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EXHIBIT 10.45
August 8, 1997
Xxxxx Xxxxx
Xxxxx Holdings, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Registration Rights With Respect to O'Gara Common Stock
Dear Jules:
In connection with the execution and delivery on today's date of that
certain Plan and Agreement to Merge among The O'Gara Company ("Company"), VDE,
Inc., Kroll Holdings, Inc. ("KHI") and Xxxxx Xxxxx ("Kroll") (the "Merger
Agreement"), this letter agreement sets forth the registration rights, after the
Effective Time of the Merger, of each of Kroll and Xxxxxx X. X'Xxxx ("X'Xxxx")
relating to the shares of the Company's common stock owned by Kroll and O'Gara.
Defined terms used but not defined herein shall have the meanings assigned to
them in the Merger Agreement.
If the Company registers any shares of its common stock, $.0l par value
per share (the "Company Common Stock"), for sale after the Effective Time of the
Merger pursuant to the Securities Act of 1933 (the "Act") and if any shares of
Company Common Stock owned by O'Gara are included in such registration
statement, then the Company will afford to Kroll the opportunity, on a pro-rata
basis with O'Gara, to include in such registration statement shares of Company
Common Stock owned by Kroll, on the same terms and conditions and subject to the
same limitations as shall apply to O'Gara.
If the Company registers any shares of its Company Common Stock for
sale after the Effective Time of the Merger pursuant to the Act and if any
shares of Company Common Stock owned by Kroll are included in such registration
statement, then the Company will afford to O'Gara the opportunity, on a pro-rata
basis with Kroll, to include in such registration statement shares of Company
Common Stock owned by O'Gara, on the same terms and conditions and subject to
the same limitations as shall apply to Kroll.
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Xxxxx Xxxxx
August 8, 1997
Page 2
Please evidence your agreement by signing both copies of this letter in
the space provided below and returning one copy to the undersigned.
Sincerely yours,
THE O'GARA COMPANY
By:_____________________________
Xxxxxx X. X'Xxxx, Chairman
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Xxxxxx X. X'Xxxx, Individually
Agreed:
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Xxxxx Xxxxx
