TDK USA Corp, et al. – ‘SC 13D’ on 9/21/00 re: TDK Mediactive Inc – EX-2

On:  Thursday, 9/21/00, at 3:09pm ET   ·   Accession #:  950148-0-2007   ·   File #:  5-46675

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              9     51K 
 2: EX-1        Underwriting Agreement                                 1      6K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      1      7K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws     11     41K 

EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

EX-2
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                                                                       Exhibit 2

SOUND SOURCE INTERACTIVE, INC.

 IRREVOCABLE PROXY

        The undersigned agrees to, and hereby grants to TDK USA Corporation, a
New York corporation ("TUC"), 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 stockholders of a        
Delaware corporation in connection with all matters on which stockholders are   
entitled to vote, EXCEPT, that for so long as either that certain Stockholders  
Voting Agreement, dated as of April 30, 1996 (the "Voting Agreement") or Section
5(w) of that certain Underwriting Agreement, dated as of July 1, 1996 (the      
"Underwriting Agreement") remain in effect, TUC shall not be permitted to vote  
the Stock in connection with the election of directors of the Corporation or any
other matters covered by the Voting Agreement or the Underwriting Agreement.    

    It is further understood by the undersigned that this proxy may be
exercised by TUC for the period beginning on the date hereof and ending on the  
date that the undersigned no longer holds any Stock, EXCEPT that TUC shall not  
be permitted to vote the Stock pursuant to this irrevocable proxy from and after
the consummation of the Subsequent Closing as defined in the Common Stock       
Purchase Agreement dated as of even date herewith (the "Common Stock Purchase   
Agreement"), unless TUC's stockholding percentage in the Corporation is at any  
time reduced to fifty percent (50%) or less of the total issued and outstanding 
capital stock of the Corporation, in which case TUC will again be permitted to  
vote the Stock pursuant to this irrevocable proxy during such period of time.   

        The undersigned hereby affirms that this proxy is given as a condition
of said Common Stock Purchase Agreement and as such is coupled with an interest 
and is irrevocable.                                                             

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

Dated this 8th day of September, 2000.                        

                                           -------------------------------
                                           Vincent J. Bitetti, Stockholder

Dates Referenced Herein

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		9/21/00		None on these Dates
		7/1/96
		4/30/96
				List all Filings