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-10.46 — Material Contract
EX-10.46 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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SHARE PURCHASE AGREEMENT
This Share Purchase Agreement is dated 4/3/95 and is intended to
memorialize an oral agreement made between Vincent Bitetti ("Bitetti") and Eric
Winston ("Winston").
SECTION 1. BACKGROUND. The parties agree as to the following facts.
Bitetti currently owns common stock of Sound Source Interactive, Inc. ("SSI");
formerly known as Sound Source Unlimited ("SSU"). Winston and Bitetti have
agreed that Bitetti would provide Winston an option to purchase shares for a
consideration of $2.00 per share; the right to purchase 100,000 shares of common
stock owned by Bitetti. Winston is to deliver to Bitetti a promissory note with
a term to be determined (i.e. 35 years) to exercise option to purchase shares
from Bitetti.
SECTION 2. TRANSFER. Bitetti hereby provides Winston the option to purchase
100,000 (post reversal) shares of Company Common Stock owned by Bitetti. Such
option to purchase shall take place immediately upon presentation by Winston of
an executed promissory note.
SECTION 3. RIGHT OF FIRST OFFERING AND PROXY. Winston hereby grants to
Bitetti a right of first offer and proxy as set forth in a separate agreement.
SECTION 4. TAX MATTERS. Bitetti makes no representations as to
the tax effects of this agreement to Winston and Winston acknowledges that he
must consult his own tax advisors to determine the tax effects hereof.
SECTION 5. DILUTION. Winston acknowledges that the Company may issue
additional shares to raise capital, to comply with stock options or warrants, or
for other corporate purposes as determined by the Company's Board of Directors.
Winston agrees that the number of shares he is receiving this right to purchase,
will not be effected by such issuance's, nor any change in the number of shares
held by Bitetti.
SECTION 6. MISCELLANEOUS. The parties agree to keep the terms of this
agreement in confidence except as required by law. No waiver of any breach or
default of this agreement shall be considered to be a waiver of any other breach
or default of this Agreement. Should any litigation be commenced for such a
breach, the party prevailing in such litigation shall be entitled, in addition
to such other relief that may be granted, to a reasonable sum as and for their
or his or its attorney's fees and costs in such litigation. Every provision of
this Agreement is intended to be severable. If any term or provision hereof is
determined to be illegal or invalid for any reason whatsoever, said illegality
or invalidity shall not affect the validity of the remainder of this Agreement.
The interpretation of this Agreement shall be governed
by the local law of the State of California, and the parties hereby consent to
the jurisdiction of Ventura County, California courts. This Agreement contains
the entire agreement between the parties hereto with respect to the subject
matter thereof. This Agreement shall inure to the benefit of the parties, its
successors and assigns.
/s/ Eric Winston /s/ Vincent J. Bitetti
------------------------- -------------------------
Eric Winston Vincent Bitetti
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