REGISTRATION RIGHTS AGREEMENTRegistration 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.
Exhibit D - License TermsCommercial Agreement • May 17th, 2022 • Aspen Technology, Inc. • Services-computer programming services • Delaware
TAX MATTERS AGREEMENTTax 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.
STOCKHOLDERS AGREEMENT dated as of May 16, 2022 among ASPEN TECHNOLOGY, INC., EMERSON ELECTRIC CO. and EMR WORLDWIDE INC.Stockholders Agreement • 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);
BORROWER ASSIGNMENT AND ACCESSION AGREEMENTAssignment 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”).
