0000912057-01-524756 Sample Contracts

3,500,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • July 23rd, 2001 • MSC Software Corp • Services-prepackaged software • Missouri

The undersigned, MSC.Software Corporation, a Delaware corporation (the "Company"), hereby addresses you as the representatives (the "Representatives") of each of the persons, firms and corporations listed on Schedule I hereto (collectively, the "Underwriters") and hereby confirms its agreement with the several Underwriters as follows:

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