, Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) the issuance of any stop order by the SEC; (F) any request by the SEC for amendment of the Proxy Statement; (G) any comments from the SEC relating to the Proxy Statement or comments thereon and responses thereto or thereto; and (H) requests by the SEC for additional informationinformation relating to the Proxy Statement. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts. (diii) Audiovox represents If, at any time prior to the Special Meeting, there shall be discovered any information that the information should be set forth in an amendment or supplement to the Proxy Statement shall not, at (i) the time so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement misstatement of a material fact or fail omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly file an amendment or supplement to the Proxy Statement containing such information. All documents If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that Audiovox is responsible for filing with should be set forth in an amendment or a supplement to the SEC Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Parent of such information, event or circumstance. (iv) Parent shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act of 1934, as amendedand applicable “blue sky” laws, and the any rules and regulations thereunder. The Company agrees to promptly provide Parent with all information concerning the business, management, operations and financial condition of the Company and the Company Subsidiaries, in each case, reasonably requested by Parent for inclusion in the Proxy Statement. The Company shall cause the officers and employees of the Company and the Company Subsidiaries to be reasonably available to Parent and its counsel, auditors and other advisors in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC.

Proxy Statement. (a) As promptly as practicable The Company shall provide each stockholder entitled to vote at the next meeting of stockholders of the Company, which shall be not later than 90 days after the execution Initial Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, which has been previously reviewed by the Buyers and a counsel of this Agreementtheir choice, Audiovox shall prepare and file with the SEC the proxy statement to be sent to the stockholders of Audiovox relating to the soliciting each such stockholder's affirmative vote at such annual stockholder meeting for approval of the Audiovox stockholders (Company's issuance of all of the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of Securities as described in this Agreement or any information statement to be sent to such stockholders, as appropriate in accordance with applicable law and the rules and regulations of the Principal Market (such proxy statement or information statement, as amended or supplemented, affirmative approval being referred to herein as the “"Stockholder Approval"), and the Company shall use its best efforts to solicit its stockholders' approval of such issuance of the Securities and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such proposal. Such proxy statement shall not seek approval of any matters other than the approval described in the preceding sentence and the election of directors. The Company shall file such proxy statement with the SEC as soon as possible but in no event later than 60 days after the Initial Closing Date (the "Proxy Statement”Statement Filing Due Date"). The Seller shall furnish all information concerning If the Seller as Audiovox may reasonably request in connection with such actions and Company fails to file the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail proxy statement referred to above by the Proxy Statement Filing Due Date or fails to hold a meeting of its stockholders. stockholders by the Stockholder Meeting Deadline, then, as partial relief (b) Except as provided which remedy shall not be exclusive of any other remedies available at law or in Section 5.06(cequity), Audiovox covenants that none the Company shall pay to each holder of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, Preferred Shares an amount in a manner adverse cash per Preferred Share equal to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof product of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, Purchase Price multiplied by (ii) the time of the Audiovox Stockholders’ Meeting and .015 multiplied by (iii) the Closing, contain any untrue quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and prior to the date that the proxy statement of a material fact or fail referred to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox above is responsible for filing filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to the date that a meeting of the Company's stockholders is held, divided by (y) 30. The Company shall make the payments referred to in connection with this Agreement the immediately preceding sentence within five days of the earlier of (I) the filing of the proxy statement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements holding of the Securities Exchange Act meeting of 1934the Company's stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each 30-day period beginning on the Proxy Statement Filing Due Date or the Stockholder Meeting Deadline, as amendedthe case may be. In the event the Company fails to make such payments in a timely manner, and such payments shall bear interest at the rules and regulations thereunderrate of 1.50% per month (pro rated for partial months) until paid in full.

Proxy Statement. (A) Effective from and after the Effective Time, the Company shall use its best efforts to file a preliminary proxy statement with the Securities and Exchange Commission with respect to its next annual meeting of stockholders that will, among other things, seek stockholder approval of the Amendments and include a recommendation of the Company’s Board of Directors (the “BOARD”) that the stockholders of the Company approve such Amendments (unless the Board determines in good faith, that its fiduciary duties require it to do otherwise). In order to be approved at a meeting of the stockholders of the Company: (I) the Amendment described in clause (i) of Section 2.2(B) shall require (a) the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Common Stock and Series D Preferred Stock, voting as a single class, calculated on an as converted to Common Stock basis and (b) the affirmative vote of the holders of a majority of the outstanding shares of the Series D Preferred Stock, voting separately as a series; and (II) the Amendment described in clause (ii) of Section 2.2(B) shall require (a) the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Common Stock and Series D Preferred Stock, voting as a single class, calculated on an as converted to Common Stock basis and (b) the affirmative vote of the holders of a majority of the outstanding shares of the Series E Preferred Stock, voting separately as a series. Notwithstanding anything to the contrary set forth in any prior voting agreement between the Company and the Pillar Entities, each Pillar Entity acknowledges that any amendments to the Company’s certificate of incorporation, the Series D Certificate of Designations and the Series E Certificate of Designation shall require, among other things, the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Common Stock and Series D Preferred Stock, voting as a single class, calculated on an as converted to Common Stock basis. (B) As promptly as practicable after the execution of used in this Agreement, Audiovox the term “AMENDMENTS” shall prepare mean: (i) an amendment to the Series D Certificate of Designations in the form attached hereto as Exhibit C (provided, however, that the Company shall not, and file with shall have no obligation to, submit the SEC the proxy statement to be sent matters contemplated by this clause (i) to the stockholders of Audiovox relating the Company if there are no shares of Series D Preferred Stock then outstanding); and (ii) an amendment to the meeting Series E Certificate of Designations in the Audiovox stockholders form attached hereto as Exhibit D (provided, however, that the “Audiovox Stockholders’ Meeting”) to be held to consider approval Company shall not, and adoption of this Agreement or any information statement to be sent to such stockholdersshall have no obligation to, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as submit the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions matters contemplated by this Agreement and the Proxy Statement shall include, the recommendation clause (ii) to the stockholders of Audiovox in favor the Company if there are no shares of approval and adoption of this Agreement and approval of the transactions contemplated by this Agreement (the “Audiovox Recommendation”Series E Preferred Stock then outstanding). (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Proxy Statement. (a) As promptly as practicable after following the execution date of this Agreement, Audiovox Buyer shall prepare and file with the SEC the proxy statement Proxy Statement in accordance with the Securities Act and the Exchange Act and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC; provided, however, that prior to filing, Buyer shall deliver a copy of the proposed filing to Seller and provide Seller with a reasonable time period in which to review and comment upon such filing, it being agreed that Buyer will not make any such filing without the prior consent of Seller, such consent not to be sent unreasonably withheld. Buyer shall promptly provide to Seller copies of any written comments received from the stockholders SEC and shall promptly advise Seller of Audiovox relating to any oral comments received from the meeting of the Audiovox stockholders (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”)SEC. The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions be entitled to review and the preparation of comment on any proposed amendments to the Proxy Statement. As promptly as practicable after the execution of this AgreementProxy Statement has been cleared by the SEC, Audiovox Buyer shall mail the Proxy Statement to its stockholders. (b) Except shareholders as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox record date for the Meeting. Buyer shall take such action as may be required to be taken under applicable state securities or "blue sky" laws in connection with issuance of the Shares. The Proxy Statement shall include the recommendation of Buyer's Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, of Directors that shareholders of the Buyer vote in a manner adverse to favor of the Purchaser, Charter Amendment and the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the other transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval Agreement." 7. Section 6.1(b) of the transactions contemplated Share Purchase Agreement. Section 6.1(b) of the Share Purchase Agreement is amended and restated in its entirety by this Agreement (deleting the “Audiovox Recommendation”)heading and all of the text therein and inserting the phrase "Intentionally left blank" in its place. (c) Audiovox will advise the Purchaser, promptly after it receives notice thereof, of any request by the SEC for amendment 8. Exhibit F of the Proxy Statement or comments thereon and responses thereto or requests by Share Purchase Agreement. Exhibit F of the SEC for additional information. (d) Audiovox represents that the information Share Purchase Agreement is amended to read in full as set forth in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed attached Exhibit A to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderAmendment.

Proxy Statement. (a) As promptly Subject to Section 8(b) hereof, I-Link, acting through its Board of Directors, shall: (i) duly call, give notice of, convene and hold an annual or special meeting of its shareholders (the "SHAREHOLDERS MEETING") as soon as practicable after following the execution date hereof for the purpose of considering and taking action upon this Agreement, Audiovox shall ; (ii) prepare and file with the SEC a preliminary proxy relating to this Agreement as soon as reasonably practicable and obtain and furnish the proxy statement information required to be sent included by the SEC in the Proxy Statement and, after consultation with Counsel Springwell, use its best efforts to respond promptly to any comments made by the SEC with respect to the stockholders of Audiovox relating to the meeting of the Audiovox stockholders preliminary proxy and cause a definitive proxy (the “Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred the "PROXY STATEMENT") to herein as be mailed to its shareholders; (iii) include in the “definitive Proxy Statement”). The Seller shall furnish all information concerning Statement the Seller as Audiovox may reasonably request in connection with such actions and the preparation written opinion of the Proxy Statement. As promptly as practicable after financial advisor to the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none Special Committee of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or Directors of I-Link that the transactions contemplated by this Agreement are fair to the shareholders of I-Link from a financial point of view; (iv) afford to all of the shareholders of I-Link dissenters' rights under Florida law relating to the matters to be presented to them for consideration at the Shareholder Meeting and relating to the subject matter of this Agreement; and (v) use its reasonable best efforts to obtain the approval of this Agreement and the Proxy Statement transactions contemplated hereby by the holders of the requisite number of issued and outstanding shares of capital stock of I-Link. (b) The Board of Directors of I-Link shall include, the recommendation to the stockholders of Audiovox in favor of recommend approval and adoption of this Agreement and approval of the transactions contemplated hereby by this Agreement I-Link's shareholders. The Board of Directors of I-Link shall not be permitted to withdraw, amend or modify in a manner adverse to Counsel and Counsel Springwell such recommendation (or announce publicly its intention to do so), except that prior to the “Audiovox Recommendation”)Shareholder Meeting, the Board of Directors of I-Link shall be permitted to withdraw, amend or modify its recommendation (or announce publicly its intention to do so) but only if the Board of Directors of I-Link shall have determined in its good faith judgment, based upon the advice of outside counsel, that it is obligated by its fiduciary obligations under applicable law to withdraw, amend or modify such recommendation. If the Shareholder Meeting is being held, the recommendation of the Board of Directors of I-Link shall be included in the Proxy Statement. (c) Audiovox Each of Counsel and Counsel Springwell agrees that it will advise provide I-Link with the Purchaser, promptly after information concerning it receives notice thereof, of any request by the SEC for amendment of required to be included in the Proxy Statement and will vote, or comments thereon cause to be voted, all of the shares of the Common Stock then owned by it, directly or indirectly, or over which it has the power to vote, in favor of approval of this Agreement and responses thereto or requests by the SEC for additional informationtransactions contemplated hereby. Counsel and Counsel Springwell shall have the right to review in advance all characterizations and information related to them, this Agreement and the transactions contemplated hereby which appear in the Proxy Statement. (d) Audiovox represents that the Each of Counsel, Counsel Springwell and I-Link agrees promptly to correct any information provided by it for use in the Proxy Statement as and to the extent it shall not, at (i) have become false or misleading in any material respect and to supplement the time information provided by it specifically for use in the Proxy Statement (or to include any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovoxinformation that shall have become necessary, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under in which they were made, not misleading. All documents that Audiovox is responsible for filing , and each of Counsel, Counsel Springwell and I-Link further agrees to take all steps necessary to cause the Proxy Statement, as so corrected or supplemented, to be filed with the SEC and to be disseminated to its shareholders in connection with this Agreement or each case as and to the transactions contemplated extent required by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderfederal securities laws.

Proxy Statement. The Company and Acquiror shall work in good faith with one another in connection with (ax) As promptly as practicable after the execution drafting of this Agreement, Audiovox the Proxy Statement and (y) responding in a timely manner to comments on the Proxy Statement from the SEC. Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC the SEC, mutually acceptable materials which shall include a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Audiovox relating Acquiror in advance of the Special Meeting in accordance with the Acquiror Organizational Documents, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two (2) Business Days prior to the meeting originally scheduled date of the Audiovox stockholders Special Meeting (the “Audiovox Stockholders’ Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement adjourned or information statementpostponed, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Audiovox shall mail the Proxy Statement to its stockholders. (b) Except as provided in Section 5.06(c), Audiovox covenants that none of the Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the approval or recommendation by the Audiovox Board or any committee thereof of this Agreement, or the transactions contemplated by this Agreement and the Proxy Statement shall include, the recommendation to the stockholders of Audiovox in favor of approval and adoption of this Agreement and approval the Acquiror Stockholder Matters. Without the prior written consent of the transactions contemplated Company, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters and annual meeting customary matters) which Acquiror shall propose to be acted on by this Agreement (Acquiror’s stockholders at the “Audiovox Recommendation”). (c) Audiovox will advise the PurchaserAnnual and Special Meeting, promptly after it receives notice thereof, of any request by the SEC for amendment of the as adjourned or postponed. The Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply in all material respects as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Acquiror shall (I) file the definitive Proxy Statement with the SEC, (II) cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Acquiror in accordance with Section 8.02(c), as promptly as practicable (but in no event less than five (5) Business Days except as otherwise required by applicable Law) following the earlier to occur of: (x) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period specified in Rule 14a-6(a) under the Exchange Act; or (y) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”) and (III) promptly commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act.