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EXHIBIT 4.13.10
THIS OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF
THE OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,
AS AMENDED, OR
ANY STATE SECURITIES LAWS. THIS OPTION AND THE COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS OPTION MAY NOT BE SOLD,
OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE
REGISTRATION STATEMENT AS TO THIS OPTION UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY
SATISFACTORY TO VOXX CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right to Purchase up to 3,274,094
Shares of Common Stock of Voxx Corporation
(subject to adjustment as provided herein)
OPTION
No. _________________
Issue Date: April 29,
2005
VOXX CORPORATION, a corporation organized under the laws of the
State
of Florida ("Company"), hereby certifies
that, for value received, LAURUS MASTER
FUND, LTD., or assigns (the "Holder"), is
entitled, subject to the terms set
forth below, to purchase from the Company
(as defined herein) from and after the
Issue Date of this Option and at any time
or from time to time, up to 3,274,094
fully paid and nonassessable shares of
Common Stock (as hereinafter defined),
$0.001 par value per share, at the
applicable Exercise Price per share (as
defined below). The number and character of
such shares of Common Stock and the
applicable Exercise Price per share are
subject to adjustment as provided
herein.
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As used herein the following terms, unless the context
otherwise
requires, have the following respective
meanings:
2. The term "Company" shall include Voxx Corporation and any
corporation that shall succeed, or assume the obligations of,
Voxx
Corporation hereunder.
3. The term "Common Stock" includes (i) the Company's Common
Stock, $0.001 par value per share; and (ii) any other securities
into
which or for which any of the securities described in (a) may
be
converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.
4. The "Exercise Price" applicable under this Option shall be
a price of $0.001 per share.
5. The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other
person
(corporate or otherwise) which the Holder at any time shall be
entitled
to receive, or shall have received, on the exercise of the Option,
in
lieu of or in addition to Common Stock, or which at any time shall
be
issuable or shall have been issued in exchange for or in
replacement of
Common Stock or Other Securities pursuant to Section 4 or
otherwise.
74. Exercise of Option.
74.1 Number of Shares Issuable upon Exercise. From and after
the
date hereof, the Holder shall be entitled
to receive, upon exercise of this
Option in whole or in part, by delivery of
an original or fax copy of an
exercise notice in the form attached hereto
as Exhibit A (the "Exercise
Notice"), shares of Common Stock of the
Company, subject to adjustment pursuant
to Section 4. Notwithstanding anything
contained herein to the contrary, the
Holder shall not be entitled to exercise
this Option in connection with that
number of shares of Common Stock which
would exceed the difference between (i)
4.99% of the issued and outstanding shares
of Common Stock and (ii) the number
of shares of Common Stock beneficially
owned by the Holder. For the purposes of
the immediately preceding sentence,
beneficial ownership shall be determined in
accordance with Section 13(d) of the
Exchange Act and Regulation 13d-3
thereunder. The limitation described in the
second sentence of this Section 1.1
shall automatically become null and void
without any notice to the Company upon
the occurrence and during the continuance
beyond any applicable grace period of
an Event of Default under and as defined in
that certain Note dated as of the
date hereof among the Holder and the
Company, or upon 75 days prior notice to
the Company.
74.2 Fair Market Value. For purposes hereof, the "Fair Market
Value" of a share of Common Stock as of a
particular date (the "Determination
Date") shall mean:
(a) If the Company's Common Stock is traded on the American
Stock Exchange or another national exchange or is quoted on the
National
or SmallCap Market of The Nasdaq Stock Market, Inc. ("Nasdaq"),
then the
closing or last sale price, respectively, reported for the last
business
day immediately preceding the Determination Date.
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(b) If the Company's Common Stock is not traded on the American
Stock Exchange or another national exchange or on the Nasdaq but
is
quoted on the NASD Over The Counter Bulletin Board, then the mean
of the
average of the closing bid and asked prices reported for the
last
business day immediately preceding the Determination Date.
(c) Except as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the
Company
agree or in the absence of agreement by arbitration in accordance
with
the rules then in effect of the American Arbitration Association,
before
a single arbitrator to be chosen from a panel of persons qualified
by
education and training to pass on the matter to be decided.
(d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a
liquidation,
dissolution or winding up pursuant to the Company's charter, then
all
amounts to be payable per share to holders of the Common Stock
pursuant
to the charter in the event of such liquidation, dissolution or
winding
up, plus all other amounts to be payable per share in respect of
the
Common Stock in liquidation under the charter, assuming for the
purposes
of this clause (d) that all of the shares of Common Stock then
issuable
upon exercise of the Option are outstanding at the Determination
Date.
74.3 Company Acknowledgment. The Company will, at the time of
the
exercise of the Option, upon the request of
the Holder hereof acknowledge in
writing its continuing obligation to afford
to such Holder any rights to which
such Holder shall continue to be entitled
after such exercise in accordance with
the provisions of the Option. If the Holder
shall fail to make any such request,
such failure shall not affect the
continuing obligation of the Company to afford
to such Holder any such rights.
74.4 Trustee for Option Holders. In the event that a bank or
trust
company shall have been appointed as
trustee for the Holder of the Option
pursuant to Subsection 3.2, such bank or
trust company shall have all the powers
and duties of an option agent (as
hereinafter described) and shall accept, in
its own name for the account of the Company
or such successor person as may be
entitled thereto, all amounts otherwise
payable to the Company or such
successor, as the case may be, on exercise
of this Option pursuant to this
Section 1.
75. Procedure for Exercise.
75.1 Delivery of Stock Certificates, Etc., on Exercise. The
Company
agrees that the shares of Common Stock
purchased upon exercise of this Option
shall be deemed to be issued to the Holder
as the record owner of such shares as
of the close of business on the date on
which this Option shall have been
surrendered and payment made for such
shares in accordance herewith. As soon as
practicable after the exercise of this
Option in full or in part, and in any
event within three (3) business days
thereafter, the Company at its expense
(including the payment by it of any
applicable issue taxes) will cause to be
issued in the name of and delivered to the
Holder, or as such Holder (upon
payment by such Holder of any applicable
transfer taxes) may direct in
compliance with applicable securities laws,
a certificate or certificates for
the number of duly and validly issued,
fully paid and nonassessable shares of
Common Stock (or Other Securities) to which
such Holder shall be entitled on
such exercise, plus, in lieu of any
fractional share to which such Holder would
otherwise be entitled, cash equal to such
fraction multiplied by the then Fair
Market Value of one full share, together
with any other stock or other
securities and property (including cash,
where applicable) to which such Holder
is entitled upon such exercise pursuant to
Section 1 or otherwise.
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75.2 Exercise.
(a) Payment shall be made in cash or by certified or official
bank check payable to the order of the Company equal to the
applicable
aggregate Exercise Price for the number of Common Stock specified
in
such Exercise Notice (as such exercise number shall be adjusted
to
reflect any adjustment in the total number of shares of Common
Stock
issuable to the Holder per the terms of this Option) and the
Holder
shall thereupon be entitled to receive the number of duly
authorized,
validly issued, fully-paid and non-assessable shares of Common
Stock (or
Other Securities) determined as provided herein.
76. Effect of Reorganization, Etc.; Adjustment of Exercise
Price.
76.1 Reorganization, Consolidation, Merger, Etc. In case at any
time or from time to time, the Company
shall (a) effect a reorganization, (b)
consolidate with or merge into any other
person, or (c) transfer all or
substantially all of its properties or
assets to any other person under any plan
or arrangement contemplating the
dissolution of
