0000890640-01-500035 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 7th, 2001 • Corel Corp • Services-prepackaged software • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 18, 2000 between Albans Investments Limited ("Purchaser") and Corel Corporation (the "Company").

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Contract
Warrant Agreement • September 7th, 2001 • Corel Corp • Services-prepackaged software

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION D AND SUCH OTHER WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER ANY APPLIABLE CANADIAN LAWS. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE, AS REQUIRED BY REGULATION D.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • September 7th, 2001 • Corel Corp • Services-prepackaged software • New York

This SHARE PURCHASE AGREEMENT (this "Agreement") is dated as of September 18, 2000 by and between Corel Corporation, a corporation continued under the laws of Canada (the "Company"), and Albans Investments Limited, a corporation incorporated under the laws of the British Virgin Islands (the "Purchaser").

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