Exhibit 9.2
IRREVOCABLE PROXY
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The undersigned shareholder of SpeechSwitch, Inc., a New Jersey
corporation (the "Company"), pursuant to the Voting Agreement dated August 5,
2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the
New Jersey Business Corporation Act) appoints Xxxxxx Xxxxxxx ("Xxxxxxx"), or any
other designee of Xxxxxxx, as the sole and exclusive attorneys and proxies of
the undersigned, with full power of substitution and re-substitution, to vote
and exercise all voting and related rights (to the full extent that the
undersigned is entitled to do so) with respect to the shares of: (i) the Company
Class B Common Stock, $.01 par value per share, or (ii) the Company Class A
Common Stock, no par value per share, that are beneficially owned or may be
beneficially owned anytime in the future by the undersigned (collectively, the
"Shares") in accordance with the terms of this Irrevocable Proxy. Upon the
undersigned's execution of this Irrevocable Proxy, any and all prior proxies
given by the undersigned with respect to any Shares are hereby revoked and the
undersigned agrees not to grant any subsequent proxies with respect to the
Shares.
The term of this Irrevocable Proxy shall commence on August 5, 2005 and
terminate on August 4, 2015.
The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, to act as the undersigned's
attorney and proxy to vote the Shares, and to exercise all voting and other
rights of the undersigned with respect to the Shares (including, without
limitation, the power to execute and deliver written consents pursuant to the
New Jersey Business Corporation Act), at every annual, special or adjourned
meeting of the shareholders of the Company and in every written consent in lieu
of such meeting.
All authority herein conferred shall survive the death or incapacity of
the undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.
This Irrevocable Proxy shall terminate only upon the written consent of
Xxxxxx Xxxxxxx or as set forth in the Agreement.
Dated: August 5, 2005 Name: Xxxxx Xxxx
By: /s/ Xxxxx Xxxx
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(Signature of Shareholder)
