STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • February 17th, 2006 • Ansys Inc • Services-prepackaged software • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (“Agreement”), dated as of February 15, 2006, is by and between ANSYS, Inc., a Delaware corporation (“Parent”), and Willis Stein & Partners II, L.P., Willis Stein & Partners III, L.P., Willis Stein & Partners Dutch, L.P., Willis Stein & Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B, L.P., and Willis Stein & Partners III-C, L.P., as holders of common stock, par value $0.01 per share, of Parent (“Common Stock”) (individually a “Stockholder” and collectively the “Stockholders”).
AGREEMENT AND PLAN OF MERGER by and among ANSYS, INC., ANSYS XL, LLC, BEN I, INC., HINES II, INC., HEAT HOLDINGS CORP., AAVID THERMAL TECHNOLOGIES, INC., TROY III, INC., FLUENT, INC., PRINCIPAL STOCKHOLDERS and STOCKHOLDERS’ REPRESENTATIVE February...Merger Agreement • February 17th, 2006 • Ansys Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 15, 2006, is by and among ANSYS, Inc., a Delaware corporation (“Parent”), ANSYS XL, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger LLC”), BEN I, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“Merger Sub”), HINES II, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“Merger Sub II” and with Merger Sub and Merger LLC, the “Merger Subs”), Heat Holdings Corp., a Delaware corporation (“Holding”), Aavid Thermal Technologies, Inc., a Delaware corporation (the “Company”), TROY III, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub III”), Fluent, Inc., a Delaware corporation (“Fluent,” together with Holding and the Company, the “Selling Companies” and each a “Selling Company”), and, for purposes of Section 9.7 and Article VI, Article XI, Article XII and Article XIV, Willis Stein & Partners II, L.P.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG ANSYS, INC., AND THE HOLDERS NAMED HEREIN DATED: FEBRUARY 15, 2006Registration Rights Agreement • February 17th, 2006 • Ansys Inc • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 15, 2006 by and among ANSYS, Inc., a Delaware corporation (“Parent”), Willis Stein & Partners II, L.P., Willis Stein & Partners III, L.P., Willis Stein & Partners Dutch, L.P., Willis Stein & Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B, L.P., and Willis Stein & Partners III-C, L.P. (collectively, together with any other person who will receive or has received stock of Parent in the mergers and related transactions set forth in the Merger Agreement (as defined below) and who elects to become a party to this Agreement and executes and delivers to the other Holders and Parent a counterpart signature page to this Agreement on or prior to the Fourth Effective Time, the “Holders” and each individually as a “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2006 • Ansys Inc • Services-prepackaged software • Pennsylvania
This Employment Agreement (the “Agreement”) is entered into as of this 15th day of February, 2006 by and between ANSYS, Inc., a Delaware corporation (“ANSYS”), Fluent, Inc., a Delaware corporation (“Fluent”) (ANSYS and Fluent together, the “Company”) and Hasan Ferit Boysan, Ph.D. (“Employee”).
