AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of February 28, 2011 to amend in certain respects that certain Stock Purchase Agreement (the “Agreement”) entered into on February 3, 2011 by and among Soundtech LLC, a Delaware limited liability company (“Buyer”), Audiovox Corporation, a Delaware corporation (“Parent”), Klipsch Group, Inc., an Indiana corporation (the “Company”), each shareholder (each a “Seller” and collectively “Sellers”) of the Company and Fred S. Klipsch in his capacity as Sellers' Representative. Capitalized terms not defined in this Amendment shall have the respective meanings given to them in the Agreement.

The Parties agree as follows:

1.Notwithstanding Section 1.5(c) of the Agreement, Buyer will not, at Closing, discharge the Closing Date Debt due City of Hope, Arkansas represented by that certain Promissory Note issued by Klipsch, L.L.C. in favor of City of Hope, Arkansas dated as of October 17, 2001.

2.The Company will fund the exercise of 10,000 stock options by each of Messrs. Frederick L. Farrar, David Kelley and T. Paul Jacobs through a special bonus. Such bonus will not be deemed a Restricted Event. All outstanding options to purchase Shares (including those referenced in the preceding sentence) will be deemed exercised prior to the record date for determining the shareholders entitled to receive the distribution of the Estimated Cash/Tax Differential (if a positive number). All unpaid obligations with respect to exercise price and tax withholdings due to the Company upon exercise from individuals exercising options will be paid by offsetting such obligations against the Cash Payment Amount to be paid such individuals at Closing. The Parties agree that stock certificates otherwise issuable upon the exercise of outstanding options need not be physically issued. Obligations with respect to exercise price to be offset against the Cash Payment Amount as provided in this paragraph, together with outstanding notes issued to the Company to fund previous option exercises, will be deemed “Option Notes” for purposes of the Agreement.

3.All required federal, state or local income and employment tax withholding obligations relating to distributions from the escrow account to be funded at Closing with respect to shares of common stock acquired through the exercise of stock options will be withheld and remitted to the Company. The amounts to be paid to the Company pursuant to the preceding sentence shall be netted against the amount to be distributed to the applicable Sellers. Not less than ten business days prior to each distribution to Sellers the Company shall give written notice to the Escrow Agent of the amounts to be withheld and remitted to the Company. Any disputes concerning the amounts to be withheld and remitted to the Company under this paragraph shall be resolved utilizing the dispute resolution principles set forth in Section 1.3(c) of the Agreement.

4.The final form of the Escrow Agreement is attached hereto as Exhibit A.

5.Except as expressly set forth herein, the Agreement remains in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment to Stock Purchase Agreement as of the date first above written.

SOUNDTECH LLC

By: AUDIOVOX CORPORATION

Its: Sole Member

By: s/Charles M. Stoehr            

Charles M. Stoehr

Its: Senior Vice President

AUDIOVOX CORPORATION

By: s/Charles M. Stoehr            

Charles M. Stoehr

Its: Senior Vice President

KLIPSCH GROUP, INC.

 

By: s/Fred S. Klipsch                

Its: Chairman and CEO            

 

By: s/Alan E. Salzman            

 

By: s/Alan E. Salzman            

 

By: s/Alan E. Salzman            

 

By: s/Alan E. Salzman            

 

By: s/Alan E. Salzman            

 

 

 

 

Judy Klipsch Wealth Trust

By: s/Frederick L. Farrar            

Frederick L. Farrar, Trustee

Fred and Judy Klipsch Family Wealth Trust

By: s/Frederick L. Farrar            

Frederick L. Farrar, Trustee

 

 

Fred and Judy Klipsch Family Wealth Trust

By: s/Frederick L. Farrar            

Frederick L. Farrar, Trustee

 

 

Fred and Judy Klipsch Family Wealth Trust

Frederick L. Farrar, Trustee

 

 

s/Michael F. Klipsch                

Michael F. Klipsch

 

s/Stephen P. Klipsch                

Stephen P. Klipsch

 

s/T. Paul Jacobs                

T. Paul Jacobs

 

s/Frederick L. Farrar                

Frederick L. Farrar

 

s/Charles F. Lieske                

Charles F. Lieske

 

s/Kyle E. Lanham                

Kyle E. Lanham

s/Lisa M. Lanham                

Lisa M. Lanham

Charles E. Lanham Family Wealth Trust u/a 9/25/07 for Kyle E. Lanham

Frederick L. Farrar, Trustee

Charles E. Lanham Family Wealth Trust u/a 9/25/07 for Lisa Lanham

Frederick L. Farrar, Trustee

Charles Lanham 2007 Annuity Trust u/a 10/31/07

Frederick L. Farrar, Trustee

 

s/David Kelley                    

David Kelley

 

s/Nancy Mills                        

Nancy Mills

 

s/Lance E. Jones                    

Lance E. Jones

 

s/Oscar Bernardo                    

Oscar Bernardo Effective upon execution of outstanding options.

 

s/Thomas Jacoby                    

Thomas Jacoby

 

s/John Carter                        

John Carter

s/Fred S. Klipsch                    

 

3510 Sedgemoor Circle

Carmel, Indiana 46032

Telephone: (317) 860-8211

Facsimile: (317) 860-9128