EXHIBIT 10.31
Warrant Cancellation Agreement, Page 1
WARRANT CANCELLATION AGREEMENT
Warrant Cancellation Agreement dated as of November 20, 1996
among All-Comm Media Corporation (the "Company") and each of the Company's
securityholders party hereto.
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, subject to completion of the Offering and satisfaction
of certain other conditions, each of the undersigned securityholders had the
contingent right to receive certain Common Stock purchase warrants in
consideration of certain lockup agreements previously agreed with the Company
(the "Lock-up Warrants");
WHEREAS, each of the undersigned securityholders holds securities
of the Company other than Lock-up Warrants;
WHEREAS, each of the undersigned securityholders 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;
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 Lock-up Warrants. Each of the undersigned
securityholders hereby irrevocably agrees to waive and to the cancellation of
any and all its contingent rights to receive Lock-up Warrants from the Company,
and agrees that such Lock-up Warrants shall not be issuable and shall be void ab
initio.
Warrant Cancellation Agreement, Page 2
2. Lock-up Arrangements. Each of the undersigned securityholders
agrees that the nine month lock-up arrangements it previously entered into with
the Company regarding the Offering shall remain in full force and effect
notwithstanding the cancellation of the Lock-up Warrants.
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 their Lock-up Warrants. 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 or their behalf as of this 20th day of
November, 1996.
All-Comm Media Corporation
By:_________________________
Name:
Title:
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Xxxxx Xxxxxx
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Xxxxx Xxxxxxxxx
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Xxxx Xxxxxx
Xxxxxx/Xxxxxxxxx Partnership
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Name:
General Partner
