Exhibit
10.5


 


AMENDED AND RESTATED


 


SECURITYHOLDERS AGREEMENT


 


DATED AS OF APRIL 21, 2010


 


Among


 


DYNAVOX INC.,


 


DYNAVOX SYSTEMS HOLDINGS LLC


 


AND


 


THE SECURITYHOLDERS PARTY HERETO


 

















 


Table of Contents


 


 


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE PARTIES

  	
  1

  
	
   

  	
   

  
	
  1.1

  	
  Representations and
  Warranties of the Corporation and Holdings

  	
  1

  
	
  1.2

  	
  Representations and
  Warranties of the Securityholders

  	
  1

  
	
   

  	
   

  
	
  ARTICLE II VOTING AGREEMENTS

  	
  2

  
	
   

  	
   

  
	
  2.1

  	
  Election of Directors

  	
  2

  
	
  2.2

  	
  Other Voting Matters 

  	
  3

  
	
  2.3

  	
  Agreement of the
  Corporation and of Holdings 

  	
  3

  
	
  2.4

  	
  Termination of Voting
  Agreements 

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III VCOC MATTERS

  	
  4

  
	
   

  	
   

  
	
  3.1

  	
  VCOC Rights 

  	
  4

  
	
  3.2

  	
  Termination of VCOC Rights

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV TRANSFERS OF SECURITIES

  	
  5

  
	
   

  	
   

  
	
  4.1

  	
  Tag-Along Rights 

  	
  5

  
	
  4.2

  	
  Securities Act Compliance

  	
  8

  
	
  4.3

  	
  Certain Transferees Bound
  by Agreement

  	
  8

  
	
  4.4

  	
  Transfers in Violation of
  Agreement

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE V TAKE-ALONG RIGHTS ON APPROVED SALE

  	
  8

  
	
   

  	
   

  
	
  5.1

  	
  Take-Along Rights

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI AMENDMENT AND TERMINATION

  	
  10

  
	
   

  	
   

  
	
  6.1

  	
  Amendment and Waiver

  	
  10

  
	
  6.2

  	
  Termination of Agreement

  	
  10

  
	
  6.3

  	
  Termination as to a Party

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII MISCELLANEOUS

  	
  10

  
	
   

  	
   

  
	
  7.1

  	
  Certain Defined Terms

  	
  10

  
	
  7.2

  	
  Adjustments

  	
  14

  
	
  7.3

  	
  Legends

  	
  14

  
	
  7.4

  	
  Severability 

  	
  15

  
	
  7.5

  	
  Entire Agreement 

  	
  15

  
	
  7.6

  	
  Successors and Assigns;
  Certain Transferees Bound Hereby 

  	
  15

  
	
  7.7

  	
  Counterparts 

  	
  15

  



 


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  7.8

  	
  Remedies 

  	
  15

  
	
  7.9

  	
  Notices 

  	
  15

  
	
  7.10

  	
  Governing Law

  	
  17

  
	
  7.11

  	
  Descriptive Headings

  	
  17

  



 


ii

















 


AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT,
dated as of April 21, 2010 (this “Agreement”), by and among DynaVox
Inc., a Delaware corporation (the “Corporation”), DynaVox Systems
Holdings LLC, a Delaware limited liability company (“Holdings”), Vestar
Capital Partners IV, L.P., a Delaware limited partnership (“VCP IV”),
VCD Investors LLC, a Delaware limited liability company (“VCD Investors”
and, together with VCP IV, “Vestar”); Park Avenue Equity Partners, L.P.,
a Delaware limited partnership (“Park Avenue”) and each of the other
holders of securities that is or may become a party to this Agreement (each,
with the exception of Vestar Investors (as defined herein) and Park Avenue
Investors (as defined herein), an “Other Investor” and, collectively,
the “Other Investors” and, together with the Vestar Investors and the
Park Avenue Investors, the “Securityholders”).


 


WHEREAS, the parties hereto wish to amend and
restate the Securityholders Agreement, dated as of May 13, 2004 (the “Original
Securityholders Agreement”), by and among Holdings and the Securityholders
party thereto in its entirety as set forth herein;


 


NOW THEREFORE, in consideration of the mutual
covenants and agreements contained herein, the parties hereto, each intending
to be legally bound, agree that the Original Securityholders Agreement is
hereby amended and restated in its entirety, and further agree as follows:


 


ARTICLE I  

REPRESENTATIONS AND WARRANTIES 

OF THE PARTIES


 


1.1           Representations and Warranties of
the Corporation and Holdings.  Each
of the Corporation and Holdings hereby represents and warrants to the
Securityholders that as of the date of this Agreement:


 


(a)           it is duly incorporated or formed, as
the case may be, validly existing and in good standing under the laws of the
State of Delaware, it has full power and authority to execute, deliver and
perform this Agreement and to consummate the transactions contemplated hereby,
and the execution, delivery and performance by it of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate or limited liability company action, as the case may
be;


 


(b)           this Agreement has been duly and
validly executed and delivered by it and constitutes its legal and binding
obligation, enforceable against it in accordance with its terms; and


 


(c)           the execution, delivery and
performance by it of this Agreement will not, with or without the giving of
notice or lapse of time, or both (i) violate any provision of law,
statute, rule or regulation to which it is subject, (ii) violate any
order, judgment or decree applicable to it or (iii) conflict with, or
result in a breach or default under, any term or condition of its
organizational documents or any agreement or instrument to which it is a party
or by which it is bound.


 


1.2           Representations and Warranties of
the Securityholders.  Each
Securityholder (as to himself or herself or itself only) represents and
warrants to the Corporation, 


 

















 


Holdings and the other Securityholders that, as of the
time such Securityholder becomes a party to this Agreement:


 


(a)           this Agreement (or the separate
joinder agreement executed by such Securityholder) has been duly and validly
executed and delivered by such Securityholder, and this Agreement constitutes a
legal and binding obligation of such Securityholder, enforceable against such
Securityholder in accordance with its terms; and


 


(b)           the execution and delivery by such
Securityholder of this Agreement (or the separate joinder agreement executed by
such Securityholder), and the performance by such Securityholder of this
Agreement will not, with or without the giving of notice or lapse of time, or
both, (i) violate any provision of law, statute, rule or regulation
to which such Securityholder is subject, (ii) violate any order, judgment
or decree applicable to such Securityholder or (iii) conflict with, or
result in a breach or default under, any term or condition of any agreement or
other instrument to which such Securityholder is a party or by which such
Securityholder is bound.


 


ARTICLE II

VOTING AGREEMENTS


 


2.1           Election of Directors.  (a)    Each
Securityholder hereby agrees that such Securityholder will vote, or cause to be
voted, all Voting Securities over which such Securityholder has the power to
vote or direct the voting, and will take all other necessary or desirable
actions within such Securityholder’s control, to cause the authorized number of
directors of the Corporation to be at least five, and to elect or cause to be
elected to the board of directors of the Corporation and cause to be continued
in office:


 


(i)            one (1) director who shall be
the chief executive officer of the Corporation (the “Management Director”);
and


 


(ii)           for so long as Vestar and its
Affiliates continue to hold Voting Securities representing at least 10% of the
total voting power of all the then outstanding Voting Securities, voting as a
single class, all of the remaining directors shall be designated by the Vestar
Majority Holders (the “Vestar Directors”).


 


(b)           Each Securityholder hereby agrees
that, if at any time the Vestar Majority Holders shall notify such
Securityholder of their desire to remove, with or without cause, any individual
from the board of directors of the Corporation for which the Vestar Majority
Holders have designation rights pursuant to paragraph (a) above at such
time, such Securityholder will vote, or cause to be voted, all Voting
Securities over which they have the power to vote or direct the voting, and
shall take all such other actions promptly as shall be necessary or desirable
to cause the removal of such director.


 


2














 


(c)           Each Securityholder hereby agrees that, if at any time any
Vestar Director ceases to serve on the board of directors of the Corporation
(whether due to resignation, removal or otherwise), the Vestar Majority Holders
shall be entitled to designate a successor director to fill the vacancy created
thereby on the terms and subject to the conditions of paragraph (a) above.  Each Securityholder hereby agrees to vote, or
cause to be voted, all Voting Securities over which such Securityholder has the
power to vote or direct the voting, and shall take all such other actions as
shall be necessary or desirable, to cause the designated successor to be
elected to fill such vacancy.


 


(d)           The Corporation hereby agrees that it will take all
necessary and desirable actions within its control to cause the election and
continuation in office of the directors designated in accordance with the
foregoing provisions of this Section 2.1.


 


2.2           Other Voting Matters.  Each
Securityholder hereby agrees that such Securityholder will vote, or cause to be
voted, all Voting Securities or limited liability company interests of Holdings
(“Holdings Interests”) over which such party has the power to vote or
direct the voting, either in person or by proxy, whether at a meeting of
stockholders or of members, or by written consent, in the manner in which
Vestar directs in connection with (i) the approval of any amendment or
amendments to the organizational documents of the Corporation or of Holdings, (ii) the
merger, security exchange, combination or consolidation of the Corporation or
of Holdings with any other Person or Persons, (iii) the sale, lease or
exchange of all or substantially all of the property and assets of the
Corporation or of Holdings and/or (iv) the reorganization, recapitalization,
liquidation, dissolution or winding-up of the Corporation or of Holdings;
provided, that no Securityholder shall have any obligation to vote in favor of
any such matter which (A) has a material and adverse effect upon such
Securityholder which is disproportionate to the effect of such action upon
Vestar, (B) constitutes the approval of a Sale of DynaVox or an action
which is in contemplation of, or otherwise a condition to the consummation of,
a Sale of DynaVox unless the conditions set forth in Section 5.1(b) are
satisfied in connection with such Sale of DynaVox or (C) any action which
requires the approval of such Securityholder pursuant to Section 9.4 of
the Holdings LLC Agreement.


 


2.3           Agreement of the Corporation and of Holdings.  Each of the Corporation and Holdings hereby
agrees that it will take all necessary and desirable actions within its control
to cause the matters addressed by Section 2.2 to be carried out in
accordance with the provisions thereof. 
Without limiting the foregoing, the Secretary of each of the Corporation
and of Holdings or, if there be no Secretary, such other officer or employee of
the Corporation of or Holdings as may be fulfilling the duties of the
Secretary, shall not record any vote or consent or other action contrary to the
terms of this Article II.


 


2.4           Termination of Certain Provisions.   The provisions of each of this Article II,
Section 4.1 and Section 5.1
shall terminate and cease to be of any further force and effect at such time as
the Securityholders, collectively, cease to beneficially own Voting Securities
representing at least 25% of the total voting power of all the then outstanding
Voting Securities, voting as a single class.


 


3

















 


ARTICLE III


VCOC MATTERS


 


3.1   VCOC Rights.


 


Each of the Corporation and Holdings hereby agrees
that, subject to any contractual obligations of confidentiality, reasonable
restrictions on the use and disclosure of such information and the Corporation’s
and Holdings’ right to limit such disclosure to comply with applicable
securities laws and fiduciary duties, it shall, with respect to each
Securityholder and, at the request of the Securityholder, each Affiliate
thereof that indirectly has an interest in the Corporation or Holdings through
such Securityholder, in each case that is intended to qualify as a “venture
capital operating company” within the meaning of 29 C.F.R. § 2510.3-101(d) (each,
a “VCOC Investor”):


 


(a)           Provide each such VCOC Investor with:


 


(i)            during normal business hours
and upon reasonable advance notice in writing, but not more frequently than
once per quarter, the right to visit and inspect any of the offices and
properties of each of the Corporation and Holdings and inspect and copy the
books and records of each of the Corporation and Holdings;


 


(ii)           if requested in writing, as
soon as available and in any event within 45 days after the end of each of the
first three quarters of each fiscal year of the Corporation, consolidated
balance sheets of the Corporation and its Subsidiaries as of the end of such
period, and consolidated statements of income and cash flows of the Corporation
and its Subsidiaries for the period then ended;


 


(iii)          if requested in writing, as
soon as available and in any event within 120 days after the end of each fiscal
year of the Corporation, a consolidated balance sheet of the Corporation and
its Subsidiaries as of the end of such year, and consolidated statements of
income and cash flows of the Corporation and its Subsidiaries for the year then
ended; and


 


(iv)          if requested in writing, to
the extent it is required by law or pursuant to the terms of any of its
outstanding indebtedness to prepare such reports, any annual reports, quarterly
reports and other periodic reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended, actually prepared by it as
soon as available;


 


provided that, in each case, if the
Corporation or Holdings makes the information described in clauses (ii), (iii) or
(iv) of this paragraph 3.1(a) available through public filings on the
EDGAR system or any successor or replacement system of the SEC, the delivery of
the information shall be deemed satisfied by such public filings;


 


(b)           Make appropriate officers of each of the Corporation and
Holdings available periodically and at such times as reasonably requested in
writing by such VCOC Investor, but not more frequently than once per quarter,
for consultation with each such VCOC Investor or its authorized representative
with respect to matters relating to the business and


 


4

















 


affairs
of each of the Corporation and Holdings and their respective Subsidiaries (at
which meetings the other VCOC Investors who have similar rights under this Section 3.1
of the Agreement may be permitted to attend, at the Corporation’s and Holdings’
discretion); and


 


(c)           Consider, in good faith, the recommendations of each such
VCOC Investor or its authorized representative in connection with the matters
on which it is consulted as described above, it being understood that the
ultimate discretion with respect to such matters shall be retained by the
Corporation and its Subsidiaries.


 


In the
event a VCOC Investor is an Affiliate of a Securityholder as described in this Section 3.1,
such VCOC Investor shall be treated for purposes of this Section 3.1, as a
third party beneficiary hereunder.


 


3.2           Termination of VCOC Rights.  The provisions of this Article III shall
not apply, and shall terminate and cease to be of any further force and effect,
with respect to any VCOC Investor that (i) does not, directly or
indirectly, together with its Affiliates, hold or continue to hold Voting
Securities representing at least 5% of the total voting power of all the then
outstanding Voting Securities, voting as a single class or (ii) notifies
the Corporation and Holdings in writing that it has waived its rights under
this Article III.


 


ARTICLE IV


TRANSFERS OF SECURITIES


 


4.1           Tag-Along Rights.


 


(a)           Tag-Along Rights.  Prior to making any Transfer of Vestar
Securities (other than a Transfer described in Section 4.1(b)) any holder
of Vestar Securities proposing to make such a Transfer (for purposes of this Section 4.2,
a “Selling Holder”) shall give at least thirty (30) days’ prior written
notice to each holder of Park Avenue Securities or Other Investor Securities
(for purposes of this Section 4.1, each an “Other Holder”), to the
Corporation and to Holdings, which notice (for purposes of this Section 4.1,
the “Sale Notice”) shall identify the type and amount of Vestar
Securities to be sold (for purposes of this Section 4.1, the “Offered
Securities”), describe the terms and conditions of such proposed Transfer,
and identify each prospective Transferee. 
Any of the Other Holders may, within fifteen (15) days of the receipt of
the Sale Notice, give written notice (each, a “Tag-Along Notice”) to the
Selling Holder that such Other Holder wishes to participate in such proposed
Transfer upon the terms and conditions set forth in the Sale Notice, which
Tag-Along Notice shall specify the Park Avenue Securities or Other Investor
Securities such Other Holder desires to include in such proposed Transfer;
provided, however, that (1) each Other Holder shall be required, as a
condition to being permitted to sell Park Avenue Securities or Other Investor
Securities pursuant to this Section 4.1(a) in connection with a Transfer
of Offered Securities, to elect to sell Park Avenue Securities or Other
Investor Securities of the same type and class and in the same relative
proportions as the Securities which comprise the Offered Securities, (2) no
Security that is at the time in question subject to vesting, forfeiture,
repurchase or similar provisions shall be entitled to be sold pursuant to this Section 4.1(a) except
to the extent that such vesting, forfeiture, repurchase or similar provisions
have lapsed prior thereto or will lapse in accordance with the terms thereof
upon the consummation of such transaction; and (3) to exercise its
tag-along rights


 


5

















 


hereunder,
each Other Holder must agree to make to the Transferee the same
representations, warranties, covenants (other than any non-competition
covenants), indemnities and agreements as the Selling Holder agrees to make in
connection with the Transfer of the Offered Securities (except that in the case
of representations and warranties pertaining specifically to, or covenants made
specifically by, the Selling Holder, the Other Holders shall make comparable
representations and warranties pertaining specifically to (and, as applicable,
covenants by) themselves), and must agree to bear his or its ratable share
(which may be joint and several but shall be based on the value of Securities
that are Transferred) of all liabilities to the Transferees arising out of
representations, warranties and covenants (other than those representations,
warranties and covenants that pertain specifically to a given Securityholder,
who shall bear all of the liability related thereto), indemnities or other agreements
made in connection with the Transfer. 
Each Securityholder will bear (x) its or his or her own costs of
any sale of Securities pursuant to this Section 4.1(a) and (y) its
or his or her pro-rata share (based upon the relative amount of Securities sold)
of the costs of any sale of Securities pursuant to this Section 4.1(a) (excluding
all amounts paid to any Securityholder or his or its Affiliates as a
transaction fee, broker’s fee, finder’s fee, advisory fee, success fee, or
other similar fee or charge related to the consummation of such sale) to the
extent such costs are incurred for the benefit of all Securityholders and are
not otherwise paid by the Transferee.


 


If none of the Other Holders gives the Selling
Holder a timely Tag-Along Notice with respect to the Transfer proposed in the
Sale Notice, then (notwithstanding the first sentence of this Section 4.1(a))
the Selling Holder may, subject to the terms and conditions of the Holdings LLC
Agreement and applicable law, Transfer such Offered Securities on the terms and
conditions set forth, and to or among any of the Transferees identified (or
Affiliates of Transferees identified), in the Sale Notice at any time within
ninety (90) days after expiration of the fifteen-day period for giving
Tag-Along Notices with respect to such Transfer.  Any such Offered Securities not Transferred
by the Selling Holder during such ninety-day period will again be subject to
the provisions of this Section 4.1(a) upon subsequent Transfer.  If one or more Other Holders give the Selling
Holder a timely Tag-Along Notice, then the Selling Holder shall use all
reasonable efforts to obtain the agreement of the prospective Transferee(s) to
the participation of the Other Holders in any contemplated Transfer, on the
same terms and conditions as are applicable to the Offered Securities, and no
Selling Holder shall transfer any of its Securities to any prospective
Transferee if such prospective Transferee(s) declines to allow the
participation of the Other Holders.  If
the prospective Transferee(s) is unwilling or unable to acquire all of the
Offered Securities specified in a timely Tag-Along Notice upon such terms, then
the Selling Holder may elect either to cancel such proposed Transfer or to
allocate the maximum number of each class of Securities that the prospective
Transferees are willing to purchase (the “Allocable Securities”) among the
Selling Holder and the Other Holders giving timely Tag-Along Notices as follows
(it being understood that the prospective Transferees shall be required to
purchase Securities of the same class on the same terms and conditions taking
into account the provisions of clause (1) of the first paragraph of this Section 4.1(a),
whether or not they are represented by voting trust certificates, and to
consummate such Transfer on those terms and conditions):


 


(i)            each participating
Securityholder (including the Selling Holder) shall be entitled to sell a
number of shares of each class of Securities (taking into account the
provisions of clause (1) of the first paragraph of this Section 4.1(a))
(not to exceed,


 


6

















 


for any Other Holder, the
number of shares of such class of Securities identified in such Other Holder’s
Tag-Along Notice) equal to the product of (A) the number of Allocable
Securities of such class of Securities and (B) a fraction, the numerator
of which is such Securityholder’s Ownership Percentage of such class of
Securities and the denominator of which is the aggregate Ownership Percentage
for all participating Securityholders of such class of Securities; and


 


(ii)           if after allocating the
Allocable Securities of any class of Securities to such Securityholders in
accordance with clause (i) above, there are any Allocable Securities of
such class that remain unallocated, then they shall be allocated (in one or
more successive allocations on the basis of the allocation method specified in
clause (i) above) among the Selling Holder and each such Other Holder that
has elected in its Tag-Along Notice to sell a greater number of shares of such
class of Securities than previously has been allocated to it pursuant to clause
(i) and this clause (ii) (all of whom (but no others) shall, for
purposes of clause (i) above, be deemed to be the participating
Securityholders) until all such Allocable Securities have been allocated in
accordance with this clause (ii).


 


(b)           Excluded Transfers.  The rights and restrictions contained in Section 4.1(a) shall
not apply with respect to any of the following Transfers of Securities:


 


(i)            any Transfer of Vestar
Securities in a Public Sale;


 


(ii)           any Transfer of Vestar
Securities to and among the members or partners of Vestar and the members,
partners, securityholders and employees of such partners (subject to compliance
with Sections 4.3 and 4.4 hereof);


 


(iii)          any Transfer of Vestar
Securities in accordance with Section 5.1;


 


(iv)          any Transfer of Vestar
Securities incidental to the exercise, conversion or exchange of such
securities in accordance with their terms or any reclassification or
combination of shares (including any reverse stock split);


 


(v)           any Transfer of Vestar
Securities to employees or directors of, or consultants to, any of the Holdings
and its Subsidiaries;


 


(vi)          any Transfer constituting an
Exempt Individual Transfer;


 


(vii)         any Transfer of Securities
pursuant to the Exchange Agreement; and


 


(viii)        any Transfer of Securities
to the Corporation, Holdings or any of the their respective Subsidiaries if
such Transfer is funded by the sale of Voting Securities by the Corporation,
Holding or any of their respective Subsidiaries.


 


(c)           Excluded Securities.  No Securityholder shall be entitled to
exercise any rights as an Other Holder under Section 4.1(a) with respect
to Securities that have been transferred by the Selling Holder or an Other
Holder in a Transfer pursuant to the provisions of


 


7

















 


Section 4.1(a)
(“Excluded Securities”), and no Excluded Securities held by a Selling
Holder or any Other Holder shall be counted in determining the respective
participation rights of such Holders in a Transfer subject to Section 4.1(a).


 


4.2           Securities Act Compliance  No Voting Securities may be Transferred by a
Securityholder (other than pursuant to an effective registration statement
under the Securities Act) unless such Securityholder first delivers to the
Corporation an opinion of counsel (which may be internal counsel), which
opinion and counsel shall be reasonably satisfactory to the Holdings, to the
effect that such Transfer is not required to be registered under the Securities
Act.  No Holdings Interests may be
Transferred by a Securityholder other than in compliance with the terms of the
Holdings LLC Agreement.


 


4.3           Certain Transferees Bound by
Agreement. Each Securityholder hereby agrees that it shall,
prior to any Transfer by such Securityholder of Securities that is not to be
made (a) pursuant to an offering registered under the Securities Act (a “Public
Offering”) , or to the public through a broker, dealer or market-maker
pursuant to Rule 144 promulgated thereunder (a “Rule 144 Sale”)
or (b) in a transaction that will result in the termination of this
Agreement, deliver to the Corporation and to Holdings a written agreement of
the proposed Transferee to become a Securityholder and to be bound by the terms
of this Agreement; provided that the foregoing agreement shall not apply in
respect of Transfers of Voting Securities and/or Holdings Interests to a
limited partner of Vestar (excluding any such limited partner who is an
employee either of the general partner of Vestar or an Affiliate of the general
partner of Vestar).  All Park Avenue
Securities and Other Investor Securities will continue to be Park Avenue
Securities or Other Investor Securities, as the case may be, in the hands of any
Transferee (other than the Corporation, Holdings or any of their Subsidiaries,
Vestar or any Transferee in a Public Sale). 
All Vestar Securities will continue to be Vestar Securities in the hands
of any Transferee (other than the Corporation, Holdings or any of their
Subsidiaries, Park Avenue, Other Investors or a Transferee in a Public Sale).


 


4.4           Transfers in Violation of
Agreement. Any Transfer or attempted Transfer of any
Securities in violation of any provision of this Agreement shall be void, and neither
the Corporation nor Holdings shall record any such Transfer on its books or
treat any purported transferee of such securities as the owner thereof for any
purpose.


 


ARTICLE V


TAKE-ALONG RIGHTS


ON APPROVED SALE


 


5.1           Take-Along Rights.


 


(a)           If Vestar elects to consummate, or to cause the Corporation
or Holdings to consummate, a transaction constituting a Sale of DynaVox, Vestar
shall notify the Corporation and Holdings and the other Securityholders in
writing of that election, the other Securityholders will consent to and raise
no objections to the proposed transaction, and the Securityholders and the
Corporation and Holdings will take all other actions reasonably necessary or
desirable to cause the consummation of such Sale of DynaVox on the terms proposed
by Vestar; provided, that no Securityholder shall be required to enter into any
non-compete or similar arrangement


 


8

















 


without
their actual consent.  Without limiting
the foregoing, (i) if the proposed Sale of DynaVox is structured as a sale
of assets or a merger or consolidation, or otherwise requires equityholder
approval, the Securityholders will vote or cause to be voted all Securities
that they hold or with respect to which such Securityholder has the power to
direct the voting and which are entitled to vote on such transaction in favor
of such transaction and will waive any appraisal rights which they may have in
connection therewith, and (ii) if the proposed Sale of DynaVox is
structured as or involves a sale or redemption of Securities, the
Securityholders will agree to sell their pro-rata share of the Securities being
sold in such Sale of DynaVox on the terms and conditions approved by Vestar,
and the Securityholders will execute any merger, asset purchase, security
purchase, recapitalization or other sale agreement approved by Vestar in
connection with such Sale of DynaVox.


 


(b)           The obligations of each of the Securityholders with respect
to the Sale of DynaVox are subject to the satisfaction of the following
conditions:


 


(i)            upon
the consummation of the Sale of DynaVox, all of the holders of a particular
class or series of Securities shall receive the same form and amount of
consideration per share, unit or amount of Securities, or if any holders of a
particular class or series of Securities are given an option as to the form and
amount of consideration to be received, all holders of such class or series
will be given the same option;


 


(ii)           such
Securityholder shall be  given the
ability to exercise his or its  rights
pursuant to the Exchange Agreement prior to the consummation of the Sale, and
to receive in connection with such Sale the consideration which would be
received on account of the Securities issuable pursuant to such exchange
pursuant to the Exchange Agreement;


 


(iii)          any
representations and warranties to be made by such Securityholder in connection
with the Sale of DynaVox shall be limited to representations and warranties
related to authority, ownership and the ability to convey title to such
Securities and no Securityholder shall be liable for the inaccuracy of any
representation or warranty made by any other Person in connection with the Sale
of DynaVox, other than representations and warranties by or in respect of the
Corporation and/or Holdings;


 


(iv)          the
liability for indemnification, if any, of such Securityholder in the Sale of
DynaVox and for the inaccuracy of any representations and warranties made by or
in respect of  the Corporation or
Holdings in connection with such Sale of DynaVox, is several and not joint with
any other Person (except to the extent that funds may be paid out of an escrow
established to cover breach), and is pro rata in proportion to the amount of
consideration paid to such Securityholder in connection with such Sale of
DynaVox;  and


 


(v)           the
liability for indemnification shall be limited to such Securityholder’s
applicable share (determined  based on
the respective proceeds payable to each Securityholder in connection with such
Sale of DynaVox) of a negotiated aggregate indemnification amount that applies
equally to all Securityholders but that in


 


9

















 


no event exceeds the amount of
consideration otherwise payable to such Securityholder in connection with such
Sale of DynaVox, except with respect to claims related to fraud or breaches of
representations or warranties by such Securityholder, the liability for which
need not be limited as to such Securityholder;


 


(c)           Each Securityholder will bear its or his pro-rata share
(based upon the relative amount of Securities sold) of the reasonable costs of
any sale of Securities pursuant to a Sale of DynaVox to the extent such costs
are incurred for the benefit of all Securityholders and are not otherwise paid
by the Corporation, Holdings or the acquiring party.  Costs incurred by or on behalf of a
Securityholder for its or his sole benefit will not be considered costs of the
transaction hereunder.  In the event that
any transaction that Vestar elects to consummate or cause to be consummated
pursuant to this Section 5.1 is not consummated for any reason, Holdings
will reimburse Vestar for all actual and reasonable expenses paid or incurred
by Vestar in connection therewith.


 


(d)           Notwithstanding any provision in this Agreement to the
contrary, Vestar and Park Avenue and/or their Affiliates shall be entitled to
be paid customary and reasonable fees by the Corporation and/or Holdings for
any investment banking services provided by them in connection with a Sale of
DynaVox.


 


ARTICLE VI


AMENDMENT AND TERMINATION


 


6.1   Amendment and Waiver.  Except as
otherwise provided herein, no modification, amendment or waiver of any
provision of this Agreement shall be effective against the Corporation,
Holdings or the Securityholders unless such modification, amendment or waiver
is approved in writing by each of the Corporation, Holdings, the Vestar
Majority Holders, the Park Avenue Majority Holders and the Other Investor
Majority Holders.  The failure of any
party to enforce any of the provisions of this Agreement shall in no way be
construed as a waiver of such provisions and shall not affect the right of such
party thereafter to enforce each and every provision of this Agreement in
accordance with its terms.


 


6.2           Termination of Agreement. 
This Agreement will terminate (a) with the written consent of the
Corporation, Holdings, the Vestar Majority Holders, the Park Avenue Majority
Holders and the Other Investor Majority Holders, (c) upon the dissolution,
liquidation or winding-up of the Corporation and Holdings or (c) upon the
consummation of a Sale of DynaVox.


 


6.3           Termination as to a Party. 
Any Person who ceases to hold any Voting Securities or Holdings
Interests shall cease to be a Securityholder and shall have no further rights
or obligations under this Agreement.


 


ARTICLE VII


MISCELLANEOUS


 


7.1           Certain Defined Terms.  As used in
this Agreement, the following terms shall have the meanings set forth or as
referenced below:


 


10

















 


“Affiliate” of any particular Person means
any other Person Controlling, Controlled by or under common Control with such
particular Person or, in the case of a natural Person, any other member of such
Person’s Family Group.


 


“Allocable Securities” has the meaning given
such term in Section 4.1(a).


 


“Control” (including, with correlative
meaning, all conjugations thereof) means with respect to any Person, the
ability of another Person to control or direct the actions or policies of such
first Person, whether by ownership of Voting Securities, by contract or
otherwise.


 


“Corporation” has the meaning given such term
in the preamble.


 


“Excluded Securities” has the meaning set
forth in Section 4.2(c).


 


“Exempt Individual Transfer” means a Transfer
of Vestar Securities held by a natural person (a) upon the death of the
holder pursuant to the applicable laws of descent and distribution, (b) solely
to or among such Person’s Family Group, or (c) to the Holdings incidental
to the exercise, conversion or exchange of such securities in accordance with
their terms, any combination of shares (including any reverse stock split) or
any recapitalization, reorganization or reclassification of, or any merger or
consolidation involving, the Holdings.


 


“Family Group” means, with respect to any
individual, such individual’s spouse and descendants (whether natural or
adopted) and any trust, partnership, limited liability company or similar
vehicle established and maintained solely for the benefit of (or the sole
members or partners of which are) such individual, such individual’s spouse
and/or such individual’s descendants.


 


“Holdings” has the meaning given such term in
the preamble.


 


“Holdings Interests” has the meaning given
such term in Section 2.2.


 


“Holdings LLC Agreement” means the Third
Amended and Restated Limited Liability Company Agreement of Holdings, dated on
or about the date hereof, as such agreement may be amended from time to time.


 


“Limited Partner” means a limited partner of
Vestar (excluding any such limited partner who is an employee either of the
general partner of Vestar or an Affiliate of the general partner of Vestar).


 


“Management Director” has the meaning given
such term in Section 2.1(a)(ii).


 


“Offered Securities” has the meaning given
such term in Section 4.1(a).


 


“Original Securityholders Agreement” has the
meaning given to such term in the recitals to this Agreement.


 


“Other Holder” has the meaning given to such
term in Section 4.1(a).


 


11

















 


“Other Investor” has the meaning given such
term in the preamble.


 


“Other Investor Majority Holders” means the
Other Investors holding a majority in voting power of all of the Voting
Securities held by Other Investors collectively.


 


“Other Investor Securities” means,
collectively, the Securities issued to the Other Investors.


 


“Ownership Percentage” means, for each
Securityholder and with respect to a type and class of Security, the percentage
obtained by dividing the number of units or shares of such Security held by
such Securityholder by the total number of units or shares of such Security
(other than Excluded Securities) outstanding.


 


“Park Avenue” has the meaning given such term
in the preamble.


 


“Park Avenue Director” has the meaning given
such term in Section 2.1(a)(i).


 


“Park Avenue Investors” means each of Park
Avenue and any Affiliate of Park Avenue that acquires Voting Securities or
Holdings Interests after the date hereof.


 


“Park Avenue Majority Holders” means the Park
Avenue Investors holding a majority in voting power of all of the Voting
Securities held by Park Avenue Investors collectively.


 


“Park Avenue Securities” means, collectively,
the Securities issued to Park Avenue Investors.


 


“Person” means an
individual, a partnership, a joint venture, a corporation, an association, a
joint stock company, a limited liability company, a trust, an unincorporated
organization or a government or any department or agency or political
subdivision thereof.


 


“Public Sale” means a sale of Securities
pursuant to a Public Offering (not including an offering made in connection
with a business acquisition or combination or an employee benefit plan) or a Rule 144
Sale.


 


“Rule 144 Sale” means a sale of
Securities to the public through a broker, dealer or market-maker pursuant to
the provisions of Rule 144 adopted under the Securities Act (or any
successor rule or regulation).


 


“Sale of DynaVox” means the consummation of a
transaction, other than any transaction with Vestar or its Affiliates, whether
in a single transaction or in a series of related transactions that are
consummated contemporaneously (or consummated pursuant to contemporaneous
agreements), with any other Person or Persons on an arm’s-length basis,
pursuant to which such party or parties acquire (whether by merger, stock
purchase, recapitalization, reorganization, redemption, issuance of capital
stock or otherwise), directly or indirectly, (a) more than 50% of (I) the
total voting power of all the then outstanding Voting Securities, voting as a
single class or (II) the Holdings Interests or (b) assets and
property


 


12

















 


constituting all or
substantially all of the assets and property of Holdings and its Subsidiaries
on a consolidated basis.


 


“Sale Notice” has the meaning given to such
term in Section 4.1(a).


 


“Securities” means, collectively, Voting
Securities and Holdings Interests.


 


“Securities Act” means the Securities Act of
1933, as amended from time to time.


 


“Securityholder” has the meaning given such
term in the preamble.


 


“Selling Holder” has the meaning given such
term in Section 4.1(a).


 


“Subsidiary” means any corporation, limited
liability company, partnership or other entity with respect to which another
specified entity has the power to vote or direct the voting of sufficient
securities to elect directors (or comparable authorized persons of such entity)
having a majority of the voting power of the board of directors (or comparable
governing body) of such entity.


 


“Tag-Along Notice” has the meaning given such
term in Section 4.1(a).


 


“Transfer” means (in
either the noun or the verb form, including with respect to the verb form, all
conjugations thereof within their correlative meanings) with respect to any
security, the gift, sale, assignment, transfer, pledge, hypothecation or other
disposition (whether for or without consideration, whether directly or
indirectly, and whether voluntary, involuntary or by operation of law) of such
Security or any interest therein.


 


“VCD Investors” has the meaning given such
term in the preamble.


 


“VCOC Investor” has the meaning given such
term in Section 3.1.


 


“VCP IV” has the meaning given such term in
the preamble.


 


“Vestar” has the meaning given such term in
the preamble.


 


“Vestar Directors” has the meaning given such
term in Section 2.1(a)(iii).


 


“Vestar Investors” means each of Vestar and
any Affiliate of Vestar that acquires Voting Securities or Holdings Interests
after the date hereof.


 


“Vestar Majority Holders” means the Vestar
Investors holding a majority in voting power of all of the Voting Securities
held by Vestar Investors collectively.


 


“Vestar Securities” means, collectively, the
Securities issued to the Vestar Investors.


 


“Voting Securities” means stock of the
Corporation entitled to vote generally in the election of directors.


 


13














 


7.2           Adjustments.


 


For the avoidance
of doubt, if there is any reclassification, reorganization, recapitalization or
other similar transaction in which “Voting Securities” or “Holdings Interests”
are converted or changed into another security or securities, this Agreement
shall continue to be applicable, mutatis mutandis,
with respect to such security or securities. 
This Agreement shall apply to, mutatis mutandis,
and all references to “Voting Securities” or “Holdings Interests” shall be
deemed to include, any security or securities which may be issued in respect
of, in exchange for or in substitution of Voting Securities or Holdings
Interests by reason of any distribution or dividend, split, reverse split,
combination, reclassification, reorganization, recapitalization, merger,
exchange or other transaction.


 


7.3           Legends.


 


(a)           Securityholders Agreement.  Each certificate or instrument, if any,
evidencing Voting Securities or Holdings Interests and each certificate or
instrument, if any, issued in exchange for or upon the Transfer of any such
securities (if such securities remain subject to this Agreement after such
Transfer) shall be stamped or otherwise imprinted with a legend (as
appropriately completed under the circumstances) in substantially the following
form:


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A CERTAIN AMENDED AND RESTATED SECURITYHOLDERS
AGREEMENT DATED AS OF APRIL 21, 2010 AMONG DYNAVOX INC., DYNAVOX SYSTEMS
HOLDINGS LLC AND THE SECURITYHOLDERS FROM TIME TO TIME PARTY THERETO AND, AS
SUCH, ARE SUBJECT TO CERTAIN VOTING PROVISIONS AND TRANSFER AND OTHER
RESTRICTIONS SET FORTH IN SUCH SECURITYHOLDERS AGREEMENT.  A COPY OF SUCH SECURITYHOLDERS AGREEMENT WILL
BE FURNISHED WITHOUT CHARGE BY DYNAVOX INC. OR DYNAVOX SYSTEMS HOLDINGS LLC TO
THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(b)           Restricted Securities.  Each instrument or certificate, if any,
evidencing Voting Securities or Holdings Interests and each instrument or
certificate, if any, issued in exchange or upon the Transfer of any such
securities shall, to the extent the Corporation shall in its sole discretion
determine, be stamped or otherwise imprinted with a legend substantially in the
following form:


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT
BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO


 


14

















 


THE CORPORATION SHALL HAVE BEEN DELIVERED TO
THE CORPORATION TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE
REGISTERED UNDER THE SECURITIES ACT).”


 


(c)           Removal of Legends.  Whenever in the opinion of the Corporation
and counsel reasonably satisfactory to the Corporation (which opinion shall be
delivered to the Corporation in writing) the restrictions described in any
legend set forth above cease to be applicable to any Voting Securities or Holdings
Interests, the holder thereof shall be entitled, without expense to the holder,
to have such legend removed.


 


7.4           Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or any
other jurisdiction, but this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


7.5           Entire Agreement.  Except as
otherwise expressly set forth herein, this document embodies the complete
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.


 


7.6           Successors and Assigns; Certain Transferees Bound
Hereby.  Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by each of
the Corporation and Holdings and their successors and assigns, and by the
Securityholders and their respective successors and assigns so long as they
hold Voting Securities or Holdings Interests.


 


7.7           Counterparts.  This
Agreement may be executed in separate counterparts each of which shall be an
original and all of which taken together shall constitute one and the same
agreement.


 


7.8           Remedies.  The
Corporation, Holdings and the Securityholders shall be entitled to enforce
their rights under this Agreement specifically, to recover damages by reason of
any breach of any provision of this Agreement (including costs of enforcement)
and to exercise all other rights existing in their favor.  The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that the Corporation, Holdings or any Securityholder may in
its or his sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance or injunctive relief (without posting a
bond or other security) in order to enforce or prevent any violation of the
provisions of this Agreement.


 


7.9           Notices.  Any notice
provided for in this Agreement shall be in writing and shall be either
personally delivered, or mailed first class mail (postage prepaid) or sent by


 


15

















 


reputable overnight courier service (charges prepaid)
to the Corporation and Holdings at the respective addresses set forth below and
to any other recipient at the address indicated on the Corporations or Holdings’
records, or at such address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending
party.  Notices will be deemed to have
been given hereunder when sent by facsimile (receipt confirmed) delivered
personally, five days after deposit in the U.S. mail and one day after deposit
with a reputable overnight courier service.


 


The Corporation’s address is:


 


DynaVox
Inc.


2100
Wharton Street


Suite 400


Pittsburgh,
PA 15203


Attention:  Chief Executive Officer


 


with
a copy to:


 


Simpson
Thacher & Bartlett LLP

425 Lexington Avenue


New
York, New York 10017-3954


Attention:  Joshua Ford Bonnie, Esq.


 


Holdings’ address is:


 


DynaVox
Systems Holdings LLC


2100
Wharton Street


Suite 400


Pittsburgh,
PA 15203


Attention:  Chief Executive Officer


 


with
a copy to:


 


Simpson
Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Attention:  Joshua Ford Bonnie, Esq.


 


A copy of each notice given to the
Corporation or Holdings shall be given to Vestar (and no notice to the
Corporation or Holdings shall be effective until such copy is delivered to
Vestar) at the following addresse:


 


Vestar Capital Partners IV,
L.P.

245 Park Avenue, 41st Floor

New York, New York  10167

Attention:  General Counsel


 


16

















 


with a copy to:


 


Simpson Thacher &
Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Attention:  Joshua Ford Bonnie, Esq.


 


7.10         Governing Law.  The Delaware Limited Liability Company Act
shall govern all questions arising under this Agreement concerning the relative
rights of Holdings and the holders of its limited liability company interests.  The Delaware General Corporation Law shall
govern all questions arising under this Agreement concerning the relative
rights of the Corporation and its stockholders. 
All other questions concerning the construction, validity and
interpretation of this Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York applicable to
contracts made and to be performed in the State of New York.


 


7.11         Descriptive Headings.  The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


17

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Securityholders Agreement on the day and year first above written.


 


 


	
   

  	
   

  	
  DYNAVOX
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Edward L. Donnelly, Jr.

  
	
   

  	
   

  	
  Name:
  Edward L. Donnelly, Jr.

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DYNAVOX
  SYSTEMS HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Edward L. Donnelly, Jr.

  
	
   

  	
   

  	
  Name:
  Edward L. Donnelly, Jr.

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INVESTOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Each
  Investor set forth on Annex A hereto

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Ryan Sullivan

  
	
   

  	
   

  	
  Name:
  Ryan Sullivan

  
	
   

  	
   

  	
  Title:
  Attorney-in-fact