EXHIBIT 10.15 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED,...Warrant Agreement • April 23rd, 2002 • Bentley Systems Inc • Delaware
BY AND AMONGAsset Purchase Agreement • April 23rd, 2002 • Bentley Systems Inc • Delaware
EXHIBIT 10.30 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE THIS IS A SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE ("Settlement Agreement"), dated March 26, 1999 between BENTLEY SYSTEMS, INCORPORATED, a Delaware corporation with offices at 685...Settlement Agreement • April 23rd, 2002 • Bentley Systems Inc • Delaware
EXHIBIT 10.6 SECURITY AGREEMENT This Security Agreement (as may be amended, restated, and supplemented from time to time, this "Agreement") is entered into as of December 26, 2000, between Bentley Systems, Incorporated, a Delaware corporation (the...Security Agreement • April 23rd, 2002 • Bentley Systems Inc • Alabama
RECITALSEscrow Agreement • April 23rd, 2002 • Bentley Systems Inc • Delaware
BACKGROUNDPledge Agreement • April 23rd, 2002 • Bentley Systems Inc • Pennsylvania
EXHIBIT 10.25 AMENDMENT TO SECURITIES PURCHASE AGREEMENT AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of July 2, 2001 (the "Amendment"), by and among Bentley Systems, Incorporated, a Delaware corporation (the "Company"), Gregory S. Bentley,...Securities Purchase Agreement • April 23rd, 2002 • Bentley Systems Inc • Delaware
BACKGROUNDStock Pledge Agreement • April 23rd, 2002 • Bentley Systems Inc • Pennsylvania
BY AND AMONGMerger Agreement • April 23rd, 2002 • Bentley Systems Inc • Delaware
DEFERRED COMPENSATION AGREEMENT BETWEEN BENTLEY SYSTEMS, INCORPORATED AND [ ]Deferred Compensation Agreement • April 23rd, 2002 • Bentley Systems Inc • Pennsylvania
Bentley Systems, Incorporated Class B Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 10th, 2020 • Bentley Systems Inc • Services-prepackaged software • New York
Bentley Systems, Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [___] shares and, at the election of the Underwriters, up to [___] additional shares of Class B common stock, par value $0.01 per share, (the “Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [___] shares of Stock. The aggregate of [___] shares to be sold by the Company and the Selling Stockholders are herein called the “Firm Shares” and the aggregate of [___] additional shares to be sold by the Company are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 here
EXHIBIT 10.24 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as of December 26, 2000 among Bentley Systems, Incorporated, a Delaware corporation (the "Company"), and the several purchasers named in...Securities Purchase Agreement • April 23rd, 2002 • Bentley Systems Inc • Delaware
BACKGROUNDRevolving Credit and Security Agreement • April 23rd, 2002 • Bentley Systems Inc • Pennsylvania
Exhibit 10.16 WARRANT PURCHASE AGREEMENT This Warrant Purchase Agreement (this "AGREEMENT") is executed this 26th day of December, 2000 by Bentley Systems, Incorporated, a Delaware corporation (the "COMPANY"), in favor of...Warrant Purchase Agreement • April 23rd, 2002 • Bentley Systems Inc • Pennsylvania
EXHIBIT 2.4 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 23rd, 2002 • Bentley Systems Inc • Quebec
Dealer Name and Address]Call Option Transaction • June 29th, 2021 • Bentley Systems Inc • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Bentley Systems, Incorporated (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Exhibit 10.4 PROMISSORY NOTEPromissory Note • April 23rd, 2002 • Bentley Systems Inc • Pennsylvania
EXHIBIT 10.18 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED,...Common Stock Purchase Warrant • April 23rd, 2002 • Bentley Systems Inc • Delaware
Bentley Systems, Incorporated and Wilmington Trust, National Association as Trustee INDENTURE Dated as of June 28, 2021 0.375% Convertible Senior Notes due 2027Indenture • June 29th, 2021 • Bentley Systems Inc • Services-prepackaged software • New York
INDENTURE, dated as of June 28, 2021, between Bentley Systems, Incorporated, a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 23rd, 2002 • Bentley Systems Inc
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 8th, 2020 • Bentley Systems Inc • Services-prepackaged software • Pennsylvania
This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of December 19, 2017, among BENTLEY SYSTEMS, INCORPORATED, the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.
SECURED NOTESecured Note • April 23rd, 2002 • Bentley Systems Inc • Alabama
THIS SECURED NOTE IS SUBJECT TO THE TERMS OF THE STANDSTILL AGREEMENT, DATED AS OF DECEMBER 26, 2000, BY INTERGRAPH CORPORATION IN FAVOR OF PNC BANK, NATIONAL ASSOCIATION, FOR ITSELF AND AS AGENT
Page ARTICLE I Definitions SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 40 SECTION 1.03. Terms Generally 40 SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations 41 SECTION 1.05. Currency...Credit Agreement • August 21st, 2020 • Bentley Systems Inc • Services-prepackaged software
This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of December 19, 2017, among BENTLEY SYSTEMS, INCORPORATED, the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.
BACKGROUNDInformation and Registration Rights Agreement • April 23rd, 2002 • Bentley Systems Inc
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 29th, 2021 • Bentley Systems Inc • Services-prepackaged software • Pennsylvania
This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of December 19, 2017, among BENTLEY SYSTEMS, INCORPORATED, the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.
RECITALSInformation and Registration Rights Agreement • April 23rd, 2002 • Bentley Systems Inc • Delaware
ANDRevolving Credit and Security Agreement • April 23rd, 2002 • Bentley Systems Inc • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2020 • Bentley Systems Inc • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 24, 2017 between Bentley Systems, Incorporated, a Delaware corporation (the “Company”), and Siemens Corporation, a Delaware corporation (the “Investor”).
BENTLEY SYSTEMS, INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2023 • Bentley Systems Inc • Services-prepackaged software • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made effective as of the date set forth in the Portal (the “Date of Grant”), by and between Bentley Systems, Incorporated, a Delaware corporation (together with its successors and assigns, the “Company”), and the participant identified in the Portal (“Participant”).
SIDE LETTER AGREEMENTSide Letter Agreement • May 11th, 2021 • Bentley Systems Inc • Services-prepackaged software
This Side Letter Agreement (this “Agreement”) is dated as of March 11, 2021, by and among the shareholders of Seequent Holdings Limited (the “Company”) that are listed on the signature pages hereto as Sellers (the “Signing Sellers”) and, following the execution of one or more Deeds of Accession to this Agreement, by any other shareholders of the Company (collectively with the Signing Sellers, the “Sellers”) and Bentley Systems, Incorporated (the “Buyer”).
AMENDMENT TO SIDE LETTER AGREEMENTAmendment to Side Letter Agreement • May 11th, 2021 • Bentley Systems Inc • Services-prepackaged software
This Amendment to Side Letter Agreement (this “Amendment”) is dated as of March 11, 2021 by and between Accel-KKR Capital Partners V, LP (the “Sellers’ Representative”) and Bentley Systems, Incorporated (the “Buyer”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
BENTLEY SYSTEMS, INCORPORATED Common Stock PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 21st, 2020 • Bentley Systems Inc • Services-prepackaged software • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 23rd day of September, 2016 by and among Bentley Systems, Incorporated, a Delaware corporation (the “Company”), Siemens AG, a stock corporation (Aktiengesellschaft) under the laws of Germany (the “Purchaser”) and the persons listed as “Key Holders” on the signature pages to this Agreement and any person or entity becoming a “Key Holder” after the date hereof in accordance with the terms of this Agreement (each a “Key Holder”, and each of the Key Holders, the Company and Purchaser, a “Party”).
Exhibit 10.35 OPENDWG ALLIANCE FOUNDING MEMBERSHIP AGREEMENT (Amended and Restated) This Agreement, dated as of the date following the last signature below, is made and entered by and between the OpenDWG Alliance, a Washington nonprofit corporation...Founding Membership Agreement • April 23rd, 2002 • Bentley Systems Inc • Washington
EXHIBIT 2.5 PURCHASE AND OPTION AGREEMENTPurchase and Option Agreement • April 23rd, 2002 • Bentley Systems Inc • Delaware
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 22nd, 2021 • Bentley Systems Inc • Services-prepackaged software • Pennsylvania
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 22, 2021, by and among (i) BENTLEY SYSTEMS, INCORPORATED (the “Borrower”), (ii) BENTLEY SOFTWARE, INC., BENTLEY SYSTEMS INTERNATIONAL HOLDINGS, INC., DIGITAL WATER WORKS, INC., CITILABS, INC., COHESIVE SOLUTIONS, LLC, ONTRACKS ENTERPRISES, INC. and SENSEMETRICS, INC. (collectively, the “Subsidiary Loan Parties”; together with the Borrower, collectively, the “Loan Parties”), (iii) the Lenders party hereto and (vi) PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Amended Credit Agreement referred to below.
