EXHIBIT C FORM OF PROXY AND VOTING AGREEMENTProxy and Voting Agreement • August 15th, 2001 • Corel Corp • Services-prepackaged software • Delaware
PROXY AND VOTING AGREEMENT, dated as of _______, 2001 (this "Agreement"), among Corel Corporation, a Canadian corporation ("Corel"), Calgary II Acquisition Corp., a Delaware corporation ("Sub"), SoftQuad Software, Ltd., a Delaware corporation ("SoftQuad"), and the individual stockholders of SoftQuad listed on Schedule A hereto (collectively, the "Principals"). As used in this Agreement, the term "Principal" means, with respect to each person listed on Schedule A hereto, such person.
Exhibit B MERGER AGREEMENT dated as of August 7, 2001 by and among COREL CORPORATION CALGARY II ACQUISITION CORP. -and- SOFTQUAD SOFTWARE, LTD.Merger Agreement • August 15th, 2001 • Corel Corp • Services-prepackaged software • Delaware
