AMENDED AND RESTATED OPTION CANCELLATION AGREEMENT
Amended and Restated Option Cancellation Agreement dated as of
December 23, 1996 among All-Comm Media Corporation (the "Company"), ▇▇▇▇▇ ▇▇▇▇▇▇
and E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
WHEREAS, the Company has filed a registration statement with
the Securities and Exchange Commission for a proposed underwritten registered
public offering (the "Offering") of shares of its common stock, par value $.01
per share (the "Common Stock"), and for the delayed offering of shares of Common
Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the
Company that the existence of the current number of options, warrants or other
rights convertible or exercisable for shares of the Common Stock could be
detrimental to the Offering and to secondary trading in the Common Stock
following consummation of the Offering;
WHEREAS, in September 1996, the Company awarded to each of
Messrs. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ options to purchase 300,000 shares of Common Stock,
and each of them holds securities of the Company other than such options;
WHEREAS, each of Messrs. ▇▇▇▇▇▇ and Savage is willing to enter
into this Agreement in order to induce the Company to proceed with the Offering
and in order to derive or have the potential to derive economic benefit
therefrom;
WHEREAS, the parties hereto are parties to an Option
Cancellation Agreement dated as of November 20, 1996 (the "Old Agreement"); and
WHEREAS, the parties wish to amend and restate the Old
Agreement to change the date of the consummation of the transactions
contemplated thereby from immediately prior to the Offering to December 23,
1996;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
1. Cancellation of Options. On and as of the date hereof, each
of Messrs. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ severally irrevocably waives and agrees to the
cancellation of any and all rights he has or may have had to 150,000 of the
options awarded to him by the Company in September 1996, and agrees that such
options shall be treated for all purposes as null and void ab initio.
Amended and Restated
Option Cancellation
Agreement, Page 2
2. Remaining Options. The Company confirms and agrees that all
other options granted to Messrs. ▇▇▇▇▇▇ and Savage, including the balance of the
options awarded to each of them in September 1996 which are not being cancelled
under paragraph 1, shall remain in full force and effect in accordance with
their respective terms and shall not be affected by this Agreement.
3. Miscellaneous. This Agreement may not be modified except in
a writing signed by or on behalf of all of the parties hereto. This Agreement
constitutes the entire agreement of the parties with respect to the cancellation
of the options specified as being cancelled hereby. This Agreement may be signed
in one or more counterparts, all of which shall constitute a single original.
IN WITNESS WHEREOF, each of the undersigned has duly signed or
caused this Agreement to be signed on its behalf as of this 23rd day of
December, 1996.
All-Comm Media Corporation
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial
Officer
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E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇