Amendment No. 1 to Voting Agreement



 Exhibit 4.27 
 AMENDMENT NO. 1 TO VOTING AGREEMENT 
 THIS AMENDMENT NO. 1 TO VOTING
AGREEMENT (the “Amendment”) is made and entered into as of this fifth day of April, 2012, by and among Exa Corporation, a Delaware corporation (the “Company”), Fidelity Ventures Limited (“FVL”),
InfoTech Fund I LLC (“InfoTech”), FMR LLC (“FMR” and together with FVL and InfoTech, the “Fidelity Entities”) and other Stockholders set forth on Schedule A hereto (the
“Stockholders”). 
 RECITALS 
 WHEREAS, the Company and the Stockholders are parties to a Voting Agreement dated as of August 3, 2011 (the “Voting Agreement”)(capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Voting Agreement); and 
 WHEREAS, Company and the Stockholder wish to
(a) confirm that no IPO Termination has occurred as of the date of this Amendment and (b) extend the date by which the Company must enter into a definitive underwriting agreement for the IPO to June 30, 2012. 

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 

1. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Voting Agreement. 

2. Notwithstanding any provision of the Voting Agreement, provided that an Amendment No. 2 to the Company’s pending
registration statement on Form S-1 is filed within 10 business days of the date hereof, the parties agree that no IPO Termination shall be deemed to have occurred as a result of the Company’s failure to file a responsive amendment to the
Registration Statement for a period of 60 days following the receipt of any comment letter from the staff of the Securities and Exchange Commission with respect thereto, which comment letter was dated prior to the date hereof; 

3. Section 1.1(ii) of the Voting Agreement shall be, and is hereby, amended by replacing the date “March 31, 2012”
and substituting therefor the date “June 30, 2012.” 
 4. Except as expressly amended hereby, all of the terms and
provisions of the Voting Agreement are and shall remain in full force and effect without modification. Upon the effectiveness of this Amendment, each reference in the Voting Agreement to “this Agreement,” “hereunder,”
“herein,” or other words of like import shall mean and be a reference to the Voting Agreement as amended hereby. 

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 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Voting Agreement
as of the date first written above. 
  

			
	EXA CORPORATION
		
	By:	 	 /s/ Stephen A. Remondi

	Name:	 	 Stephen A. Remondi

	Title:	 	 Chief Executive Officer





			
	
	FIDELITY VENTURES LIMITED
	
	Fidelity Capital Associates, Inc., its general partner
		
	Signature:	 	 /s/ Paul L. Mucci





			
	Name:	 	 Paul L. Mucci





			
	
	INFOTECH FUND I LLC
	By: Northern Neck Investors LLC, its manager
		
	Signature:	 	 /s/ Steven F. Schiffman





			
	Name:	 	 Steven F. Schiffman





			
	
	FMR LLC
		
	Signature:	 	 /s/ Steven F. Schiffman





			
	Name:	 	 Steven F. Schiffman





			
		
	Address:	 	 82 Devonshire Street
 Boston,
MA 02109

	
	with a copy for notices to:
	
	McDermott Will & Emery LLP
	340 Madison Ave.
	New York, NY 10173
	Attn: David Goldman, Esq.
	Fax: (212) 547-5444
	
	BOSTON CAPITAL VENTURES III, LIMITED PARTNERSHIP


 
			
		
	By:	 	 /s/ Johan von der Glotz










 
			
	BOSTON CAPITAL VENTURES IV, LIMITED PARTNERSHIP
		
	By:	 	 /s/ John J. Shields, III