Exhibit 4.5
SECOND SUPPLEMENT TO ACQUISITION AGREEMENT
This Supplement, dated July 17, 1998, to Acquisition Agreement, dated
June 24, 1998, as supplemented and amended by Supplement to Acquisition
Agreement, dated June 30, 1998 (collectively, the "Agreement"), among AMPEX
CORPORATION, a Delaware corporation ("Parent"), AMPEX HOLDINGS CORPORATION, a
Delaware corporation ("Buyer") and the several selling stockholders ("Sellers")
of Micronet Technology, Inc., a Delaware corporation (the "Company").
Capitalized terms used but not otherwise defined in this Supplement
shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the parties desire to supplement and amend the Agreement in
certain respects as more fully provided below;
ACCORDINGLY, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Undertaking to Issue Stock Certificates. As promptly as possible
following the Closing taking place today, Sellers shall deliver to Parent the
written instructions with respect to the issuance of shares of Class A Stock
contemplated by Section 1 (a) of the Agreement. Parent undertakes and agrees
that, as promptly as possible following receipt of such instructions signed by
all Sellers, Parent will cause the transfer agent for the Class A Stock to
issue, and Parent will deliver, certificates, in proper form, representing such
shares in the denominations and registered in the names of the Sellers or their
permitted designees in accordance with such instructions and said Section 1 (a)
of the Agreement. Sellers acknowledge that Parent shall have no obligation to
issue or deliver any shares of Class A Stock to any person or entity who is not
an "accredited investor" and that all such shares of Class A Stock shall be
deposited in escrow under the Escrow Agreement.
2. Chloe Holdings, Inc.. Chloe Holdings, Inc. ("Chloe") undertakes and
agrees to deliver the certificate(s) representing 625 shares of the Class A
Common Stock of the Company owned by Chloe and being sold to Buyer pursuant to
the Agreement as promptly as possible following the Closing taking place today,
and agrees to indemnify and hold Parent and Buyer harmless from
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and against all costs, expenses and liabilities which may be incurred by Parent
or Buyer by reason of Chloe's failure to deliver such certificates. Parent shall
have no obligation to deliver any Class A Stock to or on behalf of Chloe
pursuant to the Agreement unless and until the certificate(s) representing the
shares of Class A Common Stock of the Company owned by Chloe have been delivered
to Parent or Buyer in transferable form.
3. Micropolis Claim. At the date of this Supplement, the Micropolis
claim referred to in Section 7 (m) of the Agreement has not been finally
settled. Accordingly, Sellers jointly and severally agree to defend, and to
indemnify and hold harmless Parent, Buyer and the Company from and against, such
claim in accordance with Section 11 of the Agreement and further agree that
265,000 shares of the Class A Stock issuable to Sellers pursuant to the
Agreement shall be held in escrow under the Escrow Agreement as collateral
security for Sellers indemnity obligations with respect to such claim until (i)
final settlement or discharge of such claim at no cost to the Company and
otherwise on terms reasonably satisfactory to Parent or (ii) release thereof to
Parent in accordance with the terms of the Escrow Agreement.
4. Further Assurances. The parties agree to execute such other
documents or agreements as may be necessary or desirable for the implementation
of the Agreement and this Supplement and the consummation of the transactions
contemplated thereby and hereby.
5. Counterparts;Effectiveness. This Supplement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument. This
Agreement shall become effective, as between Parent and Buyer, on the one hand,
and a Seller, on the other, upon execution and delivery of a counterpart hereof
by Parent, Buyer and such Seller.
6. Ratification. Except as expressly supplemented or amended
hereby, the parties ratify and confirm the Agreement in all
respects.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned have executed this
Certificate in counterpart this 17th day of July, 1998.
SELLING SHAREHOLDERS:
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Name: Xxxxx Xxxxxxxx
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Name: Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Name: Chloe Holdings, Inc.
XXXXX XXXXXX MICRONET PARTNERS LLC
By:
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Title:
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