STOCKHOLDERS AGREEMENTStockholders Agreement • December 9th, 2004 • MSC Software Corp • Services-prepackaged software • Delaware
THIS STOCKHOLDERS AGREEMENT (this “AGREEMENT”), dated as of December 3, 2004, is entered into by and between MSC.Software Corporation, a Delaware corporation (the “Company”), ValueAct Capital Master Fund, L.P. (“ValueAct Master Fund”), ValueAct Capital Partners Co-Investors, L.P. (“ValueAct Co-Investors”), VA Partners, L.L.C. (“VA Partners”), Jeffrey W. Ubben (“Ubben”), George F. Hamel, Jr. (“Hamel”), Peter H. Kamin (“Kamin,” and together with ValueAct Master Fund, ValueAct Co-Investors, VA Partners, Ubben, Hamel and Kamin, the “Stockholders”) and, with respect to the last sentence of Section 1.2 of this Agreement only, Gregory P. Spivy and William J. Weyand.
