Audiovox 2012 Annual Report Download - page 92

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1. Preamble
1.1 Car Communication Holding GmbH with its seat in Neckartenzlingen/Germany (the " Company") is a company with
limited liability (Gesellschaft mit beschränkter Haftung) duly existing in accordance with German law and registered
with the commercial register at the local court at Stuttgart under docket no. HRB 723 556. The Company is the sole
(direct and indirect) shareholder of companies (the " Subsidiaries") as described in Annex 1.1.
1.2 The Sellers are the sole owners of common shares (Stammgeschäftsanteile) and preferred shares
(Vorzugsgeschäftsanteile) (collectively the "Transaction Shares") in the Company's share capital (Stammkapital) as
shown in the most current shareholders' list held with the commercial register as follows:
Seller Common Shares (EUR) Preferred Shares (EUR)
VS 23,750.00 2,250.00
IRS 18,750.00 2,450.00
LG 5,000.00 —
JB 2,500.00 —
1.3 VS and IRS have each granted a shareholder loan to the Company as follows, each with an accruing interest rate of
8.5% (eight point five per cent) per annum (collectively the "Shareholder Loans"):
Seller
Nominal Amount of
Shareholder Loan (EUR)
Accrued Interest
as per Effective Date
(EUR)
VS 2,475,000.00 141,072.99
IRS 2,055,000.00 117,138.99
With respect to the Shareholder Loans, each of VS and IRS have entered into a subordination agreement with Baden-
Württembergische Bank, each dated 2 April 2007 (collectively the " Subordination Agreements").
1.4 The Purchaser with its seat in Hamburg/Germany is a company with limited liability ( Gesellschaft mit beschränkter
Haftung) duly existing in accordance with German law and registered with the commercial register at the local court at
Hamburg under docket no. HRB 120599.
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22