Exhibit 10.11
XXXXX XXXXXX AND XXXXXXX XXXXXXX
0000 X. XXXXXXX XXXX., #0000
XXX XXXXXXX, XXXXXXXXXX 00000
December 14, 2000
Vsource, Inc.
0000 Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Re: Online Transaction Technology, Inc.
Gentlemen:
We wish to supplement the Merger Agreement dated as of December 14, 2000
(the "Agreement") among Vsource, Inc. ("Vsource"), XXX Acquisition Corp., Online
Transaction Technology, Inc. (the "Company"), and Xxxxx Xxxxxx and Xxxxxxx
Xxxxxxx (the "Founders"). Capitalized terms in this letter unless otherwise
defined have the meanings set forth in the Agreement.
For good cause and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, we agree that the Losses indemnified by the
Founders pursuant to Section 9.1 of the Agreement shall include any Losses
resulting from any additional shares of Company Common Stock or Parent Common
Stock issuable to Cumetrix Data Systems or Xxxxx Xxxxx Xxxx, Xxxxxx Xxxxx, Xxxxx
Xxxxx, JMI Limited, L.P., or Xxxx Xxxxxxxx pursuant to the anti-dilution or
preemptive rights provisions of any warrants or preferred stock of the Company
outstanding prior to the Closing.
Sincerely,
//s//
Xxxxx Xxxxxx
//s//
Xxxxxxx Xxxxxxx
