PTC Inc. Sample Contracts

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and American Stock Transfer & Trust Company, Rights Agent
Rights Agreement • December 28th, 2000 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • March 23rd, 1999 • Parametric Technology Corp • Services-prepackaged software • Delaware
ARTICLE 2 INDEPENDENT CONTRACTOR STATUS
Consulting Agreement • August 11th, 1997 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
PROPERTY
Agreement • December 28th, 2000 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
ARTICLE 2 INDEPENDENT CONTRACTOR STATUS
Consulting Agreement • July 29th, 2005 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
CREDIT AGREEMENT dated as of September 15, 2014 among PTC INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent KEYBANK NATIONAL ASSOCIATION as Syndication Agent, FIFTH THIRD BANK, HSBC BANK USA, NATIONAL ASSOCIATION,...
Credit Agreement • September 16th, 2014 • PTC Inc. • Services-prepackaged software • New York

CREDIT AGREEMENT (this “Agreement”) dated as of September 15, 2014 among PTC INC. the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, FIFTH THIRD BANK, HSBC BANK USA, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., ROYAL BANK OF CANADA, SANTANDER BANK, N.A. and TD BANK, N.A., as Co-Documentation Agents and BARCLAYS BANK PLC, SUNTRUST BANK and U.S. BANK, NATIONAL ASSOCIATION,

AGREEMENT ---------
Agreement • August 11th, 1997 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
Agreement ---------
Parametric Technology Corp • December 28th, 2000 • Services-prepackaged software • Massachusetts
128 TECHNOLOGY CENTER PARAMETRIC TECHNOLOGY CORPORATION AMENDMENT NO. 8
Parametric Technology Corp • December 28th, 1995 • Services-prepackaged software
PTC Inc. Underwriting Agreement
PTC Inc. • May 5th, 2016 • Services-prepackaged software • New York

PTC Inc., a Massachusetts corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 6.000% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 12, 2016 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture to be dated as of May 12, 2016 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

BY AND AMONG
Agreement and Plan of Reorganization • November 4th, 1997 • Parametric Technology Corp • Services-prepackaged software • Delaware
Exhibit 10.1 AGREEMENT ---------
1 Agreement • August 11th, 1997 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
AMENDMENT #3 TO CONSULTING AGREEMENT
Consulting Agreement • December 29th, 1998 • Parametric Technology Corp • Services-prepackaged software
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 13, 2018 among PTC INC. The Foreign Subsidiary Borrowers From Time to Time Party Hereto The Lenders From Time to Time Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent...
Credit Agreement • September 18th, 2018 • PTC Inc. • Services-prepackaged software • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of September 13, 2018 among PTC INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, FIFTH THIRD BANK, HSBC BANK USA, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., ROYAL BANK OF CANADA, SANTANDER BANK, N.A. and TD BANK, N.A., as Co-Documentation Agents and BARCLAYS BANK PLC, SUNTRUST BANK, U.S. BANK NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Senior Managing Agents.

CREDIT AGREEMENT dated as of August 16, 2012 among PARAMETRIC TECHNOLOGY CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent KEYBANK NATIONAL ASSOCIATION as Syndication Agent and
Credit Agreement • August 16th, 2012 • Parametric Technology Corp • Services-prepackaged software • New York

SCHEDULES: Schedule 2.01 – Commitments Schedule 2.02 – Mandatory Cost Schedule 2.03 – Competitors Schedule 3.01 – Subsidiaires Schedule 3.04 – Litigation Schedule 3.10 – ERISA Plans Schedule 5.08 – Existing Indebtedness Schedule 5.09 – Existing Liens Schedule 5.11 – Permitted Foreign Subsidiary Loans and Investments Schedule 5.12 – Certain Subsidiaries to be Liquidated EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B – Form of Opinion of Credit Parties’ Counsel Exhibit C – Form of Increasing Lender Supplement Exhibit D – Form of Augmenting Lender Supplement Exhibit E – Form of Compliance Certificate Exhibit F – List of Closing Documents Exhibit G-1 – Form of Borrowing Request Exhibit G-2 – Form of Interest Election Request

Exhibit 10.2 AGREEMENT ---------
2 Agreement • May 19th, 1998 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
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Agreement ---------
Parametric Technology Corp • December 28th, 1995 • Services-prepackaged software • Massachusetts
Agreement ---------
Parametric Technology Corp • May 15th, 2001 • Services-prepackaged software • Massachusetts
128 TECHNOLOGY CENTER PARAMETRIC TECHNOLOGY CORPORATION AMENDMENT NO. 9
Parametric Technology Corp • December 29th, 1998 • Services-prepackaged software
EXECUTIVE AGREEMENT
Executive Agreement • November 20th, 2020 • PTC Inc. • Services-prepackaged software • Massachusetts

This Executive Agreement (“Agreement”) dated as of [Date] is by and between PTC Inc., a Massachusetts corporation (the “Company”), and [Executive] (the “Executive”).

EXHIBIT 10.7 AGREEMENT ---------
7 Agreement • December 24th, 1996 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
AMENDED AND RESTATED EXECUTIVE AGREEMENT
Executive Agreement • November 23rd, 2015 • PTC Inc. • Services-prepackaged software • Massachusetts

This Amended and Restated Executive Agreement dated as of May 7, 2010 by and between Parametric Technology Corporation, a Massachusetts corporation (the “Company”), and Robert Gremley (the “Executive”) further amends and, as so amended restates, the Amended and Restated Executive Agreement dated as of June 26, 2008 by and between the Company and the Executive (the “Current Agreement”) effective as of October 1, 2010.

Agreement and Plan of Merger by and among Arena Holdings, Inc., PTC Inc., Astronauts Merger Sub, Inc., and the Representative named herein December 12, 2020
Agreement and Plan of Merger • December 14th, 2020 • PTC Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2020, is made by and among (i) Arena Holdings, Inc., a Delaware corporation (the “Company”), (ii) PTC Inc., a Massachusetts corporation (“Buyer”), (iii) Astronauts Merger Sub, Inc., a Delaware corporation and wholly‑owned Subsidiary of Buyer (“Merger Sub” and, together with the Company, the “Constituent Corporations”), and (iv) Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative as set forth in this Agreement (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE XI below. “Party” as used herein means, individually, each of the Company, Buyer, Merger Sub and, solely in such capacity, the Representative (and all are collectively referred to herein as the “Parties”).

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.

EXECUTIVE AGREEMENT
Form of Executive Agreement • May 18th, 2004 • Parametric Technology Corp • Services-prepackaged software • Massachusetts

This Agreement is entered into as of the day of , between Parametric Technology Corporation, a Massachusetts corporation (the “Company”), and [Executive], [Address] (the “Executive”).

RECITALS
Confidential Agreement and General • December 29th, 1997 • Parametric Technology Corp • Services-prepackaged software • Massachusetts
Form 8-K Exhibit Notice:
Agreement and Plan of Merger • May 5th, 2015 • PTC Inc. • Services-prepackaged software • Delaware

This Agreement and Plan of Merger (this “Agreement”) dated as of the 4th day of May, 2015 (the “Agreement Date”) is by and among PTC INC., a Massachusetts corporation (“Parent”), CEDAR ACQUISITION LLC, a Delaware limited liability company and newly formed, wholly owned indirect subsidiary of Parent (“Buyer”), COLDLIGHT SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), and Cedar Holder Representative, LLC, a Delaware limited liability company, solely in its capacity as Securityholder Representative.

Form 8-K Exhibit Notice:
Stock Purchase Agreement • December 23rd, 2015 • PTC Inc. • Services-prepackaged software • Massachusetts

Schedule I Seller Owners, Share Ownership, Company Phantom Units, Stock Appreciation Rights, Pro Rata Share, Percentage Ownership of Seller

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