Matrixone Inc Sample Contracts

AGREEMENT ---------
Loan and Security Agreement • December 14th, 1999 • Matrixone Inc
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WARRANT
Matrixone Inc • February 2nd, 2000 • Services-prepackaged software • Delaware
BY-LAWS OF
Matrixone Inc • December 14th, 1999
WITNESSETH
Asset Purchase Agreement • December 14th, 1999 • Matrixone Inc • Massachusetts
EXHIBIT 1.1 MATRIXONE, INC. Common Stock (par value $.01 per share) Underwriting Agreement ----------------------
Underwriting Agreement • February 23rd, 2000 • Matrixone Inc • Services-prepackaged software • New York
LEASE
Matrixone Inc • December 14th, 1999
RECITALS
Loan Modification Agreement • February 8th, 2002 • Matrixone Inc • Services-prepackaged software
EXHIBIT 10.1 [MATRIX LOGO APPEARS HERE]
Employment Agreement • November 7th, 2000 • Matrixone Inc • Services-prepackaged software • Massachusetts
ARTICLE 1. ISSUANCE OF WARRANT -------------------
Warrant Purchase Agreement • December 14th, 1999 • Matrixone Inc • Delaware
LEASE -----
Matrixone Inc • September 19th, 2001 • Services-prepackaged software • Connecticut
RECITALS
Borrower Agreement • February 9th, 2001 • Matrixone Inc • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER by and among DASSAULT SYSTEMES CORP., DS NEWCO CORP. and MATRIXONE, INC. Dated as of March 1, 2006
Agreement and Plan of Merger • March 2nd, 2006 • Matrixone Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 1, 2006, by and among Dassault Systemes Corp., a Delaware corporation (the ”Buyer”), DS Newco Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and MatrixOne, Inc., a Delaware corporation (the ”Company”).

AGREEMENT AND PLAN OF MERGER dated as of June 4, 2004 by and among MATRIXONE, INC., MATRIXONE INTERNATIONAL, INC., INSYNC MERGER CORPORATION, SYNCHRONICITY SOFTWARE, INC., THE NOTEHOLDERS AND CERTAIN STOCKHOLDERS OF SYNCHRONICITY SOFTWARE, INC. and...
Agreement and Plan of Merger • August 10th, 2004 • Matrixone Inc • Services-prepackaged software • Massachusetts

AGREEMENT AND PLAN OF MERGER, dated as of June 4, 2004 (this “Agreement”), by and among MatrixOne, Inc., a Delaware corporation (“MatrixOne”), MatrixOne International, Inc., a Delaware corporation and a wholly owned subsidiary of MatrixOne (“Subone”), InSync Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Subone (“Subtwo”), Synchronicity Software, Inc., a Delaware corporation (“Synchronicity”), the noteholders (the “Noteholders”) and stockholders (the “Signing Stockholders”) of Synchronicity signatories hereto and James Furnivall as the representative (the “Representative”).

Exhibit 10.18 Matrix One EMPLOYMENT AGREEMENT -------------------- The undersigned:
Matrix One • December 14th, 1999 • Matrixone Inc
EMPLOYMENT AGREEMENT
Employment Agreement • February 11th, 2004 • Matrixone Inc • Services-prepackaged software • Massachusetts

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated as of November 1, 2000 (the “2000 Employment Agreement”);

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • February 11th, 2004 • Matrixone Inc • Services-prepackaged software

This Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 23rd, 2003, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and MATRIXONE, INC., a Delaware corporation with its chief executive office located at 210 Littleton Road, Westford, Massachusetts 01886(“Borrower”).

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MATRIXONE, INC.
1996 Stock Plan Stock Option Agreement • February 3rd, 2003 • Matrixone Inc • Services-prepackaged software • Massachusetts
AMENDMENT TO SYNCHRONICITY AGREEMENTS
Synchronicity Agreements • November 9th, 2005 • Matrixone Inc • Services-prepackaged software

This AMENDMENT TO SYNCHRONICITY AGREEMENTS, dated as of November 8, 2005 (this “Amendment”), is by and between MatrixOne, Inc., a Delaware corporation (“MatrixOne”), and James Furnivall, as the Representative (the “Representative”) for the Holders (as defined in the Registration Rights Agreement referenced below).

PAYMENT, EXCHANGE AND ESCROW AGREEMENT dated as of August 4, 2004 among MATRIXONE, INC., THE REPRESENTATIVE, EQUISERVE TRUST COMPANY, N.A., as Exchange Agent and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent
Exchange and Escrow Agreement • August 10th, 2004 • Matrixone Inc • Services-prepackaged software • Massachusetts

This Agreement is being entered into pursuant to Section 2.3(a) of the Merger Agreement, dated as of June 4, 2004 (the “Merger Agreement”), by and among MatrixOne, MatrixOne International, Inc., InSync Merger Corporation, Synchronicity, the noteholders and stockholders of Synchronicity signatories thereto and the Representative, a copy of which is attached as Exhibit A hereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement.

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • February 11th, 2003 • Matrixone Inc • Services-prepackaged software

This Loan Modification Agreement (this “Loan Modification Agreement’) is entered into as of December 24, 2002, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and MATRIXONE, INC., a Delaware corporation with its chief executive office located at 210 Littleton Road, Westford, Massachusetts 01886(“Borrower”).

REGISTRATION RIGHTS AGREEMENT dated as of August 4, 2004 by and between MATRIXONE, INC., and THE REPRESENTATIVE of FORMER NOTEHOLDERS AND CERTAIN FORMER STOCKHOLDERS of SYNCHRONICITY SOFTWARE, INC.
Registration Rights Agreement • August 10th, 2004 • Matrixone Inc • Services-prepackaged software • Massachusetts

This REGISTRATION RIGHTS AGREEMENT, dated as of August 4, 2004 (this “Agreement”), by and between MatrixOne, Inc., a Delaware corporation (“MatrixOne”), and James Furnivall, as the Representative (the “Representative”) for the Holders (as defined herein).

BETWEEN
Loan and Security Agreement • February 2nd, 2000 • Matrixone Inc • Services-prepackaged software • Delaware
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