CORPORATION HEREBY REPRESENTS
AND WARRANTS TO THE EXECUTIVE THAT:
(I)
THE CORPORATION IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF DELAWARE AND
IS QUALIFIED TO DO BUSINESS IN EVERY JURISDICTION IN WHICH THE FAILURE TO SO
QUALIFY MIGHT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE
FINANCIAL CONDITION, OPERATING RESULTS, ASSETS, OPERATIONS OR BUSINESS PROSPECTS
OF THE CORPORATION.
(II)
THE CORPORATION HAS FULL POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
HEREUNDER.
THIS AGREEMENT AND EACH OF THE OTHER AGREEMENTS CONTEMPLATED HEREBY
TO WHICH THE CORPORATION IS A PARTY CONSTITUTE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE CORPORATION, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
AND LIMITATIONS ON THE AVAILABILITY OF EQUITABLE REMEDIES.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND ALL OTHER AGREEMENTS CONTEMPLATED
HEREBY HAVE BEEN DULY AUTHORIZED BY THE CORPORATION.
2.
Regulation D Under the Securities Act.
The Executive and the Corporation hereby acknowledge and agree that the
securities purchased by the Executive hereunder are being issued in reliance in
part on the exemption from registration provided in Regulation D promulgated by
the Securities and Exchange Commission under the Securities Act and are
"restricted securities" within the meaning of Rule 144 under the Securities Act.
The Executive hereby covenants and agrees that he shall sell the securities
purchased hereunder only pursuant to registration under the Securities Act, or
pursuant to an exemption from registration available thereunder.
3.
Legend.
(a)
The certificates, if any, representing the Shares shall bear a legend in
substantially the following form:
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER
ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY
APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO
THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION
IS NOT REQUIRED."
(b)
In addition, the certificates, if any, representing the Shares shall bear a
legend in substantially the following form:
"THE OWNERSHIP OF THIS CERTIFICATE AND THE SHARES OF STOCK EVIDENCED HEREBY AND
ANY INTEREST THEREIN ARE
3
SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER AND MSC.SOFTWARE CORPORATION.
A COPY OF SUCH
AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF MSC.SOFTWARE."
The legend set forth in this Section 3(b) shall be removed from the certificates
evidencing the Shares upon the occurrence of one of the events set forth in
Section 1(f).
4.
Registration Rights.
The Corporation
agrees that, at its own expense, it will use reasonable efforts to register all
shares of Common Stock covered by this Agreement on a Form S-8 Registration
Statement (including a reoffer prospectus prepared in accordance with the SEC's
General Instructions to Form S-8) under the Securities