ex4-2.htm


    These
securities may not be publicly offered or sold unless at the time of such offer
or sale, the person making such offer of sale delivers a prospectus meeting the
requirements of the Securities Act of 1933 forming a part of a registration
statement, or post-effective amendment thereto, which is effective under said
act, or unless in the opinion of counsel to the Corporation, such offer and sale
is exempt from the provisions of Section 5 of said Act.

    


    


    W A R R A N
T

    


    


    For the
Purchase of Class A Common Stock

    Par Value
$.01 per Share of

    


    


    AUDIOVOX
CORPORATION

    


    (Incorporated
under the Laws of the State of Delaware)

    


    


    VOID
AFTER 5 P.M. November 30, 2012

    


    


    
      	
              No.1

            	
              Warrant
      to Purchase

            


    

    6,250
Shares

    


    


    THIS IS TO CERTIFY that on or
after November 30, 2009, for value received, ROBERT S. LEVY (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on November 30, 2012, but not thereafter, to purchase the
number of shares set forth above of Class A Common Stock, par value $.01 per
share (the “Common Stock”), of AUDIOVOX CORPORATION, a Delaware corporation (the
“Corporation”), from the Corporation at a purchase price per share of
$6.37  if and to the extent this Warrant is exercised, in whole or in
part, during the period this Warrant remains in force, subject in all cases to
adjustment as provided in Section 3 hereof, and to receive a certificate or
certificates representing the shares of Common Stock so purchased, upon
presentation and surrender to the Corporation of this Warrant, with the form of
subscription attached hereto duly executed, and accompanied by payment of the
purchase price of each share purchased either in cash or by certified or bank
cashier’s check payable to the order of the Corporation.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    1. The Corporation covenants and agrees
that all shares may be delivered upon the exercise of this Warrant and will,
upon delivery, be fully paid and non-assessable, and, without limiting the
generality of the foregoing, the Corporation covenants and agrees that it will
from time to time take all such action as may be requisite to assure that the
par value per share of the Common Stock is at all times equal to or less than
the then current Warrant purchase price per share of the Common Stock issuable
upon exercise of this Warrant.

    


    2. The rights represented by this Warrant
are exercisable at the option of the holder hereof in whole at any time, or in
part from time to time, within the period above specified at the prices
specified in Section 1 hereof. In case of the purchase of less than all the
shares as to which this Warrant is exercisable, the Corporation shall cancel
this Warrant upon the surrender hereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares purchasable
hereunder.

    


    3. The price per share at which shares of
Common Stock may be purchased hereunder, and the number of such shares to be
purchased upon exercise hereof, are subject to change or adjustment as
follows:

    


    a.            In
case the Corporation shall, while this Warrant remains unexercised, in whole or
in part, and in force, effect a recapitalization of such character that the
shares of Common Stock purchasable hereunder shall be changed into or become
exchangeable for a larger or smaller number of shares, then, after the date of
record for effecting such recapitalization, the number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder shall be
increased or decreased, as the case may be, in direct proportion to the increase
or decrease in the number of shares of Common Stock by reason of such
recapitalization, and the purchase price hereunder per share of such
recapitalized Common Stock shall, in the case of an increase in the number of
such shares, be proportionately reduced, and in the case of a decrease in the
number of such shares, shall be proportionately increased.  For the
purpose of this subsection (a), a stock dividend, stock split-up or reverse
split shall be considered as a recapitalization and as an exchange for a larger
or smaller number of shares, as the case may be.

    


    b. In the case of any consolidation of the
Corporation with, or merger of the Corporation into, any other corporation, or
in case of any sale or conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete liquidation of the
Corporation, then, as a condition of such consolidation, merger or sale or
conveyance, adequate provision shall be made whereby the holder hereof shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of shares of Common
Stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock or securities as may be
issued in connection with such consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding shares of Common Stock
immediately therefore purchasable and receivable upon the exercise of the rights
represented hereby had such consolidation, merger or sale or conveyance not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of the holder of this Warrant to the end
that the provisions hereof shall be applicable as nearly as may be in relation
to any shares of stock or securities thereafter deliverable upon the exercise
hereof.

    


    c. In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part, and in force, issue
(otherwise then by stock dividend or stock split-up or reverse split) or sell
shares of its Common Stock (hereinafter referred to as “Additional Shares”) for
a consideration per share (before deduction of expenses or commissions or
underwriting discounts or allowances in connection therewith) less than the
purchase price hereunder per share, then, after the date of such issuance or
sale, the purchase price hereunder per share shall be reduced to a price
determined by dividing (1) an amount equal to (A) the total number of shares of
Common Stock outstanding immediately prior to the time of such issuance or sale
multiplied by such purchase price hereunder per share, plus (B) the
consideration (before deduction of expenses or commissions or underwriting
discounts or allowances in connection therewith), if any, received by the
Corporation upon such issuance or sale, by (2) the total number of shares of
Common Stock outstanding after the date of the issuance or sale of such
Additional Shares.  The number of shares of Common Stock which the
holder hereof shall be entitled to purchase hereunder at each such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder per share before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment, and dividing the product so obtained
by such adjusted purchase price per share; provided, however, that no such
adjustment of the purchase price hereunder per share or the number of shares for
which this Warrant may be exercised shall be made upon the issuance or sale by
the Corporation of Additional Shares (i) reserved for issuance upon exercise
of  Stock Options or as restricted stock under the Corporation’s
employee stock plans; or(ii) in connection with the acquisition of businesses,
business entities or parts thereof and/or their assets, whether tangible or
intangible.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    d. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, issue or
grant any rights to subscribe for or to purchase, or any option (other than the
employee stock plans and business related acquisitions referred to in subsection
(C) above) for the purchase of (i) Common Stock or (ii) any indebtedness or
shares of stock convertible into or exchangeable for Common Stock (indebtedness
or shares of stock convertible into or exchangeable for Common Stock being
hereinafter referred to as “Convertible Securities”), or issue or sell
Convertible Securities and the price per share for which Common Stock is
issuable upon the exercise of such rights or options or upon conversion or
exchange of such Convertible Securities at the time such Convertible Securities
first become convertible or exchangeable (determined by dividing (1) in the case
of an issuance or grant of any such rights or options, the total amount, if any,
received or receivable by the Corporation as consideration for the issuance or
grant of such rights or options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of such rights or
options, plus, in the case of such Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, or (2) in the
case of an issuance or sale of Convertible Securities other than where the same
are issuable upon the exercise of any such rights or options, the total amount,
if any, received or receivable by the Corporation as consideration for the
issuance or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, by, in either
such case, (3) the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon the conversion or exchange of
such Convertible Securities at the time such Convertible Securities first become
convertible or exchangeable) shall be less than the purchase price hereunder per
share, then the total maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon conversion or exchange of the total
maximum amount of such Convertible Securities at the time such Convertible
Securities first become convertible or exchangeable, shall (as of the date of
the issuance or grant of such rights or options or, in the case of the issuance
or sale of Convertible Securities other than where the same are issuable upon
the exercise of rights or options, as of the date of such issuance or sale) be
deemed to be outstanding and to have been issued for said price per share;
provided that (i) no further adjustment of the purchase price shall be made upon
the actual issuance of such Common Stock upon the exercise of such rights or
options or upon the conversion or exchange of such Convertible Securities or
upon the actual issuance of Convertible Securities where the same are issuable
upon the exercise of such rights or options, and (ii) rights or options issued
or granted pro rata to shareholders without consideration and Convertible
Securities issuable by way of dividend or other distribution to shareholders
shall be deemed to have been issued or granted at the close of business on the
date fixed for the determination of shareholders entitled to such rights,
options or Convertible Securities and shall be deemed to have been issued
without consideration; and (iii) if, in any case, the total maximum number of
shares of Common Stock issued upon exercise of such rights or options or upon
conversion or exchange of such Convertible Securities is not, in fact, issued
and the right to exercise such right or option or to convert or exchange such
Convertible Securities shall have expired or terminated, then, and in any such
event, the purchase price, as adjusted, shall be appropriately readjusted at the
time of such expiration or termination.   In such case, each
purchase price hereunder per share which is greater than the price per share for
which Common Stock is issuable upon conversion or exchange of such rights or
options or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or exchangeable, as
determined above in this subsection (d), shall thereupon be reduced to a price
determined by dividing (1) an amount equal to (a) the total number of shares of
Common Stock outstanding immediately prior to the time of the issuance or grant
of such rights or options or the issuance or sale of such Convertible Securities
multiplied by such purchase price hereunder per share, plus (b) the total
amount,  if any, received or receivable by the Corporation as
consideration for such issuance or grant or such issuance or sale, plus the
additional amounts referred to and more fully set forth in clauses (1) and (2)
of the  parenthetical material above in this subsection (d), whichever
clause and whichever additional amounts may be applicable, by (2) the total
number of shares of Common Stock outstanding after the date of such issuance or
grant or such issuance or sale.  The number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder at such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder, per share, before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment and dividing the product so obtained
by such adjusted purchase  price per share.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    e. For the purpose of subsections (c) and
(d) above, in case the Corporation shall issue or sell Additional Shares, issue
or grant any rights to subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible Securities, or issue or sell
Convertible Securities for a consideration part of which shall be other than
cash, the amount of the consideration received by the Corporation therefor shall
be deemed to be the cash proceeds, if any, received by the Corporation plus the
fair value of the consideration other than cash as determined by the Board of
Directors of the Corporation in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses paid or incurred by the
Corporation for any underwriting of, or otherwise in connection with, such
issuance, grant or sale.

    


    f. Subject to the provisions of subsection
(g) below, in case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, make any distribution of its
assets to holders of Common Stock as a partial liquidating dividend, by way of
return of capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, the holder hereof shall be entitled,
upon exercise of this Warrant and purchase of any or all of the shares of Common
Stock subject hereto, to receive the amount of such assets (or at the option of
the Corporation, a sum equal to the value thereof at the time of such
distribution to holders of Common Stock as such value is determined by the Board
of Directors of the Corporation in good faith) which would have been payable to
such holder had he been the holder of record of such shares of Common Stock on
the record date for the determination of shareholders entitled to such
distribution.

    


    g. Except as otherwise provided in
subsection (b) above, in the case of any sale or conveyance of all or
substantially all of the assets of the Corporation in connection with a plan of
complete liquidation of the Corporation, in the case of the dissolution,
liquidation or winding up of the Corporation, all rights under this Warrant
shall terminate on a date fixed by the Corporation, such date so fixed to be not
earlier than the date of the commencement of the proceedings for such
dissolution, liquidation or winding up and not later than thirty (30) days after
such commencement date.  Notice of such termination of purchase rights
shall be given to the registered holder hereof, as the same shall appear on the
books of the Corporation, at least thirty (30) days prior to such termination
date.

    


    h. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, offer to the
holders of Common Stock any rights to subscribe for additional shares of stock
of the Corporation, then the Corporation shall give written notice thereof to
the registered holder hereof not less than thirty (30) days prior to the date on
which the books of the Corporation are closed or a record date fixed for the
determination of shareholders entitled to such subscription rights. Such notice
shall specify the date as to which the books shall be closed or the record date
fixed with respect to such offer or subscription, and the right of the holder
hereof to participate in such offer or subscription shall terminate if this
Warrant shall not be exercised on or before the date of such closing of the
books or such record date.

    


    i. Any adjustment pursuant to the
foregoing provisions shall be made on the basis of the number of shares of
Common Stock which the holder hereof would have been entitled to acquire by
exercise of this Warrant immediately prior to the event giving rise to such
adjustment and, as to the purchase price hereunder per share, whether or not in
effect immediately prior to the time of such adjustment, on the basis of such
purchase price immediately prior to the event giving rise to such
adjustment.  Whenever any such adjustment is required to be made, the
Corporation shall forthwith determine the new number of shares of Common Stock
which the holder shall be entitled to purchase hereunder and/or such new
purchase price per share, and shall prepare, retain on file and transmit to the
holder hereof within ten (10) days after such preparation a statement describing
in reasonable detail the method used in calculating such
adjustment(s).

    


    j. For the purposes of this Section 3, the
term “Common Stock” shall include all shares of capital stock authorized by the
Corporation’s Certificate of Incorporation, as from time to time amended, which
are not limited to a fixed sum or percentage of par value in respect of the
right of the holders thereof to participate in dividends or in the distribution
of assets upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation.

    


    4. The Corporation agrees at all times to
reserve or hold available a sufficient number of shares of Common Stock to cover
the number of shares issuable upon the exercise of this and all other Warrants
of the same class.

    


    5. This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a shareholder of the
Corporation, or to any other rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until or unless, and except to the extent that, this Warrant shall be
exercised.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    6. This Warrant is exchangeable upon the
surrender hereof by the holder hereof to the Corporation for new Warrants of
like tenor representing in the aggregate the right to purchase the number of
shares purchasable hereunder, each of such new Warrants to represent the right
to purchase such number of shares as shall be designated by the holder hereof at
the time of such surrender.

    


    7.            The
Corporation will transmit to the holder of this Warrant such information,
documents and reports as are generally distributed to shareholders of the
Corporation concurrently with the distribution thereof to such
shareholders.

    


    8. Notices to be given to the holder of
this Warrant shall be deemed to have been sufficiently given if delivered or
mailed, addressed in the name and at the address of such holder appearing in the
records of the Corporation, and if mailed, sent first class registered or
certified mail, postage prepaid.  The address of the Corporation is
180 Marcus Boulevard, Hauppauge, New York 11788, and the Corporation shall give
written notice of any change of address to the holder hereof.

    


    IN WITNESS WHEREOF, the Corporation has
caused this Warrant to be executed by the signature of its Senior Vice
President/Chief Financial Officer and its seal affixed and attested by its
Secretary.

    


    Dated:
September 14, 2009

    AUDIOVOX
CORPORATION

    


    


    By: /s/Charles M.
Stoehr                                                                           

    Charles
M. Stoehr

    Senior VP
and Chief Financial Officer

    [Corporate
Seal]

    ATTEST:                                                                                                                     

    


    


    /s/Chris Lis
Johnson

    Chris Lis
Johnson

    Secretary


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    These
securities may not be publicly offered or sold unless at the time of such offer
or sale, the person making such offer of sale delivers a prospectus meeting the
requirements of the Securities Act of 1933 forming a part of a registration
statement, or post-effective amendment thereto, which is effective under said
act, or unless in the opinion of counsel to the Corporation, such offer and sale
is exempt from the provisions of Section 5 of said Act.

    


    


    W A R R A N
T

    


    


    For the
Purchase of Class A Common Stock

    Par Value
$.01 per Share of

    


    


    AUDIOVOX
CORPORATION

    


    (Incorporated
under the Laws of the State of Delaware)

    


    


    VOID
AFTER 5 P.M. November 30, 2013

    


    


    
      	
              No.1

            	
              Warrant
      to Purchase

            


    

    6,250
Shares

    


    


    THIS IS TO CERTIFY that on or
after November 30, 2010, for value received, ROBERT S. LEVY (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on November 30, 2013, but not thereafter, to purchase the
number of shares set forth above of Class A Common Stock, par value $.01 per
share (the “Common Stock”), of AUDIOVOX CORPORATION, a Delaware corporation (the
“Corporation”), from the Corporation at a purchase price per share of $6.37 if
and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant remains in force, subject in all cases to adjustment as
provided in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the purchase price
of each share purchased either in cash or by certified or bank cashier’s check
payable to the order of the Corporation.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    1. The Corporation covenants and agrees
that all shares may be delivered upon the exercise of this Warrant and will,
upon delivery, be fully paid and non-assessable, and, without limiting the
generality of the foregoing, the Corporation covenants and agrees that it will
from time to time take all such action as may be requisite to assure that the
par value per share of the Common Stock is at all times equal to or less than
the then current Warrant purchase price per share of the Common Stock issuable
upon exercise of this Warrant.

    


    2. The rights represented by this Warrant
are exercisable at the option of the holder hereof in whole at any time, or in
part from time to time, within the period above specified at the prices
specified in Section 1 hereof. In case of the purchase of less than all the
shares as to which this Warrant is exercisable, the Corporation shall cancel
this Warrant upon the surrender hereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares purchasable
hereunder.

    


    3. The price per share at which shares of
Common Stock may be purchased hereunder, and the number of such shares to be
purchased upon exercise hereof, are subject to change or adjustment as
follows:

    


    a. In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part, and in force, effect a
recapitalization of such character that the shares of Common Stock purchasable
hereunder shall be changed into or become exchangeable for a larger or smaller
number of shares, then, after the date of record for effecting such
recapitalization, the number of shares of Common Stock which the holder hereof
shall be entitled to purchase hereunder shall be increased or decreased, as the
case may be, in direct proportion to the increase or decrease in the number of
shares of Common Stock by reason of such recapitalization, and the purchase
price hereunder per share of such recapitalized Common Stock shall, in the case
of an increase in the number of such shares, be proportionately reduced, and in
the case of a decrease in the number of such shares, shall be proportionately
increased.  For the purpose of this subsection (a), a stock dividend,
stock split-up or reverse split shall be considered as a recapitalization and as
an exchange for a larger or smaller number of shares, as the case may
be.

    


    b. In the case of any consolidation of the
Corporation with, or merger of the Corporation into, any other corporation, or
in case of any sale or conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete liquidation of the
Corporation, then, as a condition of such consolidation, merger or sale or
conveyance, adequate provision shall be made whereby the holder hereof shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of shares of Common
Stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock or securities as may be
issued in connection with such consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding shares of Common Stock
immediately therefore purchasable and receivable upon the exercise of the rights
represented hereby had such consolidation, merger or sale or conveyance not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of the holder of this Warrant to the end
that the provisions hereof shall be applicable as nearly as may be in relation
to any shares of stock or securities thereafter deliverable upon the exercise
hereof.

    


    c. In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part, and in force, issue
(otherwise then by stock dividend or stock split-up or reverse split) or sell
shares of its Common Stock (hereinafter referred to as “Additional Shares”) for
a consideration per share (before deduction of expenses or commissions or
underwriting discounts or allowances in connection therewith) less than the
purchase price hereunder per share, then, after the date of such issuance or
sale, the purchase price hereunder per share shall be reduced to a price
determined by dividing (1) an amount equal to (A) the total number of shares of
Common Stock outstanding immediately prior to the time of such issuance or sale
multiplied by such purchase price hereunder per share, plus (B) the
consideration (before deduction of expenses or commissions or underwriting
discounts or allowances in connection therewith), if any, received by the
Corporation upon such issuance or sale, by (2) the total number of shares of
Common Stock outstanding after the date of the issuance or sale of such
Additional Shares.  The number of shares of Common Stock which the
holder hereof shall be entitled to purchase hereunder at each such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder per share before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment, and dividing the product so obtained
by such adjusted purchase price per share; provided, however, that no such
adjustment of the purchase price hereunder per share or the number of shares for
which this Warrant may be exercised shall be made upon the issuance or sale by
the Corporation of Additional Shares (i) reserved for issuance upon exercise
of  Stock Options or as restricted stock under the Corporation’s
employee stock plans; or(ii) in connection with the acquisition of businesses,
business entities or parts thereof and/or their assets, whether tangible or
intangible.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    d. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, issue or
grant any rights to subscribe for or to purchase, or any option (other than the
employee stock plans and business related acquisitions referred to in subsection
(C) above) for the purchase of (i) Common Stock or (ii) any indebtedness or
shares of stock convertible into or exchangeable for Common Stock (indebtedness
or shares of stock convertible into or exchangeable for Common Stock being
hereinafter referred to as “Convertible Securities”), or issue or sell
Convertible Securities and the price per share for which Common Stock is
issuable upon the exercise of such rights or options or upon conversion or
exchange of such Convertible Securities at the time such Convertible Securities
first become convertible or exchangeable (determined by dividing (1) in the case
of an issuance or grant of any such rights or options, the total amount, if any,
received or receivable by the Corporation as consideration for the issuance or
grant of such rights or options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of such rights or
options, plus, in the case of such Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, or (2) in the
case of an issuance or sale of Convertible Securities other than where the same
are issuable upon the exercise of any such rights or options, the total amount,
if any, received or receivable by the Corporation as consideration for the
issuance or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, by, in either
such case, (3) the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon the conversion or exchange of
such Convertible Securities at the time such Convertible Securities first become
convertible or exchangeable) shall be less than the purchase price hereunder per
share, then the total maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon conversion or exchange of the total
maximum amount of such Convertible Securities at the time such Convertible
Securities first become convertible or exchangeable, shall (as of the date of
the issuance or grant of such rights or options or, in the case of the issuance
or sale of Convertible Securities other than where the same are issuable upon
the exercise of rights or options, as of the date of such issuance or sale) be
deemed to be outstanding and to have been issued for said price per share;
provided that (i) no further adjustment of the purchase price shall be made upon
the actual issuance of such Common Stock upon the exercise of such rights or
options or upon the conversion or exchange of such Convertible Securities or
upon the actual issuance of Convertible Securities where the same are issuable
upon the exercise of such rights or options, and (ii) rights or options issued
or granted pro rata to shareholders without consideration and Convertible
Securities issuable by way of dividend or other distribution to shareholders
shall be deemed to have been issued or granted at the close of business on the
date fixed for the determination of shareholders entitled to such rights,
options or Convertible Securities and shall be deemed to have been issued
without consideration; and (iii) if, in any case, the total maximum number of
shares of Common Stock issued upon exercise of such rights or options or upon
conversion or exchange of such Convertible Securities is not, in fact, issued
and the right to exercise such right or option or to convert or exchange such
Convertible Securities shall have expired or terminated, then, and in any such
event, the purchase price, as adjusted, shall be appropriately readjusted at the
time of such expiration or termination.   In such case, each
purchase price hereunder per share which is greater than the price per share for
which Common Stock is issuable upon conversion or exchange of such rights or
options or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or exchangeable, as
determined above in this subsection (d), shall thereupon be reduced to a price
determined by dividing (1) an amount equal to (a) the total number of shares of
Common Stock outstanding immediately prior to the time of the issuance or grant
of such rights or options or the issuance or sale of such Convertible Securities
multiplied by such purchase price hereunder per share, plus (b) the total
amount,  if any, received or receivable by the Corporation as
consideration for such issuance or grant or such issuance or sale, plus the
additional amounts referred to and more fully set forth in clauses (1) and (2)
of the  parenthetical material above in this subsection (d), whichever
clause and whichever additional amounts may be applicable, by (2) the total
number of shares of Common Stock outstanding after the date of such issuance or
grant or such issuance or sale.  The number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder at such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder, per share, before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment and dividing the product so obtained
by such adjusted purchase  price per share.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    e. For the purpose of subsections (c) and
(d) above, in case the Corporation shall issue or sell Additional Shares, issue
or grant any rights to subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible Securities, or issue or sell
Convertible Securities for a consideration part of which shall be other than
cash, the amount of the consideration received by the Corporation therefor shall
be deemed to be the cash proceeds, if any, received by the Corporation plus the
fair value of the consideration other than cash as determined by the Board of
Directors of the Corporation in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses paid or incurred by the
Corporation for any underwriting of, or otherwise in connection with, such
issuance, grant or sale.

    


    f. Subject to the provisions of subsection
(g) below, in case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, make any distribution of its
assets to holders of Common Stock as a partial liquidating dividend, by way of
return of capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, the holder hereof shall be entitled,
upon exercise of this Warrant and purchase of any or all of the shares of Common
Stock subject hereto, to receive the amount of such assets (or at the option of
the Corporation, a sum equal to the value thereof at the time of such
distribution to holders of Common Stock as such value is determined by the Board
of Directors of the Corporation in good faith) which would have been payable to
such holder had he been the holder of record of such shares of Common Stock on
the record date for the determination of shareholders entitled to such
distribution.

    


    g. Except as otherwise provided in
subsection (b) above, in the case of any sale or conveyance of all or
substantially all of the assets of the Corporation in connection with a plan of
complete liquidation of the Corporation, in the case of the dissolution,
liquidation or winding up of the Corporation, all rights under this Warrant
shall terminate on a date fixed by the Corporation, such date so fixed to be not
earlier than the date of the commencement of the proceedings for such
dissolution, liquidation or winding up and not later than thirty (30) days after
such commencement date.  Notice of such termination of purchase rights
shall be given to the registered holder hereof, as the same shall appear on the
books of the Corporation, at least thirty (30) days prior to such termination
date.

    


    h. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, offer to the
holders of Common Stock any rights to subscribe for additional shares of stock
of the Corporation, then the Corporation shall give written notice thereof to
the registered holder hereof not less than thirty (30) days prior to the date on
which the books of the Corporation are closed or a record date fixed for the
determination of shareholders entitled to such subscription rights. Such notice
shall specify the date as to which the books shall be closed or the record date
fixed with respect to such offer or subscription, and the right of the holder
hereof to participate in such offer or subscription shall terminate if this
Warrant shall not be exercised on or before the date of such closing of the
books or such record date.

    


    i. Any adjustment pursuant to the
foregoing provisions shall be made on the basis of the number of shares of
Common Stock which the holder hereof would have been entitled to acquire by
exercise of this Warrant immediately prior to the event giving rise to such
adjustment and, as to the purchase price hereunder per share, whether or not in
effect immediately prior to the time of such adjustment, on the basis of such
purchase price immediately prior to the event giving rise to such
adjustment.  Whenever any such adjustment is required to be made, the
Corporation shall forthwith determine the new number of shares of Common Stock
which the holder shall be entitled to purchase hereunder and/or such new
purchase price per share, and shall prepare, retain on file and transmit to the
holder hereof within ten (10) days after such preparation a statement describing
in reasonable detail the method used in calculating such
adjustment(s).

    


    j. For the purposes of this Section 3, the
term “Common Stock” shall include all shares of capital stock authorized by the
Corporation’s Certificate of Incorporation, as from time to time amended, which
are not limited to a fixed sum or percentage of par value in respect of the
right of the holders thereof to participate in dividends or in the distribution
of assets upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation.

    


    4. The Corporation agrees at all times to
reserve or hold available a sufficient number of shares of Common Stock to cover
the number of shares issuable upon the exercise of this and all other Warrants
of the same class.

    


    5. This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a shareholder of the
Corporation, or to any other rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until or unless, and except to the extent that, this Warrant shall be
exercised.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    6. This Warrant is exchangeable upon the
surrender hereof by the holder hereof to the Corporation for new Warrants of
like tenor representing in the aggregate the right to purchase the number of
shares purchasable hereunder, each of such new Warrants to represent the right
to purchase such number of shares as shall be designated by the holder hereof at
the time of such surrender.

    


    7. The Corporation will transmit to the
holder of this Warrant such information, documents and reports as are generally
distributed to shareholders of the Corporation concurrently with the
distribution thereof to such shareholders.

    


    8. Notices to be given to the holder of
this Warrant shall be deemed to have been sufficiently given if delivered or
mailed, addressed in the name and at the address of such holder appearing in the
records of the Corporation, and if mailed, sent first class registered or
certified mail, postage prepaid.  The address of the Corporation is
180 Marcus Boulevard, Hauppauge, New York 11788, and the Corporation shall give
written notice of any change of address to the holder hereof.

    


    IN WITNESS WHEREOF, the Corporation has
caused this Warrant to be executed by the signature of its Senior Vice
President/Chief Financial Officer and its seal affixed and attested by its
Secretary.

    


    Dated:
September 14, 2009

    AUDIOVOX
CORPORATION

    


    


    By: /s/Charles M.
Stoehr                                                                           

    Charles
M. Stoehr

    Senior VP
and Chief Financial Officer

    [Corporate
Seal]

    ATTEST:                                                                                                                     

    


    


    /s/Chris Lis
Johnson                                           

    Chris Lis
Johnson

    Secretary


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    These
securities may not be publicly offered or sold unless at the time of such offer
or sale, the person making such offer of sale delivers a prospectus meeting the
requirements of the Securities Act of 1933 forming a part of a registration
statement, or post-effective amendment thereto, which is effective under said
act, or unless in the opinion of counsel to the Corporation, such offer and sale
is exempt from the provisions of Section 5 of said Act.

    


    


    W A R R A N
T

    


    


    For the
Purchase of Class A Common Stock

    Par Value
$.01 per Share of

    


    


    AUDIOVOX
CORPORATION

    


    (Incorporated
under the Laws of the State of Delaware)

    


    


    VOID
AFTER 5 P.M. November 30, 2012

    


    


    
      	
              No.1

            	
              Warrant
      to Purchase

            


    

    1,250
Shares

    


    THIS IS TO CERTIFY that on or
after November 30, 2009, for value received, LARRY N. STOPOL (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on November 30, 2012, but not thereafter, to purchase the
number of shares set forth above of Class A Common Stock, par value $.01 per
share (the “Common Stock”), of AUDIOVOX CORPORATION, a Delaware corporation (the
“Corporation”), from the Corporation at a purchase price per share of $6.37 if
and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant remains in force, subject in all cases to adjustment as
provided in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the purchase price
of each share purchased either in cash or by certified or bank cashier’s check
payable to the order of the Corporation.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    1. The Corporation covenants and agrees
that all shares may be delivered upon the exercise of this Warrant and will,
upon delivery, be fully paid and non-assessable, and, without limiting the
generality of the foregoing, the Corporation covenants and agrees that it will
from time to time take all such action as may be requisite to assure that the
par value per share of the Common Stock is at all times equal to or less than
the then current Warrant purchase price per share of the Common Stock issuable
upon exercise of this Warrant.

    


    2. The rights represented by this Warrant
are exercisable at the option of the holder hereof in whole at any time, or in
part from time to time, within the period above specified at the prices
specified in Section 1 hereof. In case of the purchase of less than all the
shares as to which this Warrant is exercisable, the Corporation shall cancel
this Warrant upon the surrender hereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares purchasable
hereunder.

    


    3. The price per share at which shares of
Common Stock may be purchased hereunder, and the number of such shares to be
purchased upon exercise hereof, are subject to change or adjustment as
follows:

    


    a.            In
case the Corporation shall, while this Warrant remains unexercised, in whole or
in part, and in force, effect a recapitalization of such character that the
shares of Common Stock purchasable hereunder shall be changed into or become
exchangeable for a larger or smaller number of shares, then, after the date of
record for effecting such recapitalization, the number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder shall be
increased or decreased, as the case may be, in direct proportion to the increase
or decrease in the number of shares of Common Stock by reason of such
recapitalization, and the purchase price hereunder per share of such
recapitalized Common Stock shall, in the case of an increase in the number of
such shares, be proportionately reduced, and in the case of a decrease in the
number of such shares, shall be proportionately increased.  For the
purpose of this subsection (a), a stock dividend, stock split-up or reverse
split shall be considered as a recapitalization and as an exchange for a larger
or smaller number of shares, as the case may be.

    


    b. In the case of any consolidation of the
Corporation with, or merger of the Corporation into, any other corporation, or
in case of any sale or conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete liquidation of the
Corporation, then, as a condition of such consolidation, merger or sale or
conveyance, adequate provision shall be made whereby the holder hereof shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of shares of Common
Stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock or securities as may be
issued in connection with such consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding shares of Common Stock
immediately therefore purchasable and receivable upon the exercise of the rights
represented hereby had such consolidation, merger or sale or conveyance not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of the holder of this Warrant to the end
that the provisions hereof shall be applicable as nearly as may be in relation
to any shares of stock or securities thereafter deliverable upon the exercise
hereof.

    


    c. In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part, and in force, issue
(otherwise then by stock dividend or stock split-up or reverse split) or sell
shares of its Common Stock (hereinafter referred to as “Additional Shares”) for
a consideration per share (before deduction of expenses or commissions or
underwriting discounts or allowances in connection therewith) less than the
purchase price hereunder per share, then, after the date of such issuance or
sale, the purchase price hereunder per share shall be reduced to a price
determined by dividing (1) an amount equal to (A) the total number of shares of
Common Stock outstanding immediately prior to the time of such issuance or sale
multiplied by such purchase price hereunder per share, plus (B) the
consideration (before deduction of expenses or commissions or underwriting
discounts or allowances in connection therewith), if any, received by the
Corporation upon such issuance or sale, by (2) the total number of shares of
Common Stock outstanding after the date of the issuance or sale of such
Additional Shares.  The number of shares of Common Stock which the
holder hereof shall be entitled to purchase hereunder at each such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder per share before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment, and dividing the product so obtained
by such adjusted purchase price per share; provided, however, that no such
adjustment of the purchase price hereunder per share or the number of shares for
which this Warrant may be exercised shall be made upon the issuance or sale by
the Corporation of Additional Shares (i) reserved for issuance upon exercise
of  Stock Options or as restricted stock under the Corporation’s
employee stock plans; or(ii) in connection with the acquisition of businesses,
business entities or parts thereof and/or their assets, whether tangible or
intangible.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    d. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, issue or
grant any rights to subscribe for or to purchase, or any option (other than the
employee stock plans and business related acquisitions referred to in subsection
(C) above) for the purchase of (i) Common Stock or (ii) any indebtedness or
shares of stock convertible into or exchangeable for Common Stock (indebtedness
or shares of stock convertible into or exchangeable for Common Stock being
hereinafter referred to as “Convertible Securities”), or issue or sell
Convertible Securities and the price per share for which Common Stock is
issuable upon the exercise of such rights or options or upon conversion or
exchange of such Convertible Securities at the time such Convertible Securities
first become convertible or exchangeable (determined by dividing (1) in the case
of an issuance or grant of any such rights or options, the total amount, if any,
received or receivable by the Corporation as consideration for the issuance or
grant of such rights or options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of such rights or
options, plus, in the case of such Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, or (2) in the
case of an issuance or sale of Convertible Securities other than where the same
are issuable upon the exercise of any such rights or options, the total amount,
if any, received or receivable by the Corporation as consideration for the
issuance or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, by, in either
such case, (3) the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon the conversion or exchange of
such Convertible Securities at the time such Convertible Securities first become
convertible or exchangeable) shall be less than the purchase price hereunder per
share, then the total maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon conversion or exchange of the total
maximum amount of such Convertible Securities at the time such Convertible
Securities first become convertible or exchangeable, shall (as of the date of
the issuance or grant of such rights or options or, in the case of the issuance
or sale of Convertible Securities other than where the same are issuable upon
the exercise of rights or options, as of the date of such issuance or sale) be
deemed to be outstanding and to have been issued for said price per share;
provided that (i) no further adjustment of the purchase price shall be made upon
the actual issuance of such Common Stock upon the exercise of such rights or
options or upon the conversion or exchange of such Convertible Securities or
upon the actual issuance of Convertible Securities where the same are issuable
upon the exercise of such rights or options, and (ii) rights or options issued
or granted pro rata to shareholders without consideration and Convertible
Securities issuable by way of dividend or other distribution to shareholders
shall be deemed to have been issued or granted at the close of business on the
date fixed for the determination of shareholders entitled to such rights,
options or Convertible Securities and shall be deemed to have been issued
without consideration; and (iii) if, in any case, the total maximum number of
shares of Common Stock issued upon exercise of such rights or options or upon
conversion or exchange of such Convertible Securities is not, in fact, issued
and the right to exercise such right or option or to convert or exchange such
Convertible Securities shall have expired or terminated, then, and in any such
event, the purchase price, as adjusted, shall be appropriately readjusted at the
time of such expiration or termination.   In such case, each
purchase price hereunder per share which is greater than the price per share for
which Common Stock is issuable upon conversion or exchange of such rights or
options or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or exchangeable, as
determined above in this subsection (d), shall thereupon be reduced to a price
determined by dividing (1) an amount equal to (a) the total number of shares of
Common Stock outstanding immediately prior to the time of the issuance or grant
of such rights or options or the issuance or sale of such Convertible Securities
multiplied by such purchase price hereunder per share, plus (b) the total
amount,  if any, received or receivable by the Corporation as
consideration for such issuance or grant or such issuance or sale, plus the
additional amounts referred to and more fully set forth in clauses (1) and (2)
of the  parenthetical material above in this subsection (d), whichever
clause and whichever additional amounts may be applicable, by (2) the total
number of shares of Common Stock outstanding after the date of such issuance or
grant or such issuance or sale.  The number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder at such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder, per share, before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment and dividing the product so obtained
by such adjusted purchase  price per share.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    e. For the purpose of subsections (c) and
(d) above, in case the Corporation shall issue or sell Additional Shares, issue
or grant any rights to subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible Securities, or issue or sell
Convertible Securities for a consideration part of which shall be other than
cash, the amount of the consideration received by the Corporation therefor shall
be deemed to be the cash proceeds, if any, received by the Corporation plus the
fair value of the consideration other than cash as determined by the Board of
Directors of the Corporation in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses paid or incurred by the
Corporation for any underwriting of, or otherwise in connection with, such
issuance, grant or sale.

    


    f. Subject to the provisions of subsection
(g) below, in case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, make any distribution of its
assets to holders of Common Stock as a partial liquidating dividend, by way of
return of capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, the holder hereof shall be entitled,
upon exercise of this Warrant and purchase of any or all of the shares of Common
Stock subject hereto, to receive the amount of such assets (or at the option of
the Corporation, a sum equal to the value thereof at the time of such
distribution to holders of Common Stock as such value is determined by the Board
of Directors of the Corporation in good faith) which would have been payable to
such holder had he been the holder of record of such shares of Common Stock on
the record date for the determination of shareholders entitled to such
distribution.

    


    g. Except as otherwise provided in
subsection (b) above, in the case of any sale or conveyance of all or
substantially all of the assets of the Corporation in connection with a plan of
complete liquidation of the Corporation, in the case of the dissolution,
liquidation or winding up of the Corporation, all rights under this Warrant
shall terminate on a date fixed by the Corporation, such date so fixed to be not
earlier than the date of the commencement of the proceedings for such
dissolution, liquidation or winding up and not later than thirty (30) days after
such commencement date.  Notice of such termination of purchase rights
shall be given to the registered holder hereof, as the same shall appear on the
books of the Corporation, at least thirty (30) days prior to such termination
date.

    


    h. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, offer to the
holders of Common Stock any rights to subscribe for additional shares of stock
of the Corporation, then the Corporation shall give written notice thereof to
the registered holder hereof not less than thirty (30) days prior to the date on
which the books of the Corporation are closed or a record date fixed for the
determination of shareholders entitled to such subscription rights. Such notice
shall specify the date as to which the books shall be closed or the record date
fixed with respect to such offer or subscription, and the right of the holder
hereof to participate in such offer or subscription shall terminate if this
Warrant shall not be exercised on or before the date of such closing of the
books or such record date.

    


    i. Any adjustment pursuant to the
foregoing provisions shall be made on the basis of the number of shares of
Common Stock which the holder hereof would have been entitled to acquire by
exercise of this Warrant immediately prior to the event giving rise to such
adjustment and, as to the purchase price hereunder per share, whether or not in
effect immediately prior to the time of such adjustment, on the basis of such
purchase price immediately prior to the event giving rise to such
adjustment.  Whenever any such adjustment is required to be made, the
Corporation shall forthwith determine the new number of shares of Common Stock
which the holder shall be entitled to purchase hereunder and/or such new
purchase price per share, and shall prepare, retain on file and transmit to the
holder hereof within ten (10) days after such preparation a statement describing
in reasonable detail the method used in calculating such
adjustment(s).

    


    j. For the purposes of this Section 3, the
term “Common Stock” shall include all shares of capital stock authorized by the
Corporation’s Certificate of Incorporation, as from time to time amended, which
are not limited to a fixed sum or percentage of par value in respect of the
right of the holders thereof to participate in dividends or in the distribution
of assets upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation.

    


    4. The Corporation agrees at all times to
reserve or hold available a sufficient number of shares of Common Stock to cover
the number of shares issuable upon the exercise of this and all other Warrants
of the same class.

    


    5. This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a shareholder of the
Corporation, or to any other rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until or unless, and except to the extent that, this Warrant shall be
exercised.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


    6. This Warrant is exchangeable upon the
surrender hereof by the holder hereof to the Corporation for new Warrants of
like tenor representing in the aggregate the right to purchase the number of
shares purchasable hereunder, each of such new Warrants to represent the right
to purchase such number of shares as shall be designated by the holder hereof at
the time of such surrender.

    


    7.            The
Corporation will transmit to the holder of this Warrant such information,
documents and reports as are generally distributed to shareholders of the
Corporation concurrently with the distribution thereof to such
shareholders.

    


    8. Notices to be given to the holder of
this Warrant shall be deemed to have been sufficiently given if delivered or
mailed, addressed in the name and at the address of such holder appearing in the
records of the Corporation, and if mailed, sent first class registered or
certified mail, postage prepaid.  The address of the Corporation is
180 Marcus Boulevard, Hauppauge, New York 11788, and the Corporation shall give
written notice of any change of address to the holder hereof.

    


    IN WITNESS WHEREOF, the Corporation has
caused this Warrant to be executed by the signature of its Senior Vice
President/Chief Financial Officer and its seal affixed and attested by its
Secretary.

    


    Dated:
September 14, 2009

    AUDIOVOX
CORPORATION

    


    


    By: /s/Charles M.
Stoehr                                                                           

    Charles
M. Stoehr

    Senior VP
and Chief Financial Officer

    [Corporate
Seal]

    ATTEST:                                                                                                                     

    


    


    /s/Chris Lis
Johnson                                           

    Chris Lis
Johnson

    Secretary


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    These
securities may not be publicly offered or sold unless at the time of such offer
or sale, the person making such offer of sale delivers a prospectus meeting the
requirements of the Securities Act of 1933 forming a part of a registration
statement, or post-effective amendment thereto, which is effective under said
act, or unless in the opinion of counsel to the Corporation, such offer and sale
is exempt from the provisions of Section 5 of said Act.

    


    


    W A R R A N
T

    


    


    For the
Purchase of Class A Common Stock

    Par Value
$.01 per Share of

    


    


    AUDIOVOX
CORPORATION

    


    (Incorporated
under the Laws of the State of Delaware)

    


    


    VOID
AFTER 5 P.M. November 30, 2013

    


    


    
      	
              No.1

            	
              Warrant
      to Purchase

            


    

    1,250
Shares

    


    


    THIS IS TO CERTIFY that on or
after November 30, 2010, for value received, LARRY N. STOPOL (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on November 30, 2013, but not thereafter, to purchase the
number of shares set forth above of Class A Common Stock, par value $.01 per
share (the “Common Stock”), of AUDIOVOX CORPORATION, a Delaware corporation (the
“Corporation”), from the Corporation at a purchase price per share of $6.37 if
and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant remains in force, subject in all cases to adjustment as
provided in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the purchase price
of each share purchased either in cash or by certified or bank cashier’s check
payable to the order of the Corporation.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


    1. The Corporation covenants and agrees
that all shares may be delivered upon the exercise of this Warrant and will,
upon delivery, be fully paid and non-assessable, and, without limiting the
generality of the foregoing, the Corporation covenants and agrees that it will
from time to time take all such action as may be requisite to assure that the
par value per share of the Common Stock is at all times equal to or less than
the then current Warrant purchase price per share of the Common Stock issuable
upon exercise of this Warrant.

    


    2. The rights represented by this Warrant
are exercisable at the option of the holder hereof in whole at any time, or in
part from time to time, within the period above specified at the prices
specified in Section 1 hereof. In case of the purchase of less than all the
shares as to which this Warrant is exercisable, the Corporation shall cancel
this Warrant upon the surrender hereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares purchasable
hereunder.

    


    3. The price per share at which shares of
Common Stock may be purchased hereunder, and the number of such shares to be
purchased upon exercise hereof, are subject to change or adjustment as
follows:

    


    a.            In
case the Corporation shall, while this Warrant remains unexercised, in whole or
in part, and in force, effect a recapitalization of such character that the
shares of Common Stock purchasable hereunder shall be changed into or become
exchangeable for a larger or smaller number of shares, then, after the date of
record for effecting such recapitalization, the number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder shall be
increased or decreased, as the case may be, in direct proportion to the increase
or decrease in the number of shares of Common Stock by reason of such
recapitalization, and the purchase price hereunder per share of such
recapitalized Common Stock shall, in the case of an increase in the number of
such shares, be proportionately reduced, and in the case of a decrease in the
number of such shares, shall be proportionately increased.  For the
purpose of this subsection (a), a stock dividend, stock split-up or reverse
split shall be considered as a recapitalization and as an exchange for a larger
or smaller number of shares, as the case may be.

    


    b. In the case of any consolidation of the
Corporation with, or merger of the Corporation into, any other corporation, or
in case of any sale or conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete liquidation of the
Corporation, then, as a condition of such consolidation, merger or sale or
conveyance, adequate provision shall be made whereby the holder hereof shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of shares of Common
Stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock or securities as may be
issued in connection with such consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding shares of Common Stock
immediately therefore purchasable and receivable upon the exercise of the rights
represented hereby had such consolidation, merger or sale or conveyance not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of the holder of this Warrant to the end
that the provisions hereof shall be applicable as nearly as may be in relation
to any shares of stock or securities thereafter deliverable upon the exercise
hereof.

    


    c. In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part, and in force, issue
(otherwise then by stock dividend or stock split-up or reverse split) or sell
shares of its Common Stock (hereinafter referred to as “Additional Shares”) for
a consideration per share (before deduction of expenses or commissions or
underwriting discounts or allowances in connection therewith) less than the
purchase price hereunder per share, then, after the date of such issuance or
sale, the purchase price hereunder per share shall be reduced to a price
determined by dividing (1) an amount equal to (A) the total number of shares of
Common Stock outstanding immediately prior to the time of such issuance or sale
multiplied by such purchase price hereunder per share, plus (B) the
consideration (before deduction of expenses or commissions or underwriting
discounts or allowances in connection therewith), if any, received by the
Corporation upon such issuance or sale, by (2) the total number of shares of
Common Stock outstanding after the date of the issuance or sale of such
Additional Shares.  The number of shares of Common Stock which the
holder hereof shall be entitled to purchase hereunder at each such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder per share before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment, and dividing the product so obtained
by such adjusted purchase price per share; provided, however, that no such
adjustment of the purchase price hereunder per share or the number of shares for
which this Warrant may be exercised shall be made upon the issuance or sale by
the Corporation of Additional Shares (i) reserved for issuance upon exercise
of  Stock Options or as restricted stock under the Corporation’s
employee stock plans; or(ii) in connection with the acquisition of businesses,
business entities or parts thereof and/or their assets, whether tangible or
intangible.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    


    d. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, issue or
grant any rights to subscribe for or to purchase, or any option (other than the
employee stock plans and business related acquisitions referred to in subsection
(C) above) for the purchase of (i) Common Stock or (ii) any indebtedness or
shares of stock convertible into or exchangeable for Common Stock (indebtedness
or shares of stock convertible into or exchangeable for Common Stock being
hereinafter referred to as “Convertible Securities”), or issue or sell
Convertible Securities and the price per share for which Common Stock is
issuable upon the exercise of such rights or options or upon conversion or
exchange of such Convertible Securities at the time such Convertible Securities
first become convertible or exchangeable (determined by dividing (1) in the case
of an issuance or grant of any such rights or options, the total amount, if any,
received or receivable by the Corporation as consideration for the issuance or
grant of such rights or options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of such rights or
options, plus, in the case of such Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, or (2) in the
case of an issuance or sale of Convertible Securities other than where the same
are issuable upon the exercise of any such rights or options, the total amount,
if any, received or receivable by the Corporation as consideration for the
issuance or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, by, in either
such case, (3) the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon the conversion or exchange of
such Convertible Securities at the time such Convertible Securities first become
convertible or exchangeable) shall be less than the purchase price hereunder per
share, then the total maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon conversion or exchange of the total
maximum amount of such Convertible Securities at the time such Convertible
Securities first become convertible or exchangeable, shall (as of the date of
the issuance or grant of such rights or options or, in the case of the issuance
or sale of Convertible Securities other than where the same are issuable upon
the exercise of rights or options, as of the date of such issuance or sale) be
deemed to be outstanding and to have been issued for said price per share;
provided that (i) no further adjustment of the purchase price shall be made upon
the actual issuance of such Common Stock upon the exercise of such rights or
options or upon the conversion or exchange of such Convertible Securities or
upon the actual issuance of Convertible Securities where the same are issuable
upon the exercise of such rights or options, and (ii) rights or options issued
or granted pro rata to shareholders without consideration and Convertible
Securities issuable by way of dividend or other distribution to shareholders
shall be deemed to have been issued or granted at the close of business on the
date fixed for the determination of shareholders entitled to such rights,
options or Convertible Securities and shall be deemed to have been issued
without consideration; and (iii) if, in any case, the total maximum number of
shares of Common Stock issued upon exercise of such rights or options or upon
conversion or exchange of such Convertible Securities is not, in fact, issued
and the right to exercise such right or option or to convert or exchange such
Convertible Securities shall have expired or terminated, then, and in any such
event, the purchase price, as adjusted, shall be appropriately readjusted at the
time of such expiration or termination.   In such case, each
purchase price hereunder per share which is greater than the price per share for
which Common Stock is issuable upon conversion or exchange of such rights or
options or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or exchangeable, as
determined above in this subsection (d), shall thereupon be reduced to a price
determined by dividing (1) an amount equal to (a) the total number of shares of
Common Stock outstanding immediately prior to the time of the issuance or grant
of such rights or options or the issuance or sale of such Convertible Securities
multiplied by such purchase price hereunder per share, plus (b) the total
amount,  if any, received or receivable by the Corporation as
consideration for such issuance or grant or such issuance or sale, plus the
additional amounts referred to and more fully set forth in clauses (1) and (2)
of the  parenthetical material above in this subsection (d), whichever
clause and whichever additional amounts may be applicable, by (2) the total
number of shares of Common Stock outstanding after the date of such issuance or
grant or such issuance or sale.  The number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder at such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder, per share, before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment and dividing the product so obtained
by such adjusted purchase  price per share.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    


    e. For the purpose of subsections (c) and
(d) above, in case the Corporation shall issue or sell Additional Shares, issue
or grant any rights to subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible Securities, or issue or sell
Convertible Securities for a consideration part of which shall be other than
cash, the amount of the consideration received by the Corporation therefor shall
be deemed to be the cash proceeds, if any, received by the Corporation plus the
fair value of the consideration other than cash as determined by the Board of
Directors of the Corporation in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses paid or incurred by the
Corporation for any underwriting of, or otherwise in connection with, such
issuance, grant or sale.

    


    f. Subject to the provisions of subsection
(g) below, in case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, make any distribution of its
assets to holders of Common Stock as a partial liquidating dividend, by way of
return of capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, the holder hereof shall be entitled,
upon exercise of this Warrant and purchase of any or all of the shares of Common
Stock subject hereto, to receive the amount of such assets (or at the option of
the Corporation, a sum equal to the value thereof at the time of such
distribution to holders of Common Stock as such value is determined by the Board
of Directors of the Corporation in good faith) which would have been payable to
such holder had he been the holder of record of such shares of Common Stock on
the record date for the determination of shareholders entitled to such
distribution.

    


    g. Except as otherwise provided in
subsection (b) above, in the case of any sale or conveyance of all or
substantially all of the assets of the Corporation in connection with a plan of
complete liquidation of the Corporation, in the case of the dissolution,
liquidation or winding up of the Corporation, all rights under this Warrant
shall terminate on a date fixed by the Corporation, such date so fixed to be not
earlier than the date of the commencement of the proceedings for such
dissolution, liquidation or winding up and not later than thirty (30) days after
such commencement date.  Notice of such termination of purchase rights
shall be given to the registered holder hereof, as the same shall appear on the
books of the Corporation, at least thirty (30) days prior to such termination
date.

    


    h. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, offer to the
holders of Common Stock any rights to subscribe for additional shares of stock
of the Corporation, then the Corporation shall give written notice thereof to
the registered holder hereof not less than thirty (30) days prior to the date on
which the books of the Corporation are closed or a record date fixed for the
determination of shareholders entitled to such subscription rights. Such notice
shall specify the date as to which the books shall be closed or the record date
fixed with respect to such offer or subscription, and the right of the holder
hereof to participate in such offer or subscription shall terminate if this
Warrant shall not be exercised on or before the date of such closing of the
books or such record date.

    


    i. Any adjustment pursuant to the
foregoing provisions shall be made on the basis of the number of shares of
Common Stock which the holder hereof would have been entitled to acquire by
exercise of this Warrant immediately prior to the event giving rise to such
adjustment and, as to the purchase price hereunder per share, whether or not in
effect immediately prior to the time of such adjustment, on the basis of such
purchase price immediately prior to the event giving rise to such
adjustment.  Whenever any such adjustment is required to be made, the
Corporation shall forthwith determine the new number of shares of Common Stock
which the holder shall be entitled to purchase hereunder and/or such new
purchase price per share, and shall prepare, retain on file and transmit to the
holder hereof within ten (10) days after such preparation a statement describing
in reasonable detail the method used in calculating such
adjustment(s).

    


    j. For the purposes of this Section 3, the
term “Common Stock” shall include all shares of capital stock authorized by the
Corporation’s Certificate of Incorporation, as from time to time amended, which
are not limited to a fixed sum or percentage of par value in respect of the
right of the holders thereof to participate in dividends or in the distribution
of assets upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation.

    


    4. The Corporation agrees at all times to
reserve or hold available a sufficient number of shares of Common Stock to cover
the number of shares issuable upon the exercise of this and all other Warrants
of the same class.

    


    5. This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a shareholder of the
Corporation, or to any other rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until or unless, and except to the extent that, this Warrant shall be
exercised.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    


    6. This Warrant is exchangeable upon the
surrender hereof by the holder hereof to the Corporation for new Warrants of
like tenor representing in the aggregate the right to purchase the number of
shares purchasable hereunder, each of such new Warrants to represent the right
to purchase such number of shares as shall be designated by the holder hereof at
the time of such surrender.

    


    7.            The
Corporation will transmit to the holder of this Warrant such information,
documents and reports as are generally distributed to shareholders of the
Corporation concurrently with the distribution thereof to such
shareholders.

    


    8. Notices to be given to the holder of
this Warrant shall be deemed to have been sufficiently given if delivered or
mailed, addressed in the name and at the address of such holder appearing in the
records of the Corporation, and if mailed, sent first class registered or
certified mail, postage prepaid.  The address of the Corporation is
180 Marcus Boulevard, Hauppauge, New York 11788, and the Corporation shall give
written notice of any change of address to the holder hereof.

    


    IN WITNESS WHEREOF, the Corporation has
caused this Warrant to be executed by the signature of its Senior Vice
President/Chief Financial Officer and its seal affixed and attested by its
Secretary.

    


    Dated:
September 14, 2009

    AUDIOVOX
CORPORATION

    


    


    By: /s/Charles M.
Stoehr                                                                           

    Charles
M. Stoehr

    Senior VP
and Chief Financial Officer

    [Corporate
Seal]

    ATTEST:                                                                                                                     

    


    


    /s/Chris Lis
Johnson                                           

    Chris Lis
Johnson

    Secretary


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    These
securities may not be publicly offered or sold unless at the time of such offer
or sale, the person making such offer of sale delivers a prospectus meeting the
requirements of the Securities Act of 1933 forming a part of a registration
statement, or post-effective amendment thereto, which is effective under said
act, or unless in the opinion of counsel to the Corporation, such offer and sale
is exempt from the provisions of Section 5 of said Act.

    


    


    W A R R A N
T

    


    


    For the
Purchase of Class A Common Stock

    Par Value
$.01 per Share of

    


    


    AUDIOVOX
CORPORATION

    


    (Incorporated
under the Laws of the State of Delaware)

    


    


    VOID
AFTER 5 P.M. November 30, 2012

    


    


    
      	
              No.1

            	
              Warrant
      to Purchase

            


    

    1,250
Shares

    


    


    THIS IS TO CERTIFY that on or
after November 30, 2009, for value received, DIANNE M. CAMELO (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on November 30, 2012, but not thereafter, to purchase the
number of shares set forth above of Class A Common Stock, par value $.01 per
share (the “Common Stock”), of AUDIOVOX CORPORATION, a Delaware corporation (the
“Corporation”), from the Corporation at a purchase price per share of $6.37 if
and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant remains in force, subject in all cases to adjustment as
provided in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the purchase price
of each share purchased either in cash or by certified or bank cashier’s check
payable to the order of the Corporation.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    


    1. The Corporation covenants and agrees
that all shares may be delivered upon the exercise of this Warrant and will,
upon delivery, be fully paid and non-assessable, and, without limiting the
generality of the foregoing, the Corporation covenants and agrees that it will
from time to time take all such action as may be requisite to assure that the
par value per share of the Common Stock is at all times equal to or less than
the then current Warrant purchase price per share of the Common Stock issuable
upon exercise of this Warrant.

    


    2. The rights represented by this Warrant
are exercisable at the option of the holder hereof in whole at any time, or in
part from time to time, within the period above specified at the prices
specified in Section 1 hereof. In case of the purchase of less than all the
shares as to which this Warrant is exercisable, the Corporation shall cancel
this Warrant upon the surrender hereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares purchasable
hereunder.

    


    3. The price per share at which shares of
Common Stock may be purchased hereunder, and the number of such shares to be
purchased upon exercise hereof, are subject to change or adjustment as
follows:

    


    a. In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part, and in force, effect a
recapitalization of such character that the shares of Common Stock purchasable
hereunder shall be changed into or become exchangeable for a larger or smaller
number of shares, then, after the date of record for effecting such
recapitalization, the number of shares of Common Stock which the holder hereof
shall be entitled to purchase hereunder shall be increased or decreased, as the
case may be, in direct proportion to the increase or decrease in the number of
shares of Common Stock by reason of such recapitalization, and the purchase
price hereunder per share of such recapitalized Common Stock shall, in the case
of an increase in the number of such shares, be proportionately reduced, and in
the case of a decrease in the number of such shares, shall be proportionately
increased.  For the purpose of this subsection (a), a stock dividend,
stock split-up or reverse split shall be considered as a recapitalization and as
an exchange for a larger or smaller number of shares, as the case may
be.

    


    b. In the case of any consolidation of the
Corporation with, or merger of the Corporation into, any other corporation, or
in case of any sale or conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete liquidation of the
Corporation, then, as a condition of such consolidation, merger or sale or
conveyance, adequate provision shall be made whereby the holder hereof shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of shares of Common
Stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock or securities as may be
issued in connection with such consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding shares of Common Stock
immediately therefore purchasable and receivable upon the exercise of the rights
represented hereby had such consolidation, merger or sale or conveyance not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of the holder of this Warrant to the end
that the provisions hereof shall be applicable as nearly as may be in relation
to any shares of stock or securities thereafter deliverable upon the exercise
hereof.

    


    c. In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part, and in force, issue
(otherwise then by stock dividend or stock split-up or reverse split) or sell
shares of its Common Stock (hereinafter referred to as “Additional Shares”) for
a consideration per share (before deduction of expenses or commissions or
underwriting discounts or allowances in connection therewith) less than the
purchase price hereunder per share, then, after the date of such issuance or
sale, the purchase price hereunder per share shall be reduced to a price
determined by dividing (1) an amount equal to (A) the total number of shares of
Common Stock outstanding immediately prior to the time of such issuance or sale
multiplied by such purchase price hereunder per share, plus (B) the
consideration (before deduction of expenses or commissions or underwriting
discounts or allowances in connection therewith), if any, received by the
Corporation upon such issuance or sale, by (2) the total number of shares of
Common Stock outstanding after the date of the issuance or sale of such
Additional Shares.  The number of shares of Common Stock which the
holder hereof shall be entitled to purchase hereunder at each such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder per share before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment, and dividing the product so obtained
by such adjusted purchase price per share; provided, however, that no such
adjustment of the purchase price hereunder per share or the number of shares for
which this Warrant may be exercised shall be made upon the issuance or sale by
the Corporation of Additional Shares (i) reserved for issuance upon exercise
of  Stock Options or as restricted stock under the Corporation’s
employee stock plans; or(ii) in connection with the acquisition of businesses,
business entities or parts thereof and/or their assets, whether tangible or
intangible.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    


    d. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, issue or
grant any rights to subscribe for or to purchase, or any option (other than the
employee stock plans and business related acquisitions referred to in subsection
(C) above) for the purchase of (i) Common Stock or (ii) any indebtedness or
shares of stock convertible into or exchangeable for Common Stock (indebtedness
or shares of stock convertible into or exchangeable for Common Stock being
hereinafter referred to as “Convertible Securities”), or issue or sell
Convertible Securities and the price per share for which Common Stock is
issuable upon the exercise of such rights or options or upon conversion or
exchange of such Convertible Securities at the time such Convertible Securities
first become convertible or exchangeable (determined by dividing (1) in the case
of an issuance or grant of any such rights or options, the total amount, if any,
received or receivable by the Corporation as consideration for the issuance or
grant of such rights or options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of such rights or
options, plus, in the case of such Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, or (2) in the
case of an issuance or sale of Convertible Securities other than where the same
are issuable upon the exercise of any such rights or options, the total amount,
if any, received or receivable by the Corporation as consideration for the
issuance or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, by, in either
such case, (3) the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon the conversion or exchange of
such Convertible Securities at the time such Convertible Securities first become
convertible or exchangeable) shall be less than the purchase price hereunder per
share, then the total maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon conversion or exchange of the total
maximum amount of such Convertible Securities at the time such Convertible
Securities first become convertible or exchangeable, shall (as of the date of
the issuance or grant of such rights or options or, in the case of the issuance
or sale of Convertible Securities other than where the same are issuable upon
the exercise of rights or options, as of the date of such issuance or sale) be
deemed to be outstanding and to have been issued for said price per share;
provided that (i) no further adjustment of the purchase price shall be made upon
the actual issuance of such Common Stock upon the exercise of such rights or
options or upon the conversion or exchange of such Convertible Securities or
upon the actual issuance of Convertible Securities where the same are issuable
upon the exercise of such rights or options, and (ii) rights or options issued
or granted pro rata to shareholders without consideration and Convertible
Securities issuable by way of dividend or other distribution to shareholders
shall be deemed to have been issued or granted at the close of business on the
date fixed for the determination of shareholders entitled to such rights,
options or Convertible Securities and shall be deemed to have been issued
without consideration; and (iii) if, in any case, the total maximum number of
shares of Common Stock issued upon exercise of such rights or options or upon
conversion or exchange of such Convertible Securities is not, in fact, issued
and the right to exercise such right or option or to convert or exchange such
Convertible Securities shall have expired or terminated, then, and in any such
event, the purchase price, as adjusted, shall be appropriately readjusted at the
time of such expiration or termination.   In such case, each
purchase price hereunder per share which is greater than the price per share for
which Common Stock is issuable upon conversion or exchange of such rights or
options or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or exchangeable, as
determined above in this subsection (d), shall thereupon be reduced to a price
determined by dividing (1) an amount equal to (a) the total number of shares of
Common Stock outstanding immediately prior to the time of the issuance or grant
of such rights or options or the issuance or sale of such Convertible Securities
multiplied by such purchase price hereunder per share, plus (b) the total
amount,  if any, received or receivable by the Corporation as
consideration for such issuance or grant or such issuance or sale, plus the
additional amounts referred to and more fully set forth in clauses (1) and (2)
of the  parenthetical material above in this subsection (d), whichever
clause and whichever additional amounts may be applicable, by (2) the total
number of shares of Common Stock outstanding after the date of such issuance or
grant or such issuance or sale.  The number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder at such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder, per share, before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment and dividing the product so obtained
by such adjusted purchase  price per share.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    


    e. For the purpose of subsections (c) and
(d) above, in case the Corporation shall issue or sell Additional Shares, issue
or grant any rights to subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible Securities, or issue or sell
Convertible Securities for a consideration part of which shall be other than
cash, the amount of the consideration received by the Corporation therefor shall
be deemed to be the cash proceeds, if any, received by the Corporation plus the
fair value of the consideration other than cash as determined by the Board of
Directors of the Corporation in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses paid or incurred by the
Corporation for any underwriting of, or otherwise in connection with, such
issuance, grant or sale.

    


    f. Subject to the provisions of subsection
(g) below, in case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, make any distribution of its
assets to holders of Common Stock as a partial liquidating dividend, by way of
return of capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, the holder hereof shall be entitled,
upon exercise of this Warrant and purchase of any or all of the shares of Common
Stock subject hereto, to receive the amount of such assets (or at the option of
the Corporation, a sum equal to the value thereof at the time of such
distribution to holders of Common Stock as such value is determined by the Board
of Directors of the Corporation in good faith) which would have been payable to
such holder had he been the holder of record of such shares of Common Stock on
the record date for the determination of shareholders entitled to such
distribution.

    


    g. Except as otherwise provided in
subsection (b) above, in the case of any sale or conveyance of all or
substantially all of the assets of the Corporation in connection with a plan of
complete liquidation of the Corporation, in the case of the dissolution,
liquidation or winding up of the Corporation, all rights under this Warrant
shall terminate on a date fixed by the Corporation, such date so fixed to be not
earlier than the date of the commencement of the proceedings for such
dissolution, liquidation or winding up and not later than thirty (30) days after
such commencement date.  Notice of such termination of purchase rights
shall be given to the registered holder hereof, as the same shall appear on the
books of the Corporation, at least thirty (30) days prior to such termination
date.

    


    h. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, offer to the
holders of Common Stock any rights to subscribe for additional shares of stock
of the Corporation, then the Corporation shall give written notice thereof to
the registered holder hereof not less than thirty (30) days prior to the date on
which the books of the Corporation are closed or a record date fixed for the
determination of shareholders entitled to such subscription rights. Such notice
shall specify the date as to which the books shall be closed or the record date
fixed with respect to such offer or subscription, and the right of the holder
hereof to participate in such offer or subscription shall terminate if this
Warrant shall not be exercised on or before the date of such closing of the
books or such record date.

    


    i. Any adjustment pursuant to the
foregoing provisions shall be made on the basis of the number of shares of
Common Stock which the holder hereof would have been entitled to acquire by
exercise of this Warrant immediately prior to the event giving rise to such
adjustment and, as to the purchase price hereunder per share, whether or not in
effect immediately prior to the time of such adjustment, on the basis of such
purchase price immediately prior to the event giving rise to such
adjustment.  Whenever any such adjustment is required to be made, the
Corporation shall forthwith determine the new number of shares of Common Stock
which the holder shall be entitled to purchase hereunder and/or such new
purchase price per share, and shall prepare, retain on file and transmit to the
holder hereof within ten (10) days after such preparation a statement describing
in reasonable detail the method used in calculating such
adjustment(s).

    


    j. For the purposes of this Section 3, the
term “Common Stock” shall include all shares of capital stock authorized by the
Corporation’s Certificate of Incorporation, as from time to time amended, which
are not limited to a fixed sum or percentage of par value in respect of the
right of the holders thereof to participate in dividends or in the distribution
of assets upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation.

    


    4. The Corporation agrees at all times to
reserve or hold available a sufficient number of shares of Common Stock to cover
the number of shares issuable upon the exercise of this and all other Warrants
of the same class.

    


    5. This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a shareholder of the
Corporation, or to any other rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until or unless, and except to the extent that, this Warrant shall be
exercised.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    


    6. This Warrant is exchangeable upon the
surrender hereof by the holder hereof to the Corporation for new Warrants of
like tenor representing in the aggregate the right to purchase the number of
shares purchasable hereunder, each of such new Warrants to represent the right
to purchase such number of shares as shall be designated by the holder hereof at
the time of such surrender.

    


    7.            The
Corporation will transmit to the holder of this Warrant such information,
documents and reports as are generally distributed to shareholders of the
Corporation concurrently with the distribution thereof to such
shareholders.

    


    8. Notices to be given to the holder of
this Warrant shall be deemed to have been sufficiently given if delivered or
mailed, addressed in the name and at the address of such holder appearing in the
records of the Corporation, and if mailed, sent first class registered or
certified mail, postage prepaid.  The address of the Corporation is
180 Marcus Boulevard, Hauppauge, New York 11788, and the Corporation shall give
written notice of any change of address to the holder hereof.

    


    IN WITNESS WHEREOF, the Corporation has
caused this Warrant to be executed by the signature of its Senior Vice
President/Chief Financial Officer and its seal affixed and attested by its
Secretary.

    


    Dated:
September 14, 2009

    AUDIOVOX
CORPORATION

    


    


    By: /s/Charles M.
Stoehr                                                                           

    Charles
M. Stoehr

    Senior VP
and Chief Financial Officer

    [Corporate
Seal]

    ATTEST:                                                                                                                     

    


    


    /s/Chris Lis
Johnson                                           

    Chris Lis
Johnson

    Secretary


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    These
securities may not be publicly offered or sold unless at the time of such offer
or sale, the person making such offer of sale delivers a prospectus meeting the
requirements of the Securities Act of 1933 forming a part of a registration
statement, or post-effective amendment thereto, which is effective under said
act, or unless in the opinion of counsel to the Corporation, such offer and sale
is exempt from the provisions of Section 5 of said Act.

    


    


    W A R R A N
T

    


    


    For the
Purchase of Class A Common Stock

    Par Value
$.01 per Share of

    


    


    AUDIOVOX
CORPORATION

     
 

    (Incorporated
under the Laws of the State of Delaware)

    


    


    VOID
AFTER 5 P.M. November 30, 2013

    


    


    
      	
              No.1

            	
              Warrant
      to Purchase

            


    

    1,250
Shares

    


    


    THIS IS TO CERTIFY that on or
after November 30, 2010, for value received, DIANNE M. CAMELO (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on November 30, 2013, but not thereafter, to purchase the
number of shares set forth above of Class A Common Stock, par value $.01 per
share (the “Common Stock”), of AUDIOVOX CORPORATION, a Delaware corporation (the
“Corporation”), from the Corporation at a purchase price per share of $6.37 if
and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant remains in force, subject in all cases to adjustment as
provided in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the purchase price
of each share purchased either in cash or by certified or bank cashier’s check
payable to the order of the Corporation.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    


    1. The Corporation covenants and agrees
that all shares may be delivered upon the exercise of this Warrant and will,
upon delivery, be fully paid and non-assessable, and, without limiting the
generality of the foregoing, the Corporation covenants and agrees that it will
from time to time take all such action as may be requisite to assure that the
par value per share of the Common Stock is at all times equal to or less than
the then current Warrant purchase price per share of the Common Stock issuable
upon exercise of this Warrant.

    


    2. The rights represented by this Warrant
are exercisable at the option of the holder hereof in whole at any time, or in
part from time to time, within the period above specified at the prices
specified in Section 1 hereof. In case of the purchase of less than all the
shares as to which this Warrant is exercisable, the Corporation shall cancel
this Warrant upon the surrender hereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares purchasable
hereunder.

    


    3. The price per share at which shares of
Common Stock may be purchased hereunder, and the number of such shares to be
purchased upon exercise hereof, are subject to change or adjustment as
follows:

    


    a.            In
case the Corporation shall, while this Warrant remains unexercised, in whole or
in part, and in force, effect a recapitalization of such character that the
shares of Common Stock purchasable hereunder shall be changed into or become
exchangeable for a larger or smaller number of shares, then, after the date of
record for effecting such recapitalization, the number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder shall be
increased or decreased, as the case may be, in direct proportion to the increase
or decrease in the number of shares of Common Stock by reason of such
recapitalization, and the purchase price hereunder per share of such
recapitalized Common Stock shall, in the case of an increase in the number of
such shares, be proportionately reduced, and in the case of a decrease in the
number of such shares, shall be proportionately increased.  For the
purpose of this subsection (a), a stock dividend, stock split-up or reverse
split shall be considered as a recapitalization and as an exchange for a larger
or smaller number of shares, as the case may be.

    


    b. In the case of any consolidation of the
Corporation with, or merger of the Corporation into, any other corporation, or
in case of any sale or conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete liquidation of the
Corporation, then, as a condition of such consolidation, merger or sale or
conveyance, adequate provision shall be made whereby the holder hereof shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of shares of Common
Stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock or securities as may be
issued in connection with such consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding shares of Common Stock
immediately therefore purchasable and receivable upon the exercise of the rights
represented hereby had such consolidation, merger or sale or conveyance not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of the holder of this Warrant to the end
that the provisions hereof shall be applicable as nearly as may be in relation
to any shares of stock or securities thereafter deliverable upon the exercise
hereof.

    


    c. In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part, and in force, issue
(otherwise then by stock dividend or stock split-up or reverse split) or sell
shares of its Common Stock (hereinafter referred to as “Additional Shares”) for
a consideration per share (before deduction of expenses or commissions or
underwriting discounts or allowances in connection therewith) less than the
purchase price hereunder per share, then, after the date of such issuance or
sale, the purchase price hereunder per share shall be reduced to a price
determined by dividing (1) an amount equal to (A) the total number of shares of
Common Stock outstanding immediately prior to the time of such issuance or sale
multiplied by such purchase price hereunder per share, plus (B) the
consideration (before deduction of expenses or commissions or underwriting
discounts or allowances in connection therewith), if any, received by the
Corporation upon such issuance or sale, by (2) the total number of shares of
Common Stock outstanding after the date of the issuance or sale of such
Additional Shares.  The number of shares of Common Stock which the
holder hereof shall be entitled to purchase hereunder at each such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder per share before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment, and dividing the product so obtained
by such adjusted purchase price per share; provided, however, that no such
adjustment of the purchase price hereunder per share or the number of shares for
which this Warrant may be exercised shall be made upon the issuance or sale by
the Corporation of Additional Shares (i) reserved for issuance upon exercise
of  Stock Options or as restricted stock under the Corporation’s
employee stock plans; or(ii) in connection with the acquisition of businesses,
business entities or parts thereof and/or their assets, whether tangible or
intangible.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    


    d. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, issue or
grant any rights to subscribe for or to purchase, or any option (other than the
employee stock plans and business related acquisitions referred to in subsection
(C) above) for the purchase of (i) Common Stock or (ii) any indebtedness or
shares of stock convertible into or exchangeable for Common Stock (indebtedness
or shares of stock convertible into or exchangeable for Common Stock being
hereinafter referred to as “Convertible Securities”), or issue or sell
Convertible Securities and the price per share for which Common Stock is
issuable upon the exercise of such rights or options or upon conversion or
exchange of such Convertible Securities at the time such Convertible Securities
first become convertible or exchangeable (determined by dividing (1) in the case
of an issuance or grant of any such rights or options, the total amount, if any,
received or receivable by the Corporation as consideration for the issuance or
grant of such rights or options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of such rights or
options, plus, in the case of such Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, or (2) in the
case of an issuance or sale of Convertible Securities other than where the same
are issuable upon the exercise of any such rights or options, the total amount,
if any, received or receivable by the Corporation as consideration for the
issuance or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, by, in either
such case, (3) the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon the conversion or exchange of
such Convertible Securities at the time such Convertible Securities first become
convertible or exchangeable) shall be less than the purchase price hereunder per
share, then the total maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon conversion or exchange of the total
maximum amount of such Convertible Securities at the time such Convertible
Securities first become convertible or exchangeable, shall (as of the date of
the issuance or grant of such rights or options or, in the case of the issuance
or sale of Convertible Securities other than where the same are issuable upon
the exercise of rights or options, as of the date of such issuance or sale) be
deemed to be outstanding and to have been issued for said price per share;
provided that (i) no further adjustment of the purchase price shall be made upon
the actual issuance of such Common Stock upon the exercise of such rights or
options or upon the conversion or exchange of such Convertible Securities or
upon the actual issuance of Convertible Securities where the same are issuable
upon the exercise of such rights or options, and (ii) rights or options issued
or granted pro rata to shareholders without consideration and Convertible
Securities issuable by way of dividend or other distribution to shareholders
shall be deemed to have been issued or granted at the close of business on the
date fixed for the determination of shareholders entitled to such rights,
options or Convertible Securities and shall be deemed to have been issued
without consideration; and (iii) if, in any case, the total maximum number of
shares of Common Stock issued upon exercise of such rights or options or upon
conversion or exchange of such Convertible Securities is not, in fact, issued
and the right to exercise such right or option or to convert or exchange such
Convertible Securities shall have expired or terminated, then, and in any such
event, the purchase price, as adjusted, shall be appropriately readjusted at the
time of such expiration or termination.   In such case, each
purchase price hereunder per share which is greater than the price per share for
which Common Stock is issuable upon conversion or exchange of such rights or
options or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or exchangeable, as
determined above in this subsection (d), shall thereupon be reduced to a price
determined by dividing (1) an amount equal to (a) the total number of shares of
Common Stock outstanding immediately prior to the time of the issuance or grant
of such rights or options or the issuance or sale of such Convertible Securities
multiplied by such purchase price hereunder per share, plus (b) the total
amount,  if any, received or receivable by the Corporation as
consideration for such issuance or grant or such issuance or sale, plus the
additional amounts referred to and more fully set forth in clauses (1) and (2)
of the  parenthetical material above in this subsection (d), whichever
clause and whichever additional amounts may be applicable, by (2) the total
number of shares of Common Stock outstanding after the date of such issuance or
grant or such issuance or sale.  The number of shares of Common Stock
which the holder hereof shall be entitled to purchase hereunder at such adjusted
purchase price per share, at the time such adjusted purchase price per share
shall be in effect, shall be the number of whole shares of Common Stock obtained
by multiplying such purchase price hereunder, per share, before such adjustment,
by the number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment and dividing the product so obtained
by such adjusted purchase  price per share.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    


    e. For the purpose of subsections (c) and
(d) above, in case the Corporation shall issue or sell Additional Shares, issue
or grant any rights to subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible Securities, or issue or sell
Convertible Securities for a consideration part of which shall be other than
cash, the amount of the consideration received by the Corporation therefor shall
be deemed to be the cash proceeds, if any, received by the Corporation plus the
fair value of the consideration other than cash as determined by the Board of
Directors of the Corporation in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses paid or incurred by the
Corporation for any underwriting of, or otherwise in connection with, such
issuance, grant or sale.

    


    f. Subject to the provisions of subsection
(g) below, in case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, make any distribution of its
assets to holders of Common Stock as a partial liquidating dividend, by way of
return of capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, the holder hereof shall be entitled,
upon exercise of this Warrant and purchase of any or all of the shares of Common
Stock subject hereto, to receive the amount of such assets (or at the option of
the Corporation, a sum equal to the value thereof at the time of such
distribution to holders of Common Stock as such value is determined by the Board
of Directors of the Corporation in good faith) which would have been payable to
such holder had he been the holder of record of such shares of Common Stock on
the record date for the determination of shareholders entitled to such
distribution.

    


    g. Except as otherwise provided in
subsection (b) above, in the case of any sale or conveyance of all or
substantially all of the assets of the Corporation in connection with a plan of
complete liquidation of the Corporation, in the case of the dissolution,
liquidation or winding up of the Corporation, all rights under this Warrant
shall terminate on a date fixed by the Corporation, such date so fixed to be not
earlier than the date of the commencement of the proceedings for such
dissolution, liquidation or winding up and not later than thirty (30) days after
such commencement date.  Notice of such termination of purchase rights
shall be given to the registered holder hereof, as the same shall appear on the
books of the Corporation, at least thirty (30) days prior to such termination
date.

    


    h. In case the Corporation shall, while
this Warrant remains unexercised in whole or in part, and in force, offer to the
holders of Common Stock any rights to subscribe for additional shares of stock
of the Corporation, then the Corporation shall give written notice thereof to
the registered holder hereof not less than thirty (30) days prior to the date on
which the books of the Corporation are closed or a record date fixed for the
determination of shareholders entitled to such subscription rights. Such notice
shall specify the date as to which the books shall be closed or the record date
fixed with respect to such offer or subscription, and the right of the holder
hereof to participate in such offer or subscription shall terminate if this
Warrant shall not be exercised on or before the date of such closing of the
books or such record date.

    


    i. Any adjustment pursuant to the
foregoing provisions shall be made on the basis of the number of shares of
Common Stock which the holder hereof would have been entitled to acquire by
exercise of this Warrant immediately prior to the event giving rise to such
adjustment and, as to the purchase price hereunder per share, whether or not in
effect immediately prior to the time of such adjustment, on the basis of such
purchase price immediately prior to the event giving rise to such
adjustment.  Whenever any such adjustment is required to be made, the
Corporation shall forthwith determine the new number of shares of Common Stock
which the holder shall be entitled to purchase hereunder and/or such new
purchase price per share, and shall prepare, retain on file and transmit to the
holder hereof within ten (10) days after such preparation a statement describing
in reasonable detail the method used in calculating such
adjustment(s).

    


    j. For the purposes of this Section 3, the
term “Common Stock” shall include all shares of capital stock authorized by the
Corporation’s Certificate of Incorporation, as from time to time amended, which
are not limited to a fixed sum or percentage of par value in respect of the
right of the holders thereof to participate in dividends or in the distribution
of assets upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation.

    


    4. The Corporation agrees at all times to
reserve or hold available a sufficient number of shares of Common Stock to cover
the number of shares issuable upon the exercise of this and all other Warrants
of the same class.

    


    5. This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a shareholder of the
Corporation, or to any other rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until or unless, and except to the extent that, this Warrant shall be
exercised.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    


    6. This Warrant is exchangeable upon the
surrender hereof by the holder hereof to the Corporation for new Warrants of
like tenor representing in the aggregate the right to purchase the number of
shares purchasable hereunder, each of such new Warrants to represent the right
to purchase such number of shares as shall be designated by the holder hereof at
the time of such surrender.

    


    7.            The
Corporation will transmit to the holder of this Warrant such information,
documents and reports as are generally distributed to shareholders of the
Corporation concurrently with the distribution thereof to such
shareholders.

    


    8. Notices to be given to the holder of
this Warrant shall be deemed to have been sufficiently given if delivered or
mailed, addressed in the name and at the address of such holder appearing in the
records of the Corporation, and if mailed, sent first class registered or
certified mail, postage prepaid.  The address of the Corporation is
180 Marcus Boulevard, Hauppauge, New York 11788, and the Corporation shall give
written notice of any change of address to the holder hereof.

    


    IN WITNESS WHEREOF, the Corporation has
caused this Warrant to be executed by the signature of its Senior Vice
President/Chief Financial Officer and its seal affixed and attested by its
Secretary.

    


    Dated:
September 14, 2009

    AUDIOVOX
CORPORATION

    


    


    By: /s/Charles M.
Stoehr                                                                           

    Charles
M. Stoehr

    Senior VP
and Chief Financial Officer

    [Corporate
Seal]

    ATTEST:                                                                                                                     

    


    


    /s/Chris Lis
Johnson

    Chris Lis
Johnson

    Secretary


    
      
         


      

      
        30