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EXHIBIT 2.2
THE DOCUMENT COMPANY
XEROX
December 2, 1998
Visioneer, Inc.
00000 Xxxxxx Xx.
Xxxxxxx, XX 00000
Re: Agreement and Plan of Merger between ScanSoft, Inc. and
Visioneer, Inc.
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger (the "Merger
Agreement"), dated as of the date hereof between ScanSoft, Inc., a Delaware
corporation ("ScanSoft"), and Visioneer, Inc., a Delaware corporation
("Visioneer"). Capitalized terms used in this letter agreement (this
"Agreement") and not defined in this Agreement shall have the meaning assigned
to them in the Merger Agreement. Pursuant to this Agreement, Xerox Corporation,
a New York corporation ("Xerox"), and Visioneer, agreeing to be bound, agree as
follows:
1. Xerox agrees to cause ScanSoft to use commercially reasonable efforts to
effectuate the transactions contemplated by the Merger Agreement and to
fulfill and cause to be fulfilled ScanSoft's obligations under the Merger
Agreement and the conditions to closing under the Merger Agreement.
2. Xerox agrees to be bound by and to use commercially reasonable efforts to
effectuate the provisions of Section 6.3 of the Merger Agreement, to the
extent Section 6.3 shall impose obligations upon Xerox.
3. Xerox agrees to be bound by and to use commercially reasonable efforts to
effectuate the provisions of Section 6.12 of the Merger Agreement, to the
extent Section 6.12 shall impose obligations upon Xerox.
4. Xerox hereby agrees to be bound by and to use commercially reasonable efforts
to effectuate the provisions of Section 6.6 of the Merger Agreement.
5. Xerox agrees that during the period commencing on the Effective Time and
ending on the second anniversary of the Effective Time, Xerox's percentage
ownership of Visioneer's Common Stock will not exceed 49.5%.
Xerox Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
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Visioneer, Inc.
December 2, 1998
Page two
6. In accordance with Section 6.18 of the Merger Agreement, Xerox agrees to
cancel, as of the Effective Date, the Tax Agreement by and between Xerox
and ScanSoft.
7. This Agreement is being executed and delivered by each of Xerox and
Visioneer concurrently with the execution and delivery of the Merger
Agreement.
8. Xerox represents and warrants to Visioneer, and Visioneer represents and
warrants to Xerox, that this Agreement has been duly executed and delivered
by it and constitutes its valid and binding obligation, enforceable
against it in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies.
If you are in agreement with the foregoing, please execute this Agreement in
the space provided below, whereupon this Agreement shall become binding on you
and us.
Very truly yours,
XEROX CORPORATION
By: /s/ XXXX XXXXX
------------------------------------
Xxxx Xxxxx
Vice President
Agreed and accepted as of the date
first above written:
VISIONEER, INC.
By: /s/ XXXXX XXXXX
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Xxxxx Xxxxx
President and Chief Executive Officer
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