0000912057-02-011106 Sample Contracts

STOCK OPTION AGREEMENT

Stock Option Agreement • March 22nd, 2002 • MSC Software Corp • Services-prepackaged software • New York

• Contract Type
  Stock Option Agreement
• Filed
  March 22nd, 2002
• Company
  MSC Software Corp
• Industry
  Services-prepackaged software
• Jurisdiction
  New York

THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of March 15, 2002, by and between Mechanical Dynamics, Inc., a Michigan corporation (the "Issuer") and MSC.Software Corporation, a Delaware corporation (the "Grantee").

VOTING AGREEMENT

Voting Agreement • March 22nd, 2002 • MSC Software Corp • Services-prepackaged software • New York

• Contract Type
  Voting Agreement
• Filed
  March 22nd, 2002
• Company
  MSC Software Corp
• Industry
  Services-prepackaged software
• Jurisdiction
  New York

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of March 15, 2002, by and between Herbert S. Amster, an individual ("Security Holder"), and MSC.SOFTWARE CORPORATION, a Delaware corporation ("Parent").

AGREEMENT AND PLAN OF MERGER Dated as of March 15, 2002 Among MSC.SOFTWARE CORPORATION, MSC ACQUISITION II CORP. And MECHANICAL DYNAMICS, INC.

Merger Agreement • March 22nd, 2002 • MSC Software Corp • Services-prepackaged software • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 22nd, 2002
• Company
  MSC Software Corp
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER dated as of March 15, 2002 (this "Agreement"), among MSC.Software Corporation, a Delaware corporation ("Parent"), MSC Acquisition II Corp., a Delaware corporation ("Sub") and a direct wholly owned subsidiary of Parent, and Mechanical Dynamics, Inc., a Michigan corporation (the "Company").