EXHIBIT 9.1
CONSENT OF ASSI, INC.
PURSUANT TO
STOCKHOLDER VOTING AGREEMENT
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ASSI, a Nevada corporation, hereby consents as of April 27, 1998 pursuant
to Section 1(a)(ii) of that certain Stockholder Voting Agreement dated as of
April 30, 1996 among Sound Source Interactive, Inc. (the "Company"), Xxxxxxx X.
Xxxxxxx ("Xxxxxxx"), Xxxx X. Xxxxxxx, and ASSI, Inc. (the "Stockholder Voting
Agreement") upon the following terms and conditions to an amendment of the
Company's Bylaws to provide for an increase in the authorized number of
directors from 5 to 7:
(a) Article III, Section 2 (Number and Qualification of Directors) of the
Company's Bylaws may be immediately amended to read as follows and will not be
further amended without the consent of ASSI, Inc.:
"The authorized number of directors shall be seven subject to
automatic reduction to five pursuant to the provisions of that certain
Stockholder Voting Agreement dated as of April 30, 1996 (and the
Consent as of April 27, 1998 executed in connection therewith) to
which the corporation is a party."
(b) As between the Company, ASSI, Inc., The Boston Group, L.P., and
Xxxxxxx, the nominees for the 7-person board of directors will be determined as
follows: up to 2 persons may be nominated by Xxxxxxx as long as he holds 750,000
or more shares of the Company's common stock per value $.001 (but only 1 person,
if Bitetti holds more than 500,000 and less than 750,000, and no person if
Bitetti holds 500,000 or fewer shares), 1 person may be nominated by ASSI, Inc.
as long as it holds 500,000 or more shares of the Company's common stock par
value $.001 (but no person if ASSI, Inc. holds fewer than 500,000 shares), up to
2 persons may be nominated by The Boston Group, L.P. (including as assignee of
the rights of Xxxxxx Xxxxxxx & Company, L.P.) pursuant to the Underwriting
Agreement dated July 1, 1996 so long as it may be in effect in pertinent part, 1
person (an "Expansion Member") may be nominated by Bitetti pursuant to this
Consent (subject to approval of such person by ASSI, Inc. (unless a renomination
of a presently serving nominee), the approval of such person not to be
unreasonably withheld or delayed) and 1 person (another "Expansion Member") may
be nominated by ASSI pursuant to this Consent (subject to approval of such
person by Xxxxxxx (unless a renomination of a presently serving nominee), the
approval of such person not to be unreasonably withheld or delayed), provided
that (i) the Expansion Member must be independent of the Company and the persons
nominating such Expansion Member, possess skills or experience reasonably
calculated to assist the board of directors in the management of the affairs of
the Company, and may not be a person described in Rule 258(a)(5) or (6) of
Regulation A of the U.S. Securities and Exchange Commission, (ii) if, pursuant
to the terms and conditions of this Consent, the number of authorized directors
is reduced from 7 to 5, the positions of the Expansion Members will be
eliminated at the next annual meeting of stockholders and the provisions of the
Stockholder Voting Agreement will govern the Bitetti and ASSI, Inc. nominations
for directors, (iii) if either Expansion Member ceases to be a director for any
reason prior to the next annual meeting of stockholders, the person who
nominated such Expansion Member may designate a replacement upon the same terms
and conditions applicable to the original nomination, (iv) if Bitetti, ASSI,
Inc., or The Boston Group (or its permitted assignees, if any) does not exercise
or ceases (under circumstances where the number of authorized directors has not
been reduced) to have nomination rights, nominations for the positions
previously allocated to it will be made by action of a majority of the directors
of the Company, (v) after the Company's 1998 annual stockholders meeting no
person (other than Xxxxxxx and X. Xxxxxx) who is an employee of the Company or
ASSI, Inc. or any affiliate thereof may be a director of the Company, and (vi)
committees of the board of directors will consist of at least 1 non-management
director and no more than 1 management director as may be determined by the
board of directors.
(c) During the term of this Consent, to the extent not provided by the
Stockholder Voting Agreement, each of Bitetti and ASSI, Inc. will vote all
voting securities of the Company held by them and eligible to vote for the
election of directors in accordance with the nominations made pursuant to (P)(b)
of this Consent and will take all other actions (including without limitation
the execution of additional reciprocal proxies between Xxxxxxx and ASSI, Inc.
similar to those executed in connection with the Stockholder Voting Agreement)
as may be reasonably requested by either of them to effect the election of such
directors or nominees.
(d) If at any time during the term of this Consent for any reason not
contemplated by this Consent, the Stockholder Agreement, or the Underwriting
Agreement, the Company's board of directors fails to be constituted as described
in (P)(b) of this Consent, then at the request of Bitetti or ASSI, Inc., the
Company will as soon as practicable cause a special meeting of the board of
directors (or, if the action can only be taken by stockholders, of the
stockholders of the Company) to be held or will cause the requisite action to be
taken by written consent in order to take whatever action may be necessary to
constitute the board of directors as described in (P)(b) of this Consent.
(e) If at any time and from time to time during the term of this Consent
ASSI, Inc. requests from the Company that Xxxxx Xxxxxx be afforded observer
status at one or more meetings of the board of directors, such observer status
will be provided.
(f) This Consent will be effective for a period commencing on the date
hereof and ending on the earlier of (i) the termination of the Stockholder
Voting Agreement and (ii), at the election of ASSI, Inc., the failure by
Xxxxxxx, the Company, or Xxxxxx X. Xxxxxxxxxxx to fully perform (after notice
and a reasonable opportunity to cure) any material obligation or provision
applicable to any of them pursuant to that certain Settlement Agreement dated as
of April 27, 1998 among, inter alia, them and ASSI, Inc., the Stockholder Voting
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Agreement, or this Consent (other than a failure after a bona fide attempt to
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agree on a nominee for either Expansion Member); provided that the determination
of ASSI, Inc. as to such failure will not preclude challenge of ASSI, Inc.'s
election to terminate this Consent.
(g) If this Consent is terminated pursuant to the provisions of (P)(f)(ii)
above, the authorized number of directors will be automatically reduced from 7
to 5 at the next stockholders annual meeting and nominations and elections for
the resulting 5 member board of directors will be governed by the Stockholder
Voting Agreement and the Underwriting Agreement.
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IN WITNESS WHEREOF, ASSI, Inc. has duly executed and delivered this Consent
as of the date first written above.
ASSI, INC.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx,
President
Acknowledged and Accepted:
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SOUND SOURCE INTERACTIVE, INC.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx,
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX,
individually
THE BOSTON GROUP, L.P.
/s/ Xxxxxx XxXxxxxx
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Xxxxxx XxXxxxxx,
President
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