SHARE PURCHASE AGREEMENT
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").
The parties hereto agree as follows:
Section 1.1. Certain Definitions .
(a) " Average Daily Price " shall be the price based on the VWAP of the Company on the Principal Market.
(b) " Common Shares " shall mean the Common Shares of the Company.
(c) " Draw Down " shall have the meaning assigned to such term in Section 6.1(a) hereof.
(d) " Draw Down Pricing Period " shall mean a period of twenty (20) consecutive Trading Days beginning on the
date specified in the Draw Down Notice (as defined in Section 6.1(e) hereof); provided , however , the Draw
Down Pricing Period shall not begin before the day on which such notice is tendered to the Purchaser.
(e) " Effective Date " shall mean the date the Registration Statement of the Company covering the Shares being
subscribed for hereby is declared effective.
(f) "Investment Amount" shall have the meaning assigned to such term in Section 6.1(e) hereof.
(g) " Material Adverse Effect " shall mean any adverse effect on the business, operations, properties, prospects
or financial condition of the Company or Purchaser, as applicable, that is material and adverse to the Company
or Purchaser, as applicable, and their subsidiaries and affiliates, taken as a whole and/or any condition,
circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company or
the Purchaser, as applicable, to perform any of their material obligations under this Agreement or the Registration
Rights Agreement or to perform its obligations under any other material agreement.
(h) " Principal Market " shall mean initially the Nasdaq National Market and shall include t