0001193125-23-204952 Sample Contracts

PTC Inc. 5,830,905 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • August 7th, 2023 • PTC Inc. • Services-prepackaged software

The stockholder named in Schedule II hereto (the “Selling Stockholder”) of PTC Inc., a Massachusetts corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,830,905 shares (the “Securities”) of common stock, par value $0.01 per share (“Stock”) of the Company. To the extent that there is not more than one Underwriter named in Schedule I, the term “Underwriters” shall mean either the singular or plural as the context requires and the terms “each Underwriter” and “several Underwriters” shall mean the sole underwriter.

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