ASPEN TECHNOLOGY, INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 21st, 2010 • Aspen Technology Inc /De/ • Services-computer programming services • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Aspen Technology, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. are acting as representatives (each a “Representative” and together, the “Representatives”), an aggregate of [ ] shares of Common Stock, par value $0.10 per share, of the Company (the “Underwritten Shares”) and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
