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EXHIBIT 2.3
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 deposit or to cause ScanSoft to deposit with the Exchange
Agent on or prior to the Election Date an amount in cash equal to the
product of the Cash Merger Consideration multiplied by the Cash Election
Number.
2. This Agreement is being executed and delivered by each of Xerox and
Visioneer concurrently with the execution and delivery of the Merger
Agreement.
3. 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.
Xerox Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
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Visioneer, Inc.
December 2, 1998
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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/ XXXXXX X. FILTER
-----------------------------------
E.M. Filter
Vice President, Treasurer and Secretary
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
