3,500,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTMSC Software Corp • July 23rd, 2001 • Services-prepackaged software • Missouri
Company FiledJuly 23rd, 2001 Industry JurisdictionThe 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: