MSC.Software Corp. ▼

        AGREEMENT AND PLAN OF MERGER

Dated as of March 15, 2002

Among

MSC.SOFTWARE CORPORATION,

MSC ACQUISITION II CORP.

And

MECHANICAL DYNAMICS, INC.

EXHIBIT 2.1

     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

MSC.SOFTWARE CORPORATION

CODE OF BUSINESS CONDUCT AND ETHICS

EXECUTION COPY

EXHIBIT 10.2

COLLATERAL PLEDGE
AND SECURITY AGREEMENT

Dated as of May 5, 2003

among

MSC.Software Corporation
as Pledgor,

J.P. Morgan Trust Company, National Association
as Trustee, and

J.P. Morgan Trust Company, National Association
as Collateral Agent

        This Collateral Pledge and Security Agreement (this "Pledge Agreement") is made and entered into as of May 5, 2003 among MSC.SOFTWARE CORPORATION, a Delaware  . . .

CONSULTING AGREEMENT

This Consulting Agreement (�Consulting Agreement�) is entered into this 28^th day of March, 2007(the �Effective Date�), by and between John J. Laskey, an individual (�Consultant�), and MSC.Software Corporation, a Delaware corporation (�MSC�).

WHEREAS, Consultant has been employed as Executive Vice President and Chief Financial Officer of MSC;

WHEREAS, Consultant desires to retire from active employment and, accordingly, Consultant and MSC have mutually agreed to terminate Consultant�s employment relationship with MSC pursuant to an Employment Separation and General  . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this �Agreement�) is made and entered into this 27th day of November 2006 , by and between MSC.Software Corporation, a Delaware corporation (the �Corporation� or �MSC�) and William J. Weyand, an individual (�Weyand�). All provisions of this Agreement become effective on the earlier to occur of (x) a Change in Control Event (as defined in 5.5) or (y) February 10, 2007 (the �Effective Date�), except for (i) the cash award for executing the Agreement in Section 3.3(a)(2), and (ii) Executive�s rights pursuant to  . . .

Exhibit 99(a)(1)(B)

         LETTER OF TRANSMITTAL

To Tender Shares of Common Stock

of

MECHANICAL DYNAMICS, INC.

Pursuant to the Offer to Purchase Dated March 22, 2002

by
MSC ACQUISITION II CORP.,

a wholly owned subsidiary of

MSC.SOFTWARE CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME
ON APRIL 18, 2002, UNLESS THE OFFER IS EXTENDED.

THE DEPOSITARY FOR THE OFFER IS:  . . .

FOURTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

    This Fourth Amendment to Loan and Security Agreement is entered into as of July 19^th, 2001 (the "Amendment"), by and between COMERICA BANK-CALIFORNIA ("Bank") and MSC.Software Corporation ("Borrower").

RECITALS

    Borrower and Bank are parties to that certain Loan and Security Agreement dated as of August 11, 1999, as amended from time to time (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.  . . .

Exhibit 5.1  . . .

EXECUTION COPY

EXHIBIT 10.1

REGISTRATION RIGHTS AGREEMENT
  

Dated May 5, 2003

among

MSC.Software Corporation

and

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (the "Agreement") is made and entered into this fifth day of May, 2003, among MSC.Software Corporation, a Delaware  . . .