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
shares of Registrable Securities used throughout this Agreement for various
purposes shall be proportionately increased or decreased.
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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
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
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
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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 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
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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.
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
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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 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
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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.
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,
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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:
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
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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
