Exchange Agent Agreement

EXCHANGE AGENT AGREEMENT


November 19, 1996


American Stock Transfer & Trust Company 40 Wall Street New York, New York 10005


Ladies and Gentlemen:


In connection with the merger ("Merger") of SPC Acquisition Corporation, a Delaware corporation ("Sub") and wholly-owned subsidiary of Allegro New Media, Inc., a Delaware corporation ("Allegro"), with and into Software Publishing Corporation, a Delaware corporation ("SPC"), pursuant to the Agreement and Plan of Reorganization dated as of October 1, 1996 (the "Merger Agreement"), a copy of which is attached hereto, at the effective time of the Merger ("Effective Time"), each issued and outstanding share of common stock, par value $.001 per share, of SPC ("SPC Common Stock") will be converted into the right to receive 0.26805 shares of common stock, par value $.001 per share, of Allegro ("Allegro Common Stock"), together with cash (without interest) in lieu of fractional shares at a rate for each share of Allegro Common Stock based on a formula outlined in the Merger Agreement. You will be notified of the Effective Time and the purchase price for fractional shares by no later than the first business day following the Effective Time.


Allegro and SPC have delivered or will deliver to you (i) a copy of the letter of transmittal ("Letter of Transmittal") to be sent to holders of record of shares of SPC Common Stock ("SPC Stockholders"), (ii) copies of all other documents or materials, if any, to be forwarded to SPC Stockholders, (iii) a certified copy of resolutions adopted by the Board of Directors of SPC authorizing the Merger, the appointment of an exchange agent and execution of an exchange agent agreement, (iv) upon receipt by SPC from SPC's transfer agent, a list showing the names and addresses of all SPC Stockholders as of the Effective Time and the number of shares of SPC Common Stock held by each SPC Stockholder immediately prior to the Effective Time, (v) upon receipt by SPC from SPC's transfer agent, a list of certificates (including certificate numbers) representing shares of SPC Common stock that have been or are, as such date, lost, stolen, destroyed or replaced or restricted as to transfer (noting the text of the restrictive legends applicable thereto) or with respect to which a stop transfer order has been noted (such lists being herein referred to as the "Lists") and (vi) a copy of the Merger Agreement.


As soon as practicable after (and in any event no later than the third business day after) the Effective Time, the Exchange Agent (as defined below) will mail to each SPC Stockholder (a) a notice advising such holder of the effectiveness of the Merger and the applicable terms of 2 the exchange effected thereby, (b) a Letter of Transmittal with instructions, (c) a self-addressed return envelope, (d) tax certification guidelines, and (e) any other material deemed appropriate by SPC and Allegro.


This will confirm the appointment by Allegro of American Stock Transfer & Trust Company as the exchange agent ("Exchange Agent") and, in that capacity, the authorization of the Exchange Agent to act as agent for the SPC Stockholders for the purpose of receiving the Allegro Common Stock and cash in lieu of fractional shares to be issued in exchange for shares of SPC Common Stock and transmitting the same to the SPC Stockholders upon satisfaction of the conditions set forth herein. Your duties, liabilities and rights as Exchange Agent are as set forth herein and will be governed, in addition, by the applicable terms of the Merger Agreement.


In carrying out your duties as Exchange Agent, you are to act in accordance with the following:


1. Examination of Letters of Transmittal. You are to examine Letters of Transmittal, certificates representing shares of SPC Common Stock and other documents delivered or mailed to you by or for SPC Stockholders to ascertain, to the extent reasonably determined by you, whether:


(a) the Letters of Transmittal appear to be duly executed and properly completed in accordance with the instructions set forth therein;


(b) the certificates for shares of SPC Common Stock appear to be properly surrendered and, if applicable, endorsed for transfer;


(c) the other documents, if any, used in the exchange appear to be duly executed and properly completed and in the proper form; and


(d) the certificates for shares of SPC Common Stock are free of restrictions on transfer or stop orders except as set forth on the Lists.


In the event you ascertain that any Letter of Transmittal or other document has been improperly completed or executed, that any of the certificates for shares of SPC Common Stock are not in proper form or some other irregularity exists, you shall attempt to resolve promptly the irregularity and may use your best efforts to contact the appropriate SPC Stockholder by whatever means of communication you deem most expedient to correct the irregularity and, upon consultation with SPC, shall endeavor to take such other reasonable action as may be necessary to cause such irregularity to be corrected, and the determination of any questions referred to SPC or its counsel by you as to the validity, form and eligibility, as well as the proper completion or execution of the Letters of Transmittal and other documents, shall be final


2 3 and binding, and you may rely thereon as provided in Section 12(a) hereof.


2. Exchange of Shares. (a) As soon as practicable after the Effective Time and after surrender to you of all certificates for shares of SPC Common Stock registered to a particular record holder or holders (and only after surrender of all such certificates) and the return of a properly completed and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed to the holder(s) in whose name such certificates were registered (or such other person as shall have been specified pursuant to the terms hereof) (i) the whole number of shares of Allegro Common Stock issuable pursuant to the Merger Agreement, registered in the name of such holder(s) and (ii) a check in lieu of any fractional shares ("Cash Amount"). Allegro shall provide you the amount of cash sufficient to make all payments for fractional shares calculated.


(b) Until so surrendered, each certificate which immediately prior to the Effective Time represented outstanding shares of SPC Common Stock shall, at and after the Effective Time, entitle the holder(s) thereof only to receive, upon surrender of it and all other identically registered certificates, the certificates representing shares of Allegro Common Stock and the Cash Amount contemplated by the preceding paragraph.


(c) No dividends or other distributions otherwise payable after the Effective Time to a holder of record of certificates representing shares of SPC Common Stock shall be paid to such holder unless and until such holder shall have surrendered all certificates representing shares of SPC Common Stock registered to such holder. The Exchange Agent shall place and hold any other distributions not paid to such holders pursuant to the requirements of the foregoing sentence and shall (subject to applicable escheat laws) pay such distributions to each holder of record entitled thereto after such holder shall have surrendered all certificates for shares of SPC Common Stock registered to such holder. No i ...