Exhibit 10.2
LOCK-UP AGREEMENT
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(April 24, 1998)
The undersigned, intending to be legally bound, understand and agree as
follows.
Simultaneously herewith, ASSI, Inc. ("ASSI") and NCD, Inc. ("NCD") are
entering into a Settlement Agreement (the "Settlement Agreement") with Sound
Source Interactive, Inc. (the "Company") and certain other parties referred to
therein. Xxxxx Xxxxxx ("Xxxxxx") is the beneficial owner of all of the equity
securities of ASSI and NCD.
After consultation, the undersigned have agreed that any significant sales
of the Company's common stock, par value $.001 per share (the "Common Stock")
beneficially owned by Xxxxxx, including without limitation any such shares owned
of record by ASSI, NCD and/or Xxxxxx, within the 12-month period commencing May
1, 1998 could have an adverse effect on the market price for the Common Stock.
The undersigned have further agreed that it is in the best interests of the
Company and its stockholders that there be a stable and orderly market for the
Common Stock.
Therefore, ASSI, NCD and Xxxxxx hereby agree that they will not, directly
or indirectly, offer, offer to sell, sell, grant an option to purchase or sell,
transfer, assign, pledge, hypothecate or otherwise encumber (whether pursuant to
Rule 144 under the Securities Act of 1933, as amended, or otherwise), or enter
into any agreement to do any of the foregoing with respect to, any Common Stock
during the period commencing April 24, 1998 and ending May 30, 1999, without the
prior written consent of the Company; provided, however, that the foregoing
limitation shall not prohibit the sale of shares of Common Stock beneficially
owned by Xxxxxx in an aggregate amount not to exceed the product of the number
of such shares on the date hereof and .083 times the number of full calendar
months (commencing with the month of May 1998) elapsed since the date hereof.
IN WITNESS WHEREOF, the undersigned have executed this agreement, or caused
this agreement to be executed by their duly authorized officers, as of the date
set forth above.
ASSI, INC. NCD, INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Xxxxx Xxxxxx,
President President
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX, individually
Accepted and agreed to:
SOUND SOURCE INTERACTIVE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx,
Chairman of the Board and
Chief Executive Officer
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