Shares EXA Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 18th, 2012 • Exa Corp • Services-prepackaged software • New York
EXA Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), and certain shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters, an aggregate of shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”), of which shares are to be issued and sold by the Company and shares are to be sold by the Selling Shareholders in the amounts set forth opposite their respective names in Schedule II hereto. The Company and the Selling Shareholders also propose to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares”) in the amounts set
AGREEMENT AND PLAN OF MERGER among DASSAULT SYSTEMES SIMULIA CORP., 3DS ACQUISITION 3 CORP. and EXA CORPORATION Dated as of September 27, 2017Merger Agreement • September 28th, 2017 • Exa Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 27, 2017 (the “Agreement Date”), by and among Dassault Systemes Simulia Corp., a Rhode Island corporation (“Parent”), 3DS Acquisition 3 Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and Exa Corporation, a Delaware corporation (the “Company”). Each of Parent, Purchaser and the Company are referred to herein as a “Party” and together as “Parties.”
Working Capital Line of Credit) LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2011 • Exa Corp • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 24, 2010 (the “Effective Date”) is between SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) and EXA CORPORATION, a Delaware corporation (“Borrower”), with its principal place of business at 55 Network Drive, Burlington, Massachusetts 01803 (FAX ), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
ContractWarrant Agreement • August 3rd, 2011 • Exa Corp • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Exa Corporation EMPLOYMENT AGREEMENT Hudong ChenEmployment Agreement • October 12th, 2017 • Exa Corp • Services-prepackaged software
This Agreement effective the 3rd Day of December, 2014 (“Effective Date”), between Exa Corporation (“Exa” or the “Company”) and Hudong Chen (“You”) is entered into (a) in recognition of your senior executive role at Exa and (b) to outline the terms and conditions of your continued employment with Exa.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 3rd, 2011 • Exa Corp • Massachusetts
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of February 9, 2004 by and among Exa Corporation (the “Company”), a Delaware corporation, Edelson Technology Partners (“Edelson”), Fidelity Ventures Limited and FMR Corporation (together “Fidelity”), Boston Capital Ventures III, Limited Partnership (“BCV III”) and Boston Capital Ventures IV, Limited Partnership (“BCV IV” together with Edelson, Fidelity and BCV III, the “Investors”). The Company and the Investors (each individually a “Party”) shall together be referred to herein as the “Parties.”
Customer AgreementCustomer Agreement • August 3rd, 2011 • Exa Corp
This IBM Customer Agreement (called the “Agreement”) governs transactions by which you purchase Machines, license ICA Programs, obtain Program licenses, and acquire Services from International Business Machines Corporation (“IBM”).
EXA CORPORATION SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries C Convertible Preferred Stock Purchase Agreement • August 3rd, 2011 • Exa Corp • Massachusetts
This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 30th day of September, 1996 by and among Exa Corporation, a Massachusetts corporation (the “Company”) and Fidelity Ventures Ltd. (“Fidelity”), Fidelity Investors Limited Partnership (“Fidelity Investors”), Boston Capital Ventures III, Limited Partnership (“BCV”), Edelson Technology Partners (“Edelson”), Massachusetts Capital Resource Company (“MCRC”), Associated Group, Inc. (“Associated”), Itochu Corporation, Itochu Techno-Science Corporation, Itochu Technology, Inc., John J. Shields, III and John William Poduska (collectively, the “Investors”).
AGREEMENT CONCERNING NONQUALIFIED STOCK OPTION GRANTED BY EXA CORPORATION (HEREINAFTER CALLED THE “COMPANY”) UNDER THENonqualified Stock Option Agreement • August 3rd, 2011 • Exa Corp
This Agreement is made as of the date specified in Schedule A attached hereto and hereby incorporated herein between the Company and the Holder named in Schedule A. For valuable consideration, the receipt of which is hereby acknowledged, the Company hereby grants to the Holder the following Nonqualified Stock Option (the “Option”):
EXA CORPORATION Burlington, MA 01803Agreement for Participation in Initial Public Offering • April 9th, 2012 • Exa Corp • Services-prepackaged software
Reference is made to that certain Agreement for Participation in Initial Public Offering, dated as of August 3, 2011 (the “Agreement”) by and between Exa Corporation (“Exa”), FMR LLC, Fidelity Ventures Limited (“FVL”), InfoTech Fund I LLC, as successor to Fidelity Investors Limited Partnership (“FILP” and collectively with FMR LLC and FVL, the “FMR Entities”) and Boston Capital Ventures, III, Limited Partnership and Boston Capital Partners, IV, Limited Partnership (collectively the “BCV Entities”).
THIRD AMENDMENT TO OEM LICENSE AGREEMENTOem License Agreement • March 21st, 2016 • Exa Corp • Services-prepackaged software • Michigan
This Third Amendment to the OEM License Agreement (hereinafter referred to as the “Third Amendment”), effective as of December 1st, 2015, by and between THERMOANALYTICS, INC. (the “Company”) located at 23440 Airpark Boulevard, Calumet, Michigan 49913 and EXA CORPORATION, located at 55 Network Drive, Burlington, Massachusetts 01803 (the “Licensee”) (jointly referred to as the “Parties”; each separately as a “Party”), amends the OEM Licensee Agreement between the parties dated October 26th, 2006 (the “Agreement”) as previously amended on June 10, 2011 (the “First Amendment”) and February 1st, 2013 (the “Second Amendment”).
EMPLOYMENT CONTRACTEmployment Contract • October 7th, 2011 • Exa Corp • Services-prepackaged software
And domiciled for the purpose of the present contract at the French address of the Representative Office in course of incorporation in France by its subsidiary named Exa Europe Inc., incorporated under the Laws of the State and Delaware (United States of America), having its registered office 1209 Orange Street, Wilmington, Delaware, County of New Castle (United States of America)
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2011 • Exa Corp • Massachusetts
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 28, 2011 (the “Effective Date”) by and among GOLD HILL CAPITAL 2008, L.P., a Delaware limited partnership (“Gold Hill”), as agent (the “Agent”), and the Lenders listed on Schedule 1.1 and otherwise party hereto, including without limitation, Gold Hill and MASSACHUSETTS CAPITAL RESOURCE COMPANY (“MCRC”), and EXA CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
FIRST AMENDMENT AND PARTIAL TERMINATION AGREEMENTLease Agreement • September 1st, 2015 • Exa Corp • Services-prepackaged software
THIS FIRST AMENDMENT AND PARTIAL TERMINATION AGREEMENT (this “Amendment”) is made and entered into as of this 31st day of July, 2015, by and between NETWORK DRIVE OWNER LLC, a Delaware limited liability company (hereinafter called “Landlord”) and EXA CORPORATION (hereinafter called “Tenant”).
WORK AGREEMENTWork Agreement • March 24th, 2015 • Exa Corp • Services-prepackaged software
The company EUROXA, a French company with limited liability, with a registered capital of 25 000 euros, the registered office of which is located 78, avenue Anatole France, 92700 Colombes, registered with the Registry of Commerce and Companies under the number 480 619 022 RCS Nanterre.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2011 • Exa Corp • Massachusetts
This Second Amendment to Loan and Security Agreement (this “Amendment”) is made effective as of September 30, 2009, by and between FMR LLC, a Delaware limited liability company, with its principal place of business at 82 Devonshire Street, Boston, Massachusetts 02109 (“Lender”) and EXA CORPORATION, a Delaware corporation with offices at 55 Network Drive, Burlington, Massachusetts 01803 (“Borrower”).
EXA CORPORATION Burlington, MA 01803Agreement for Participation in Initial Public Offering • August 3rd, 2011 • Exa Corp
The undersigned Exa Corporation (“Exa”) proposes to undertake a firm commitment underwritten initial public offering of its common stock (the “IPO”), with respect to which Stifel, Nicolaus & Company, Incorporated (“Stifel”) proposes to act as representative of the several underwriters pursuant to an underwriting agreement in substantially the form heretofore presented to you (the “Underwriting Agreement”).
PURCHASE AGREEMENTStock Purchase Agreement • August 3rd, 2011 • Exa Corp • Massachusetts
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of April 30, 2008 by and among (i) Exa Corporation, a Delaware corporation (the “Company”), (ii) Fidelity Ventures Limited (“Fidelity Ventures”) and Fidelity Investors Limited Partnership (“FILP” and, together with Fidelity Ventures, “Fidelity”), (iii) Boston Capital Ventures III, Limited Partnership (“BCV III”), (iv) Boston Capital Ventures IV, Limited Partnership (“BCV IV” and, together with Fidelity, the “Principal Investors”), and (v) such additional persons and entities that are holders of the Company’s preferred stock and are Accredited Investors (as defined below) as may become a party to this Agreement in accordance with the terms hereof (collectively, the “Additional Investors” and, together with BCV III and the Principal Investors, the “Investors”). The Company and the Investors (each individually a “Party”) shall together be referred to herein as the “Parties.”
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 3rd, 2011 • Exa Corp
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 24, 2011 and is effective as of May 23, 2011, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and EXA CORPORATION, a Delaware corporation, with its principal place of business at 55 Network Drive, Burlington, Massachusetts 01803 (“Borrower”).
ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • April 9th, 2012 • Exa Corp • Services-prepackaged software
This Assignment and License Agreement (hereinafter referred to as the “Agreement”) is entered into by and between science + computing AG (“s+c”), a German corporation located at Hagellocher Weg 73, 72070 Tuebingen, Germany and EXA CORPORATION, located at 55 Network Drive, Burlington, Massachusetts 01803 (“Exa”), jointly referred to as the “Parties”. The Agreement shall be effective when the Agreement, with its attached exhibits, is executed by signing as provided below (the “Effective Date”). s+c agrees to assign Exa certain software and related intellectual property and grant Exa certain licenses subject to the terms and conditions of the Agreement attached hereto and the exhibits specified below and attached hereto.
RESTRICTED STOCK UNIT AGREEMENT (Time Based Award) Granted by Exa Corporation Under the Amended and Restated 2011 Stock Incentive PlanRestricted Stock Unit Agreement • March 21st, 2017 • Exa Corp • Services-prepackaged software
Exa Corporation (the “Company”) hereby grants to the person named below (the “Recipient”) restricted stock units (“Restricted Stock Units”), with each such unit representing the right to receive one share of Stock, pursuant to the terms set forth below (the “Award”) The Award is and shall be subject in every respect to the provisions of the Company’s Amended and Restated 2011 Stock Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The Recipient hereby accepts this Award subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Recipient and his or her heirs and legal representatives. Capitalized terms used herein but not defined shall have the meaning set forth
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 7th, 2011 • Exa Corp • Services-prepackaged software
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 6, 2011, by and among (a) (i) GOLD HILL CAPITAL 2008, L.P., a Delaware limited partnership (“Gold Hill”), as agent (“Agent”), and (ii) the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) and otherwise party hereto, including without limitation, Gold Hill and MASSACHUSETTS CAPITAL RESOURCE COMPANY (“MCRC”) (Gold Hill and MCRC are each, individually, a “Lender” and, collectively, the “Lenders”), and (b) EXA CORPORATION, a Delaware corporation (“Borrower”).
EXA CORPORATION SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT April 30, 1993Series a Preferred Stock and Warrant Purchase Agreement • August 3rd, 2011 • Exa Corp • Massachusetts
This CLASS A PREFERRED STOCK AND COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 30th day of April, 1993 by and among Exa Corporation, a Massachusetts corporation (the “Company”) and Fidelity Ventures Ltd. (“Fidelity”), Philip A. Cooper, Robert S. Kniffin, Kim Molvig and Stephen A. Remondi (the “Investors”).
LOAN AND SECURITY AGREEMENT (Working Capital Line of Credit)Loan and Security Agreement • August 3rd, 2011 • Exa Corp • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 14, 2009, between FMR LLC, a Delaware limited liability company, with its principal place of business at 82 Devonshire Street, Boston, Massachusetts 02109 (FAX 617-217-0996) (“Lender”) and EXA CORPORATION, a Delaware corporation with offices at 55 Network Drive, Burlington, Massachusetts 01803 (FAX 781-676-8599)(“Borrower”), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:
RESTRICTED STOCK UNIT AGREEMENT (Time Based Award) Granted by Exa Corporation Under the 2017 Stock Incentive PlanRestricted Stock Unit Agreement • June 30th, 2017 • Exa Corp • Services-prepackaged software
Exa Corporation (the “Company”) hereby grants to the person named below (the “Recipient”) restricted stock units (“Restricted Stock Units”), with each such unit representing the right to receive one share of Stock, pursuant to the terms set forth below (the “Award”) The Award is and shall be subject in every respect to the provisions of the Company’s 2017 Stock Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The Recipient hereby accepts this Award subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Recipient and his or her heirs and legal representatives. Capitalized terms used herein but not defined shall have the meaning set forth in the Plan.
VOTING AGREEMENTVoting Agreement • August 3rd, 2011 • Exa Corp • Delaware
THIS VOTING AGREEMENT is made and entered into as of this 3rd day of August, 2011, by and among Exa Corporation, a Delaware corporation (the “Company”), Fidelity Ventures Limited (“FVL”), InfoTech Fund I LLC (“InfoTech”), FMR LLC (“FMR” and together with FVL and InfoTech, the “Fidelity Entities”) and other Stockholders set forth on Schedule A1 hereto (the “Stockholders”).
FIRST AMENDMENT TO OEM LICENSE AGREEMENTOem License Agreement • August 3rd, 2011 • Exa Corp • Michigan
This First Amendment to the OEM License Agreement Amendment (hereinafter referred to as the “Amendment”), entered into by and between THERMOANALYTICS, INC. (the “Company”) located at 23440 Airpark Boulevard, Calumet, Michigan 49913 and EXA CORPORATION, located at 55 Network Drive, Burlington, Massachusetts 01803 (the “Licensee”) (jointly referred to as the “Parties”), amends the OEM Licensee Agreement between the parties dated October 26th, 2006 (the “Agreement”).
6,250,000 Shares EXA Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2012 • Exa Corp • Services-prepackaged software • New York
EXA Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), and certain shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters, an aggregate of 6,250,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”), of which 4,166,667 shares are to be issued and sold by the Company and 2,083,333 shares are to be sold by the Selling Shareholders in the amounts set forth opposite their respective names in Schedule II hereto. The Company and the Selling Shareholders also propose to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 937,500 shares of Common Stock (t
EXA CORPORATION SERIES F CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries F Convertible Preferred Stock Purchase Agreement • August 3rd, 2011 • Exa Corp • Massachusetts
This SERIES F CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 28th day of January, 1998 by and among Exa Corporation, a Massachusetts corporation (the “Company”), and Ford Motor Company, a Delaware corporation (the “Investor”).
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • April 9th, 2012 • Exa Corp • Services-prepackaged software
THIS AMENDMENT NO. 1 TO VOTING AGREEMENT (the “Amendment”) is made and entered into as of this fifth day of April, 2012, by and among Exa Corporation, a Delaware corporation (the “Company”), Fidelity Ventures Limited (“FVL”), InfoTech Fund I LLC (“InfoTech”), FMR LLC (“FMR” and together with FVL and InfoTech, the “Fidelity Entities”) and other Stockholders set forth on Schedule A hereto (the “Stockholders”).
WORK AGREEMENTWork Agreement • October 7th, 2011 • Exa Corp • Services-prepackaged software
located for the purposes of this agreement at the registered office of the French branch, currently being registered with the Registry of Commerce, of its subsidiary, the company EXA EUROPE INC., a company set up according to the laws of the state of Delaware, the registered office of which is located 1209 Orange Street, Wilmington, Delaware, County of New Castle (USA),
December 29, 2014 Stephen P. Sarno North Reading, MA 01864 Dear Steve:Separation Agreement • March 24th, 2015 • Exa Corp • Services-prepackaged software
As we have discussed, the purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your transition services and separation of employment from Exa Corporation (the “Company”). As more fully set forth below, the Company desires to provide you with the opportunity to transition from the Company and receive severance pay and benefits in exchange for certain agreements by you.
ILLEGIBILE] [ILLEGIBILE] [ILLEGIBILE]Loan and Security Agreement • August 3rd, 2011 • Exa Corp
Reference is made to (i) the Loan and Security Agreement dated July 14, 2009, as amended to date (the “Loan Agreement”) pursuant to which FMR LLC (“FMR”) agreed to make certain loans to Exa Corporate (“Exa”), and (ii) that certain letter agreement dated April 12, 2010 between FMR and Exa (the “2010 Letter Agreement”) relating to the Loan Agreement.
RESTRICTED STOCK UNIT AGREEMENT (Time Based French RSU Award) Granted by Exa Corporation Under the 2017 Stock Incentive Plan French Sub-planRestricted Stock Unit Agreement • June 30th, 2017 • Exa Corp • Services-prepackaged software
Exa Corporation (the “Company”) hereby grants to the person named below (the “Recipient”) restricted stock units (“Restricted Stock Units”), with each such unit representing the right to receive one share of Stock, pursuant to the terms set forth below (the “French RSU Award” or the “Award”) The Award is and shall be subject in every respect to the provisions of the Company’s 2017 Stock Incentive Plan and French Sub-plan, as amended from time to time (collectively, the “Plan”), which is incorporated herein by reference and made a part hereof. The Recipient hereby accepts this Award subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Recipient and his or her heirs and legal representatives. Capitalized terms used herein but not de
AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCKWarrant Amendment • October 7th, 2011 • Exa Corp • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCK is made as of October 6, 2011, by and between Gold Hill Capital 2008, L.P. (“Holder”) and Exa Corporation, a Delaware corporation (the “Company”).
