CONFIDENTIALITY AGREEMENT made in the City of Montréal, Province of Québec on November 28, 2002,Confidentiality Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services
AND WHEREAS CGI is considering a transaction (the "Transaction") relating to the capital stock of the Target. The Transaction may involve the disclosure of certain verbal and written information which is either non-public, confidential or proprietary by, or at the request of or on behalf of, one party (the "Disclosing Party") to the other party or its representatives (the "Receiving Party"). All such information furnished to the Receiving Party and its directors, officers, employees, auditors, legal counsel and other representatives (collectively, the "Representatives") together with analyses, compilation, forecasts, studies or other documents prepared by the Disclosing Party, its agents and Representatives which contain or otherwise reflect such information, is herein collectively referred to as the "Confidential Information";
LOCK-UP AGREEMENTLock-Up Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services
WHEREAS the Vendor, itself and through its wholly-owned subsidiaries, National Bank Group Inc. ("NBG") and National Bank Financial Inc. (together, the "Bank Subsidiaries") is the registered or beneficial owner of 9,450,187 common shares (the "Vendor Shares") in the share capital of Cognicase Inc. (the "Corporation");
DEPOSITARY AGREEMENTDepositary Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services
CGI Group Inc. (the "Company") proposes to make an offer to purchase (i) all of the outstanding common shares (the "Cognicase Shares") of Cognicase Inc. ("Cognicase") for a purchase price of, at the option of the holder, Cdn. $4.25 cash per Cognicase Share or 0.5484 Class A Subordinate Shares of the Company for each Cognicase Share (or any combination thereof) (the "Offer"), on the terms and conditions set out in the accompanying Offering Circular. The Cognicase Shares are referred to as the "Cognicase Shares." The Company wishes to confirm the terms of your appointment as depositary under the Offer.
EXCLUSIVITY AGREEMENT made in the City of Montréal, Province of Québec on November 29, 2002,Exclusivity Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services
WHEREAS the Bank is the beneficial owner of common shares (the "Vendor Shares") of the capital stock of Cognicase Inc. (the "Target");
