TDK Mediactive Inc – ‘SB-2/A’ on 5/9/96 – EX-9.2

As of:  Thursday, 5/9/96   ·   Accession #:  912057-96-8749   ·   File #:  33-80827

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of           142    740K 
                          Securities by a Small-Business Issuer                  
 2: EX-1        Underwriting Agreement                                54    225K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders    31    107K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders    38    141K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders     9     46K 
 6: EX-5        Opinion re: Legality                                   3     14K 
 7: EX-9.1      Voting Trust Agreement                                 6     27K 
 8: EX-9.2      Voting Trust Agreement                                 1     10K 
 9: EX-9.3      Voting Trust Agreement                                 1     10K 
10: EX-9.4      Voting Trust Agreement                                 1     10K 
11: EX-10.1     Material Contract                                     17     57K 
12: EX-10.2     Material Contract                                     16     57K 
13: EX-10.3     Material Contract                                     13     47K 
14: EX-10.35    Material Contract                                     12     55K 
15: EX-10.36    Material Contract                                     12     55K 
16: EX-10.37    Material Contract                                     12     55K 
17: EX-10.38    Material Contract                                     11     45K 
18: EX-10.39    Material Contract                                     10     40K 
19: EX-10.40    Material Contract                                      1     10K 
20: EX-10.41    Material Contract                                     23     81K 
21: EX-10.42    Material Contract                                      6     22K 
22: EX-10.43    Material Contract                                      5     23K 
23: EX-10.44    Material Contract                                      6     25K 
24: EX-10.45    Material Contract                                      7     30K 
25: EX-10.46    Material Contract                                      2     11K 
26: EX-23.1     Consent of Experts or Counsel                          1      8K 

EX-9.2   —   Voting Trust Agreement

EX-9.2
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      SOUND SOURCE INTERACTIVE, INC.
     IRREVOCABLE PROXY

        The undersigned agrees to, and hereby grants to ASSI, Inc., a Nevada
corporation ("ASSI"), an irrevocable proxy pursuant to the provisions of Section
212 of the Delaware General Corporation Law to vote, or to execute and deliver  
written consents or otherwise act with respect to, all shares of capital stock  
(the "Stock") of Sound Source Interactive, Inc. (the "Corporation") now owned or
hereafter acquired by the undersigned as fully, to the same extent and with the 
same effect as the undersigned might or could do under any applicable laws or   
regulations governing the rights and powers of shareholders of a Delaware       
corporation in connection with the election of directors of the Corporation and 
the amendment of the bylaws of the Corporation as provided in a certain         
Stockholders Voting Agreement, dated as of April 30, 1996 (the "Voting          
Agreement"), among the undersigned and certain other stockholders of the        
Corporation.  As set forth in the Voting Agreement, this proxy is intended to   
give ASSI the right to vote the Stock (i) in favor of one nominee to the Board  
of Directors of the Corporation and (ii) in favor of an amendment to the Bylaws 
of the Company providing that the number of directors shall be five.  The       
undersigned hereby affirms that this proxy is given as a condition of the Voting
Agreement and as such is coupled with an interest and is irrevocable.  It is    
further understood by the undersigned that this proxy may be exercised by ASSI  
for the period beginning the date hereof and ending on the earlier of (i) five  
years from the date of the closing of the initial public offering of Common     
Stock by the Corporation and (ii) ten years from the date hereof, unless        
terminated earlier pursuant to the terms of the "Voting Agreement."             

       THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE
AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.                         

Dated this 30th day of April, 1996.                         

                /s/ Vincent J. Bitetti
                                ------------------------------------------
                (Signature of Shareholder)

Dates Referenced Herein

This ‘SB-2/A’ Filing		Date		Other Filings
Filed on:		5/9/96		None on these Dates
		4/30/96
				List all Filings