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Exhibit 10.14
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, made as of this 9th day of April, 1997, by
and among XX. XXXXXX X. XXXXX and DR. META XXXXX (individually each a "Holder"
and collectively the "Holders") and ANSOFT CORPORATION, a Delaware corporation
(the "Company").
WITNESSETH:
WHEREAS, Holders are the record and beneficial holders of
1,272,728 shares (the "Shares") of the Company's Common Stock, par value $.01
per share (the "Common Stock");
WHEREAS, the Holders and the Company are parties to a Stock
Purchase Agreement dated as of April 9, 1997 (the "Purchase Agreement")
pursuant to which the Holders acquired the Shares;
WHEREAS, the execution and delivery of this Agreement is a
condition of the Purchase Agreement; and
WHEREAS, Holders desire to have the Shares subject to the
rights described herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
(a) The term "Act" means the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same are in effect
from time to time;
(b) The term "Commission" means the Securities and Exchange
Commission or any other federal agency at the time primarily
responsible for administering the Act;
(c) The term "Registrable Securities" means (1) the Shares and
(2) any capital stock of the Company issued as a dividend or
other distribution with respect to, or in exchange for or in
replacement of, the Shares, in each case, which are held by a
Holder.
2. Demand Registration.
(a) At any time after the first anniversary of the date hereof, a
majority-in-interest of the Holders may request registration
under the Securities Act of all or any portion of their
Registrable Securities on Form S-1 or any similar long-form
registration (a "Demand Registration"). Within ten days after
receipt of any such request, the Company shall give written
notice of such requested registration to all other
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Holders 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) Holders shall be entitled to two Demand Registrations in the
aggregate pursuant to this Agreement.
(c) Holders shall promptly notify the Company in writing of any
sales made pursuant to any registration statement filed
pursuant to this Agreement.
3. Piggyback Registration.
(a) Whenever the Company proposes to register any of its
securities under the Securities Act (other than pursuant to a
Demand Registration) and the registration form to be used may
be used for the registration of Registrable Securities, other
than pursuant to a registration statement on Forms S-4 or S-8
or their successor forms (a "Piggyback Registration"), the
Company shall give prompt written notice (in any event within
three business days after its receipt of notice of any
exercise of demand registration rights other than under this
Agreement) to all Holders of its intention to effect such a
registration and shall include in such registration all
Registrable Securities with respect to which the Company has
received written requests for inclusion therein before 30
days prior to the Company's anticipated effective date of
such Piggyback Registration. The Company hereby represents
and warrants to the Holders that, as of the date hereof, no
stockholder of the Company has any outstanding Piggyback
Registration Rights.
(b) In the event that any registration pursuant to this Section 3
shall be, in whole or in part, a firm commitment underwritten
offering of securities of the Company, the registration
statement for such offering shall, if so elected by the
Company, specify that such Registrable Securities are to be
included in the underwriting on the same terms and conditions
as the shares of Common Stock, if any, otherwise being sold
through underwriters under such registration.
(c) The Holders of Registrable Securities shall be permitted to
withdraw all or any part of the Registrable Securities of
such Holders from any Piggyback Registration at any time
prior to the effective date of such Piggyback Registration
unless such Holders of Registrable Securities shall have
entered into a written agreement with the Company's
underwriters establishing the terms and conditions under
which such Holders would be obligated to sell such securities
in such Piggyback Registration.
4. Registration Procedures. Whenever required under Sections 2 or 3 to
use its best efforts to effect the registration of any Registrable
Securities, the Company shall:
(a) Prepare and file with the Commission, as soon as practicable,
a registration statement with respect to such Registrable
Securities and use its best efforts to
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cause such registration statement to become and remain
effective. In connection therewith, the Company shall notify
Holders of the happening of any event during the period a
registration statement is effective which makes any statement
made in such registration statement or the related prospectus
untrue in any material respect or which requires the making
of any changes in such registration statement or prospectus
so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading (which advice shall be accompanied by
an instruction to suspend the use of the prospectus until the
requisite changes have been made) and consistent with
Company's past practices, prepare a supplement or
post-effective amendment to a registration statement or the
related prospectus or any document incorporated therein by
reference or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable
Securities, such prospectus will not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading; provided, that the Company
shall not be required to update, pursuant to this Section 4,
any such document during a period where the Company shall, in
good faith and using reasonable business judgment, believe
that the premature disclosure of any event or information
would have a material effect on the Company;
Each Holder agrees that, upon receipt of any such notice from
the Company of the happening of any event of the kind
described herein, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to such
registration statement until such Holder's receipt of the
copies of the supplemented or amended prospectus, and, if so
directed by the Company, such Holder will deliver to the
Company (at its expense) all copies in its possession, other
than permanent file copies then in such Holder's possession,
of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.
(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus
used in connection with such registration statement as may be
necessary to comply with the provisions of the Act with
respect to the disposition of all securities covered by such
registration statement;
(c) Furnish to Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may
reasonably request in order to facilitate the disposition of
the Registrable Securities owned by them;
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other
securities or Blue Sky laws of such United States
jurisdictions as shall be reasonably requested by Holders for
the distribution of the securities covered by the
registration statement, provided that
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the Company shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or
jurisdictions;
(e) Notwithstanding anything to the contrary in this Agreement,
if for any reason (other than the fault of a Holder demanding
registration), a Demand Registration is withdrawn or fails to
become effective or is not applicable to all the Registrable
Shares specified by the Holder, or the effectiveness is not
maintained for at least 60 days or the Company otherwise
fails to perform all its obligations under this Section 4
with respect to that registration, such Demand Registration
shall not reduce the number of Demand Registrations available
to that demanding Holder;
(f) enter into underwriting agreements and all such other
customary agreements in order to facilitate the disposition
of the Registrable Securities;
(g) make available for inspection on a confidential basis by any
Holder, any underwriter participating in any disposition
pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by any such Holder or
underwriter (in each case after reasonable prior notice), all
financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to
supply on a confidential basis all information reasonably
requested by any such Holder, underwriter, attorney,
accountant or agent in connection with such Registration
Statement;
(h) permit any Holder of Registrable Securities which holder, in
its sole and exclusive judgment, might be deemed to be an
underwriter or a controlling person of the Company within the
meaning of Section 15 of the Securities Act, to participate
in the preparation of such registration or comparable
statement and to permit the insertion therein of material,
furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel should be included,
provided that such material shall be furnished under such
circumstances as shall cause it to be subject to the
indemnification provisions provided pursuant to Section 10
hereof;
(i) in the event of the issuance of any stop order suspending the
effectiveness of a Registration Statement, or of any order
suspending or preventing the use of any related Prospectus or
suspending the qualification of any Registrable Securities
included in such Registration Statement for sale in any
jurisdiction, the Company will use its best efforts promptly
to obtain the withdrawal of such order;
(j) if requested by the managing underwriter or underwriters or
any holder of Registrable Securities in connection with any
sale pursuant to a Registration Statement, promptly
incorporate in a Prospectus supplement or post-effective
amendment such information relating to such underwriting as
the managing underwriter or underwriters or such holder
reasonably requests to be included
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therein, and make all required filings of such Prospectus
supplement or post-effective amendment as soon as practicable
after being notified of the matters incorporated in such
Prospectus supplement or post-effective amendment;
(k) cooperate with the Holders of Registrable Securities and the
managing underwriter or underwriters, if any, to facilitate
the timely preparation and delivery of certificates (not
bearing any restrictive legends) representing Registrable
Securities to be sold under such registration, and enable
such Registrable Securities to be in such denominations and
registered in such names as the managing underwriter or
underwriters, if any, or such holders may request, provided
that the Company may exclude such material if, in the
reasonable judgment of the Company and its counsel, the
inclusion of such material would constitute a violation of
the Company's duties under the Act;
(l) use its best efforts to cause the Registrable Securities to
be registered with or approved by such other governmental
agencies or authorities within the United States and having
jurisdiction over the Company as may reasonably be necessary
to enable the seller to sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such
Registrable Securities;
(m) use its best efforts to obtain:
(i) at the time of effectiveness of each registration with
respect to an underwritten offering, a "comfort
letter" from the Company's independent certified
public accountants covering such matters of the type
customarily covered by "cold comfort letters" as the
Holders of a majority of the Registrable Securities
covered by such registration and the underwriters
reasonable request; and
(ii) at the time of an underwritten sale pursuant to a
Registration Statement, a "bring-down comfort letter",
dated as of the date of such sale, from the Company's
independent certified public accountants covering such
matters of the type customarily covered by comfort
letters as the Holders of a majority of the
Registrable Securities covered by such Registration
Statement and the underwriters reasonably request.
(n) use its best efforts to obtain, at the time of the
effectiveness of each Piggyback Registration with respect to
an underwritten offering and at the time of any sale pursuant
to each registration with respect to an underwritten
offering, an opinion or opinions, favorable in form and scope
to the Holders of the Registrable Securities covered by such
registration, from counsel to the Company in customary form;
and
(o) otherwise comply with all applicable rules and regulations of
the Commission, and make generally available to its security
holders (as contemplated by Section 11(a) under the
Securities Act) an earnings statement satisfying the
provisions of
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Rule 158 under the Securities Act no later than ninety (90)
days after the end of the twelve month period beginning with
the first month of the Company's first fiscal quarter
commencing after the effective date of the Registration
Statement, which statement shall cover said twelve month
period.
5. Obligation to Furnish Information. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this
Agreement that each Holder shall furnish to the Company such
information regarding such Holder, or the Registrable Securities held
by them, and the intended method of disposition of such securities, as
the Company shall reasonably request and as shall be required in
connection with the action to be taken by the Company hereunder.
6. Expenses of Registration. (a) All expenses incurred in connection with
a registration effected pursuant to Section 2 (excluding underwriters'
fees, discounts and commissions and counsel fees (except as set forth
in Section 6(b)), advisory or consultant fees of any selling Holder),
including without limitation all registration and qualification fees,
printers' and accounting fees, and fees and disbursements of counsel
for the Company, shall be borne by the Company. Any expenses of a
registered offering under Section 2 not required to be borne by the
Company shall be borne pro rata by the selling Holders.
(b) The Company agrees to reimburse Holders, pro rata, for
reasonable counsel fees documented to the Company and
incurred directly by such Holders in connection with such
Holders selling their Registrable Securities pursuant to a
registration statement under Section 2 and Section 3, in an
aggregate amount not to exceed a total of $15,000 for each
registration.
7. Company Registration Expenses. In the case of any registration
effected pursuant to Section 3, the Company shall bear any additional
registration and qualification fees and expenses (excluding additional
underwriters' fees, discounts and commissions), and any additional
costs and disbursements of counsel for the Company that result from
the inclusion of securities held by the Holders in such registration.
Any such additional expenses of the registration not required to be
borne by the Company shall be borne by the selling Holders and all
other stockholders participating in the registration, pro rata on the
basis of the amount of securities so registered; provided, however,
that if any such additional cost or expense is attributable solely to
a selling Holder and does not constitute a normal cost or expense of
such a registration, such cost or expense shall be allocated to such
Holder. In addition, each Holder shall bear the fees and costs of its
own counsel (except as set forth in Section 6(b) hereof), advisors and
consultants.
8. Underwriting Requirements.
(a) If a Piggyback Registration is an underwritten registration
on behalf of the Company, and the managing underwriters
advise the Company in writing that in their opinion the
number of securities requested to be included in such
registration exceeds the number which can be sold in an
orderly manner in such offering within a price range
acceptable to the Company, the Company shall include in
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such registration (i) first, the securities the Company
proposes to sell, (ii) second, the Registrable Securities
requested to be included in such registration, pro rata among
the holders of such Registrable Securities on the basis of
the number of shares owned by such holder and (iii) third,
other securities requested to be included in such
registration.
(b) If a Piggyback Registration is an underwritten registration
on behalf of holders of the Company's securities other than
the Holders, and the managing underwriters advise the Company
in writing that in their opinion the number of securities
requested to be included in such registration exceeds the
number which can be sold in an orderly manner in such
offering within a price range acceptable to the holders
initially requesting such registration, the Company shall
include in such registration (i) first, the securities
requested to be included therein by the holders requesting
such registration and the Holders' Registrable Securities
requested to be included in such registration, pro rata among
the Holders and holders of such securities on the basis of
the number of shares so requested to be included therein
owned by each such holder or Holder, and (ii) second, other
securities requested to be included in such registration.
9. Delay of Registration. Holders shall not have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the
result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
10. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:
(a) To the extent permitted by law, the Company will defend,
indemnify and hold harmless each Holder joining in a
registration, any underwriter (as defined in the Act) for it,
and each person, if any, who controls such underwriter within
the meaning of the Act, against any losses, claims, damages,
or liabilities, joint or several, to which they may become
subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect
thereof) arise out of or are based on any untrue or alleged
untrue statement of any material fact contained in such
registration statement, including any preliminary prospectus
or final prospectus, or any amendments or supplements
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading, or arise out of any violation by the Company
of any rule or regulation promulgated under the Act
applicable to the Company and relating to action or inaction
required of the Company in connection with any registration;
and will reimburse such Holder, such underwriter, or
controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in
this Section 10(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability,
expenses or
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action if such settlement is effected without the consent of
the Company nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, expenses, or
action to the extent that it arises out of or is based upon
an untrue statement or alleged untrue statement or omission
or alleged omission made in connection with such registration
statement, preliminary prospectus, final prospectus, or
amendments or supplements thereto, in reliance upon and in
conformity with written information furnished expressly for
use in connection with such registration by any such Holder,
underwriter or controlling person.
(b) To the extent permitted by law, each Holder will defend,
indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the
registration statement, each person, if any, who controls the
Company within the meaning of the Act, and each agent and any
underwriter for the Company (within the meaning of the Act)
against any losses, claims, damages, or liabilities, joint or
several, to which the Company and/or any such director,
officer, controlling person, agent, or underwriter may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in
such registration statement, including any preliminary
prospectus or final prospectus, or any amendments or
supplements thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was
made in such registration statement, preliminary or final
prospectus, or amendments or supplements thereto, in reliance
upon and in conformity with written information furnished by
such Holder expressly for use in connection with such
registration; and Holder will reimburse any legal or other
expenses reasonably incurred by the Company and/or any such
director, officer, controlling person, agent, or underwriter
in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
the indemnity agreement contained in this Section 10(b) shall
not apply to amounts paid in settlement of any such loss,
claim, damage, liability, expense or action if such
settlement is effected without the consent of such Holder.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to
be made against any indemnifying party under this Section,
notify the indemnifying party in writing of the commencement
thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties. The failure to notify an
indemnifying party promptly of the commencement of any such
action, if prejudicial to his ability to defend such action,
shall relieve such indemnifying party of any liability to the
indemnified party under this Section, but
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the omission so to notify the indemnifying party will not
relieve him of any liability that he may have to any
indemnified party otherwise than under this Section.
11. Lockup Agreement. In consideration for the Company agreeing to its
obligations under this Agreement, each Holder agrees in connection
with any registration of the Company's securities, upon the request of
the Company or the underwriters managing any underwritten offering of
the Company's securities, not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any
Registrable Securities (other than, subject to the requirements of
Sections 12 and 14, (a) those included in the registration and (b)
sale transactions not involving a public offering, provided that the
transferee of such Holder as a condition thereto and in connection
therewith, agrees to be bound by and joins into this Section 11),
without the prior written consent of the Company or such underwriters,
as the case may be, for such period of time not to exceed 120 days
from the effective date of such registration as the Company or the
underwriters may specify; provided, however, that the Holders may
assign securities of the Company in a bona fide pledge to secure
indebtedness or other obligations, so long as the pledgee thereof
agrees to be bound by the restrictions in this Section 11. The Company
hereby agrees to give the Holders written notice of the filing of a
registration statement for a proposed underwritten offering to which
the restrictions in this Section 11 could apply if so requested.
12. Limitations on Transfer. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their successors
and assigns. The registration rights granted to the Holders in Section
2 and Section 3 hereof may be assigned or transferred in whole or in
part by any of the Holders to any transferee of Holder's Registrable
Securities who agrees to be bound by and joins in this Agreement.
13. Information. The Company covenants and agrees to make and keep public
information available, as required by Rule 144(c) under the Act, at
all times from the first anniversary of the date hereof to the second
anniversary of the date hereof, and for so long thereafter as either
of the Holders may be an affiliate of the Company.
14. Restrictions on Resale. Except as provided in Section 12, the Holders
each agree not to offer, sell, pledge, transfer or otherwise dispose
of any Registrable Securities from the date hereof to the date one
year following the date hereof, without the written consent of the
Company. Appropriate legends shall be placed on the certificates
representing the Registrable Securities to reflect any applicable
limitations on transfer or sale.
15. Termination. Unless sooner terminated pursuant to the terms of this
Agreement, the obligations of the Company pursuant to Sections 2 and 3
hereof shall expire upon the earlier of: (i) the sale or other
disposition of the Registrable Securities by the Holders, other than
by a transfer permitted by Section 12 hereof, or (ii) as to any
Holder, the date when such Holder's Registrable Securities then
outstanding may be resold during the succeeding three-month period
without such Holder being required to deliver a
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prospectus with respect thereto under the Act or the rules and
regulations promulgated thereunder. In addition to the foregoing, the
obligations of the Company pursuant to this Agreement shall terminate
as to any Holder which notifies the Company in writing that it does
not wish to have its Shares registered hereunder.
16. Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements and
negotiations relating thereto.
17. Governing Law. This Agreement, together with the rights and
obligations of the parties hereunder shall be governed by and
construed and enforced in accordance with the laws of the State of
Delaware without regard to any jurisdiction's conflicts of laws
provisions.
18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
19. Titles and Subtitles. The titles and subtitles used in this Agreement
are for convenience only and are not to be considered in construing or
interpreting this Agreement.
20. Notices. Any notice, request or other communication required or
permitted under this Agreement shall be given in writing and shall be
deemed to be effectively given upon (i) personal delivery, (ii)
delivery by U.S. Express Mail or other overnight courier service which
provides evidence of delivery, (iii) legible facsimile transmission,
or (iv) the expiration of three (3) days following deposit with the
United States Postal Service, by registered or certified mail, postage
prepaid, addressed, in each case, as follows:
If to the Company:
Ansoft Corporation
Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxx
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxxxxx Ingersoll Professional Corporation
000 Xxxxx Xxxxxx
One Oxford Centre, 20th Floor
Pittsburgh, PA 15219
Attention: Xxxxxx X. Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
If to the Holders:
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Xx. Xxxxxx X. Xxxxx and Dr. Meta Xxxxx
00 Xxxxxxxxx Xxxxx
Xxxxx Xxxxxx Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxxxx, Xxxxxxxxx & Green, P.C.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxx, Esquire
Facsimile No.: (000) 000-0000
or at such other address as any party may designate by ten (10) days advance
written notice to the other party in accordance with the provisions of this
Section.
21. Amendments. This Agreement may not be amended without the written
consent of the Company and the holders of at least a majority of the
then outstanding Registrable Securities.
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IN WITNESS WHEREOF, the undersigned have caused this
Agreement to be executed by a duly authorized representative as of the day
first above written.
HOLDERS:
/s/ XX. XXXXXX X. XXXXX
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Xx. Xxxxxx X. Xxxxx
/s/ DR. META XXXXX
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Dr. Meta Xxxxx
COMPANY:
ANSOFT CORPORATION
By: /s/ XXXXXXXX XXXXXXX
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Xxxxxxxx Xxxxxxx
President
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