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EXHIBIT 2.03
December 8, 1995
Caere Corporation
000 Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx,
Chief Financial Officer
Ladies and Gentlemen:
In connection with that certain Agreement and Plan of Reorganization and
Merger between Caere Corporation ("Caere") and ViewStar Corporation ("ViewStar")
dated as of October 9, 1995, as amended and restated October 23, 1995 (the
"Merger Agreement"), ViewStar, X. Xxxxxx Xxxxx, Jr., as Indemnifying
Shareholders' Agent and the additional undersigned "Signing Shareholders" hereby
agree with you that the sum of $25,000 being paid by ViewStar to Xxxxxxx X.
Xxxxx ("Recht") under the Separation Agreement and Mutual Release being entered
into between ViewStar and Recht, a true and complete copy of which has been
delivered to you by ViewStar (the "Separation Agreement"), will be treated as
"Company Excess Employee Expenses" for purposes of the Merger Agreement. In
consideration of our so agreeing, you agree to waive any breach of
representation and warranty by ViewStar in Section 2 of the Merger Agreement and
any breach of the covenants of ViewStar contained in Section 4 of the Merger
Agreement that may have occurred or that may occur by reason of ViewStar
entering into the Separation Agreement with Recht or performing its obligations
thereunder.
Sincerely,
VIEWSTAR CORPORATION,
a California Corporation
By:
Print Name:
Title:
X. Xxxxxx Xxxxx, Jr., as
Indemnifying Shareholders' Agent
Accepted:
CAERE CORPORATION,
a Delaware Corporation
By:
Xxxxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
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VIEWSTAR ACQUISITION CORP.,
a California Corporation
By:
Xxxxxxx X. Xxxxxx
Chief Financial Officer
SIGNING SHAREHOLDERS:
Xxxxxx Xxxxxxxxxxxx
Xxxx Xxxxx
XXXXXXXX FUND
By:
Print Name:
Title:
XXXXX & XXXXXX
By:
Print Name:
Title:
WONGFRATRIS COMPANY
By:
Print Name:
Title:
