AMENDMENT NO. 1 TO ESCROW AGREEMENT
This Amendment No. 1 to Escrow Agreement is made as of April 1, 1997 by and
among Allegro New Media, Inc., a Delaware corporation (the "Company"), Serif
Inc., a Delaware corporation, Xxxxxx X. Xxxxxxxxx, as Stockholders'
Representative and as attorney-in-fact for the Stockholders (as such terms are
defined in the Escrow Agreement) ("Alexander" or the "New Stockholders'
Representative"), Moritt, Xxxx & Hamroff, LLP, as new Escrow Agent (the "New
Escrow Agent"), and Blau, Kramer, Wactlar & Xxxxxxxxx, P.C., as former Escrow
Agent (the "Former Escrow Agent").
WHEREAS, the parties hereto, other than the New Escrow Agent and Alexander,
did, together with Xxxx Xxxxx ("Xxxxx" or the "Former Stockholders'
Representative"), enter into an Escrow Agreement, dated as of July 31, 1996 (the
"Escrow Agreement"); and
WHEREAS, in furtherance of a letter agreement, dated October 14, 1996,
between the Company and Jones, Jones, pursuant to authority granted under
Section 6.02 of the Escrow Agreement as the Stockholder entitled to a majority
of the Escrowed Property (as defined in the Escrow Agreement), and the authority
granted under Section 12.8 of the Reorganization Agreement (as defined in the
Escrow Agreement), the latter authority being consented to by the Company by the
Company's execution and delivery of this Amendment No. 1 to Escrow Agreement,
did appoint Alexander as the New Stockholders' Representative and
attorney-in-fact for the Stockholders; and
WHEREAS, the Company and New Stockholders Representative have determined it
to be appropriate and in their and the Stockholders' best interests to appoint
the New Escrow Agent as the escrow agent under the Escrow Agreement in
substitution of the Former Escrow Agent and, in connection therewith, amend the
Escrow Agreement in order to substitute the New Escrow Agent for the Former
Escrow Agent thereunder;
NOW, THEREFORE, in consideration of the mutual premises and covenants set
forth herein, the parties hereto agree as follows:
1. The Company and the Stockholders' Representative hereby appoint the New
Escrow Agent as successor escrow agent to the Former Escrow Agent pursuant to
the terms of and under the Escrow Agreement and the New Escrow Agent hereby
accepts such appointment.
2. In connection with the appointment of the New Escrow Agent, the Former
Escrow Agent has been directed to deliver all of the Escrowed Property to the
New Escrow Agent and the Former Escrow Agent has made such delivery
simultaneously with the execution and delivery of this Amendment No. 1 to Escrow
Agreement. The New Escrow Agent hereby acknowledges receipt of the Escrowed
Property.
3. The Company and the Stockholders' Representative hereby release the
Former Escrow Agent from any and all liability under the Escrow Agreement.
4. For all purposes with respect to the Escrow Agreement, the New Escrow
Agent shall be substituted for the Former Escrow Agent as escrow agent
thereunder and the Escrow Agreement is hereby amended to the effect that (a)
references to "Blau, Kramer, Wactlar & Xxxxxxxxx, P.C." henceforth shall be
deemed to refer to "Moritt, Xxxx & Hamroff, LLP", (b) and all references to the
address of the Escrow Agent , and the address for copies of all notices,
consents, requests, instructions, approvals and other communications given, made
or served upon the Company, shall be deemed to refer to "400 Xxxxxx Xxxx Xxxxx,
Xxxxx 000, Xxxxxx Xxxx, Xxx Xxxx 00000, Fax No. (000) 000-0000."
5. Except as otherwise provided herein, the terms and provisions of the
Escrow Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first above written.
ALLEGRO NEW MEDIA, INC.
By:/s/Xxxxx X. Cinnamon
Xxxxx X. Cinnamon, President
SERIF INC.
By:/s/Xxxxx X. Cinnamon
Xxxxx X. Cinnamon, President
/s/Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx, as Stockholders'
Representative and as Attorney-in-Fact for
the Stockholders
BLAU, KRAMER, WACTLAR &
XXXXXXXXX, P.C.,
as Former Escrow Agent
By:/s/Xxxxxx X. Xxxxxxx
Name:
Title:
MORITT, XXXX & HAMROFF, LLP,
as New Escrow Agent
By:/s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Partner
