EXA CORPORATION 55 Network Drive Burlington, MA 01803
Exhibit 4.26
EXA CORPORATION
55 Network Drive
Burlington, MA 01803
April 5, 2012
FMR LLC
Fidelity Ventures Limited
InfoTech Fund I LLC
82 Devonshire Street
Boston, MA 02109
Boston Capital Ventures, III, Limited Partnership
Boston Capital Partners, IV, Limited Partnership
84 State Street
Boston, MA 02109
Attention: Paul L. Mucci and Jack Shields
Re: Amendment No. 1 to Agreement for Participation in Initial Public Offering
Gentlemen:
Reference is made to that certain Agreement for Participation in Initial Public Offering, dated as of August 3, 2011 (the Agreement) by and between Exa Corporation (Exa), FMR LLC, Fidelity Ventures Limited (FVL), InfoTech Fund I LLC, as successor to Fidelity Investors Limited Partnership (FILP and collectively with FMR LLC and FVL, the FMR Entities) and Boston Capital Ventures, III, Limited Partnership and Boston Capital Partners, IV, Limited Partnership (collectively the BCV Entities).
At the request of Exa and Stifel and to facilitate the IPO, the FMR Entities and the BCV Entities, along with certain other shareholders of Exa, have agreed to extend the termination date of the Amendment, Consent and Waiver and the Lock-up Agreements described in the Agreement to June 30, 2012.
In consideration of the foregoing, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned agree as follows:
1. Section 8 of the Agreement shall be deleted in its entirety and replaced with the following:
This Agreement shall expire and become null and void in the event that an underwriting agreement with respect to Exas initial public offering shall not have been executed by June 30, 2012.
2. Except as expressly amended by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect without modification. Upon the effectiveness of this Amendment, each reference in the Agreement to this Agreement, hereunder, herein, or other words of like import shall mean and be a reference to the Agreement as amended hereby.
To confirm that this letter sets forth our agreement, kindly execute a copy of this letter where indicated below and return it to me.
*** Remainder of Page Intentionally Left Blank ***
We appreciate the continued support of the FMR Entities and the BCV Entities for Exa and the IPO process.
Sincerely, |
EXA CORPORATION |
/s/ Stephen A. Remondi
Stephen Remondi |
Chief Executive Officer |
cc: | John D. Patterson, Jr., Esq. | |
Robert W. Sweet, Jr., Esq. | ||
David Goldman, Esq. | ||
Joel Rubinstein, Esq. | ||
Meir Lewittes, Esq. |
FMR LLC | ||
By | /s/ Steven F. Schiffman | |
FIDELITY VENTURES LIMITED | ||
By: | Fidelity Capital Associates, Inc. Its Managing General Partner | |
By | /s/ Paul L. Mucci |
INFOTECH FUND I LLC | ||
By: | Northern Neck Investors LLC | |
Its Manager | ||
By | /s/ Paul L. Mucci | |
BOSTON CAPITAL VENTURES III, LIMITED PARTNERSHIP | ||
By: | /s/ Johan von der Glotz | |
BOSTON CAPITAL VENTURES IV, LIMITED PARTNERSHIP | ||
By: | /s/ John J. Shields, III |