0001193125-11-266906 Sample Contracts

EMPLOYMENT CONTRACT
Employment 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)

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FIRST LOAN MODIFICATION AGREEMENT
Loan 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”).

WORK AGREEMENT
Work 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),

AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCK
Warrant 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”).

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