0001193125-11-091292 Sample Contracts

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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PARAMETRIC TECHNOLOGY CORPORATION AND PTC NS ULC AND MKS INC. ARRANGEMENT AGREEMENT April 6, 2011 Form 8-K Exhibit Notice:
Arrangement Agreement • April 7th, 2011 • Parametric Technology Corp • Services-prepackaged software • Ontario

This Agreement is included as an exhibit to the Form 8-K to provide information regarding its terms. Except for its status as the contractual document between the parties with respect to the share purchase described herein, it is not intended to provide factual information about the parties. The representations and warranties contained in this Agreement were made only for purposes of this agreement and as of specific dates, were solely for the benefit of the parties hereto, and may be subject to limitations agreed by the contracting parties, including being qualified by disclosures between the parties. These representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. They should be viewed by investors in this context.

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