Common use of Share Purchase Clause in Contracts

Share Purchase. 2.1 Upon the terms and subject to the conditions of this Agreement, the Vendors hereby agree to sell to Caleco, and Caleco hereby agrees to purchase from the Vendors, the following shares of Natac (collectively, the “Natac Shares”), free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 18 shares in the capital stock of Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 18 shares in the capital stock of Natac 2.2 In consideration for the sale of the Natac Shares by the Vendors to Caleco, Caleco shall issue to the Vendors the following shares of Caleco (collectively, the “Caleco Shares”), free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 2,150,000 shares of common stock of Xxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 2,150,000 shares of common stock of Caleco 2.3 Each Vendor acknowledges that the Caleco Shares are “restricted securities” within the meaning of the Securities Act and will be issued to each Vendor in accordance with Regulation S of the Securities Act. Any certificates representing the Caleco Shares will be endorsed with the following legend in accordance with Regulation S of the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURUSANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

Share Purchase. 2.1 Upon the terms (i) The Buyer shall cause to be prepared and subject to the conditions of this Agreement, the Vendors hereby agree to sell to Caleco, and Caleco hereby agrees to purchase from the Vendors, the following shares of Natac (collectively, the “Natac Shares”), free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 18 shares in the capital stock of Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 18 shares in the capital stock of Natac 2.2 In consideration for the sale of the Natac Shares by the Vendors to Caleco, Caleco shall issue to the Vendors the following shares of Caleco (collectively, the “Caleco Shares”), free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 2,150,000 shares of common stock of Xxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 2,150,000 shares of common stock of Caleco 2.3 Each Vendor acknowledges that the Caleco Shares are “restricted securities” within the meaning of the Securities Act and will be issued to each Vendor filed on a timely basis in accordance with Regulation S applicable and past practice, all Tax Returns for Sierra China for (A) any Pre-Closing Tax Period for which Tax Returns have not been filed as of the Securities ActClosing Date and (B) for any Straddle Period for which Tax Returns are required to be prepared and filed (all Tax Returns referred to in clause (A) and (B) above collectively being referred to herein as the "Stub Period Returns"). Any certificates representing The Sellers and the Caleco Shares will Buyer shall co-operate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be endorsed required for the preparation of all Stub Period Returns and shall preserve such data and other information until the expiration of any applicable limitation period under any Applicable Law with respect to such Stub Period Returns. The Buyer shall provide to the following legend Seller for its review and comment a copy of the Stub Period Returns at least thirty (30) days prior to the date such Stub Period Return is required to be filed (or, if any such Stub Period Return is due within 30 calendar days of the Closing Date, reasonably in advance of filing to permit the Seller sufficient time to review such Stub Period Return prior to the due date for filing thereof). The Seller shall provide its comments (if any) to each such Stub Period Return to the Buyer within 15 calendar days of its receipt of such Stub Period Return (or, if such Stub Period Return is due within 30 calendar days of the Closing Date, reasonably in advance of filing to permit the Buyer sufficient time to consider such comments). The Parties shall act in good faith to resolve any such disputes prior to the date on which the relevant Stub Period Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall be resolved by an Independent Accountant. The fees and expenses of such Independent Accountant shall be borne by the Parties in accordance with Regulation S Section 2.7(f). The Sellers shall pay to the Buyer (A) all reasonable costs of the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 preparation and filing of the Stub Period Returns with respect to the Pre-Closing Tax Periods and (THE “ACT”B) one-half of the costs (including reasonable allocation of internal costs) of the preparation and filing of the Stub Period Returns with respect to Straddle Periods, in each case unless such amount has been accounted for in the Net Working Capital. (ii) Other than Taxes which were specifically taken into account in computing the Net Working Capital, the Seller shall pay (A) all Taxes due with respect to all Tax Returns for Sierra China for any Pre-Closing Tax Period and (B) with respect to all Tax Returns for Sierra China for any Straddle Period such Taxes as are allocable to the portion of the Straddle Period ending immediately prior to the Closing Date (as determined under Section 9.1(a)(iii)). (iii) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending immediately prior to the Closing Date shall be: (A) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION Sthe amount of such Taxes for the entire Straddle Period (including Taxes determined on an arrears basis with respect to the Straddle Period) multiplied by a fraction, PURUSANT TO AN EFFECTIVE REGISTRATION UNDER THE ACTthe numerator of which is the number of calendar days in the Straddle Period prior to the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and (B) in the case of Taxes not described in (A) above (such as franchise Taxes, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACTTaxes that are based upon or related to income or receipts, or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount of such Taxes determined as if such Tax period ended immediately prior to the Closing Date.”

Share Purchase. 2.1 Upon the terms and subject to the conditions of this Agreement, the Vendors hereby agree to sell to Caleco, and Caleco hereby Each undersigned purchaser (“Purchaser”) irrevocably agrees to purchase from the VendorsRezolute, the following shares of Natac Inc., a Delaware corporation (collectively, “Rezolute” or the “Natac SharesCompany”), that number of Shares of Series AA Preferred Stock of Rezolute set forth on the signature page hereto (the “Offered Shares” or the “Securities”) at a price of $10.00 per Offered Share (the “Purchase Price”). The Purchasers shall receive a credit for the $1,500,000 exclusivity payment previously paid to the Company. All figures are in United States Dollars unless otherwise specified. Upon receipt by Rezolute of the Purchase Price and satisfaction of the subject to Conditions set forth herein in Section 7 of this Agreement (the “Conditions”), the Company shall sell to the Purchaser the Offered Shares free and clear of all liensencumbrances, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 18 shares the Purchaser shall purchase the Offered Shares (“Closing”). The Closing shall take place on or about January 11, 2019, or such other date as the Parties may agree in writing (the “Closing Date”). The Securities purchased for herein, will not be deemed issued to, or owned by, Purchaser until, the Purchase Agreement has been executed by Purchaser and accepted by Rezolute, and all payments required to be made herein have been made. Within twenty (20) days after the Closing, Rezolute will deliver the certificates representing the Offered Shares purchased by Purchaser at the address set forth in the capital stock of Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 18 shares registration instructions set forth on the signature page (unless Purchaser otherwise instructs Rezolute in the capital stock of Natac 2.2 In consideration for the sale writing). None of the Natac Offered Shares by to be issued under this Agreement have been registered under the Vendors to CalecoSecurities Act of 1933, Caleco shall issue to the Vendors the following shares of Caleco as amended (collectively, the “Caleco SharesU.S. Securities Act”), free and clear or the securities laws of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 2,150,000 shares of common stock of Xxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 2,150,000 shares of common stock of Caleco 2.3 Each Vendor acknowledges that any state in the Caleco Shares are “restricted securities” within United States. The Closing is subject to the meaning fulfillment of the Securities Act Conditions, which Conditions Rezolute and will Purchaser covenant to exercise their reasonable best efforts to have fulfilled on or prior to the Closing Date: (i) Purchaser shall have tendered the Purchase Price to Rezolute; (ii) all relevant documentation and approvals as may be issued to each Vendor in accordance with Regulation S required by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules shall have been obtained and, where applicable, executed by or on behalf of Purchaser; (iii) Rezolute shall have authorized and approved the execution and delivery of this Purchase Agreement and the issuance, allotment and delivery of the Securities Act. Any certificates representing Securities; and (iv) the Caleco Shares will be endorsed with the following legend in accordance with Regulation S representations and warranties of the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURUSANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACTCompany and Purchaser set forth in this Agreement shall be true and correct as of the Closing Date.”

Share Purchase. 2.1 Upon the terms In connection with, and subject to the conditions of this Agreementimmediately prior to, the Vendors hereby Merger, the Sponsor Investors agree to sell to Caleco, and Caleco hereby agrees to purchase from the Vendors, the following shares of Natac certain Rollover Investors and/or their successor or assigns as provided herein (collectively, the “Natac SharesSelling Investors”), and the Selling Investors shall sell to the Sponsor Investors (pro rata based on the Common Equity Commitments of each Sponsor Investor) (the "Sale") free and clear of all liens, charges Liens (except for such transfer restrictions of general applicability as may be provided under the Securities Act and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 18 shares in the capital stock of Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 18 shares in the capital stock of Natac 2.2 In consideration for the sale “blue sky” laws of the Natac various states of the United States), the number of shares of Company Common Stock set forth on Schedule A hereto (the "Shares") . The Rollover Investors as set forth on Schedule A commit to sell those Shares by beside each Rollover Investor’s name on Schedule A, but such Rollover Investor may assign such right to sell some or all of the Vendors same number of Shares to Calecoanother Company shareholder that is part of the attribution group under Internal Revenue Code Section 318 of such Rollover Investor. No other rights under this Agreement of a Rollover Investor may be assigned to such other Company shareholder or any other Person, Caleco shall issue except as expressly permitted herein. The Sponsor Investors agree to pay such Selling Investors the per share cash Merger Consideration for each Share sold to the Vendors Sponsor Investors. Each Rollover Investor identified on Schedule A owns of record as of the following shares date hereof, and each Selling Investor will own immediately prior to the consummation of Caleco the Sale, all of the Shares listed opposite his or its name on Schedule A hereto. Each Rollover Investor owns (collectively, and each Selling Investor will own immediately prior to the “Caleco Shares”), Sale) all such Shares free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 2,150,000 shares any Lien (except for such transfer restrictions of common stock of Xxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 2,150,000 shares of common stock of Caleco 2.3 Each Vendor acknowledges that the Caleco Shares are “restricted securities” within the meaning of general applicability as may be provided under the Securities Act and will be issued to each Vendor in accordance with Regulation S the “blue sky” laws of the Securities Actvarious states of the United States). Any certificates representing Each Rollover Investor has (and each Selling Investor will have at the Caleco Shares time of the Sale) sole voting power and sole power of disposition with respect to all such Shares, with no restrictions on such Rollover Investor’s (or Selling Investor's as the case may be) rights of voting or disposition pertaining thereto. No Person other than such Rollover Investor (or Selling Investor as the case may be) has any right to direct or approve the voting or disposition of any such Shares, and the Sale will be endorsed not conflict with the terms of any Contract to which such Rollover Investor or Selling Investor is party. The Sale shall be effected pursuant to a customary stock power reasonably acceptable to the Sponsors and the Selling Investors. The Rollover Investors shall not be entitled to specific performance of this Section 2.4 against either Sponsor Investor unless such Sponsor Investor is a Funding Sponsor and the Merger will occur immediately following legend in accordance with Regulation S of the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURUSANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACTSale.”

Share Purchase. 2.1 Upon the terms and subject (a) Subject to the conditions limitations set forth in this Section 7.14, Lender shall, at any time prior to the Final Maturity Date, have the option to purchase all or any portion of the shares of Carbon Stock constituting Collateral at such time at the Share Purchase Price by delivering a Share Purchase Notice to Borrower, which notice shall specify (i) the number of shares of Carbon Stock that Lender desires to purchase, (ii) the Share Purchase Price of the shares to be purchased and (iii) the date on which Lender desires to consummate such purchase and sale (which date shall be no less than 5 Business Days after the date of the Share Purchase Notice). Subject to the other provisions of this AgreementSection 7.14, the Vendors hereby agree if Lender delivers to Borrower a Share Purchase Notice, Borrower shall be obligated to sell to CalecoLender, and Caleco hereby agrees Lender shall be required to purchase from the VendorsBorrower, the following that number of shares of Natac Carbon Stock set forth in the Share Purchase Notice (collectivelyas the same may be adjusted as provided below); provided that Lender may, at any time prior to the “Natac Shares”consummation of a purchase and sale of shares of Carbon Stock in respect of a Share Purchase Notice, elect to withdraw such Share Purchase Notice with respect to all or any portion of the shares of Carbon Stock elected to be purchased (without any liability or obligation to Borrower or any other Person), free in which case Lender shall have no obligation to purchase the shares of Carbon Stock so withdrawn. (b) At the closing of the purchase and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 18 shares in the capital stock of Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 18 shares in the capital stock of Natac 2.2 In consideration for the sale of the Natac Shares shares of Carbon Stock pursuant to this Section 7.14, Borrower shall take all necessary and desirable actions requested by Lender in connection with the consummation of any purchase and sale of the shares of Carbon Stock, including the execution of such customary agreements and such instruments (including stock powers or other instruments of transfer) for transactions of this type. Upon consummation of purchase and sale of shares of Carbon Stock under this Section 7.14: (i) the Commitment shall be automatically reduced by the Vendors Share Purchase Price set forth on such Share Purchase Notice and actually paid at the closing; and (ii) the Share Purchase Price actually paid at the closing shall be applied to Caleco, Caleco shall issue repay the outstanding Loans and the other Obligations as if Borrower had prepaid such Loans and the other Obligations pursuant to the Vendors terms of Section 2.4 hereof. (c) Notwithstanding anything contained in this Section 7.14 to the following contrary, in connection with each and any election by Lender to purchase shares of Caleco Carbon Stock under this Section 7.14, in no event will the Share Purchase Price, and the applicable number of shares of Carbon Stock that may be purchased by Lender in connection therewith, exceed the greater of (collectivelyi) the outstanding Commitment or (ii) an amount which would be required to repay the outstanding Loans and the other Obligations in full, in each case, determined as of the date of the applicable Share Purchase Notice; provided in the event that Lender would be required to purchase one or more fractional shares of Carbon Stock, the “Caleco Shares”parties shall agree to adjust the Share Purchase Price accordingly. (d) Notwithstanding anything contained in this Section 7.14 to the contrary, in lieu of selling shares of Carbon Stock to Lender pursuant to this Section 7.14 following receipt of a Share Purchase Notice, Borrower may elect to either: (i) prepay, in full, all outstanding Loans and any other Obligations and terminate the Commitment; or (ii) prepay, in full, the outstanding Loans and any other Obligations in an amount equal to the Share Purchase Price and reduce the Commitment by the same amount. If Borrower, after receiving the Share Purchase Notice from Lender desires to exercise its rights pursuant to this Section 7.14(d), free Borrower must: (A) deliver written notice to Lender no later than 3 Business Days following the date Borrower receives such Share Purchase Notice (such written notice being irrevocable without the consent of Lender) specifying whether Borrower elects to effectuate the prepayment pursuant to clause (i) or (ii) above; and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 2,150,000 shares of common stock of Xxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 2,150,000 shares of common stock of Caleco 2.3 Each Vendor acknowledges that the Caleco Shares are “restricted securities” within the meaning (B) cause prepayment of the Securities Act and will applicable amount to be issued made to each Vendor Lender, in accordance with Regulation S full, no later than 10 Business days following delivery of the Securities ActShare Repayment Notice. Any certificates representing the Caleco Shares will be endorsed with the following legend in accordance with Regulation S Failure of Borrower to meet any of the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 deadlines outlined in this clause (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURUSANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACTd) shall result in the automatic forfeiture by Borrower of its right to effectuate a prepayment pursuant to this clause (d) in respect of the applicable Share Purchase Notice.”

Share Purchase. 2.1 Upon 3.1 The Vendors shall sell and the terms and subject to Purchaser shall purchase the conditions Shares for a purchase price of US$0.99 for each of the Shares (the "Purchase Price"). 3.2 The Purchase Price shall be satisfied by the issuance of 11,048,000 common shares of the Purchaser (the "Public Shares") valued at US$0.99 per share for purposes of this Agreement, the Vendors hereby agree to sell to Caleco, and Caleco hereby agrees to purchase from the Vendors, the following shares of Natac (collectively, the “Natac Shares”), free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 18 shares in the capital stock of Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 18 shares in the capital stock of Natac 2.2 In consideration for the sale of the Natac . Such Public Shares by the Vendors to Caleco, Caleco shall issue to the Vendors the following shares of Caleco (collectively, the “Caleco Shares”), free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 2,150,000 shares of common stock of Xxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 2,150,000 shares of common stock of Caleco 2.3 Each Vendor acknowledges that the Caleco Shares are “restricted securities” within the meaning of the Securities Act and will be issued to the Vendors pro rata to the Vendors' holding of common shares of BBL. The Public Shares shall be subject to such restrictions on resale as are set out in the Purchaser's representations and warranties contained herein and shall be subject to a pooling arrangement to be contained in a separate agreement which each Vendor shall execute, and containing the following: an 18 month term whereby all of the Public Shares shall be held by an independent pooling agent who shall hold the stock for the duration of any applicable regulatory hold period, and thereafter, shall release stock into the market on a controlled basis so as not to adversely affect the market for common shares of the Purchaser. 3.3 The Purchase Price shall be allocated among the Vendors and Public Shares shall be allotted and issued to the Vendors in the numbers and to the respective Vendors in accordance with Regulation S the tables contained in Schedule "A" hereto, and share certificates evidencing such Public Shares shall be delivered to the Vendors without delay on or within thirty (30) days after the date of closing. 3.4 This Agreement and the purchase and sale hereunder shall be completed on the 4th day of February, 1999 (the "date of closing"), or on such later date as the parties may agree. The Shares shall be transferred to the Purchaser by virtue of the Securities Actexecution of this Agreement and without further formality and the Vendors hereby grant, assign and transfer to the Purchaser as of the effective date, all of the Vendors' beneficial right, title and interest in and to the Shares, and the Purchaser hereby issues and allots the Public Shares. Any The Purchaser shall deliver to the Vendors share certificates representing the Caleco Public Shares will be endorsed with as soon as practical after the following legend in accordance with Regulation S date of closing. 3.5 In the event that shareholders holding at least 75% of the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”)shares of BBL evidence their agreement to sell their shares of BBL by executing and delivering a copy of this agreement, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION Sthis agreement shall be binding as between such shareholders and the Purchaser, PURUSANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACTnotwithstanding that not all shareholders have agreed to sell their shares of BBL to the Purchaser.”

Share Purchase. 2.1 Upon Immediately after the terms and subject to the conditions execution of this Agreement, and provided that such structure does not result in any adverse commercial, corporate, tax or accounting consequences for Corel or its Subsidiaries (excluding a lower basis for purposes of the Vendors hereby agree Income Tax Act (Canada) in such SoftQuad Exchangeable Stock, arising as a consequence of such purchase), SoftQuad and Corel will use their best efforts to sell have each of the holders of SoftQuad Exchangeable Stock (other than SoftQuad and its Subsidiaries) enter into a purchase and sale agreement with Corel, which shall be in a form (or forms) acceptable to CalecoCorel, and Caleco hereby will provide that the holder will sell, and that Corel will purchase, all of the shares of SoftQuad Exchangeable Stock held by such holder immediately prior to, and conditional upon, the occurrence of the Effective Time and conditional upon the conditions of the Merger, in consideration for such number of validly issued, fully paid and non-assessable shares of Corel Common Stock and such number of Corel Rights to the same extent as if the holder's shares of SoftQuad Exchangeable Stock had first been converted into SoftQuad Common Stock and exchanged in connection with the Merger. In connection with each such purchase and sale, Corel agrees to file with each holder of SoftQuad Exchangeable Stock who so requests, an election under Section 85 of the Income Tax Act (Canada) (and similar provincial tax legislation) having an "elected amount" as solely determined by the holder, in order to provide such holder, to the extent possible, with a tax deferral for Canadian income tax purposes. Corel and SoftQuad agree that, to the extent that not all of the holders of SoftQuad Exchangeable Stock (other than SoftQuad and its Subsidiaries) enter into a purchase from and sale agreement with Corel on or prior to September 10, 2001, Corel and SoftQuad will reasonably consider restructuring the Vendorsmanner in which the holders of SoftQuad Exchangeable Stock will be dealt with in the context of the Merger, it being acknowledged that such alternative structure may not provide for a tax deferral for the holders of SoftQuad Exchangeable Stock for Canadian income tax purposes. In the event that no such restructuring is implemented by Corel and SoftQuad, the following shares of Natac (collectively, the “Natac Shares”), free SoftQuad Exchangeable Stock held by persons other than SoftQuad and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 18 shares in the capital stock of Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 18 shares in the capital stock of Natac 2.2 In consideration for the sale of the Natac Shares by the Vendors to Caleco, Caleco its Subsidiaries shall issue to the Vendors the following shares of Caleco (collectively, the “Caleco Shares”), free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 2,150,000 shares of common stock of Xxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 2,150,000 shares of common stock of Caleco 2.3 Each Vendor acknowledges that the Caleco Shares are “restricted securities” within the meaning of the Securities Act and will be issued to each Vendor exchanged in accordance with Regulation S of its terms for SoftQuad Common Stock immediately prior to the Securities ActEffective Time. Any certificates representing In the Caleco Shares will event that the share purchase structure contemplated in this Section 1.08 is not implemented by Corel and SoftQuad, this Agreement shall be endorsed with read and construed without reference to the following legend in accordance with Regulation S of the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURUSANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACTShare Purchase.”