ALTAIR ENGINEERING INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of June 10, 2019 Senior Debt SecuritiesIndenture • June 10th, 2019 • Altair Engineering Inc. • Services-prepackaged software • New York
INDENTURE, dated as of June 10, 2019, between ALTAIR ENGINEERING INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association as trustee (the “Trustee”):
AGREEMENT AND PLAN OF MERGER dated as of October 30, 2024 among ALTAIR ENGINEERING INC., SIEMENS INDUSTRY SOFTWARE INC. and ASTRA MERGER SUB INC.Merger Agreement • October 30th, 2024 • Altair Engineering Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (as amended in accordance with the terms and conditions hereof, this “Agreement”) dated as of October 30, 2024, among Altair Engineering Inc., a Delaware corporation (the “Company”), Siemens Industry Software Inc., a Delaware corporation (“Parent”), and Astra Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2021 • Altair Engineering Inc. • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 27, 2021, by and among Altair Engineering Inc., a Delaware corporation, with headquarters located at 1820 East Big Beaver Road, Troy, Michigan 48083 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
ALTAIR ENGINEERING INC. Shares of Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • June 4th, 2018 • Altair Engineering Inc. • Services-prepackaged software • New York
FORM of INDEMNITY AGREEMENTIndemnity Agreement • August 25th, 2017 • Altair Engineering Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 20 , between , a Delaware corporation (the “Company”), and (“Indemnitee”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • November 2nd, 2023 • Altair Engineering Inc. • Services-prepackaged software • Michigan
THIS EXECUTIVE SEVERANCE AGREEMENT (as amended, restated, or otherwise modified from time to time, this “Agreement”), dated as of July 25, 2023 (the “Effective Date”), is entered into by and between Altair Engineering Inc., a Delaware corporation (the “Company”), and Ravi Kunju (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and among: DATAWATCH CORPORATION, a Delaware corporation; ALTAIR ENGINEERING INC., a Delaware corporation; and DALLAS MERGER SUB, INC., a Delaware corporation Dated as of November 5, 2018Merger Agreement • November 5th, 2018 • Altair Engineering Inc. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of November 5, 2018, by and among: ALTAIR ENGINEERING INC., a Delaware corporation (“Parent”); DALLAS MERGER SUB, INC., a Delaware corporation and a Subsidiary of Parent (“Purchaser”); and DATAWATCH CORPORATION, a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are defined in Exhibit A.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 14, 2017 among ALTAIR ENGINEERING, INC., THE FOREIGN SUBSIDIARY BORROWERS, The Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as...Credit Agreement • September 29th, 2017 • Altair Engineering Inc. • Services-prepackaged software • Michigan
Exhibit B-1 – U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
ALTAIR ENGINEERING INC.Underwriting Agreement • June 6th, 2019 • Altair Engineering Inc. • Services-prepackaged software • New York
Altair Engineering Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 0.250% Convertible Senior Notes due 2024 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $30,000,000 principal amount of its 0.250% Convertible Senior Notes due 2024 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 0.250% Convertible Senior Notes due 2024 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of Class A Common Stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), cash or a combination t
STOCK RESTRICTION AND REPURCHASE AGREEMENT -Stock Restriction and Repurchase Agreement • June 16th, 2017 • Altair Engineering Inc. • Services-prepackaged software • Michigan
ALTAIR ENGINEERING INC. Shares of Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • October 6th, 2017 • Altair Engineering Inc. • Services-prepackaged software • New York
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 5th, 2018 • Altair Engineering Inc. • Services-prepackaged software • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 5, 2018, is entered into by and among Altair Engineering Inc., a Delaware corporation (“Parent”), Dallas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below). Additionally, the term “business day” shall have the meaning ascribed to such term in the Merger Agreement.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSMerger Agreement • June 4th, 2019 • Altair Engineering Inc. • Services-prepackaged software
On November 5, 2018, Altair Engineering Inc. (“Altair” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Altair, Dallas Merger Sub, Inc., a Delaware corporation and a wholly-owned indirect subsidiary of Altair (“Purchaser”), and Datawatch Corporation (“Datawatch”).
ALTAIR ENGINEERING INC. INCENTIVE STOCK OPTION AGREEMENT (AS AMENDED AS OF APRIL 3, 2017)Incentive Stock Option Agreement • September 29th, 2017 • Altair Engineering Inc. • Services-prepackaged software • Michigan
This Agreement, entered into pursuant to the terms of the Plan, evidences that the Committee has designated «FName» «LName» (“Participant”) as a participant under the Plan, has awarded Incentive Stock Options to Participant to purchase «Options» Shares, has designated «DATE» as the Award Date for such Options, has designated the sum of «PRICE» Dollars as the Exercise Price, and, subject to the provisions of this Agreement, has designated the period from «DATE» to «DATE» as the Exercise Period applicable to such Options.
ALTAIR ENGINEERING INC. NON-QUALIFIED STOCK OPTION AGREEMENT (AS AMENDED AS OF APRIL 3, 2017)Non-Qualified Stock Option Agreement • September 29th, 2017 • Altair Engineering Inc. • Services-prepackaged software • Michigan
This Agreement, entered into pursuant to the terms of the Plan, evidences that the Committee has designated «FName» «LName» (“Participant”) as a participant under the Plan, has awarded Non-qualified Stock Options to Participant to purchase «Options» Shares, has designated December 31, 2001 as the Award Date for such Options, has designated the sum of (i) the amount paid by the Participant to the Company to acquire his or her rights under the Phantom Stock Plan divided by the number of Shares which Participant is entitled to purchase under the Options granted herein and (ii) one ten-thousandths ($0.0001) Dollars as the Exercise Price, and, subject to the provisions of this Agreement, has designated the period from December 31, 2001 to December 31, 2036 as the Exercise Period applicable to such Options.
CONSULTING AGREEMENTConsulting Agreement • September 29th, 2017 • Altair Engineering Inc. • Services-prepackaged software • Michigan
THIS CONSULTING AGREEMENT (“Agreement”) effective as of January 1, 2017 (“Effective Date”) by and between ALTAIR ENGINEERING, INC., a Michigan corporation having an address at 1820 E. Big Beaver Road, Troy, Michigan 48083 (hereinafter “Altair”), and ADVANCED STUDIES HOLDING FUTURE SRL, an Italian company having an address located at Via Livorno, Torino, Italy 10144 (hereinafter “Consultant”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2017 among ALTAIR ENGINEERING INC., The Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • October 19th, 2017 • Altair Engineering Inc. • Services-prepackaged software • Michigan
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2017, among ALTAIR ENGINEERING INC., the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 13th, 2022 • Altair Engineering Inc. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of September 13, 2022, is entered into by and among Altair Engineering Inc., a Delaware corporation (the “Purchaser”), Rambler Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (the “Merger Sub”), RapidMiner, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Participating Securityholders (“Stockholder Representative”). Capitalized terms not otherwise defined herein have the meanings set forth in ARTICLE X.
Joint Filing AgreementJoint Filing Agreement • November 14th, 2018 • Altair Engineering Inc. • Services-prepackaged software
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Datawatch Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 14th day of November, 2018.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 30th, 2024 • Altair Engineering Inc. • Services-prepackaged software • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 30, 2024, is by and among Siemens Industry Software Inc., a Delaware corporation (“Parent”), Altair Engineering Inc., a Delaware corporation (the “Company”), and the Persons listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
STOCK RESTRICTION AND REPURCHASE AGREEMENT -Stock Restriction and Repurchase Agreement • June 16th, 2017 • Altair Engineering Inc. • Services-prepackaged software • Michigan
September 24, 2018 STRICTLY CONFIDENTIAL Mr. Michael A. Morrison Datawatch Corporation Bedford, MA 01730 Dear Mr. Morrison,Confidentiality Agreement • November 14th, 2018 • Altair Engineering Inc. • Services-prepackaged software
In order to induce Altair Engineering Inc. (“Altair”) to devote additional time and resources to its continuing evaluation and, if applicable, pursuit of a Transaction (as defined below), and in consideration therefor, by executing this letter, Datawatch Corporation (“Datawatch” or the “Company”) agrees to the following:
MUTUAL NON-DISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • November 14th, 2018 • Altair Engineering Inc. • Services-prepackaged software • Delaware
THIS MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of May 14, 2018 (the “Effective Date”), between ALTAIR ENGINEERING INC. (the “Partner”) and DATAWATCH CORPORATION (the “Datawatch” and, together with Partner, each a “Party” and collectively the “Parties”).
ALTAIR ENGINEERING INC.Stock Option Agreement • June 8th, 2020 • Altair Engineering Inc. • Services-prepackaged software • Delaware
This Agreement evidences (i) that Participant has been granted an Option (the “Current Grant”) to purchase Common Stock of Altair Engineering Inc. (the “Company”) and (ii) an agreement to automatically grant Participant an Option to purchase Common Stock of the Company in the future, provided that the Participant continues to be a Service Provider of the Company or any Subsidiary of the Company through the date of grant (the “Deferred Grant,” and together with the Current Grant, the “Options”), each as subject to the terms and conditions of the Plan and this Agreement, as follows:
EMPLOYMENT TRANSITION AND SEPARATION AND GENERAL RELEASE AGREEMENTEmployment Transition and Separation Agreement • May 6th, 2021 • Altair Engineering Inc. • Services-prepackaged software • Michigan
This Employment Transition and Separation and General Release Agreement ("Agreement") is made as of the 15th day of January, 2021 by and between HOWARD MOROF, a resident of the State of Michigan (“EMPLOYEE”), and ALTAIR ENGINEERING INC., a Delaware corporation, including all of its subsidiaries and affiliates (“EMPLOYER”).
EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENTEmployment Separation and General Release Agreement • October 3rd, 2022 • Altair Engineering Inc. • Services-prepackaged software • Michigan
This Employment Separation and General Release Agreement (“Agreement”) is made as of September 30, 2022, by and between BRETT CHOUINARD a resident of the State of Michigan (“EMPLOYEE”), and ALTAIR ENGINEERING INC., a Delaware corporation (“EMPLOYER”).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 6th, 2019 • Altair Engineering Inc. • Services-prepackaged software • Michigan
This Second Amendment to Third Amended and Restated Credit Agreement, dated as of June 5, 2019 (this “Amendment”), is among Altair Engineering Inc. (the “Borrower”), the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENTEmployment Separation and General Release Agreement • January 4th, 2023 • Altair Engineering Inc. • Services-prepackaged software
This Employment Separation and General Release Agreement (“Agreement”) is made as of the date of last signature below, by and between UWE SCHRAMM a resident of the State of California (“EMPLOYEE”), and ALTAIR ENGINEERING INC., a Delaware corporation (“EMPLOYER”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2018 • Altair Engineering Inc. • Services-prepackaged software • Michigan
This First Amendment to Third Amended and Restated Credit Agreement, dated as of October 31, 2018 (this “Amendment”), is among Altair Engineering Inc. (the “Borrower”), the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2021 • Altair Engineering Inc. • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 27, 2021, by and among Altair Engineering Inc., a Delaware corporation, with headquarters located at 1820 East Big Beaver Road, Troy, Michigan 48083 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
