AGREEMENT REGARDING UNDERWRITTEN OFFERING OF COMMON SHARES June , 2002Underwritten Offering Agreement • June 20th, 2002 • Cognos Inc • Services-prepackaged software • Delaware
The shareholders listed on the attached Schedule A (the “Vendors”) have advised Cognos Incorporated, a Canadian corporation (the “Company”), that the Vendors desire to sell not less than 4,500,000 common shares and, if requested by the Lead Underwriter (as defined), up to 5,175,000 common shares in the aggregate (the “Common Shares”) of the Company, and the Company desires to facilitate such sale through an underwritten public offering and effectuate a registration statement under the United States Securities Act of 1933, as amended. In consideration of the foregoing and the representations, warranties and covenants hereinafter contained, the parties hereby agree as follows:
