SALE AND PURCHASE AND VOTING AGREEMENTSale and Purchase Agreement • June 16th, 2008 • Staples Inc • Retail-miscellaneous shopping goods stores
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. IRREVOCABLE UNDERTAKINGIrrevocable Undertaking • June 16th, 2008 • Staples Inc • Retail-miscellaneous shopping goods stores • England and Wales
referred to in the preceding sentence, (i) the Bonds shall be deemed to give right to such number of votes as would have been the case if they had been converted on the Business Day immediately preceding the Unconditional Date at a conversion price of EUR 6.87 per Bond, (ii) the Ordinary Shares, Preference Shares or Bonds shall include any options granted by Corporate Express to subscribe for Ordinary Shares, Preference Shares or Bonds, as the case may be, that are not exercised and have not otherwise resulted in the issue by Corporate Express of such Ordinary Shares, Preference Shares or Bonds, as the case may be, to the option holders on or prior to the Unconditional Date and (iii) defined terms used in this clause that are not otherwise defined in this Agreement shall be deemed to have the meaning ascribed thereto in the Offer Document.
