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 • Autodesk Inc • 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.
EXHIBIT A FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 2nd, 2008 • Autodesk Inc • Services-prepackaged software • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2008 by and between AUTODESK, INC., a Delaware corporation (“Parent”), SWITCH ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the undersigned stockholder (“Stockholder”) of MOLDFLOW CORPORATION, a Delaware corporation (the “Company”).
