TORYS DRAFT DATE 4/3/06 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 4th, 2006 • Corel Corp • Services-prepackaged software • New York
Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of 20th day of January, 2005. BETWEEN: COREL CORPORATION (hereinafter referred to as the "Employer")Employment Agreement • April 4th, 2006 • Corel Corp • Services-prepackaged software • Ontario
Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT Effective June 17, 2005 (this "AGREEMENT") BETWEEN: COREL CORPORATION, a corporation existing under the laws of the Province of Ontario (the "CORPORATION") - and - DAVID C. DOBSON, an individual currently...Executive Employment Agreement • April 4th, 2006 • Corel Corp • Services-prepackaged software • Ontario
Exhibit 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 5th, 2006 • Corel Corp • Services-prepackaged software • New York
and-Agreement and Plan of Merger • April 18th, 2006 • Corel Corp • Services-prepackaged software • Minnesota
Exhibit 10.1 CREDIT AGREEMENT dated as of May 2, 2006,Credit Agreement • May 5th, 2006 • Corel Corp • Services-prepackaged software • New York
BY AND AMONGRegistration Rights Agreement • April 4th, 2006 • Corel Corp • Services-prepackaged software • New York
BY AND AMONGRegistration Rights Agreement • May 5th, 2006 • Corel Corp • Services-prepackaged software • New York
EXHIBIT 10.1 CREDIT AGREEMENT dated as of [ ], 2006,Credit Agreement • April 18th, 2006 • Corel Corp • Services-prepackaged software • New York
Exhibit 10.11 LEASE OF OFFICE SPACECorel Corp • April 4th, 2006 • Services-prepackaged software • Ontario
Exhibit 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 13th day of May, 2005 BETWEEN: COREL INC. (the "Corporation") - AND - RANDY EISENBACH (the "Executive") RECITAL: WHEREAS The Corporation and the Executive wish to enter into this...Employment Agreement • April 4th, 2006 • Corel Corp • Services-prepackaged software • Texas
EXHIBIT 4.3 SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AGREEMENT dated as of February 11, 1999 is amended and restated as of March 31, 1999. BETWEEN: COREL CORPORATION (the "Corporation")Shareholder Rights Plan Agreement • July 20th, 2000 • Corel Corp • Services-prepackaged software • Ontario
Exhibit C PROXY AND VOTING AGREEMENT PROXY AND VOTING AGREEMENT, dated as of July , 2001 (this "Agreement"), among Corel Corporation, a Canadian corporation ("Corel"), Calgary I Acquisition Corp., a Delaware corporation ("Sub"), Micrografx, Inc., a...Proxy and Voting Agreement • July 27th, 2001 • Corel Corp • Services-prepackaged software • Delaware
BETWEENAgreement And • April 4th, 2006 • Corel Corp • Services-prepackaged software
COMMON SHARESCorel Corp • April 18th, 2006 • Services-prepackaged software • New York
Exhibit 10.5 (COREL LOGO) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of the 1 day of January 2003 between Corel Corporation, 1600 Carting Ave., Ottawa, Ontario, Canada, K1Z 8R7 ("the Employer") and Amanda Bedborough of Pharos, Fishery...Employment Agreement • April 4th, 2006 • Corel Corp • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENTRegistration 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").
EMPLOYMENT AGREEMENT BETWEEN IAN LEGROW AND COREL CORPORATION MADE AS OF APRIL 17, 2002Employment Agreement • February 18th, 2003 • Corel Corp • Services-prepackaged software • Ontario
WHEREAS the Executive has been employed with the Corporation since May 30, 1994 in a variety of capacities, having been appointed as Executive Vice President Creative Products on October 10, 2000 ;
Exhibit B MERGER AGREEMENT dated as of July 16, 2001 as amended and restatedMerger Agreement • July 27th, 2001 • Corel Corp • Services-prepackaged software • Delaware
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of September 18, 2000, by and among Corel Corporation, a corporation continued under the laws of Canada (the "Company"), Albans Investments Limited ("Purchaser"), a corporation...Escrow Agreement • September 7th, 2001 • Corel Corp • Services-prepackaged software • New York
COMMON SHARESUnderwriting Agreement • April 25th, 2006 • Corel Corp • Services-prepackaged software • New York
ContractCorel Corp • September 7th, 2001 • 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.
FORM OF VOTING AGREEMENTForm of Voting Agreement • August 31st, 2006 • Corel Corp • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of August ___, 2006 by and between Corel Corporation, a corporation organized and existing under the laws of Canada (“Parent”), and the undersigned shareholder (the “Shareholder”) of InterVideo, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENT Effective May 8 , 2008 (this “Agreement”)Executive Employment Agreement • February 9th, 2009 • Corel Corp • Services-prepackaged software • California
WHEREAS the Corporation wishes to employ the Executive and the Executive wishes to become an employee of the Corporation;
TERMINATION EXHIBIT 3 TERMINATION AGREEMENT AND RELEASE This TERMINATION AGREEMENT AND RELEASE dated as of May 15, 2000 (this "Agreement") is made and entered into by and among Corel Corporation, a corporation continued under the laws of Canada...Termination Agreement and Release • May 26th, 2000 • Corel Corp • Services-prepackaged software • New York
TECHNOLOGY SUPPORT AND SETTLEMENT AGREEMENTTechnology Support and Settlement Agreement • October 11th, 2000 • Corel Corp • Services-prepackaged software • New York
This Technology Support and Settlement Agreement ("Agreement"), dated October 2, 2000 ("Effective Date") is entered into by and between Corel Corporation ("Corel") with offices at 1600 Carling Avenue, Ottawa, Ontario, Canada, K1Z 8R7 and Microsoft Corporation ("Microsoft") with offices at One Microsoft Way, Redmond, WA 98052. Corel and Microsoft shall each be referred to herein as a "Party" and collectively as the "Parties."
Exhibit 10.10 FORM OF OFFICER AND DIRECTOR INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this day of , 2006, between Corel Corporation, a corporation existing under the laws of Canada (the "Company"), and (the...Officer and Director Indemnification Agreement • April 4th, 2006 • Corel Corp • Services-prepackaged software • Ontario
FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • December 14th, 2006 • Corel Corp • Services-prepackaged software • New York
The Applicable Percentage for Revolving Loans and Swingline Loans shall be adjusted, on and after the first Adjustment Date (as defined below) occurring after the completion of one full fiscal quarter of Corel after the First Amendment Effective Date and on each subsequent Adjustment Date, based on changes in the Total Leverage Ratio, with such adjustments to become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which the relevant financial statements are delivered to the Lenders pursuant to Section 5.04(a) and (b) and to remain in effect until the next adjustment to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 5.04(a) and (b), then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. On each Adjustment Date, t
SHARE PURCHASE AGREEMENTShare 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").
ACQUISITION AGREEMENT BETWEEN COREL HOLDINGS, L.P. AND VECTOR CC ACQUISITIONS INC. AND COREL CORPORATION June 6, 2003 INTERPRETATION THE TRANSACTION PUBLICITY AND PROXY SOLICITATION REPRESENTATIONS AND WARRANTIES OF COREL REPRESENTATIONS AND...Agreement • June 24th, 2003 • Corel Corp • Services-prepackaged software • Ontario
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
RIDER TO AMENDMENT NO. 1 TO THE TECHNOLOGY SUPPORT AND SETTLEMENT AGREEMENTAnd Settlement Agreement • June 29th, 2001 • Corel Corp • Services-prepackaged software
THIS RIDER (the "Rider") to Amendment No. 1 to the Technology Support and Settlement Agreement of even date herewith (the "Amendment") is made and entered into as of this 30th day of April, 2001, by and between Corel Corporation ("Corel"), a Canadian corporation, and Microsoft Corporation ("Microsoft"), a Washington corporation.
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2009 • Corel Corp • Services-prepackaged software • California
THIS EMPLOYMENT AGREEMENT is made effective as of the 18th day of August, 2009 (the “Effective Date”) between COREL CORPORATION (the “Employer”) and THOMAS PETER BERQUIST (the “Executive”), an individual residing in the State of California.
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.
Corel and Vector Capital Sign Acquisition Agreement Ottawa, Canada and San Francisco, CA June 6, 2003Corel Corp • June 24th, 2003 • Services-prepackaged software
Corel Corporation (NASDAQ: CORL, TSX: COR) and Vector Capital Corporation today announced that Corel Corporation ("Corel") and an affiliate of Vector Capital Corporation ("Vector") have entered into a definitive Acquisition Agreement (the "Agreement") providing for the acquisition by Vector of all of the outstanding common shares of Corel pursuant to a court-approved Plan of Arrangement (the "Arrangement"). If the Arrangement is approved by the court and the shareholders, Corel's shareholders will receive, subject to the conditions of closing, US$1.05 in cash for each common share held which will include all common shares which may become outstanding on the exercise of options, warrants and other securities exercisable for, convertible into or exchangeable for common shares. Upon the completion of the Arrangement, Vector and its affiliates will own all of the outstanding shares of Corel.
EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2003 • Corel Corp • Services-prepackaged software
WHEREAS the Employer and the Employee wish to enter into an agreement pursuant to which the Employee will provide the Employee's services to the Employer as hereinafter set forth, and the Employer will hire and retain the services of the Employee as an employee of the Employer.
