0000912057-01-515896 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG MSC.SOFTWARE CORPORATION, AES ACQUISITION CORP. AND ADVANCED ENTERPRISE SOLUTIONS, INC. Dated as of May 2, 2001
Escrow Agreement • May 15th, 2001 • MSC Software Corp • Services-prepackaged software • California

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of May 2, 2001, among MSC.Software Corporation, a Delaware corporation ("Parent"), AES Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Advanced Enterprise Solutions, Inc., a Delaware corporation ("Company").

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 15th, 2001 • MSC Software Corp • Services-prepackaged software • California

This STOCK PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of May 2, 2001, among MSC.Software Corporation, a Delaware corporation ("Parent"), and Dassault Systemes of America Corp., a California corporation ("DSA") and, for the purpose of Section 2.4 only, Dassault Systemes, a societe anonyme organized and existing under the laws of France ("DS").

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2001 • MSC Software Corp • Services-prepackaged software

This Third Amendment to Loan and Security Agreement is entered into as of May 11, 2001 (the "Amendment"), by and between COMERICA BANK-CALIFORNIA ("Bank") and MSC.Software Corporation ("Borrower").

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