0001308179-06-000120 Sample Contracts

Amendment 153 to the Amended and Restated License Agreement for the Use and Marketing of Programming Materials dated May 31, 1996 (the "1996 Agreement") between International Business Machines Corporation and Dassault Systemes, S.A.
License Agreement • June 30th, 2006 • Dassault Systemes Sa • Services-prepackaged software

This Amendment ("Amendment") is entered into by and between International Business Machines Corporation ("IBM"), incorporated under the laws of the State of New York and Dassault Systemes, S.A. ("OWNER"), a French société anonyme.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG DASSAULT SYSTÈMES CORP., AQUA ACQUISITION CORP., ABAQUS, INC., THE REPRESENTATIVE REFERRED TO HEREIN AND THE SEVERAL OTHER INDIVIDUALS REFERRED TO IN THE SIGNATURE PAGES HERETO Dated as of May 16, 2005
Agreement and Plan of Merger • June 30th, 2006 • Dassault Systemes Sa • Services-prepackaged software • New York

AGREEMENT AND PLAN OF MERGER made as of May 16, 2005 (this “Agreement”) by and among DASSAULT SYSTÈMES CORP., a Delaware corporation (“Parent”), AQUA ACQUISITION CORP., a Rhode Island corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), ABAQUS, INC., a Rhode Island corporation (the “Company”), the Representative designated pursuant to Section 13.1 of this Agreement (the “Representative”), the holders (collectively, the “Company Shareholders”) of all of the outstanding Common Stock, no par value, of the Company (the “Company Common Stock”), Mark Goldstein (“Goldstein”) and Kenneth Short (collectively with Goldstein and the Company Shareholders, the “Parties of Interest,” and each, a “Party of Interest”).

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