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EXHIBIT 2.14
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of January 20, 1998, to the Agreement and
Plan of Reorganization, dated as of December 23, 1997 (the "Plan"), by and
amoung Micro Focus Group PLC, XDB Systems, Inc., Dr. S. Xxxx Xxx and Xxxx Xxx.
The parties to the Plan hereby agree as follows:
1. Amendments. The Plan is hereby amended as follows:
1.1. Section 1.1.2 of the Plan is amended by replacing, in the
first line of the second paragraph thereof, the amount $13,355,000 with the
amount $13,055,000.
1.2. Section 1.3 of the Plan is amended to read in its entirely
as follows:
"1.3. Escrow Agreement. Pursuant to the Escrow Agreement, on the
Closing Date, Parent will (i) withhold, pro rata, from the shares of Parent
Stock that would otherwise be delivered to the Shareholders a number of shares
equal to 10% of the total number of shares of Parent Stock issued to them in the
Merger and (ii) deposit or cause to be deposited in escrow certificates
representing the shares thus withheld. The shares of Parent Stock withheld
pursuant to this Section 1.3 ("Escrow Shares") will be held solely as collateral
for the indemnification obligations of the Shareholders under Section 10.2.1,
pursuant to the Escrow Agreement."
1.3. Section 10.1 of the Plan is amended to replace the words
"Company Tax Exposure" in the fifth line thereof with the following: "the
potential Company tax liabilities described in Exhibit 1.3 (the "Company Tax
Exposure").
2. Reaffirmation. The Plan, as amended hereby, is and shall continue to
be in full force and effect and is hereby in all respects reaffirmed, remade and
ratified.
IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 as of the date first above written.
MICRO FOCUS GROUP PLC SHAREHOLDERS
By: /s/ Xxxxxx Xxxxxx /s/ S. Xxxx Xxx
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Name: Xxxxxx Xxxxxx Dr. S. Xxxx Xxx
Title: President and CEO
XDB SYSTEMS, INC.
By: /s/ S. Xxxx Xxx /s/ Xxxx Xxx
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Name: S. Xxxx Xxx Xxxx Xxx
Title: Chairman of the Board
