CLAIM TO HAVE AGAINST ANY RELEASED
PERSON ON THE DATE OF THIS AMENDMENT, WHETHER KNOWN OR UNKNOWN, OF EVERY NATURE
AND EXTENT WHATSOEVER, FOR OR BECAUSE OF ANY MATTER OR THING DONE, OMITTED OR
SUFFERED TO BE DONE OR OMITTED BY ANY OF THE RELEASED PERSONS THAT BOTH
(1) OCCURRED PRIOR TO OR ON THE DATE OF THIS AMENDMENT AND (2) IS ON ACCOUNT OF
OR IN ANY WAY CONCERNING, ARISING OUT OF OR FOUNDED UPON THE LOAN AGREEMENT OR
ANY OTHER LOAN DOCUMENT.
(b) EACH OBLIGOR INTENDS THE ABOVE RELEASE TO COVER, ENCOMPASS, RELEASE, AND
EXTINGUISH, INTER ALIA, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION THAT MIGHT
OTHERWISE BE RESERVED BY THE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES
AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.
5
(c) EACH OBLIGOR ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT
FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO
SUCH CLAIMS, DEMANDS, OR CAUSES OF ACTION, AND AGREES THAT THIS AMENDMENT AND
THE ABOVE RELEASE ARE AND WILL REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING
ANY SUCH DIFFERENCES OR ADDITIONAL FACTS.
5.12. Total Agreement. This Amendment, the Loan Agreement, and all other Loan
Documents constitute the entire agreement, and supersede all prior
understandings and agreements, among the parties relating to the subject matter
hereof.
[Remainder of Page Intentionally Left Blank]
6
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of
the day and year first written above.
BORROWERS: TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as
Parametric Sound Corporation
By:
/s/ John T. Hanson
Name:
John Hanson Title:
Chief Financial Officer
VOYETRA TURTLE BEACH, INC.,
a Delaware corporation
By:
/s/ John T. Hanson
Name:
John Hanson Title:
Chief Financial Officer
TURTLE BEACH EUROPE LIMITED,
a company limited by shares and incorporated in England and Wales with company
number 03819186
By:
/s/ John T. Hanson
Name:
John Hanson Title:
Chief Financial Officer
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT
(TURTLE BEACH)
SIGNATURE PAGE
BANK OF AMERICA, N.A., as Agent and Lender By:
/s/ Matthew Van Steenhuyse
Name:
Matthew Van Steenhuyse Title:
Senior Vice President
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT
(TURTLE BEACH)
SIGNATURE PAGE
GUARANTOR CONSENT
The undersigned hereby consents to the foregoing Amendment and hereby
(a) confirms and agrees that notwithstanding the effectiveness of the foregoing
Amendment, each Loan Document to which it is a party is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of the foregoing
Amendment, each reference in any Loan Document to the "Loan Agreement,"
"thereunder," "thereof" or words of like import