AGREEMENT AND PLAN OF MERGER dated as of July 7, 2009 among MSC.SOFTWARE CORPORATION, MAXIMUS HOLDINGS INC. and MAXIMUS INC.Merger Agreement • July 8th, 2009 • MSC Software Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 7, 2009 among MSC.Software Corporation, a Delaware corporation (the “Company”), Maximus Holdings Inc., a Delaware corporation (“Parent”), and Maximus Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 8th, 2009 • MSC Software Corp • Services-prepackaged software • Delaware
This Amendment, dated as of July 7, 2009 (the “Amendment”), to the Rights Agreement, dated as of October 10, 2008 (the “Rights Agreement”), between MSC.Software Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not defined shall have the meanings specified in the Rights Agreement.
LIMITED GUARANTEELimited Guarantee • July 8th, 2009 • MSC Software Corp • Services-prepackaged software • Delaware
Limited Guarantee, dated as of July 7, 2009 (this “Limited Guarantee”), by each of STG III, L.P., a Delaware limited partnership (“STG III”), and STG III-A, L.P., a Delaware limited partnership (“STG III-A” and, together with STG III, the “Guarantors”), in favor of MSC.Software Corporation (the “Guaranteed Party”).
