CE Computer Equipment XX
Xxxxxxxxx Xxx. 000X
00000 Xxxxxxxxx
Xxxxxxx
LETTER WAIVER
March 22, 2000
TREEV, Inc.
Attn: Xxxxx X. Xxxxxx
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
X.X.X.
Ref.: Agreement and Plan of Merger, dated as of November 19, 1999, between CE
Computer Equipment AG and TREEV, Inc.
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger, dated as of
November 19, 1999 (the "Merger Agreement"), between CE Computer Equipment AG
("CE") and TREEV, Inc. ("TREEV") and in particular to Section 7.02(g) of the
Merger Agreement.
In accordance with Section 8.04 of the Merger Agreement, CE
hereby irrevocably and unconditionally waives compliance with the closing
condition contained in Section 7.02(g) of the Merger Agreement.
The Merger Agreement, except to the extent of the waiver
specifically provided above, is and shall continue to be in full force and
effect.
Very truly yours
CE COMPUTER EQUIPMENT AG
/s/ Xxxxxx Xxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Member of the Management Board
