EXHIBIT 10.10
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MATRIXONE, INC.
AMENDMENT NO. 3
TO
AMENDED AND RESTATED REGISTRATION RIGHTS,
RESTRICTED STOCK AND STOCK OPTION AGREEMENT
THIS AMENDMENT NO. 3 (the "Amendment"), dated as of October 1, 1997 between
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MatrixOne, Inc., formerly called Adra Systems, Inc., a Delaware Corporation (the
"Company"), each of the investors listed on the Schedule of G Investors attached
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hereto (the "G Investors"). and those other parties listed as Stockholders on
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the signature pages attached hereto (the "Stockholders").
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WHEREAS the Company and the Stockholders are parties to a certain Amended
and Restated Registration Rights, Restricted Stock and Stock Option Agreement,
dated as of October 11, 1988, as amended by Amendment No. 1, dated as of June
26, 1991 and as further amended by Amendment No. 2 dated as of August 19, 1991
(the "Agreement").
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WHEREAS pursuant to a stock purchase agreement (the "Class G Purchase
----------------
Agreement") dated the date hereof, the G Investors are purchasing 1,899,138
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shares ( the "Purchased Shares") of the Company's Class G Convertible Preferred
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Stock, $1.00 par value (the "Class G Preferred Stock"); and
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WHEREAS, as a condition to entering into the Class G Purchase Agreement, the
G Investors have requested and the Company desires to grant registration rights
with respect to the Purchased Shares; and
WHEREAS, the Company and the Stockholders desire to amend the Agreement as
hereinafter set forth and each of the G Investors desire to become a party to
the Agreement as amended hereby;
NOW THEREFORE, the parties agree as follows:
1. All capitalized terms used in this Amendment not otherwise defined
herein shall have the meaning given to them in the Agreement. For purposes of
any notice to be sent to any G Investor under the Agreement, notice shall be
deemed given when delivered in accordance with Section 7M of the Class G
Purchase Agreement.
2. By executing a counterpart to this Amendment, each G Investor is added
as a Stockholder under, and agrees to be bound by, the Agreement, as amended
hereby.
3. Amendments to Registration Agreement
------------------------------------
a. Section 1.27 is hereby amended and restated in its entirety as
follows:
"1.27 'Stock' means: (i) the Class A Preferred Stock, the Class
B Preferred Stock, the Class C Preferred Stock, the Class D
Preferred Stock, the Class E Preferred Stock, the Class F
Preferred Stock, the Class G Preferred Stock; (ii) any Common
Stock issued on conversion of any of the Class A Preferred Stock,
Class B Preferred Stock, Class C Preferred Stock, Class D
Preferred Stock, Class E Preferred Stock, Class F Preferred Stock
and Class G Preferred Stock; (iii) Common Stock issued upon
exercise of any of the 1984 Options, the 1985 Options, the 1987
Options, the 1988 Options or the 1988 E Options; (iv) any Common
Stock issued upon exercise of any Warrant issued pursuant to a
certain Note and Warrant Purchase Agreement among the Company and
certain investors dated as of October 16, 1987; (v) any shares of
Merger Common Stock and any equity security of the Company issued
as a dividend or distribution thereon or in exchange therefor or
upon conversion thereof (whether such stock is held by a
Stockholder or its assignees, other than persons acquiring shares
of stock in an underwritten public offering), but not to other
stock of the same class or any other class which is now or
hereafter may be outstanding."
b. Section 1.28 of the Agreement is hereby amended by adding to the
end thereof the following:
"Each of Xxxxxxx Xxxxx Capital Partners V, L.P., Fairfield
Investors II, L.P., Gilde IT Fund, The Xxxxx Xxxxx Foundation and
Xxxxxx Xxxxx, Xx. shall be a Stockholder for all purposes of this
Agreement."
c. Article I of the Agreement is hereby amended by adding the
following Sections:
"Section 1.25.1 'Registrable Securities' means (i) any Class G
----------------------
Preferred Stock issued pursuant to the Class G Purchase Agreement
(ii) any Common Stock issued or issuablc with respect to the
securities referred to in clause (i) above or by way of a stock
dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other
reorganization but not to other stock of the same class or any
other class which is now or hereafter may be outstanding. As to
any particular Registrable Securities, such securities shall
cease to be Registrable Securities when they have been
distributed to the public pursuant to an offering registered
under the Securities Act or sold to the public through a broker,
dealer or market maker in compliance with Rule 144 under the
Securities Act (or any similar rule then in force) or repurchased
by the Company or any Subsidiary. For purposes of this
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Agreement, a Person shall be deemed to be a holder of Registrable
Securities, and the Registrable Securities shall be deemed to be
in existence, whenever such Person has the right to acquire
directly or indirectly such Registrable Securities (upon
conversion or exercise in connection with a transfer of
securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such
acquisition has actually been effected, and such Person shall be
entitled to exercise the rights of a holder of Registrable
Securities hereunder."
"Section 1.16-1 'Qualified Public Offering' means the sale in an
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underwritten public offering of shares of Common Stock (a "Public
------
Offering") either (i) for the period beginning on the date of the
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Purchase Agreement and ending on December 31, 1998 in which the
price paid for each such share by the public shall be at least
equal to 2.67 multiplied by the Initial Conversion Price
(appropriately adjusted to reflect stock splits, stock dividends,
combinations of shares and the like); or (ii) for the period
after December 31, 1998 in which the price paid for each such
share by the public shall be at least equal to 3.0 multiplied by
the Initial Conversion Price (appropriately adjusted to reflect
stock splits, stock dividends, combinations of shares and the
like).
"Section 1.35 'Initial Conversion Price' of the Class G
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Convertible Preferred Stock shall be equal to $5.80 per share.
"Section 1.36 'Class G Preferred Stock' means the Class G
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Convertible Preferred Stock, $1.00 par value, of the Company
issued pursuant to the Class G Purchase Agreement.
"Section 1.37 'Class G Purchase Agreement' means the Class G
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Convertible Preferred Stock Purchase Agreement, dated the date of
Amendment No. 3 of this Agreement, between the Company and
Xxxxxxx Xxxxx Capital Partners V, L.P. (the "Xxxxxxx Xxxxx"),
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American Research & Development I, L.P., Private Equity
Investment Fund, L.P., Fairfield Investors II, L.P., Gilde IT
Fund, The Xxxxx Xxxxx Foundation and Xxxxxx Xxxxx, Xx.
(collectively the "G Investors")."
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d. For the purposes of Section 3.2 of the Agreement, Xxxxxxxx &
Xxxxx shall be acceptable to the Company.
e. Section 3.3 of the Agreement is hereby amended and restated in
its entirety as follows:
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"3.3(a) Required Registrations. Any holder of Stock excluding
----------------------
any holder of Class G Preferred Stock, provided such holder,
together with any other holder exercising rights pursuant to this
Section3.3, holds at least 35% of the then outstanding shares of
Stock (excluding, however, for purposes of calculation of such
percentage, any shares of Common Stock issued upon the exercise
of any 1984 Option, any 1985 Option, any 1987 Option, any 1988
Option, and 1988 E Option or any Class G Preferred Stock), shall
have the right to require the Company to effect any necessary
registration or qualification in connection with any proposed
transfer or disposition of Stock, but, if the Company is
otherwise in registration on Form S-1, or S-2 at the time of
demand, or if it has just completed a registration at the time of
demand, then not prior to ninety days after the effective date of
any such registration. If requested by such holder to register
or qualify any Stock excluding any Class G Preferred Stock, the
Company shall promptly give written notice of such request to all
registered holders of Stock excluding any Class G Preferred
Stock. Any holder of Stock excluding any Class G Preferred Stock
desiring to have any of its Stock included in such registration
or qualification shall, within 20 days after its receipt of such
notice from the Company, notify the Company of the number of
shares of Stock which it desires to have so included and the
manner in which it proposes to dispose of such Stock. The
Company shall, as expeditiously as possible, endeavor in good
faith to effect any registration or qualification to give any
notification, to obtain any governmental approval and to effect
listing with any securities exchange on which the Stock of the
Company is then listed, which may be required to permit each
holder of Stock who has given the Company a timely request or
notice pursuant to this Section 3.3 to dispose of the Stock
referred to in such request or notice in the manner specified
therein. The Company's obligations pursuant to this Section 3.3
to effect registrations under the 1933 Act shall be limited to
two such registrations."
f. Article III of the Agreement is hereby amended by adding the
following Sections:
"3.3(b) Class G Required Registrations.
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a. Requests for Registration. At any time, the holders of the
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Registrable Securities may request registration under the
Securities Act of all or any portion of their Registrable
Securities on Form S-I or any similar long-form registration
("Long-Form Registrations"), as set forth in paragraph (b)
-----------------------
below. All registrations requested pursuant to this Section
3.3(b) are referred to herein as "Demand Registrations."
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Each request for a Demand Registration shall
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specify the approximate number of Registrable Securities
requested to be registered. Within ten days after receipt of
any such request, the Company shall give written notice of
such requested registration to all other holders of
Registrable Securities and shall include in such
registration all Registrable Securities with respect to
which the Company has received written requests for
inclusion therein within 15 days after the receipt of the
Company's notice.
b. Number of Long-Form Registrations. The holders of a
---------------------------------
majority of Registrable Securities, and after a Qualified
Public Offering 20% of the holders of Registrable
Securities, shall be entitled to request (i) four (4) Long-
Form Registrations in which the Company shall pay all
Registration Expenses ("Company-paid Long-Form
----------------------
Registrations"). A registration shall not count as one of
the permitted Long-Form Registrations until it has become
effective, and no Long-Form Registration shall count as one
of the permitted Long-Form Registrations unless the holders
of Registrable Securities are able to register and sell at
least 90% of the Registrable Securities requested to be
included in such registration; provided that in any event
the Company shall pay all Registration Expenses in
connection with any registration initiated as a Company-paid
Long-Form Registration whether or not it has become
effective and whether or not such registration has counted
as one of the permitted Company- paid Long-Form
Registrations.
c. Selection of Underwriters. The holders of a majority of the
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Registrable Securities initially requesting a Long-Form
registration hereunder shall have the right to select the
investment banker(s) and manager(s) to administer the
offering, subject to the Company's approval which shall not
be unreasonably withheld.
(i) Other Registration Rights. Except as provided in this
-------------------------
Agreement, the Company shall not grant to any Persons
the right to request the Company to register any equity
securities of the Company, or any securities
convertible or exchangeable into or exercisable for
such securities, without the prior written consent of
the holders of at least a majority of the Registrable
Securities; provided that the Company may grant rights
to other Persons to (i) participate in Piggyback
Registrations so long as such rights are subordinate to
the rights of the holders of Registrable Securities
with respect to such Piggyback
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Registrations and (ii) request registrations so long as
the holders of Registrable Securities are entitled to
participate in any such registrations with such Persons
pro rata on the basis of the number of shares owned by
each such holder.
d. Priority on Demand Registrations. The Company shall not
--------------------------------
include in any Demand Registration on any securities which
are not Registrable Securities without the prior written
consent of the holders of at least a majority of the
Registrable Securities included in such registration except
as otherwise provided in Section 3.4. If a Demand
Registration is an underwritten offering and the managing
underwriters advise the Company in writing that in their
opinion the number of Registrable Securities and, if
permitted hereunder, other securities requested to be
included in such offering exceeds the number of Registrable
Securities and other securities, if any, which can be sold
therein without adversely affecting the marketability of the
offering, the Company shall include in such registration
prior to the inclusion of any securities which are not
Registrable Securities, the number of Registrable Securities
requested to be included which in the opinion of such
underwriters can be sold without adversely affecting the
marketability of the offering, pro rata among the respective
holders thereof on the basis of the amount of Registrable
Securities owned by each such holder. Any Persons other
than holders of Registrable Securities who participate in
Demand Registrations which are not at the Company's expense
must pay their share of the Registration Expenses as
provided in Section 3.38 hereof.
e. Restrictions On Long-Form Registrations. The Company shall
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not be obligated to effect any Long-Form Registration within
180 days after the effective date of a previous Long-Form
Registration or a previous registration in which the holders
of Registrable Securities were given piggyback rights
pursuant to Section 3.4 and in which there was no reduction
in the number of Registrable Securities requested to be
included. The Company may postpone for up to 180 days the
filing or the effectiveness of a registration statement for
a Demand Registration if the Company and the holders of at
least a majority of the Registrable Securities agree that
such Demand Registration would reasonably be expected to
have a material adverse effect on any proposal or plan by
the Company or any of its Subsidiaries to engage in any
acquisition of assets (other than in the ordinary course of
business) or any merger, consolidation, tender offer,
reorganization or similar transaction;
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provided that in such event, the holders of Registrable
Securities initially requesting such Demand Registration
shall be entitled to withdraw such request and, if such
request is withdrawn, such Demand Registration shall not
count as one of the permitted Demand Registrations hereunder
and the Company shall pay all Registration Expenses in
connection with such registration.
"3.5 Registration on Forms S-2 and S-3. Following the first
---------------------------------
offering of Class A Common Stock by the Company pursuant to a
registration under the 1933 Act, the Company shall use its best
efforts to meet, as soon as possible, the eligibility
requirements for a secondary distribution of its Class A Common
Stock under the 1933 Act on Form S-2 or Form S-3 (or any similar
form promulgated by the Commission). To that end, the Company
shall register (whether or not required by law to do so) its
Class A Common Stock under the 1934 Act no later than 30 days
prior to the end of the Company's fiscal year following the
effective date of the first registration of any securities of the
Company under the 0000 Xxx. If the effective date of the public
offering is less than 30 days prior to the end of the Company's
fiscal year, the registration under the 1934 Act shall occur
prior to the end of such fiscal year. After the Company is
eligible for the registration of its Class A Common Stock under
the 1933 Act on Form S-2 or Form S-3 (or similar form), the
Company will, upon written request of (i) any holder or holders
of shares of Stock, excluding any holder of Class G Preferred
Stock, having an aggregate market value of not less than
$1,000,000 and constituting greater than 4% of the outstanding
shares of Stock (excluding, however, for purposes of calculation
of such percentage, any shares of Common Stock issued upon the
exercise of any 1984 Options, 1985 Options, 1987 Options, 1988
Options, 1988 E Options or Class G Preferred Stock) of the
Company to register or qualify such Stock pursuant to this
Section 3.5 or (ii) the holders of a majority of Registrable
Securities (and after a Qualified Public Offering 10% of the
holders of Registrable Securities), promptly give written notice
of such request to all registered holders of Stock, any holder of
Stock desiring to have any of its Stock included in such
registration or qualification shall, within 20 days after its
receipt of such notice from the Company, notify the Company of
the number of shares of Stock which it desires to have so
included and the manner in which it proposes to dispose of such
Stock. The Company shall, as expeditiously as possible, endeavor
in good faith to effect a registration under the 193.3 Act on
Form S-2 or Form S-3 (or similar form) of all Stock referred to
in a request or notice timely given to the Company pursuant to
this Section 3.5, and to effect any registration or qualification
of such Stock under any state law, and any listing of such Stock
with any securities exchange on which the Class A Common Stock
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of the Company is then listed, which may be required to permit
the sale or disposition of such Stock in the manner specified in
such request or notices. The Company shall not be required to
cause a registration statement to become effective pursuant to
Section 3.5 prior to 90 days following the effective date of the
most recent registration by the Company under the 1933 Act, or
more than twice during any year.
"3.6(b) Registration Expenses.
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a. All expenses incident to the Company's performance
of or compliance with Article III of this
Agreement, including without limitation all
registration and filing fees, fees and expenses of
compliance with securities or blue sky laws,
printing expenses, messenger and delivery
expenses, fees and disbursements of custodians,
and fees and disbursements of counsel for the
Company and all independent certified public
accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the
Company (all such expenses being herein called
"Registration Expenses"), shall be borne as
---------------------
provided in Article III of this Agreement, except
that the Company shall, in any event, pay its
internal expenses (including, without limitation,
all salaries and expenses of its officers and
employees performing legal or accounting duties),
the expense of any annual audit or quarterly
review, the expense of any liability insurance and
the expenses and fees for listing the securities
to be registered on each securities exchange on
which similar securities issued by the Company are
then listed or on the NASD automated quotation
system.
b. In connection with each Demand Registration and
each Piggyback Registration, the Company shall
reimburse the holders of Registrable Securities
included in such registration for the reasonable
fees and disbursements of one counsel chosen by
the holders of a majority of the Registrable
Securities included in such registration for the
purpose of rendering a legal opinion on behalf of
such holder in connection with any underwritten
Demand Registration or Piggyback Registration.
c. To the extent Registration Expenses are not
required to be paid by the Company, each holder of
securities included in
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any registration hereunder shall pay those
Registration Expenses allocable to the
registration of such holder's securities so
included, and any Registration Expenses not so
allocable shall be borne by all sellers of
securities included in such registration in
proportion to the aggregate selling price of the
securities to be so registered.
"3.7(b) Holdback Agreements.
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a. Each holder of Registrable Securities and each
holder of Stock shall not effect any public sale
or distribution (including sales pursuant to Rule
144) of equity securities of the Company, or any
securities convertible into or exchangeable or
exercisable for such securities, during the seven
days prior to and the 90-day (or, 180-day period
in the case of the Company's Initial Public
Offering) beginning on the effective date of any
underwritten Demand Registration or any
underwritten Piggyback Registration which
Registrable Securities are included (except as
part of such underwritten registration), unless
the underwriters managing the registered public
offering and Xxxxxxx Xxxxx otherwise agree.
b. The Company (i) shall not effect any public sale
or distribution of its equity securities, or any
securities convertible into or exchangeable or
exercisable for such securities, during the seven
days prior to and during the 90-day period (or,
180-day period in the case of the Company's
Initial Public Offering) beginning on the
effective date of any underwritten Demand
Registration or any underwritten Piggyback
Registration (except as part of such underwritten
registration or pursuant to registrations on Form
S-8 or any successor form), unless the
underwriters managing the registered public
offering and Xxxxxxx Xxxxx otherwise agree, and
(ii) shall use its best efforts to cause each
holder of at least 10% (on a fully-diluted basis)
of its Common Stock, or any securities convertible
into or exchangeable or exercisable for Common
Stock, purchased from the Company at any time
after the date of this Agreement (other than in a
registered public offering) to agree not to effect
any public sale or distribution (including sales
pursuant to Rule 144) of any such securities
during such period (except as part of such
underwritten registration, if
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otherwise permitted), unless the underwriters
managing the registered public offering otherwise
agree.
g. Article IV of the Agreement is hereby deleted.
4. Severability. Whenever possible, each provision of this Amendment
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment is held to be prohibited
or invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Amendment.
5. Counterparts. This Amendment may b e executed simultaneously in two
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or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together shall constitute one
and the same Amendment.
6. Governing Law. All issues and questions concerning the construction,
-------------
validity, interpretation and enforcement of this Amendment and the exhibits and
schedules hereto shall be governed by, and in accordance with, the laws of the
State of Delaware, without giving effect to any choice of law or conflict of law
rules or provisions (whether of the State of Delaware or any other
jurisdiction)that would cause the application of the laws of any other
jurisdiction other than the State of Delaware.
7. Effectiveness. Pursuant to Section 5.2 of the Agreement, this
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Amendment shall become effective upon execution by the Company, the G Investors
and by Stockholders holding a majority of the aggregate outstanding shares of
Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, Class
D Preferred Stock, Class E Preferred Stock, Class F Preferred Stock and the
Merger Common Stock voting together as a single class. The Agreement, as
amended hereby, is in all respects ratified and confirmed, and all of the rights
and powers created thereby and thereunder, as amended hereby and hereunder,
shall be and remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 to
the Agreement on the date first written above.
MATRIXONE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
Its: Senior Vice President
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
AMERICAN RESEACH &
DEVELOPMENT I, L.P.
By: /s/ Authorized Signatory
------------------------------
General Partner
PRIVATE EQUITY INVESTMENT
FUND, L.P.
Private Equity Investors, Inc.
By: /s/ Authorized Signatory
------------------------------
Title:_____________________________
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 to
the Agreement on the date first written above.
MATRIXONE, INC.
By: /s/ Xxxx X. X'Xxxxxxx
------------------------------
Xxxx X. X'Xxxxxxx
Its: Chief Executive Officer
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
AMERICAN RESEACH &
DEVELOPMENT I, L.P.
By: ARD master, L.P.
By: ARD Partners USA, L.P.
By: /s/ authorized signature
------------------------------
General Partner
PRIVATE EQUITY INVESTMENT
FUND, L.P.
By: Private Equity Investors, Inc.
Title: /s/ authorized signature
---------------------------
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 to
the Agreement on the date first written above.
MATRIXONE, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx
Its: Chairman
By: /s/ Xxxx X. X'Xxxxxxx
------------------------
Xxxx X. X'Xxxxxxx
Its: Chief Executive Officer
STOCKHOLDERS:
------------
XXXXXXX XXXXX CAPITAL PARTNERS
V, L.P.
By: Xxxxxxx Xxxxx Capital Management
Company, L.L.C., its General Partner
By: /s/ Xxxxx Xxxxxxxx
------------------------
Xxxxx Xxxxxxxx
Its: Managing Director
XXXXXX, XXXXXXX FUND, L.P.
By: Its General Partner,
Xxxxxx, Holland Partners
By: /s/ authorized signature
------------------------
Managing General Partner
-00-
XXX XXXXX XXXXXXXX
XXX XXXXX PARTNERS L.P., By
One Rock Associates
Managing Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxx
For the Managing Partner
DIGITAL EQUIPMENT CORPORATION
By: /s/ authorized signature
------------------------
Its: ________________________
/s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxx Xxxxx
-----------------------------
Xxxxx Xxxxx
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FAIRFIELD INVESTORS II, L.P.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: ____________________________
GILDE IT FUND
By: /s/ authorized signature
------------------------------
Title: ____________________________
THE XXXXX XXXXX
FOUNDATION
By: /s/ Xxxxx Xxxxx
------------------------------
Xxxxx Xxxxx
By: /s/ Xxxxxx Xxxxx, Xx.
------------------------------
Xxxxxx Xxxxx, Xx.
XXXXXXX XXXXX CAPITAL
PARTNERS V, L.P.
By: Xxxxxxx Xxxxx Capital Management
Company, L.L.C., its General Partner
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Xxxxx Xxxxxxxx
Its: Managing Director
XXXXXX CIP, L.P.
By: /s/ authorized signature
-----------------------------
ARROW PARTNERS, C.V.
By: /s/ authorized signature
------------------------------
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FAIRFIELD INVESTORS II, L.P.
By: /s/ authorized signature
------------------------
Title: ______________________
GILDE IT FUND
By: /s/ authorized signature
------------------------
Title: ______________________
THE XXXXX XXXXX
FOUNDATION
By: /s/ Xxxxx Xxxxx
------------------------
Xxxxx Xxxxx
By: /s/ authorized signature
------------------------
Fleet National Bank as Trustee for
Xxxxx, Xxxxxxx & Xxxxxxxxx Deferred
Earnings Trust F.B.O. Xxxxxx X.
Xxxxx
XXXXXXX XXXXX CAPITAL
PARTNERS V, L.P.
By: Xxxxxxx Xxxxx Capital Management
Company, L.L.C., its General Partner
By: /s/ Xxxxx Xxxxxxxx
------------------------
Xxxxx Xxxxxxxx
Its: Managing Director
XXXXXX CIP, L.P.
By: /s/ authorized signature
------------------------
ARROW PARTNERS, C.V.
By: /s/ authorized signature
------------------------
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STOCKHOLDERS:
X.X. XXXXXX CAPITAL CORPORATION
By: /s/ authorized signature
------------------------
By: /s/ authorized signature
------------------------
Title: Managing Director
PRIVATE EQUITY INVESTMENT
FUND, L.P.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
LOMBARD ASSOCIATES
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
EVERGREEN I LIMITED PARTNERSHIP
By: Its General Partner, Back Bay
Partners L.P.
By: One of its General Partners, Xxxx
Xxxxxxx Venture Capital
Management, Inc.
By: /s/ authorized signature
------------------------
Title:
XXXXXXX FAMILY GROWTH
PORTFOLIO
By: /s/ authorized signature
------------------------
Title
BERKSHIRE PARTNERS II, L.P.
By: /s/ authorized signature
------------------------
Title:
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THE XXXXXX XXXXX FUND
By: /s/ authorized signature
------------------------
Title:
AMERICAN RESEARCH &
DEVELOPMENT I, L.P.
By: /s/ authorized signature
------------------------
Title:
VENTURE FOUNDERS 1983 LIMITED
PARTNERSHIP
By: Its General Partner, Venture
Management Limited Partnership
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Title: General Partner
VENTURE FOUNDERS CAPITAL
LIMITED PARTNERSHIP
By: Its General Partner, Venture
Founders Partners Limited
Partnership
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Title: General Partner
OXFORD VENTURE FUND II LIMITED
PARTNERSHIP
By: Its General Partner, Oxford
Partners II
By: /s/ authorized signature
------------------------
Title:
-00-
XXXXXX XXXXXXX FUND III, LIMITED
PARTNERSHIP
By: Its General Partner, Oxford Partners
III, Limited Partnership
By: /s/ authorized signature
-------------------------------
Title:
XXXXXX CIP, L.P.
By: /s/ authorized signature
-------------------------------
Title:
ARROW PARTNERS C. V.
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Xxxx X. Xxxxxx
Under P/O/A dated 5/20/97
ROTHSCHILD INC., as Agent
By: /s/ authorized signature
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Title: Secretary
DVS PARTNERS III L.P.
By: /s/ authorized signature
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Title: General Partner
DSV PARNTERS IV L.P.
By: /s/ authorized signature
-------------------------------
Title: DSV Management
General Partner
/s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx
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/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/ Xxxxxx Xxxxxxx, Jr.
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Xxxxxx Xxxxxxx, Jr.
MERGER STOCKHOLDERS:
A.T. COMMERCIAL CORPORATION
By: /s/ authorized signature
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A.T. VENTURE INVESTMENTS, a
division of Ameriturst Corporation
By: /s/ authorized signature
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By: /s/ authorized signature
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Title:
ACCEL CAPITAL L.P.
By: /s/ authorized signature
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By: /s/ authorized signature
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Title:
ACCEL CAPITAL (INTERNATIONAL)
L.P.
By: /s/ authorized signature
------------------------------
By: /s/ authorized signature
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Title:
/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx
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XXXXXX, XXXXXXX FUND, L.P.
By: Its General Partner
Xxxxxx, Holland Partners
By: /s/ authorized signature
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Managing General Partner
NEW COURT PARTNERS.
By: its Managing Partner,
One Rock Associates
By: /s/ authorized signature
------------------------------
Title:
OXFORD VENTURE FUND III
LIMITED
PARTNERSHIP
By: its General Partner, Oxford
Partners III, Limited Partnership
By: /s/ authorized signature
------------------------------
General Partner
OXFORD VENTURE FUND II
LIMITED
PARTNERSHIP
By: its General Partner, Oxford
Partners II
By: /s/ authorized signature
------------------------------
Partner
DSV PARTNERS IV L.P.
By: /s/ authorized signature
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