Form of Secured Promissory Note



 Exhibit 10.15 
 SECURED PROMISSORY NOTE 
  

					
	 $4,000,000.00
	  	 	Dated: January 28, 2011	  

 FOR VALUE RECEIVED, the undersigned, EXA CORPORATION, a Delaware corporation
(“Borrower”), HEREBY PROMISES TO PAY to the order of GOLD HILL CAPITAL 2008, L.P./MASSACHUSETTS CAPITAL RESOURCE COMPANY (the “Lender”) the principal amount of Four Million Dollars ($4,000,000.00) or such lesser amount as
shall equal the outstanding principal balance of the Growth Capital Advances made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the Growth Capital Advances, at the rates and in accordance with the terms of the Loan
and Security Agreement by and among Borrower , Gold Hill Capital 2008, LP., as Agent, the Lenders party thereto, including without limitation Gold Hill Capital 2008, L.P. and Massachusetts Capital Resource Company (as amended, restated, supplemented
or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on the Growth Capital Maturity Date as
set forth in the Loan Agreement. 
 Borrower agrees to pay any initial partial month interest payment from the date of this Note to the first
Payment Date (“Interim Interest”) on the first Payment Date. 
 Principal, interest and all other amounts due with respect to the
Growth Capital Advances, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note. The principal amount of this Note and the interest rate applicable thereto, and all
payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 
 The Loan Agreement, among other things, (a) provides for the making of secured Growth Capital Advances to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events. 
 This Note and the obligation of Borrower to repay the unpaid principal amount of the Growth Capital
Advances, interest on the Growth Capital Advances and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by
Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Massachusetts.

 Note Register; Ownership of Note. The ownership of an interest in this Note shall be registered on a record of ownership maintained by
Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is
identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. 







 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers
thereunto duly authorized on the date hereof. 
  

			
	BORROWER:
	
	EXA CORPORATION
		
	By:	 	/s/ Edmond L. Furlong
	Name:	 	Edmond L. Furlong
	Title:	 	COO/CFO