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EXHIBIT 4.5
NUKO INFORMATION SYSTEMS, INC.
February 28, 1997
RGC International Investors LDC
c/o Xxxx Xxxx Capital Management, LP
000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxx, XX 00000
Gentlemen:
In consideration of the agreements set forth herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties to this letter agreement, intending to be
legally bound, hereby agree as follows:
Nuko Information Systems, Inc. (the "Company") hereby agrees to issue
to RGC International Investors LDC ("RGC") a warrant, in the form attached
hereto as Exhibit A, to purchase 625,000 shares of the Company's common stock,
par value $.001 per share. The exercise price of the warrant shall be equal to
110% of the average closing bid price for the common stock for the thirty
trading day period beginning on the first trading day of June 1997.
The shares underlying the warrant will be registerable by the Company
pursuant to the terms of the Warrant Share Registration Rights Agreement
attached hereto as Exhibit B.
Notwithstanding anything to the contrary set forth in the Certificate
of Designation defining the rights of the Company's Series A Convertible
Preferred Stock, RGC hereby agrees that the step-up from a 10% discount to a
15% discount described in Section VI(B)(a) thereof that will currently take
effect on March 17, 1997, shall be deferred until April 30, 1997 with respect
to the 5,000 shares of such Series issued pursuant to the second closing under
the Securities Purchase Agreement, December 13, 1996, between the Company and
RGC. Any assignees of RGC's rights in such 5,000 shares shall be bound by the
terms of this paragraph.
If you are in agreement with the foregoing, please execute this letter
agreement in the space provided below.
Sincerely.
/s/ PRATAP S. KONDAMOORI
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Xxx Kondamoori, President
NUKO Information Systems, Inc.
RGC International Investors, LDC
By: Xxxx Xxxx Capital Management, L.P.,
Investment Manager
By: RGC General Partner Corp.,
General Partner
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx, Managing Director
