Underwriting AgreementUnderwriting Agreement • June 20th, 2002 • Cognos Inc • Services-prepackaged software • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Cognos Incorporated, a corporation incorporated under the laws of Canada (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of . . . . . . . common shares (the “Firm Shares”) and, at the election of the Underwriters, up to . . . . . . . additional common shares (the “Optional Shares”) of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
AGREEMENT REGARDING UNDERWRITTEN OFFERING OF COMMON SHARES June , 2002Agreement Regarding • 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:
