REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 24, 2017 between Bentley Systems, Incorporated, a Delaware corporation (the “Company”), and Siemens Corporation, a Delaware corporation (the “Investor”).
WHEREAS, the Company and an Affiliate of the Investor are parties to a Common Stock Purchase Agreement dated September 23, 2016, as amended by Amendment No. 1 dated October 28, 2016 and from the time to time hereafter (the “Purchase Agreement”), the rights under which were assigned to the Investor and pursuant to which the Investor has acquired and will acquire shares of the Company’s Class B Non-Voting Common Stock, par value $0.01 per share (the “Class B Common Stock”); and
WHEREAS, pursuant to Article XV of the Purchase Agreement, the parties hereto desire to enter into this Agreement in order to grant certain registration rights to the Investor as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties hereto agree as follows:
1.Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
“Affiliate” of a Person means any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” has the meaning set forth in the preamble.
“Blackout Period” has the meaning set forth in Section 2(d).
“Board” means the board of directors (or any successor governing body) of the Company.
“Class B Common Stock” has the meaning set forth in the preamble.
“Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.
“Common Stock” means, collectively, (i) the Company’s Class A Common Stock, par value $0.01 per share, (ii) the Class B Common Stock and (iii) any other series or class of common equity securities of the Company established following the date of this Agreement.
“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.