1479426--9/30/2010--DynaVox

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Risks Related to Our Business The current adverse economic environment, including the associated impact on government budgets, could adversely affect our business. Changes in funding for public schools could cause the demand for our speech generating devices, special education software and content to decrease. Reforms to the United States healthcare system may adversely affect our business. Changes in third-party payor funding practices or preferences for alternatives may decrease the demand for, or put downward pressure on the price of, our speech generating devices. Legislative or administrative changes could reduce the availability of third-party funding for our speech generating devices. The loss of members of our senior management or other key personnel or the failure to attract and retain highly qualified personnel could compromise our ability to effectively manage our business and pursue our growth strategy. We may not be able to develop and market successful new products. New disruptive technologies may adversely affect our market position and financial results. We are dependent on the continued support of speech language pathologists and special education teachers. Our products are dependent on the continued success of our proprietary symbol sets. We depend upon certain third-party suppliers and licensing arrangements, making us vulnerable to supply problems and price fluctuations, which could harm our business. If our patents and other intellectual property rights do not adequately protect our products, we may lose market share to our competitors and be unable to operate our business profitably. Our products could infringe on the intellectual property of others, which may cause us to engage in costly litigation and could cause us to pay substantial damages and prohibit us from selling our products. The market opportunities for our products and content may not be as large as we believe. We may fail to successfully execute our strategy to grow our business. We may attempt to pursue acquisitions or strategic alliances, which may be unsuccessful. We are subject to a variety of risks due to our international operations that could adversely affect those operations or our profitability and operating results. We depend on third-party distributors to market and sell our products internationally in a number of markets. Our business, financial condition and results of operations may be adversely affected by both our distributors' performance and our ability to maintain these relationships on terms that are favorable to us. Failure to obtain regulatory approval in foreign jurisdictions could prevent us from marketing our products abroad. Our business could be adversely affected by competition including potential new entrants. If we fail to comply with the U.S. Federal Anti-Kickback Statute and similar state and foreign laws, we could be subject to criminal and civil penalties and exclusion from Medicare, Medicaid and other governmental programs. If we fail to comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), we could be subject to enforcement actions. Risks Related to Our Organizational Structure DynaVox Inc.'s only material asset is its interest in DynaVox Systems Holdings LLC, and it is accordingly dependent upon distributions from DynaVox Systems Holdings LLC to pay taxes, make payments under the tax receivable agreement or pay dividends. DynaVox Inc. is controlled by the limited partners of DynaVox Systems Holdings LLC, whose interests may differ from those of our public shareholders. Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities identified by Vestar. We are a "controlled company" within the meaning of the NASDAQ Global Select Market rules. As a result, we qualify for, and rely on, exemptions from certain corporate governance requirements. We will be required to pay the counterparties to the tax receivable agreement for certain tax benefits we may claim arising in connection with our IPO, future purchases or exchanges of Holdings Units and related transactions, and the amounts we may pay could be significant. In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement. Our use of leverage may expose us to substantial risks. The requirements of being a public company may strain our resources and distract our management. Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and Class A common stock price. Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable. Risks Related to our Class A Common Stock Shares of our Class A common stock price may decline due to the large number of shares of Class A common stock eligible for future sale and for exchange. We do not intend to pay any cash dividends in the foreseeable future. If securities or industry analysts stop publishing research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline. The market price of shares of our Class A common stock may be volatile, which could cause the value of your investment to decline. You may be diluted by the future issuance of additional Class A common stock in connection with our incentive plans, acquisitions or otherwise.

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1479426--9/30/2010--DynaVox_Inc.