AGREEMENT AND PLAN OF MERGER dated as of July 7, 2009 among MSC.SOFTWARE CORPORATION, MAXIMUS HOLDINGS INC. and MAXIMUS INC.Merger Agreement • July 17th, 2009 • STG Ugp, LLC • 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”).
July 7, 2009 CONFIDENTIAL Maximus Holdings Inc. c/o Symphony Technology GroupCommitment Letter • July 17th, 2009 • STG Ugp, LLC • Services-prepackaged software
FORM OF STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • July 17th, 2009 • STG Ugp, LLC • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2009 by and between Maximus Holdings Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of MSC.Software Corporation, a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 17th, 2009 • STG Ugp, LLC • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, we the signatories of the statement on Schedule 13D to which this joint filing agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
FORM OF DIRECTOR/OFFICER VOTING AGREEMENTVoting Agreement • July 17th, 2009 • STG Ugp, LLC • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2009 by and between Maximus Holdings Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of MSC.Software Corporation, a Delaware corporation (the “Company”).
AGREEMENTMerger Agreement • July 17th, 2009 • STG Ugp, LLC • Services-prepackaged software • Delaware
AGREEMENT dated as of July 7, 2009 (this “Agreement”) between Maximus Holdings Inc., a Delaware corporation (“Parent”), STG III, L.P., a Delaware limited partnership (“STG III”), STG III-A, L.P., a Delaware limited partnership (“STG III-A” and, together with STG III, the “STG Parties”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott”), and Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International” and, together with Elliott, the “Elliott Parties”).
July 7, 2009Commitment Letter • July 17th, 2009 • STG Ugp, LLC • Services-prepackaged software • California
