First Amendment to Shareholders Agreement
This First Amendment to the Shareholders Agreement (the
"Shareholders Agreement") dated as of July 18, 1997 by and among Moldflow
Corporation, a Delaware corporation (the "Company"), and the individuals
listed on Schedule I thereto (the "Shareholders"), is dated as of the 24th
day of October, 1997 (the "First Amendment") by and among the Company and the
Shareholders, and amends the Shareholders Agreement.
WHEREAS, pursuant to Section 2.b. of the Shareholders Agreement, the
Company has granted to certain Shareholders certain registration rights
contained in Schedule II thereto; and
WHEREAS, the Company and the Shareholders desire to amend the
Shareholders Agreement to include the shares of Common Stock held by Xxxxxx
Investments Australia Pty. Ltd., Helmet Investments Australia Pty. Ltd.,
Floatflow Pty. Ltd., JTC Investment Management Pty. Ltd., Westpac Custodian
Nominees Limited (as nominee for NJI No. 1(A) Investment Fund), Westpac
Custodian Nominees Limited (as nominee for NJI No. 1(B) Investment Fund),
Ampersand Specialty Materials and Chemicals III Companion Fund, and Xxxxx &
Xxxxx, Inc. as Registrable Shares pursuant to Schedule II;
NOW THEREFORE, the parties agree as follows.
1. Amendment of Shareholders Agreement. The Shareholders Agreement is hereby
amended by deleting the paragraph defining the term Registerable Shares found
in Section 1 of Schedule II in its entirety, and substituting the following
therefor:
REGISTRABLE SHARES means (i) the shares of Common Stock held by the
Shareholders, (ii) the shares of Common Stock issued or issuable
upon exercise of conversion of the securities held by the
Shareholders, and (iii) any other shares of Common Stock of the
Company issued in respect of such shares (because of stock splits,
stock dividends, reclassifications, recapitalizations, or similar
events). Wherever reference is made in this Agreement to a request
or consent of Holders of a certain percentage of Registrable
Shares, or to a number of percentage of Registrable Shares held by
Holder, such reference shall include shares of Common Stock
issuable upon exercise of conversion of the securities held by the
Shareholders even though such exercise or conversion has not yet
been effected.
2. Counterparts. This First Amendment may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to the Shareholders Agreement to be executed as an instrument under
seal as of the date first set forth above.
SIGNED for and on behalf of MOLDFLOW )
CORPORATION )
in the presence of )
/s/ Xxxx Xxxxxx
------------------------------
President
Xxxx Xxxxxx
------------------------------
Name of president (print)
SIGNED for and on behalf of XXXXXX )
INVESTMENTS AUSTRALIA PTY LTD )
by a director in the presence of )
------------------------------ ------------------------------
Witness Director
------------------------------ ------------------------------
Name of witness (print) Name of director (print)
THE COMMON SEAL of HELMET )
INVESTMENTS AUSTRALIA PTY LTD is )
affixed in accordance with its articles )
of association in the presence of )
------------------------------ ------------------------------
Secretary Director
------------------------------ ------------------------------
Name of secretary (print) Name of director (print)
2
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to the Shareholders Agreement to be executed as an instrument under
seal as of the date first set forth above.
SIGNED for and on behalf of MOLDFLOW )
CORPORATION )
in the presence of )
------------------------------
President
------------------------------
Name of president (print)
SIGNED for and on behalf of XXXXXX )
INVESTMENTS AUSTRALIA PTY LTD )
by a director in the presence of )
/s/ Xxxxxx Xxxxxx Xxxxxxxx /s/ A. Xxxxxx Xxxxxx
------------------------------ ------------------------------
Witness Director
Xxxxxx Xxxxxx Xxxxxxxx A. Xxxxxx Xxxxxx
------------------------------ ------------------------------
Name of witness (print) Name of director (print)
THE COMMON SEAL of HELMET )
INVESTMENTS AUSTRALIA PTY LTD is ) [SEAL]
affixed in accordance with its articles )
of association in the presence of )
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx Xxxxxxx
------------------------------ ------------------------------
Secretary Director
Xxxxxxx X. Xxxxx Xxxxx Xxxxxxx
------------------------------ ------------------------------
Name of secretary (print) Name of director (print)
2
SIGNED for and on behalf of FLOATFLOW ) [SEAL]
PTY LTD by a director in the presence of )
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxx Xxxxxxxxx
------------------------------ ------------------------------
Witness Director
Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx
------------------------------ ------------------------------
Name of witness (print) Name of director (print)
THE COMMON SEAL of JTC )
INVESTMENT MANAGEMENT PTY is )
affixed in accordance with its articles )
of association in the presence of )
------------------------------ ------------------------------
Secretary Director
------------------------------ ------------------------------
Name of secretary (print) Name of director (print)
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (as nominee )
for NJI No. 1(A) Investment Fund) )
is affixed in accordance with its )
articles of association in the )
presence of )
------------------------------ ------------------------------
Secretary Director
------------------------------ ------------------------------
Name of secretary (print) Name of director (print)
3
SIGNED for and on behalf of FLOATFLOW )
PTY LTD by a director in the presence of )
------------------------------ ------------------------------
Witness Director
------------------------------ ------------------------------
Name of witness (print) Name of director (print)
THE COMMON SEAL of JTC )
INVESTMENT MANAGEMENT PTY is )
affixed in accordance with its articles )
of association in the presence of )
------------------------------ ------------------------------
Secretary Director
------------------------------ ------------------------------
Name of secretary (print) Name of director (print)
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (as nominee )
for NJI No. 1(A) Investment Fund) )
is affixed in accordance with its )
articles of association in the ) [SEAL]
presence of )
/s/ illegible
--------------------------------
Director
/s/ illegible
--------------------------------
Name of director (print)
3
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (as nominee )
for NJI No. 1(A) Investment Fund) ) [SEAL]
is affixed in accordance with its )
articles of association in the )
presence of )
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS II, LIMITED PARTNERSHIP )
by its general partner ASMC II Management)
Company LP by its general partner )
ASMC-II MCLP LLP )
------------------------------
Director and General Partner
------------------------------
Name of director (print)
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS III, LIMITED PARTNERSHIP )
by its general partner ASMC III Management)
Company LP by its general partner )
ASMC-II MCLP LLP )
------------------------------
Director and General Partner
------------------------------
Name of director (print)
4
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (as nominee )
for NJI No. 1(A) Investment Fund) )
is affixed in accordance with its )
articles of association in the )
presence of )
------------------------------ ------------------------------
Secretary Director
------------------------------ ------------------------------
Name of secretary (print) Name of director (print)
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS II, LIMITED PARTNERSHIP )
by its general partner ASMC II Management)
Company LP by its general partner )
ASMC-II MCLP LLP )
/s/ Xxxxxxx X. Xxx
------------------------------
Director and General Partner
Xxxxxxx X. Xxx
------------------------------
Name of director (print)
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS III, LIMITED PARTNERSHIP )
by its general partner ASMC III Management)
Company LP by its general partner )
ASMC-II MCLP LLP )
/s/ Xxxxxxx X. Xxx
------------------------------
Director and General Partner
Xxxxxxx X. Xxx
------------------------------
Name of director (print)
4
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS III, LIMITED PARTNERSHIP )
by its general partner ASMC III Management)
Company LP by its general partner )
ASMC-II MCLP LLP )
/s/ Xxxxxxx X. Xxx
------------------------------
Director and General Partner
Xxxxxxx X. Xxx
------------------------------
Name of director (print)
SIGNED for and on behalf of XXXXX & )
XXXXX, INC. )
------------------------------
Director and General Partner
------------------------------
Name (print)
5
SIGNED for and on behalf of AMPERSAND )
SPECIALTY MATERIALS AND )
CHEMICALS III, LIMITED PARTNERSHIP )
by its general partner ASMC III Management)
Company LP by its general partner )
ASMC-II MCLP LLP )
------------------------------
Director and General Partner
------------------------------
Name of director (print)
SIGNED for and on behalf of XXXXX & )
XXXXX, INC. )
/s/ Xxxxx X. Xxxxx
------------------------------
Treasurer
Xxxxx X. Xxxxx
------------------------------
Name (print)
5
SIGNED for and on behalf of FLOATFLOW )
PTY LTD by a director in the presence of )
------------------------------ ------------------------------
Witness Director
------------------------------ ------------------------------
Name of witness (print) Name of director (print)
THE COMMON SEAL of JTC )
INVESTMENTS MANAGEMENT PTY is ) [SEAL]
affixed in accordance with its articles )
of association in the presence of )
/s/ X.X. Xxxxx /s/ X. Xxxxxxxxx
------------------------------ ------------------------------
Secretary Director
X.X. Xxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Name of secretary (print) Name of director (print)
THE COMMON SEAL of WESTPAC )
CUSTODIAN NOMINEES LIMITED (as nominee )
for NJI No. 1(A) Investment Fund) )
is affixed in accordance with its )
articles of association in the )
presence of )
------------------------------ ------------------------------
Secretary Director
------------------------------ ------------------------------
Name of secretary (print) Name of director (print)
3
