AMENDMENT TO ESCROW AGREEMENTS
This Amendment to Escrow Agreements and Employment Agreement (the
"Amendment Agreement") is made as of September 5, 1996 by and among Allegro New
Media, Inc., a Delaware corporation (the "Company"), Xxxxx X. Cinnamon, Xxxxxxx
Xxxxxxx and Blau, Kramer, Wactlar & Xxxxxxxxx, P.C., as escrow agent (the
"Escrow Agent").
WHEREAS, the parties hereto have entered into an escrow agreement dated as
of December 27, 1993 (the "1993 Escrow Agreement") and an Escrow Agreement dated
as of May 25, 1995 (the "1995 Escrow Agreement"; and together with the 1993
Escrow Agreement, sometimes hereinafter referred to as the "Escrow Agreements");
WHEREAS, the Board of Directors of the Company have determined that it is
appropriate and in the best interests of the Company to amend the
above-referenced Escrow Agreements in order to provide for (a) the release from
escrow to Xxxxx X. Cinnamon of all shares of Common Stock, par value $.001 per
share (the "Common Stock") held in escrow pursuant to the Escrow Agreements, (b)
the release from escrow to Xxxxxxx Xxxxxxx of 14,000 shares of Common Stock
pursuant to the Escrow Agreements, and (c) the surrender by Xx. Xxxxxxx of all
remaining shares of Common Stock held in escrow pursuant to the Escrow
Agreements;
NOW, THEREFORE, in consideration of the mutual premises and covenants set
forth herein, the parties hereto agree as follows:
1. All 100,000 shares of Common Stock held in escrow by the Escrow Agent
under the 1993 Escrow Agreement shall be released to Xxxxx X. Cinnamon as of the
date hereof. All 200,000 shares of Common Stock held in escrow by the Escrow
Agent pursuant to the 1995 Escrow Agreement shall be released to Xxxxx X.
Cinnamon as of the date hereof.
2. 14,000 shares of Common Stock held in escrow pursuant to the 1995 Escrow
Agreement shall be released to Xxxxxxx Xxxxxxx as of the date hereof. All other
shares of Common Stock held in escrow pursuant to either the 1993 Escrow
Agreement or the 1995 Escrow Agreement shall be surrendered to the Company for
cancellation.
3. Each of the 1993 Escrow Agreement and the 1995 Escrow Agreement are
hereby terminated in their entirety, except that the indemnification and
exculpation provisions contained therein (including without limitation Sectin
5(c) thereof) running in favor of the Escrow Agent shall continue in effect,
with the Company being the sole obligor therefore.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first above written.
ALLEGRO NEW MEDIA, INC.
/s/Xxxx X. Xxxxxxxxx
By:---------------------------
Xxxx X. Xxxxxxxxx
Vice President-Finance
/s/Xxxxx X. Cinnamon
----------------------------
Xxxxx X. Cinnamon
/s/Xxxxxxx Xxxxxxx
----------------------------
Xxxxxxx Xxxxxxx
BLAU, KRAMER, WACTLAR &
XXXXXXXXX, P.C., as Escrow Agent
/s/Xxxx X. Xxxxxxx
By:---------------------------
Xxxx X. Xxxxxxx
Member
