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Aspen Technology, Inc. Sample Contracts

Contract
Executive Retention Agreement • May 2nd, 2023 • Aspen Technology, Inc. • Services-computer programming services • Massachusetts
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Standard Contracts

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AGREEMENT AND PLAN OF MERGER dated as of January 26, 2025 among ASPEN TECHNOLOGY, INC., EMERSON ELECTRIC CO. and EMERSUB CXV, INC.
Merger Agreement • January 27th, 2025 • Aspen Technology, Inc. • Services-computer programming services • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 26, 2025, among Aspen Technology, Inc., a Delaware corporation (the “Company”), Emerson Electric Co., a Missouri corporation (“Parent”), and Emersub CXV, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 17th, 2022 • Aspen Technology, Inc. • Services-computer programming services • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2022, is entered into between EMR Worldwide Inc., a Delaware corporation (“Emerson”), and Aspen Technology, Inc., a Delaware corporation (formerly known as Emersub CX, Inc.) (the “Company”). Certain terms used in this Agreement are defined in Section 1.1.

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The definition of “Continuing Echo Business Employees” in Section 1.01(a) of the Agreement is hereby amended and restated as follows: “Continuing Echo Business Employees” means, collectively, (i) the Automatic Transfer Echo Business Employees and the...
Transaction Agreement and Plan of Merger • August 21st, 2023 • Aspen Technology, Inc. • Services-computer programming services • Delaware
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AMENDMENT NO. 2 TO TRANSACTION AGREEMENT AND PLAN OF MERGER
Transaction Agreement and Plan of Merger • May 4th, 2022 • Emersub CX, Inc. • Services-computer programming services • Delaware

This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [•] between Emerson Electric Co., a Missouri corporation (“Emerson”), on behalf of itself and the members of the Emerson Group, as defined below and Aspen Technology, Inc., a Delaware corporation (formerly known as Emersub CX, Inc.) (“Newco,” and together with Emerson, the “Parties”), on behalf of itself and the members of the Newco Group, as defined below.

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Exhibit D - License Terms
Commercial Agreement • May 17th, 2022 • Aspen Technology, Inc. • Services-computer programming services • Delaware
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TAX MATTERS AGREEMENT
Tax Matters Agreement • May 17th, 2022 • Aspen Technology, Inc. • Services-computer programming services • Delaware

This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of May 16, 2022 between Emerson Electric Co., a Missouri corporation (“Emerson”), on behalf of itself and the members of the Emerson Group, as defined below, and Aspen Technology, Inc., a Delaware corporation (formerly known as Emersub CX, Inc.) (“Newco,” and together with Emerson, the “Parties”), on behalf of itself and the members of the Newco Group, as defined below.

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Contract
Credit Agreement • May 2nd, 2023 • Aspen Technology, Inc. • Services-computer programming services
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96140098v24 Execution Version CREDIT AGREEMENT dated as of December 23, 2022 Between ASPEN TECHNOLOGY, INC., as Borrower, and EMERSON ELECTRIC CO., as Lender
Credit Agreement • December 30th, 2022 • Aspen Technology, Inc. • Services-computer programming services • New York
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STOCKHOLDERS AGREEMENT dated as of May 16, 2022 among ASPEN TECHNOLOGY, INC., EMERSON ELECTRIC CO. and EMR WORLDWIDE INC.
Shareholder Agreements • May 17th, 2022 • Aspen Technology, Inc. • Services-computer programming services • Delaware

WHEREAS, pursuant to that certain Transaction Agreement and Plan of Merger, dated as of October 10, 2021, and amended as of March 23, 2022 and May 3, 2022, among Emerson Parent, Aspen Technology, Inc., a Delaware corporation (“Old Aspen Tech”), the Company, Emersub CXI, Inc., a Delaware corporation, and Emerson (as further amended from time to time, the “Transaction Agreement”), Emerson Parent and Old Aspen Tech combined the Echo Business (as defined in the Transaction Agreement) with Old Aspen Tech and effected the Transactions (as defined herein);

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Contract
Indemnification Agreement • August 25th, 2022 • Aspen Technology, Inc. • Services-computer programming services • Delaware
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PROPRIETARY AND CONFIDENTIAL INFORMATION, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
Proprietary and Confidential Information, Non-Competition, and Non-Solicitation Agreement • May 2nd, 2023 • Aspen Technology, Inc. • Services-computer programming services • Texas

This Proprietary and Confidential Information, Non-Competition, and Non-Solicitation Agreement (the “Agreement”) is made by and between Aspen Technology, Inc. (the “Company”) and «First_Name» «Middle_Names» «Last_Name» (the “Employee”) as of the date signed by the Employee below, unless otherwise stated.

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Introductory Note
Merger Agreement • February 4th, 2025 • Aspen Technology, Inc. • Services-computer programming services

On January 26, 2025, AspenTech entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Emerson Electric Co., a Missouri corporation (“Emerson”), and Emersub CXV, Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (the “Purchaser”, and together with Emerson, the “Buyer Parties”). The Merger Agreement provides that, subject to the terms of the Merger Agreement, the Purchaser will commence a cash tender offer (the “Offer”) to purchase all of the outstanding shares of AspenTech common stock, par value $0.0001 per share (the “Shares”) (other than the Shares owned by the Company, the Purchaser or Emerson or any of their respective subsidiaries), at a price of $265.00 per share (the “Offer Price”), net to the seller in cash, without interest, subject to the conditions set forth in the Merger Agreement.

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BORROWER ASSIGNMENT AND ACCESSION AGREEMENT
Borrower Assignment and Accession Agreement • May 17th, 2022 • Aspen Technology, Inc. • Services-computer programming services • New York

BORROWER ASSIGNMENT AND ACCESSION AGREEMENT, dated as of May 16, 2022 (this “Borrower Assignment and Accession Agreement”), with respect to the Amended and Restated Credit Agreement, dated as of December 23, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among AspenTech Corporation (prior to the Transaction Effective Date (as defined below), known as Aspen Technology, Inc. (the “Existing Borrower”), the other Loan Parties from time to time party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of August 5, 2020 and by that certain Waiver and Second Amendment, dated as of December 14, 2021 (the “Second Amendment”).

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