COMMON SHARES AND WARRANTS PURCHASE AGREEMENT
SAND TECHNOLOGY INC.
AMRO INTERNATIONAL, S.A.
COMMON SHARES AND WARRANTS PURCHASE AGREEMENT dated as of May 24, 2000 (the
"Agreement"), between AMRO International, S.A. (the "Investor"), and Sand Technology Inc., a corporation
organized under the Canada Business Corporations Act (the "Company").
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Investor shall purchase from the Company (i) One Million Five Hundred Thousand
Dollars ($1,500,000) of Common Shares (as defined below) and (ii) Warrants (as defined below) to purchase
up to 32,609 Common Shares.
WHEREAS, such investments will be made in reliance upon the provisions of Section 4(2) ("Section 4(2)")
and/or 4(6) of the United States Securities Act of 1933 and/or Regulation D ("Regulation D") and the other rules
and regulations promulgated thereunder (the "Securities Act"), and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect to any or all of the investments in
securities to be made hereunder.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1.2. "BID PRICE" shall mean the closing bid price (as reported by Bloomberg L.P.) of Common Shares
on the Principal Market on the date in question.
Section 1.3. "CAPITAL SHARES" shall mean the Common Shares and any shares of any other class of
common shares whether now or hereafter authorized, having the right to participate in the distribution of earnings
and assets of the Company.
Section 1.4. "CAPITAL SHARES EQUIVALENTS" shall mean any securities, rights, or obligations that are
convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any
Warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or