AGREEMENT AND PLAN OF MERGER by and among AUTODESK, INC. SWITCH ACQUISITION CORPORATION and MOLDFLOW CORPORATION Dated as of May 1, 2008Merger Agreement • May 2nd, 2008 • Moldflow Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 1, 2008 by and among Autodesk, Inc., a Delaware corporation (“Parent”), Switch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Moldflow Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article X.
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • May 2nd, 2008 • Moldflow Corp • Services-prepackaged software • Delaware
This Amendment to Shareholder Rights Agreement (the “Amendment”) is entered into as of May 1, 2008, by and between Moldflow Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) (“Computershare”).
