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Exhibit 3
SOUND SOURCE INTERACTIVE, INC.
REGISTRATION RIGHTS AGREEMENT
SEPTEMBER 8, 2000
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of this 8th day of September, 2000, by and between SOUND SOURCE
INTERACTIVE, INC., a Delaware corporation ("SSI/DE") and TDK USA CORPORATION, a
New York corporation (the "Purchaser").
R E C I T A L S
A. WHEREAS, SSI/DE and Purchaser are parties to a Common Stock Purchase
Agreement, dated as of the even date herewith (the "Purchase Agreement"),
pursuant to which SSI/DE has agreed to issue and sell to Purchaser, and
Purchaser has agreed to purchase and acquire from SSI/DE, certain shares of the
common stock of SSI/DE.
B. WHEREAS, the execution, delivery and performance by SSI/DE of this
Agreement is a material inducement and condition for Purchaser to enter into and
consummate the transactions contemplated by the Purchase Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the forgoing recitals and the
mutual covenants and agreements hereinafter set forth, the parties hereto hereby
agree as follows:
1. REGISTRATION RIGHTS
SSI/DE hereby grants to Purchaser the registration rights set forth in
this Section 1, with respect to the Registrable Securities (as hereinafter
defined) to be purchased and owned by Purchaser pursuant to the Purchase
Agreement. SSI/DE and Purchaser agree that the registration rights provided
herein set forth the sole and entire agreement on the subject matter between
SSI/DE and Purchaser.
1.1 Definitions. As used in this Section 1:
1.1.1 The terms "register", "registered", and "registration"
refer to a registration effected by filing with the Securities and Exchange
Commission (the "SEC") a registration statement (the "Registration Statement")
in compliance with the Securities Act of 1933, as amended (the "1933 Act"), and
the declaration or ordering by the SEC of the effectiveness of such Registration
Statement.
1.1.2 The term "Registrable Securities" means (i) the shares
of Common Stock of SSI/DE to be issued to Purchaser pursuant to the Purchase
Agreement and (ii) any Common Stock issued as a dividend or other distribution
with respect to or in exchange for or in replacement of the shares referenced in
clause (i) above. In the event of any recapitalization by SSI/DE, whether by
stock split, reverse stock split, stock dividend or the like, the number of
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shares of Registrable Securities used throughout this Agreement for various
purposes shall be proportionately increased or decreased.
1.2 Demand Registration
1.2.1 Demand for Registration. If SSI/DE shall receive from
Purchaser a written demand (a "Demand Registration") that SSI/DE effect any
registration under the 1933 Act with respect to all or a part of the Registrable
Securities held by Purchaser, the aggregate proceeds of which exceed $5,000,000,
SSI/DE will use its best efforts to effect such registration as soon as
practicable as may be so demanded and as will permit or facilitate the sale and
distribution of all or such portion of Purchaser's Registrable Securities as are
specified in such demand; provided that SSI/DE shall not be obligated to take
any action to effect any such registration, pursuant to this Section 1.2:
(a) After SSI/DE has effected an aggregate of two such
registrations demanded by Purchaser pursuant to this Section 1.2 and the sales
of the shares of Common Stock under such registrations have closed; or
(b) If SSI/DE shall furnish to Purchaser a certificate
signed by the President of SSI/DE, stating that in the good faith judgment of
the Board of Directors of SSI/DE it would be seriously detrimental to SSI/DE and
its shareholders for such Registration Statement to be filed at the date filing
would be required, in which case SSI/DE shall have an additional period of not
more than 180 days within which to file such Registration Statement; provided,
however, that SSI/DE shall not use this right more than once in any twelve-month
period.
1.2.2 Underwriting. If Purchaser proposes to distribute its
shares by means of an underwriting, then Purchaser shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected by Purchaser to perform the underwriting.
1.3 Company Registration
1.3.1 If, at any time or from time to time, SSI/DE shall
determine to register any of its securities, either for its own account or the
account of security holders, other than a registration relating solely to
employee benefit plans, a registration on Form S-4 relating solely to an SEC
Rule 145 transaction, or a registration pursuant to Section 1.2 hereof, SSI/DE
will:
(a) promptly give to Purchaser written notice thereof (which
shall include a list of the jurisdictions in which SSI/DE intends to attempt to
qualify such securities under the applicable blue sky or other state securities
laws); and
(b) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within 20 days after receipt of such written notice from
SSI/DE, by Purchaser, except as set forth in Section 1.3.2 below.
1.3.2 Underwriting. If the registration of which SSI/DE gives
notice is for a registered public offering involving an underwriting, SSI/DE
shall so advise Purchaser as a part of the written notice given pursuant to
Section 1.3.1(a). In such event, the right of Purchaser to
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registration pursuant to this Section 1.3 shall be conditioned upon Purchaser's
participation in such underwriting and the inclusion of Purchaser's Registrable
Securities in the underwriting to the extent provided herein. If Purchaser
proposes to distribute its securities through such underwriting, Purchaser
shall, together with SSI/DE, enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting in
accordance with Section 1.3.3 hereof. Notwithstanding any other provision of
this Section 1.3.2, if the underwriter advises SSI/DE in writing that marketing
factors require a limitation of the number of shares to be underwritten, the
underwriter may limit the securities to be included in such registration. SSI/DE
shall so advise all holders of securities requesting registration, and SSI/DE
will include in such registration: (a) first, the securities that SSI/DE
proposes to sell, (b) second, the Registrable Securities requested to be
included in such registration, allocated pro rata based on the number of shares
thereof requested to be included by each holder thereof, and (c) third, any
other securities requested to be included in such registration, allocated pro
rata based on the number of securities requested to be included by each holder
thereof.
1.3.3 Selection of Underwriter. The underwriter selected by
SSI/DE for purposes of any underwritten public offering pursuant to Section 1.3
hereof shall be an investment bank reasonably acceptable to both SSI/DE and
Purchaser.
1.3.4 Right to Terminate Registration. SSI/DE shall have the
right to terminate or withdraw any registration initiated by it under this
Section 1.3 prior to the effectiveness of such registration, whether or not any
holder of Registrable Securities has elected to include Registrable Securities
in such registration.
1.4 Form S-3 Registrations. If SSI/DE shall receive from Purchaser a
written request (a "Form S-3 Request") that SSI/DE effect a registration on Form
S-3 (or any successor form) and any related qualification or compliance with
respect to all or a portion of the Registrable Securities owned by Purchaser,
SSI/DE shall as soon as practicable, effect such registration and all such
qualifications and compliances as may be set forth in the Form S-3 Request and
as would permit or facilitate the sale and distribution of the number of shares
of Registrable Securities of Purchaser set forth therein; provided, however,
that SSI/DE shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section 1.4 if: (i) Form S-3 (or a
successor form) is not then available to SSI/DE for such public offering by
Purchaser, (ii) SSI/DE has effected two (2) such registrations within the
preceding twelve (12) month period, or (iii) SSI/DE shall furnish to Purchaser a
certificate signed by the President of SSI/DE, stating that in the good faith
judgment of the Board of Directors of SSI/DE, it would be seriously detrimental
to SSI/DE and its shareholders for such Form S-3 registration statement to be
filed at such time, in which event SSI/DE shall have the right to defer the
filing of the Form S-3 registration statement for a period of not more than
sixty (60) days after receipt of the Form S-3 Request; provided, however, that
SSI/DE shall not use this right more than once in any six-month period.
1.5 Expenses of Registration All expenses incurred in connection with
(i) the first two registrations effected pursuant to Section 1.2 at the request
of Purchaser and (ii) all registrations effected pursuant to Section 1.3 hereof,
including without limitation all registration, filing, and qualification fees
(including blue sky fees and expenses), printing expenses, escrow fees, fees and
disbursements of counsel for SSI/DE, expenses of any special audits incidental
to
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or required by such registrations, and the fees and disbursements of one special
counsel for Purchaser in connection with such registrations, shall be borne by
SSI/DE; provided, however, that SSI/DE shall not be required to pay stock
transfer taxes or underwriters' discounts, or commissions relating to
Registrable Securities. Notwithstanding anything to the contrary above, SSI/DE
shall not be required to pay for any expenses of any registration proceeding
requested by Purchaser pursuant to Section 1.2 if the registration request is
subsequently withdrawn at the request of Purchaser, unless Purchaser agrees to
forfeit its right to one demand registration pursuant to Section 1.2.
Notwithstanding the preceding sentence, however, (a) if at the time of the
withdrawal, Purchaser has learned of a material adverse change in the condition,
business, or prospects of SSI/DE from that known to Purchaser at the time of
their request for registration, of which SSI/DE had knowledge at the time of
such request, or (b) in the event that such withdrawal is requested on account
of the Registration Statement not being declared effective within at least one
hundred and twenty (120) days of the date of its filing with the SEC, then
Purchaser shall not be required to pay any of said expenses and shall retain
their rights pursuant to Section 1.2.
1.6 Obligations of SSI/DE. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, SSI/DE shall, as
expeditiously as reasonably possible:
1.6.1 Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its diligent best efforts to
cause such registration statement to become effective, and keep such
registration statement effective for up to one hundred and twenty (120) days or
until Purchaser has completed the distribution relating thereto.
1.6.2 Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the 1933 Act with respect to the disposition of all securities
covered by such registration statement.
1.6.3 Furnish to Purchaser such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as Purchaser may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by Purchaser.
1.6.4 Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by
Purchaser; provided that SSI/DE shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
1.6.5 In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Purchaser shall
also enter into and perform its obligations under such an agreement.
1.6.6 Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by SSI/DE are then listed.
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1.6.7 Provide a transfer agent and registrar for all
Registrable Securities registered pursuant to such registration statement and a
CUSIP number for all such Registrable Securities, in each case not later that
the effective date of such registration.
1.6.8 Notify Purchaser at any time when a prospectus relating
thereto is required to be delivered under the 1933 Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing.
1.6.9 Furnish to Purchaser, if requesting registration of
Registrable Securities pursuant to this Section 1, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 1, if such securities are being
sold through underwriters, or on the date that the registration statement with
respect to such securities becomes effective, (i) an opinion, dated such date,
of the counsel representing SSI/DE for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to Purchaser, and
(ii) a letter, dated such date, from the independent accountants of SSI/DE, in
form and substance as is customarily given by independent accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to Purchaser.
1.7 Indemnification
1.7.1 SSI/DE will, and does hereby undertake to, indemnify and
hold harmless Purchaser, each of Purchaser's officers, directors and agents, and
each person controlling Purchaser, with respect to any registration,
qualification, or compliance effected pursuant to this Section 1, and each
underwriter, if any, and each person who controls within the meaning of Section
15 of the 1933 Act any underwriter, of the Registrable Securities held by or
issuable to Purchaser, against all claims, losses, damages, and liabilities (or
actions in respect thereto) to which they may become subject under the 1933 Act,
the Securities Exchange Act of 1934, as amended, (the "1934 Act"), or other
federal or state law arising out of or based on (i) any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus,
offering circular, or other similar document (including any related Registration
Statement, notification, or the like) incident to any such registration,
qualification, or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (ii) any violation or alleged
violation by SSI/DE of any federal, state or common law rule or regulation
applicable to SSI/DE in connection with any such registration, qualification, or
compliance, and will reimburse, as incurred, Purchaser, each underwriter, and
each director, officer, agent and controlling person, for any legal and any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability, or action; provided, however, that
SSI/DE shall have no obligation hereunder to indemnify Purchaser or any of
Purchaser's directors, officers, agents or controlling persons to the extent
that any such claim, loss, damage, liability or expense arises out of or is
based on any untrue statement (or alleged untrue statement) or omission (or
alleged omission) of a material fact contained in such Registration Statement,
prospectus, offering circular, or other
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similar document in reliance upon and in conformity with written information
furnished to SSI/DE by an instrument duly executed by Purchaser and stated to be
specifically for use therein.
1.7.2 Purchaser will, if Registrable Securities held by or
issuable to Purchaser are included in such registration, qualification, or
compliance, indemnify SSI/DE, each of its directors, officers, legal counsel and
accountants and each underwriter, if any, of SSI/DE's Securities covered by such
a Registration Statement, each person controlling SSI/DE or such underwriter,
within the meaning of Section 15 of the Securities Act, against all claims,
losses, damages, and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such Registration Statement, prospectus, offering
circular, or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse, as incurred, SSI/DE, and
each such underwriter or other person, for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) of a material fact was made in such Registration
Statement, prospectus, offering circular, or other similar document, in reliance
upon and in conformity with written information furnished to SSI/DE by an
instrument duly executed by Purchaser and stated to be specifically for use
therein; provided, however, that the liability of Purchaser hereunder shall be
limited to the gross proceeds received by Purchaser from the sale of securities
under such Registration Statement. In no event will Purchaser be required to
enter into any agreement or undertaking in connection with any registration
under this Section 1 providing for any indemnification or contribution
obligations on the part of Purchaser greater than Purchaser's obligations under
this Section 1.7.2 and Section 1.7.4 hereof, respectively.
1.7.3 Each party entitled to indemnification under this
Section 1.7 (the "Indemnified Party") shall give notice to the party required to
provide such indemnification (the "Indemnifying Party") of any claim as to which
indemnification may be sought promptly after such Indemnified Party has actual
knowledge thereof, and shall permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting therefrom; provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be subject to approval by the Indemnified Party (whose
approval shall not be unreasonably withheld) and the Indemnified Party may
participate in such defense with its separate counsel at the Indemnifying
Party's expense if representation of such Indemnified Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Party and any other party represented by such counsel in such
proceeding; and provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 1.7, except to the extent that such failure to
give notice shall materially adversely affect the Indemnifying Party in the
defense of any such claim or any such litigation. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff therein, to such Indemnified Party, of a release from all
liability in respect to such claim or litigation.
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1.7.4 In order to provide for just and equitable contribution
in circumstances in which the indemnity agreement provided for in Sections 1.7.1
or 1.7.2 hereof is for any reason held by a court of competent jurisdiction to
be unenforceable by an Indemnified Party with respect to any claim, loss,
damage, liability, action or expense suffered by such Indemnified Party referred
to therein, the Indemnifying Party, in lieu of indemnifying such Indemnified
Party thereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such claim, loss, damage, liability or expense
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand, and of the Indemnified Party on the other
(including, in each case, that of their respective directors, officers,
employees and agents), in connection with the statements or omissions which
resulted in such claim, loss, damage, liability or expense, as well as any other
relevant equitable considerations. The relative fault of the Indemnifying Party
on the one hand, and of the Indemnified Party on the other (including, in each
case, that of their respective directors, officers, employees and agents), shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by or on behalf of the
Indemnified Party on the one hand, or by or on behalf of the Indemnified Party
on the other, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission; provided,
however, that in no event shall the amount of any contribution by Purchaser
hereunder exceed the gross proceeds received by Purchaser from the sale of
securities pursuant to the Registration Statement in question.
1.8 Information by Purchaser. Purchaser shall furnish to SSI/DE such
information regarding Purchaser, and the distribution proposed by Purchaser, as
SSI/DE may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification, or compliance referred to in
this Section 1.
1.9 Transfer of Registration Rights. The rights of Purchaser contained
in Sections 1.2 and 1.3 hereof, to cause SSI/DE to register the Registrable
Securities, may be assigned or otherwise conveyed to a transferee or assignee of
Registrable Securities, who shall have the same rights and obligations as
Purchaser has under this Section 1; provided that (i) such transferee or
assignee is an "affiliate" of Purchaser under the meaning of Rule 12b-2
promulgated under the 1934 Act, or (ii) such transferee or assignee acquires not
less than fifteen percent (15%) of the Registrable Securities held by Purchaser
(as presently constituted and subject to subsequent adjustments for stock
splits, stock dividends, reverse stock splits, and the like), and; provided
further, that SSI/DE is given written notice by Purchaser at the time of or
within a reasonable time after said transfer stating the name and address of
said transferee or assignee and identifying the securities with respect to which
such registration rights are being assigned.
1.10 Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, SSI/DE shall not, without the prior written consent of
Purchaser, enter into any agreement with any other shareholder of SSI/DE giving
the other shareholder any registration rights which are pari passu with or take
priority over the registration rights granted to Purchaser hereunder.
1.11 Rule 144 Reporting. With a view to making available to Purchaser
the benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, SSI/DE
agrees to use its best efforts to:
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1.11.1 Make and keep current public information available, as
those terms are understood and defined in Rule 144 promulgated by the SEC under
the 1933 Act ("Rule 144") or any similar or analogous rule promulgated under the
1933 Act, at all times after the effective date of the first registration filed
by SSI/DE for an offering of its securities to the general public;
1.11.2 File with the SEC, in a timely manner, all reports and
other documents required of SSI/DE under the 1934 Act; and
1.11.3 So long as Purchaser owns any Registrable Securities,
furnish to Purchaser upon request: a written statement by SSI/DE as to its
compliance with the reporting requirements of the 1934 Act (at any time after it
has become subject to such reporting requirements); a copy of the most recent
annual or quarterly report of SSI/DE; and such other reports and documents as
Purchaser may reasonably request in availing itself of any rule or regulation of
the SEC allowing it to sell any such securities without registration.
1.12 "Market Stand-Off" Agreement. Purchaser hereby agrees that during
the 180-day period following the effective date of a registration statement of
SSI/DE filed under the 1933 Act covering the public offering of shares of
SSI/DE's Common Stock, Purchaser shall not, to the extent requested by the
managing underwriter, sell or otherwise transfer or dispose of (other than to
donors who agree to be similarly bound) any Common Stock of SSI/DE held by them
at any time during such period except Common Stock included in such
registration; provided, however, that all officers and directors of SSI/DE and
all other persons with registration rights (whether or not pursuant to this
Agreement) enter into similar agreements.
In order to enforce the foregoing covenant, SSI/DE may impose
stop-transfer instructions with respect to the Registrable Securities of
Purchaser (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.
1.13 Expiration of Rights. The registration rights granted under this
Section 1 shall (i) expire five (5) years from the date of this Agreement, and
(ii) may not be exercised during such time as Purchaser may legally sell all of
the Registrable Securities pursuant to Rule 144(k) promulgated under the 1933
Act or under any other provisions of Rule 144 in a single ninety (90) day
period.
2. MISCELLANEOUS
2.1 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents, made and to be performed entirely within the State of
California.
2.2 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.
2.3 Separability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, it shall, to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
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2.4 Amendment and Waiver. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance, either retroactively or prospectively, and either for
a specified period of time or indefinitely), with the written consent of SSI/DE
and Purchaser. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon Purchaser, each future holder of Registrable
Securities, and SSI/DE.
2.5 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given
upon personal delivery or on the third day following mailing by registered or
certified mail, return receipt requested, postage prepaid, addressed: (a) if to
Purchaser, at Purchaser's address as set forth under Purchaser's signature at
the end of this Agreement, or at such other address as Purchaser shall have
furnished to SSI/DE in writing, or (b) if to SSI/DE, at its address as set forth
at the end of this Agreement, or at such other address as SSI/DE shall have
furnished to Purchaser in writing.
2.6 Fees and Expenses. The parties hereto shall each bear their
respective legal, accounting and other costs and expenses incurred by them in
connection with the negotiation, preparation, execution and delivery of this
Agreement and any other related agreements. If legal action is brought by, or on
behalf of, Purchaser to enforce or interpret this Agreement, the prevailing
party shall be entitled to recover its attorneys' fees and legal costs in
connection therewith.
2.7 Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
2.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
2.9 Delays or Omissions Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to Purchaser, upon
any breach or default of SSI/DE under this Agreement, shall impair any such
right, power or remedy of Purchaser nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of or in any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of Purchaser, or any waiver on the part of Purchaser of
any provisions or conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to
Purchaser, shall be cumulative and not alternative.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties as of the date first above written.
SOUND SOURCE INTERACTIVE, INC.,
a Delaware corporation
By
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Vincent J. Bitetti, CEO
TDK USA CORPORATION
a New York corporation
By
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Kenichi Aoshima, President
