Parametric Technology Corp Sample Contracts

ARTICLE 2 INDEPENDENT CONTRACTOR STATUS
Consulting Agreement • July 29th, 2005 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
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January 24, 1997 128 TECHNOLOGY CENTER PARAMETRIC TECHNOLOGY CORPORATION AMENDMENT NO. 11
Lease Agreement • December 29th, 1998 • Parametric Technology Corp • Services-prepackaged software

Reference in made to the original Lease dated June 1, 1987, and subsequently amended March 10, 1988, November 9, 1988, November 8, 1989, January 21, 1991, March 10, 1992, November 25, 1992, June 8, 1993, April 14, 1994, July 19, 1995, January 9, 1996, and May 10, 1996 collectively (the "Lease") by and between Wells Avenue Senior Holdings LLC, a Massachusetts limited liability company (hereinafter "Lessor", which expression shall include its heirs, executors, successors, and assigns where the context so admits), and Parametric Technology Corporation, a Massachusetts corporation having a principal place of business at 128 Technology Drive, Waltham, Massachusetts, 02154 (hereinafter "Lessee", which expression shall include its successors and assigns or executors and administrators where to context so admits). Terms defined in or by reference in the Lease not otherwise defined herein shall have the same meaning herein as therein.

and American Stock Transfer & Trust Company, Rights Agent
Rights Agreement • December 28th, 2000 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
BY AND AMONG
Agreement and Plan of Reorganization • November 4th, 1997 • Parametric Technology Corp • Services-prepackaged software • Delaware
ARTICLE 2 INDEPENDENT CONTRACTOR STATUS
Consulting Agreement • August 11th, 1997 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
CREDIT AGREEMENT dated as of September 15, 2014 among PTC INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent KEYBANK NATIONAL ASSOCIATION as Syndication Agent, FIFTH THIRD BANK, HSBC BANK USA, NATIONAL ASSOCIATION,...
Credit Agreement • September 16th, 2014 • PTC Inc. • Services-prepackaged software • New York

CREDIT AGREEMENT (this “Agreement”) dated as of September 15, 2014 among PTC INC. the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, FIFTH THIRD BANK, HSBC BANK USA, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., ROYAL BANK OF CANADA, SANTANDER BANK, N.A. and TD BANK, N.A., as Co-Documentation Agents and BARCLAYS BANK PLC, SUNTRUST BANK and U.S. BANK, NATIONAL ASSOCIATION,

PTC Inc. Underwriting Agreement
Underwriting Agreement • May 5th, 2016 • PTC Inc. • Services-prepackaged software • New York

PTC Inc., a Massachusetts 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”), $500,000,000 principal amount of its 6.000% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 12, 2016 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture to be dated as of May 12, 2016 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION
Merger Agreement • March 23rd, 1999 • Parametric Technology Corp • Services-prepackaged software • Delaware
PROPERTY
Lease Agreement • December 28th, 2000 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
128 TECHNOLOGY CENTER PARAMETRIC TECHNOLOGY CORPORATION AMENDMENT NO. 9
Lease Agreement • December 29th, 1998 • Parametric Technology Corp • Services-prepackaged software
Exhibit 10.2 AGREEMENT ---------
Employment Agreement • May 19th, 1998 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 13, 2018 among PTC INC. The Foreign Subsidiary Borrowers From Time to Time Party Hereto The Lenders From Time to Time Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent...
Credit Agreement • September 18th, 2018 • PTC Inc. • Services-prepackaged software • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of September 13, 2018 among PTC INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, FIFTH THIRD BANK, HSBC BANK USA, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., ROYAL BANK OF CANADA, SANTANDER BANK, N.A. and TD BANK, N.A., as Co-Documentation Agents and BARCLAYS BANK PLC, SUNTRUST BANK, U.S. BANK NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Senior Managing Agents.

CREDIT AGREEMENT dated as of August 16, 2012 among PARAMETRIC TECHNOLOGY CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent KEYBANK NATIONAL ASSOCIATION as Syndication Agent and
Credit Agreement • August 16th, 2012 • Parametric Technology Corp • Services-prepackaged software • New York

SCHEDULES: Schedule 2.01 – Commitments Schedule 2.02 – Mandatory Cost Schedule 2.03 – Competitors Schedule 3.01 – Subsidiaires Schedule 3.04 – Litigation Schedule 3.10 – ERISA Plans Schedule 5.08 – Existing Indebtedness Schedule 5.09 – Existing Liens Schedule 5.11 – Permitted Foreign Subsidiary Loans and Investments Schedule 5.12 – Certain Subsidiaries to be Liquidated EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B – Form of Opinion of Credit Parties’ Counsel Exhibit C – Form of Increasing Lender Supplement Exhibit D – Form of Augmenting Lender Supplement Exhibit E – Form of Compliance Certificate Exhibit F – List of Closing Documents Exhibit G-1 – Form of Borrowing Request Exhibit G-2 – Form of Interest Election Request

CREDIT AGREEMENT dated as of August 23, 2010 Among PARAMETRIC TECHNOLOGY CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent KEYBANK NATIONAL ASSOCIATION as Syndication Agent and SOVEREIGN BANK, RBS CITIZENS, N.A....
Credit Agreement • August 24th, 2010 • Parametric Technology Corp • Services-prepackaged software • New York

CREDIT AGREEMENT (this “Agreement”) dated as of August 23, 2010 among PARAMETRIC TECHNOLOGY CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and SOVEREIGN BANK, RBS CITIZENS, N.A. and WELLS FARGO BANK, N.A., as Co-Documentation Agents.

EXECUTIVE AGREEMENT
Executive Agreement • November 20th, 2023 • PTC Inc. • Services-prepackaged software • Massachusetts

This Executive Agreement (“Agreement”) is by and between PTC Inc., a Massachusetts corporation (the “Company”), and Michael DiTullio (the “Executive”).

Agreement ---------
Employment Agreement • December 27th, 2001 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
AMENDED AND RESTATED EXECUTIVE AGREEMENT
Executive Agreement • November 23rd, 2015 • PTC Inc. • Services-prepackaged software • Massachusetts

This Amended and Restated Executive Agreement dated as of May 7, 2010 by and between Parametric Technology Corporation, a Massachusetts corporation (the “Company”), and Robert Gremley (the “Executive”) further amends and, as so amended restates, the Amended and Restated Executive Agreement dated as of June 26, 2008 by and between the Company and the Executive (the “Current Agreement”) effective as of October 1, 2010.

Agreement ---------
Employment Agreement • May 15th, 2001 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
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OFFICE LEASE ------------
Office Lease • December 29th, 1998 • Parametric Technology Corp • Services-prepackaged software
EXECUTIVE AGREEMENT
Executive Agreement • May 18th, 2004 • Parametric Technology Corp • Services-prepackaged software • Massachusetts

This Agreement is entered into as of the day of , between Parametric Technology Corporation, a Massachusetts corporation (the “Company”), and [Executive], [Address] (the “Executive”).

Agreement and Plan of Merger by and among Arena Holdings, Inc., PTC Inc., Astronauts Merger Sub, Inc., and the Representative named herein December 12, 2020
Merger Agreement • December 14th, 2020 • PTC Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2020, is made by and among (i) Arena Holdings, Inc., a Delaware corporation (the “Company”), (ii) PTC Inc., a Massachusetts corporation (“Buyer”), (iii) Astronauts Merger Sub, Inc., a Delaware corporation and wholly‑owned Subsidiary of Buyer (“Merger Sub” and, together with the Company, the “Constituent Corporations”), and (iv) Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative as set forth in this Agreement (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE XI below. “Party” as used herein means, individually, each of the Company, Buyer, Merger Sub and, solely in such capacity, the Representative (and all are collectively referred to herein as the “Parties”).

AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • November 16th, 2018 • PTC Inc. • Services-prepackaged software • New York

This Amended and Restated Strategic Alliance Agreement, including the attached Exhibits and Schedules (together, “Agreement”) is made as of June 19, 2018 (“Effective Date”) between Rockwell Automation, Inc., with its principal place of business located at 1201 South 2nd Street, Milwaukee, WI 53204 (“RA”), and PTC Inc., with its principal place of business located at 140 Kendrick Street, Needham, MA 02494 (“PTC”). RA and PTC may be referred to in this Agreement individually as a “Party” and together as the “Parties.” To the extent a provision set forth in the body of this Agreement conflict with a provision set forth in an attached Exhibit or Schedule, the provision set forth in the body of the Agreement shall prevail.

AMENDED & RESTATED SEVERANCE AGREEMENT, WALSKE 3/1 EXHIBIT 10.2 AMENDED AND RESTATED AGREEMENT This Amended and Restated Agreement is entered into as of this 1st day of March, 2000 between Parametric Technology Corporation, a Massachusetts corporation...
Severance Agreement • May 16th, 2000 • Parametric Technology Corp • Services-prepackaged software • Massachusetts

AMENDED AND RESTATED AGREEMENT This Amended and Restated Agreement is entered into as of this 1st day of March, 2000 between Parametric Technology Corporation, a Massachusetts corporation (the "Company"), and Steven C. Walske (the "Executive"), and amends and restates the Agreement dated June 20, 1990, as amended, between the Company and the Executive. WHEREAS, effective March 1, 2000, the Executive is the Chairman of the Board and Chief Business Strategist of the Company; and WHEREAS, to provide incentive for the Executive to remain with the Company, the Company desires to make the following arrangements with the Executive concerning his employment; NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Termination Notice. The Company agrees that it may not terminate the employment of the Executive unless it does so for Cause (as defined below) by delivering to the Executive a written notice of such termination of employment (the "Termination Notice"). 2. Salary. (a

Form 8-K Exhibit Notice:
Stock Purchase Agreement • December 23rd, 2015 • PTC Inc. • Services-prepackaged software • Massachusetts

Schedule I Seller Owners, Share Ownership, Company Phantom Units, Stock Appreciation Rights, Pro Rata Share, Percentage Ownership of Seller

PTC Inc. 5,830,905 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • August 7th, 2023 • PTC Inc. • Services-prepackaged software

The stockholder named in Schedule II hereto (the “Selling Stockholder”) of PTC Inc., a Massachusetts corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,830,905 shares (the “Securities”) of common stock, par value $0.01 per share (“Stock”) of the Company. To the extent that there is not more than one Underwriter named in Schedule I, the term “Underwriters” shall mean either the singular or plural as the context requires and the terms “each Underwriter” and “several Underwriters” shall mean the sole underwriter.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 13th, 2015 • PTC Inc. • Services-prepackaged software • Delaware

This Asset Purchase Agreement is entered into as of October 9, 2015, by and among: Qualcomm Connected Experiences, Inc., a Delaware corporation ("Seller"), and PTC Inc., a Massachusetts corporation ("Purchaser"). Certain capitalized terms used in this Agreement are defined on Exhibit A.

CONSULTING AGREEMENT
Consulting Agreement • November 24th, 2009 • Parametric Technology Corp • Services-prepackaged software • Massachusetts

This Consulting Agreement, dated as of November 19, 2009 (“Agreement”), is by and between Parametric Technology Corporation, a Massachusetts corporation having its principal business address at 140 Kendrick Street, Needham, Massachusetts 02494 (“PTC”), and Michael E. Porter, having a business address at Harvard Business School, Soldier’s Field Road, Ludcke House, Boston, MA 02163 (“Consultant”).

AMENDED AND RESTATED EXECUTIVE AGREEMENT
Executive Agreement • June 27th, 2008 • Parametric Technology Corp • Services-prepackaged software • Massachusetts

This Amended and Restated Executive Agreement dated as of June 26, 2008 by and between Parametric Technology Corporation, a Massachusetts corporation with headquarters at 140 Kendrick Street, Needham, Massachusetts 02494 (the “Company”), and C. Richard Harrison, 15 Claridge Drive, Weston, Massachusetts 02493 (the “Executive”) amends and restates the Executive Agreement dated as of August 29, 2006 by and between the Company and the Executive, as amended by the First Amendment to the Executive Agreement dated as of November 28, 2007 by and between the Company and the Executive.

Form 8-K Exhibit Notice:
Voting Support Agreement • April 7th, 2011 • Parametric Technology Corp • Services-prepackaged software • Ontario

Schedule A, Securityholder Information is omitted in reliance on Item 601(b)(2) of Regulation S-K but will be furnished supplementally to the Commission upon request.

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