1
ALLEGRO NEW MEDIA, INC.
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
(000) 000-0000
March 27, 1997 Exhibit 10.45
X.X. Xxxxxxx & Co., Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Letter Agreement dated August 20, 1996 Between Us (the "Letter
Agreement"), Engagement Agreement dated December 27, 1993
between us, as amended (the "Engagement Agreement") and Right
of First Refusal Agreement Dated December 12, 1995 between us
(the "Right of First Refusal Agreement")
Gentlemen:
Pursuant to the Engagement Agreement, the Right of First Refusal
Agreement and the Letter Agreement, Allegro New Media, Inc. (the "Company")
hereby exercises its rights set forth in Section 17 of the Engagement Agreement,
as amended by the Letter Agreement, to terminate X.X. Xxxxxxx & Co., Inc.'s
right to be the Company's exclusive investment banker, its right of first
refusal with respect to financing transactions, its mergers and acquisitions
agreement (with respect to any companies introduced after the date hereof), the
consulting agreement between the Company and X.X. Xxxxxxx & Co., Inc. and all
other investment banking obligations of the Company to X.X. Xxxxxxx & Co., Inc.
In consideration for such termination, the Company hereby agrees to deliver to
X.X. Xxxxxxx Holdings, Inc., your designee, stock certificates representing
62,428 shares, and to Xxxxxxx X. Xxxxx, stock certificates representing 9,000
shares of Common Stock, par value $.001 per share, of the Company. This
agreement does not have any affect on any registration rights which X.X. Xxxxxxx
& Co., Inc. has with respect to any shares of capital stock, warrants or options
of the Company, including piggyback registration rights with repect to its
warrant dated August 20, 1996 to purchase 440,000 shares of Common Stock.
If the foregoing accurately sets forth our understanding, please sign
where indicated below.
Sincerely,
ALLEGRO NEW MEDIA, INC.
By: /s/Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Vice President, Treasurer, Chief Operating
Officer and Chief Financial Officer
Accepted and agreed:
X.X. XXXXXXX & CO., INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chairman
