STOCKHOLDERS' AGREEMENT
relating to stock of
ALLEGRO NEW MEDIA, INC.
DATED AS OF JULY 31, 1996
1. PURCHASE OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . 3
2. CERTAIN CORPORATE DOCUMENTS.. . . . . . . . . . . . . . . . . . . . 3
3. CURRENT OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . 4
4. TERMINATION OF AGREEMENT. . . . . . . . . . . . . . . . . . . . . . 4
5. RATIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. VALIDITY OF AGREEMENT.. . . . . . . . . . . . . . . . . . . . . . . 5
7. NOTICES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . . . . 5
9. MODIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
10. WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
12. ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 6
13. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
STOCKHOLDERS' AGREEMENT
AGREEMENT made as of the 31st day of July, 1996, by and among Xxxxx X.
Cinnamon, Xxxx Xxxxx and the persons whose signatures appear on the signature
pages hereto (all of the foregoing being hereinafter referred to collectively as
the "Stockholders" and each individually, a "Stockholder").
W I T N E S S E T H :
WHEREAS, the Stockholders own an aggregate 1,938,266 shares of the common
stock, par value $.001 per share (the "Stock") of Allegro New Media, Inc. (the
"Corporation"); and
WHEREAS, the Stockholders desire to provide for the orderly management of
the business and affairs of the Corporation, all upon the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. OWNERSHIP OF COMMON STOCK.
Effective July 31, 1996, each of the Stockholders owns, beneficially or of
record, the number of shares of Stock set forth next to his or her signature on
the signature page hereof.
2. CERTAIN CORPORATE DOCUMENTS.
The Stockholders acknowledge that they have reviewed and are familiar with
the Certificate of Incorporation and By-laws of the Corporation, copies of which
are attached hereto as Exhibits "A" and "B", respectively.
3. CURRENT OPERATIONS.
Each party hereto hereby agrees that, as long as such party remains a
Stockholder of the Corporation, such party will vote and continue to vote the
Stock owned by such party in the Corporation as follows:
(a) Each of the Stockholders will vote the shares of Stock owned by him,
and upon the conversion or exchange of any securities convertible into or
exchangeable for shares of Stock, the shares of Stock received upon such
conversion or exchange, for the election to the Board of Directors of the
Corporation (the "Board") of the individuals nominated by the Board and for the
election to the Board of Xxxx Xxxxx or another person designated by Xxxx Xxxxx.
(b) Xxxxx X. Cinnamon will vote the shares of Stock owned by him, and upon
the conversion or exchange of any securities convertible into or exchangeable
for shares of Stock, the shares of Stock received upon such conversion or
exchange, for the election to the Board of Xxxx Xxxxx or another person
designated by Xxxx Xxxxx.
(c) The Stockholders agree and acknowledge that the affairs of the
Corporation shall be managed by the Board as provided in the Certificate of
Incorporation and the By-laws of the Corporation.
4. TERMINATION OF AGREEMENT.
This Agreement shall terminate on the occurrence of any of the following
events:
(a) July 31, 1998;
(b) Cessation of the Corporation's business; or
(c) Bankruptcy, receivership or dissolution of the Corporation.
5. CORPORATE ACTION.
By executing this Agreement, the Corporation and the Stockholders agree
that this Agreement shall be incorporated into the corporate minutes and bylaws,
and if amendment of the Corporation's Certificate of Incorporation and/or bylaws
is necessary for any provisions of this Agreement to be legally enforceable, in
favor of such amendment to the Certificate of Incorporation and/or bylaws.
6. VALIDITY OF AGREEMENT.
In the event that any provision of this Agreement shall be held to be void
or unenforceable, the remaining provisions of this Agreement shall continue in
full force and effect.
7. NOTICES.
All notices required or agreed to be given hereunder by any party shall be
in writing and shall be sent by registered or certified mail, return receipt
requested, addressed to the party intended to be notified at the addresses of
the respective parties as set forth on the signature page hereto. The date of
registration or certification shall be deemed the date of giving of the notice.
Notice given as aforesaid shall be sufficient service thereof. Any party may
change his or its address by giving notice thereof to the other parties by
registered or certified mail.
8. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and shall inure to the benefit of the
parties, and their respective executors, administrators, personal
representatives, transferees, successors and assigns. If any person, firm or
corporation shall acquire any Stock of any Stockholder in any manner, whether by
operation of law or otherwise, such Stock shall be held subject to all of the
terms of this Agreement, and by taking and holding such Stock, such person, firm
or corporation shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement; provided, that the
foregoing shall not be construed to apply to any purchaser of Stock in brokerage
transactions permitted by the terms of the Lock-Up Agreement of even date
between each Stockholder and the Corporation.
9. MODIFICATION.
This Agreement may not be modified, amended or terminated except by a
subsequent writing signed by the parties to this Agreement.
10. WAIVER.
A waiver of any breach or violation of any term, provision, agreement,
covenant or condition herein contained shall not be deemed to be a continuing
waiver or a waiver of any further or past breach or violation.
11. GOVERNING LAW.
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without regard to principles of conflicts of law.
Any dispute arising out of this Agreement shall be resolved in a state court of
the State of New York located within the counties of Nassau or Suffolk, or in
the United States District Court for the Eastern District of New York. Each of
the parties hereto by executing this Agreement and accepting the benefits
hereof, hereby consents to the jurisdiction of such courts.
12. ENTIRE AGREEMENT.
This Agreement contains the entire understanding among the parties with
respect to the matters described herein and supersedes any prior understandings
and agreements between and among them respecting the subject matter of this
Agreement and any prior agreements among the Stockholders of the Corporation.
13. COUNTERPARTS.
This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
STOCKHOLDERS:
Number of
Shares of Stock Name
938,266 /s/Xxxxx X. Cinnamon
Xxxxx X. Cinnamon
Allegro New Media, Inc.
00 Xxxxxxx Xxxxxx, Xxxx 0
Xxxxxxxxx, Xxx Xxxxxx 00000
469,804 /s/Xxxx Xxxxx
Xxxx Xxxxx
Serif Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxxxxx 00000
67,913 /s/Xxxxxx Xxxxxxxxx-Attorney in Fact
Xxxxxx Xxxxxxxxx
Address:
26,250 /s/Xxxxx Xxxxx-Attorney-in-Fact
Xxxxx Xxxxx
Address:
51,276 /s/Xxxxx Xxxxxxx-Attorney-in-Fact
Xxxxx Xxxxxxx
Address:
34,942 /s/Xxxx Xxxxxx-Attorney-in-Fact
Xxxx Xxxxxx
Address:
26,250 /s/Esprit Automations-Attorney-in-Fact
Esprit Automations
Address:
12,383 /s/Xxxx Xxx-Attorney-in-Fact
Xxxx Xxx
Address:
10,319 /s/Xxxxxx X'Xxxx-Attorney-in-Fact
Xxxxxx X'Xxxx
Address:
4,128 /s/Xxxxxx Xxxxxxx-Attorney-in-Fact
Xxxxxx Xxxxxxx
Address:
4,128 /s/Xxxx Xxxxxx-Attorney-in-Fact
Xxxx Xxxxxx
Address:
4,128 /s/Xxxx Daintree-Attorney-in-Fact
Xxxx Daintree
Address:
2,683 /s/Xxxxx Xxxxxxxxxx-Attorney-in-Fact
Xxxxx Xxxxxxxxxx
Address:
17,542 /s/Xxxxx Xxxxxx-Attorney-in-Fact
Xxxxx Xxxxxx
Address:
12,270 /s/Xxxxxx Xxxxx-Attorney-in-Fact
Xxxxxx Xxxxx
Address:
6,000 /s/Xxxxxxx XxXxxxxx-Attorney-in-Fact
Xxxxxxx XxXxxxxx
Address:
6,000 /s/Xxxxxx Xxxxx-Attorney-in-Fact
Xxxxxx Xxxxx
Address:
3,000 /s/Xxx Xxxxxxxx-Attorney-in-Fact
Xxx Xxxxxxxx
Address:
3,000 /s/Xxxxxxx Xxxxxx-Attorney-in-Fact
Xxxxxxx Xxxxxx
Address:
3,000 /s/Xxx Xxxxxxx-Attorney-in-Fact
Xxx Xxxxxxx
Address:
4,000 /s/Xxxxx Xxxxxxx Xxxx-Attorney-in-Fact
Xxxxx Xxxxxxx Xxxx
Address:
23, 138 /s/Xxxxx Xxxxx-Attorney-in-Fact
Xxxxx Xxxxx
Address:
23, 138 /s/Xxxxxxx Xxxxx-Attorney-in-Fact
Xxxxxxx Xxxxx
Address:
184,708
Serif (Europe) Trustees Ltd.
Address:
