UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

Payment of Filing Fee (Check the appropriate box):

510 East Milham Avenue
Portage, Michigan 49002

February 18, 2008

Dear Fellow Shareholder:

You are cordially invited to attend the Special Meeting of Shareholders of Manatron, Inc. ("Manatron," "Company," "we," "us," or "our"), which will be held on Friday, March 28, 2008, at 10:00 a.m., local time, at Western Michigan University's Fetzer Center in Kalamazoo, Michigan.

At this meeting, you will be asked to consider and vote upon a proposal to approve an agreement and plan of merger, dated as of January 14, 2008, by and among Manatron Intermediate Holdings, Inc., a Delaware corporation, Manatron Merger Sub, Inc., a Michigan corporation, and the Company (the "merger agreement"), pursuant to which Manatron Merger Sub, Inc. will be merged with and into the Company, with the Company continuing as the surviving corporation. If the merger is completed, each share of Company common stock issued and outstanding at the effective time of the merger will be converted into the right to receive $12.00 in cash, without interest, other than shares held by the Company or its subsidiary or Manatron Intermediate Holdings, Inc., which will be cancelled without payment.

If the merger is completed, the Company will continue its operations as a privately-held company owned by an affiliate of Thoma Cressey Bravo, Inc., a private equity firm.

As a result of the merger, the Company's shares will no longer be quoted on The NASDAQ Global Market.

Our board of directors unanimously adopted the merger agreement and the transactions contemplated by the merger agreement and determined that the merger is fair to, advisable and in the best interests of our shareholders. The board of directors recommends that you vote "FOR" the adoption of the merger agreement.

The proxy statement accompanying this letter provides you with information about the proposed merger and the special meeting. We encourage you to read the entire proxy statement carefully, including the merger agreement and the other documents annexed to the proxy statement. You may also obtain more information about Manatron from documents we have filed with the Securities and Exchange Commission.

Your vote is very important. The merger cannot be completed unless the merger agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of Manatron common stock. If you fail to vote on the merger agreement, the effect will be the same as a vote against the approval of the merger agreement for purposes of the vote referred to above.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

The Michigan Business Corporation Act does not entitle the holders of our common stock to seek appraisal of the fair value of their shares in connection with the merger.

We thank you for your continued support and look forward to seeing you at the special meeting.

THE ACCOMPANYING PROXY STATEMENT IS DATED FEBRUARY 18, 2008 AND IS FIRST BEING MAILED TO SHAREHOLDERS ON OR ABOUT FEBRUARY 21, 2008

510 East Milham Avenue
Portage, Michigan 49002

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 28, 2008

To Our Shareholders:

The board of directors of Manatron, Inc., a Michigan corporation (the "Company"), is furnishing this proxy statement and the accompanying form of proxy to the shareholders of Manatron to solicit proxies to vote at a special meeting of Manatron's shareholders to be held on Friday, March 28, 2008, at 10:00 a.m., local time, at Western Michigan University's Fetzer Center in Kalamazoo, Michigan, for the following purposes:

Only holders of the Company's common stock at the close of business on February 14, 2008, are entitled to notice of and to vote at the special meeting and any adjournment or postponement of the special meeting.

We urge you to read the accompanying proxy statement carefully as it sets forth details of the proposed merger and other important information related to the merger. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement.

The Michigan Business Corporation Act does not entitle the holders of our common stock to seek appraisal of the fair value of their shares in connection with the merger.

SUMMARY TERM SHEET

The following summary term sheet highlights selected information from this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. In this proxy statement, the terms "Manatron," "Company," "we," "our," "ours," and "us" refer to Manatron, Inc. and its subsidiary, taken together unless the context requires otherwise.

The Merger and Related Matters (See "The Merger" beginning on page 12).

The Special Meeting and Related Matters

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and the special meeting. They may not include all of the information that may be important to you. We urge you to read carefully this entire proxy statement, including the annexed documents and the other documents we refer to and incorporate by reference in this proxy statement.

Q:          What matters will I be asked to vote on at the special meeting?

A:          You will be asked to vote upon the following proposals:

Q:          What will happen to Manatron as a result of the merger?

A:          Manatron will continue its operations as a privately-held company directly owned by Parent, which is an indirect wholly-owned subsidiary of an affiliate of TCB. After the merger, Manatron will be controlled by TCB. Our common stock will no longer be publicly traded, and we will no longer file periodic and other reports with the Securities and Exchange Commission ("SEC") with respect to our common stock or proxy or information statements with respect to shareholders' meetings.

Q:          What will I receive for my Manatron common stock if the merger is completed?

A:          If the merger is completed, you will no longer own shares of Manatron common stock. If the merger is completed, each share of your Manatron common stock will be converted into the right to receive $12.00 in cash, without interest, and less any applicable withholding tax.

Q:          What will happen to my stock options in the merger?

A:          Immediately prior to the effective time of the merger, all outstanding options to acquire Manatron common stock will accelerate and become fully vested. Upon the completion of the merger, any options having an exercise price equal to or greater than $12.00 per share will be cancelled without payment and any options having an exercise price less than $12.00 per share will entitle the holder thereof to receive an amount in cash, without interest, less applicable withholding taxes, equal to the product of (i) the total number of shares of Manatron common stock subject to the option, multiplied by (ii) the excess of $12.00 over the exercise price per share of Manatron common stock underlying such option, which cash amount we refer to as the "option consideration." All of the Company's equity incentive plans will be terminated upon the completion of the merger.

Q:          What will happen to my restricted shares of Manatron common stock in the merger?

A:          If any shares of your restricted common stock outstanding immediately prior to the effective time of the merger are unvested or subject to a repurchase option, then, effective immediately prior to the completion of the merger, any such share of restricted common stock will accelerate and become fully vested and any repurchase option will lapse. Thereafter, each such share will be converted into the right to receive $12.00 in cash, without interest, less applicable withholding taxes.

Q:          How does Manatron's board of directors recommend that I vote on the merger?

A:          Our board of directors unanimously approved the merger agreement and related documents and determined that the merger, on the terms and conditions set forth in the merger agreement, is fair to, advisable and in the best interests of our shareholders. The board of directors recommends that you vote "FOR" the approval of the merger agreement.

Q:          Do any members of the board of directors or management of Manatron have financial interests in the merger that may be different from my interests as a shareholder?

A:          Yes, some of our directors and officers have financial interests in the merger that may be different from, or in addition to, the interests that apply to our shareholders generally, including the following:

Q:          What are Manatron Intermediate Holdings, Inc. and Manatron Merger Sub, Inc.?

A:          Manatron Merger Sub, Inc. was incorporated in Michigan on January 8, 2008 solely for the purpose of completing the merger and related transactions. Manatron Intermediate Holdings, Inc. or Parent, is the sole shareholder of Manatron Merger Sub, Inc., and was incorporated in Delaware on January 7, 2008 solely for the purpose of completing the merger and related transactions.

Q:          How will Manatron Merger Sub, Inc. and Parent pay the merger consideration?

A:          Manatron Merger Sub, Inc. and Parent will pay the merger consideration from the proceeds of equity investments in Manatron Holdings, Inc., the sole stockholder of Parent, to be made by the investors, in connection with the merger. In addition, debt financing arrangements to be entered into in connection with the merger, will be used to fund payment of a portion of the merger consideration and to fund the business and operations of Manatron after the merger. For more information about the financing of the merger, see "The Merger-Source of Funds" beginning on page 28.

Q:          When do you expect the merger to be completed?

A:          We are working to complete the merger as quickly as possible, and we anticipate that it will be completed in Manatron's fourth quarter of fiscal 2008, which ends April 30, 2008. In order to complete the merger, we must obtain shareholder approval, and the other closing conditions under the merger agreement must be satisfied or waived. See "Proposal No. 1-The Merger Agreement-Conditions to the Merger" beginning on page 51 and "The Merger Agreement-Effective Time" beginning on page 41.

Q:          What are the conditions to the completion of the merger?

A:          The completion of the merger is subject to a number of conditions, including, among others:

If all of these conditions are not either satisfied or waived, the merger will not be completed even if our shareholders vote to adopt the merger agreement. See "Proposal No. 1-The Merger Agreement-Conditions to the Merger" beginning on page 51.

Q:          Will I owe any U.S. federal income tax as a result of the merger?

A:          Generally, the exchange of your shares for cash pursuant to the merger will be taxable for U.S. federal income tax purposes. You will recognize taxable gain or loss in the amount equal to the difference between $12.00 per share that you receive and your adjusted tax basis for each share of Manatron common stock that you own. For further information about the U.S. federal income tax consequences of the merger, see "The Merger-Material U.S. Federal Income Tax Consequences" beginning on page 33.

Q:          When and where is the special meeting?

A:          The special meeting will be held on Friday, March 28, 2008, at 10:00 a.m., local time, at Western Michigan University's Fetzer Center in Kalamazoo, Michigan.

Q:          Who can vote on the merger agreement?

A:          Holders of our common stock at the close of business on February 14, 2008, the record date for the special meeting, may vote in person or by proxy on the merger agreement at the special meeting.

Q:          What vote of shareholders is required to adopt the merger agreement?

A:          In order to complete the merger, shareholders holding at least a majority of the shares of our common stock outstanding at the close of business on the record date must vote "FOR" the approval of the merger agreement.

Q:          What vote of shareholders is required for the proposal to adjourn the meeting?

A:          The proposal to adjourn the meeting, if necessary, to solicit additional proxies requires the affirmative vote of a majority of the shares present and entitled to vote on the matter at the special meeting.

Q:          Are any shareholders required to vote in favor of adopting the merger agreement?

A:          Yes. Under the terms of voting agreements entered into in connection with the merger agreement, each of Randall L. Peat, our Co-Chairman; Paul R. Sylvester, our Chief Executive Officer and Co-Chairman; G. William McKinzie, our President and Chief Operating Officer; Krista L. Inosencio, our Chief Financial Officer; Mary N. Gephart, our Vice President of Human Resources and Administration; Early L. Stephens, our Chief Technology and Marketing Officer; Marty A. Ulanski, our Executive Vice President of Sales and Business Development; Kurt J. Wagner, President of ASIX Inc.; and all of the Company's directors are required to vote in favor of the merger. As of the record date, the voting agreements executed by the above directors and executive officers cover an aggregate of 1,050,745 shares of Manatron common stock, representing approximately 20.5% of the shares of our common stock entitled to vote upon the adoption of the merger agreement.

Q:          What does it mean if I receive more than one proxy card?

A:          If you have shares of our common stock that are registered differently and are in more than one account, you may receive more than one proxy card. Please follow the directions for voting on each of the proxy cards you receive to ensure that all of your shares are voted.

Q:          How do I vote without attending the special meeting?

A:          If you hold shares in your name as the shareholder of record, then you received this proxy statement and a proxy card from us. If you hold shares in street name through a broker, bank or other nominee, then you received this proxy statement from the nominee, along with the nominee's form of proxy card which includes voting

instructions. In either case, you may submit a proxy for your shares by mail as indicated in the proxy without attending the special meeting. To submit a proxy by mail, mark, sign and date the proxy card and return it to the Company in the postage-paid envelope provided.

Q:          How do I vote in person at the special meeting?

A:          If you hold shares in your name as the shareholder of record, you may vote those shares in person at the special meeting by giving us a signed proxy card or ballot before voting is closed. If you intend to vote in person, please bring proof of identification with you. Even if you plan to attend the special meeting, we recommend that you submit a proxy for your shares in advance as described above, so your vote will be counted even if you later decide not to attend. If you hold shares in street name through a broker, bank or other nominee, you may vote those shares in person at the special meeting only if you obtain and bring with you a signed proxy from the necessary nominee giving you the right to vote the shares. To do this, you should contact your nominee.

Q:          Can I change my vote?

A:          After you submit a proxy for your shares by mail you may change your vote at any time before voting is closed at the special meeting. If you hold shares in your name as the shareholder of record, you should write to our Corporate Secretary at our principal offices, 510 East Milham Avenue, Portage, Michigan 49002, stating that you want to revoke your proxy and that you need another proxy card. If you hold your shares in street name through a broker, bank or other nominee, you should contact the nominee and ask for a new proxy card. If you attend the special meeting, you may vote by proxy or ballot as described above, which will cancel your previous vote. Your last vote before voting is closed at the special meeting is the vote that will be counted.

Q:          What happens if I do not respond?

A:          For purposes of the proposal to adopt the merger agreement, the failure to respond by returning your proxy card will have the same effect as voting against the merger agreement unless you vote for the merger agreement in person at the special meeting. For purposes of any proposal to adjourn the meeting, if necessary, to solicit proxies, the failure to respond by returning your proxy card will not count as a vote entitled to be cast on the proposal but if the failure to respond causes your shares to be deemed to be a broker non-vote, your shares will count for determining whether a quorum is present.

Q:          What is a quorum?

A:          A quorum of the holders of the outstanding shares of our common stock must be present for the special meeting to be held. A quorum is present if the holders of a majority of the outstanding shares of our common stock entitled to vote are present at the special meeting, either in person or represented by proxy. Abstentions and broker non-votes are counted as present for the purpose of determining whether a quorum is present.

Q:          If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:          Yes, but only if you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without those instructions, your shares will not be voted.

Q:          How are votes counted?

A:          For the proposal relating to the adoption of the merger agreement, you may vote FOR, AGAINST or ABSTAIN. Abstentions will not count as votes cast on the proposal relating to adoption of the merger agreement, but will count for the purpose of determining whether a quorum is present. If you ABSTAIN, it has the same effect as if you vote AGAINST the adoption of the merger agreement.

          For the proposal to adjourn the meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, you may vote FOR, AGAINST or ABSTAIN. Abstentions will not count as votes cast on the proposal to adjourn the meeting, if necessary, to solicit

additional proxies, but will count for the purpose of determining whether a quorum is present. If you sign your proxy card without indicating your vote, your shares will be voted "FOR" the adoption of the merger agreement, "FOR" adjournment of the meeting, if necessary, to solicit additional proxies, and in accordance with the recommendations of our board of directors on any other matters properly brought before the meeting for a vote.

          A broker non-vote generally occurs when a broker, bank or other nominee holding shares on your behalf does not vote on a proposal because the nominee has not received your voting instructions and lacks discretionary power to vote the shares. Broker non-votes will not count as votes cast on a proposal, but will count for the purpose of determining whether a quorum is present. Broker non-votes will have the same effect as a vote against the adoption of the merger agreement.

Q:          Who will bear the cost of this solicitation?

A:          We will pay the cost of this solicitation, which will be made primarily by mail. Proxies also may be solicited in person, or by telephone, facsimile, Internet or similar means, by our directors, officers or employees without additional compensation. We will, on request, reimburse shareholders who are brokers, banks or other nominees for their reasonable expenses in sending proxy materials to the beneficial owners of the shares they hold of record.

Q:          Should I send in my stock certificates now?

A:          No. If the merger is completed, you will receive a letter of transmittal with instructions informing you how to send your stock certificates to the paying agent in order to receive the merger consideration. You should use the letter of transmittal to exchange Manatron stock certificates for the merger consideration to which you are entitled as a result of the merger. If your shares are held in "street name" by your broker, you will receive instructions from your broker as to how to effect the surrender of your "street name" shares and receive cash for those shares. DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY.

Q:          Am I entitled to Dissenters' or Appraisal Rights?

A          No. As a holder of our common stock, you are not entitled to appraisal rights under the Michigan Business Corporation Act.

Q:          Who can help answer my other questions?

A:          The information provided above in the summary term sheet and in the "question and answer" format is for your convenience only and is merely a summary of the information contained in this proxy statement. You should carefully read this entire proxy statement, including the documents annexed to this proxy statement and the documents we refer to or incorporate by reference in this proxy statement. If you have more questions about the special meeting or the merger, you should send inquiries to Paul R. Sylvester, our Co-Chairman and Chief Executive Officer, at paul.sylvester@manatron.com, or to Krista L. Inosencio, our Chief Financial Officer, at krista.inosencio@manatron.com, or to any of these individuals by telephone at (269) 567-2900.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This proxy statement contains forward-looking statements about our plans, objectives, expectations and intentions. You can identify these statements by words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "may," "will," and "continue" or similar words. You should read statements that contain these words carefully. They discuss our future expectations or state other forward-looking information, and may involve known or unknown risks over which we have no control, including, without limitation:

          You should not place any undue reliance on forward-looking statements. We cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this proxy statement represent our views as of the date of this proxy statement, and you should not assume that the statements made herein remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons actual results could differ from those anticipated in forward-looking statements, except as required by law.

THE MERGER

Background of the Merger

          On April 26, 2006, in response to unsatisfactory financial results for fiscal 2006, which ended on April 30, 2006, the Company initiated and disclosed a significant cost restructuring, which resulted in the elimination of 62 positions. Shortly thereafter, the Company instituted a 3-Year Operating Plan, which includes among other things, (i) plans to achieve, maintain and increase profitability, (ii) plans to manage and retain the Company's key subject matter resources, (iii) plans to increase the Company's recurring software maintenance revenue, (iv) plans to continue investing in the Company's GRM® suite of software for the delivery of current key projects and entry into the California market, (v) plans to continue investing in the Company's core markets, (vi) plans to pursue and complete strategic acquisitions and (vi) plans to maximize Manatron's share price over the next 36-month time horizon (beginning May 1, 2006), including the consideration of a possible sale under the right circumstances.

          On December 12, 2006, Mr. McKinzie updated the board of directors on the year-to-date profit and loss, talent management, competition, product development and deployment, sales and marketing, and operations risk assessment consistent with the 3-Year Operating Plan.          

          On December 14, 2006, the Company received a non-binding offer from Constellation Software Inc. ("Constellation") to purchase the outstanding shares of the Company for $9 per fully diluted share, subject to a number of conditions. The non-binding offer was disclosed by Constellation in a Form 13D/A filed with the SEC on December 14, 2006.

          On December 20, 2006, the Company's board of directors held a special meeting to discuss Constellation's offer. After a presentation by Mr. Sylvester to the board regarding Manatron's history with Constellation and Mark Leonard, Constellation's President and Chief Executive Officer, and an in-depth discussion on the offer, the board of directors unanimously voted to reject the unsolicited offer.

          On December 21, 2006, the Company issued a press release announcing the rejection of Constellation's unsolicited offer and subsequently filed a Form 8-K disclosing the press release and correspondence from Mr. Sylvester to Mr. Leonard rejecting Constellation's offer.

          On March 2, 2007, the Company received another unsolicited acquisition proposal from Constellation to purchase the outstanding shares of the Company for $10 per fully diluted share, subject to the same conditions contained in the first proposal. The non-binding offer was disclosed by Constellation in a Form 13D/A filed with the SEC on March 5, 2007.

          On March 8, 2007, the Company's board of directors held a special meeting to consider Constellation's offer of $10 per share. After discussion, the board of directors once again unanimously concluded that it would not be in the best interests of the Company, the Company's shareholders or other stakeholders to pursue a transaction with Constellation at $10 per fully diluted share.

          On March 8, 2007, a third party referred to as Candidate B sent a confidential letter to Mr. Sylvester indicating that it understood Constellation submitted two non-binding offers to purchase Manatron's outstanding shares of stock at $9.00 and $10.00 per share, respectively. Candidate B's letter informed the Company that Candidate B had an interest in possibly acquiring the Company in the range of $10.00 per share, if the Company was interested in pursuing discussions. Mr. Sylvester advised Candidate B that it was the Company's present intention to continue its current strategy, but stated that the board would give serious consideration to any offers or indications of interest that were fair and reasonable based upon current industry standards.

          On March 12, 2007 Manatron filed a Form 8-K, which disclosed its third quarter financial results for its fiscal year 2007 and disclosed the Company's rejection letter from Mr. Sylvester to Mr. Symons, Constellations' Chief Financial Officer.

          On June 5, 2007, the board of directors discussed the process of positioning Manatron for a possible eventual sale and reviewed an initial draft of an Information Memorandum prepared for possible potential acquirers of Manatron. The board of directors also discussed potential acquirers.

          On August 1, 2007, the Company completed the purchase of substantially all of the assets of Sigma Systems Technology, Inc. for approximately $1.3 million in cash. Additionally, on August 31, 2007, the Company purchased substantially all of the assets of Hart InterCivic, Inc.'s Records Management Solutions business. Both of these acquisitions were consistent with the Company's 3-year Operating Plan mentioned above.

          On August 8, 2007, Mr. Sylvester participated in a conference call with Anne Zimmerman, an Associate of TCB, Holden Spaht, a Principal of TCB, and Scott Crabill, a Partner of TCB. The purpose of the meeting was to provide an introduction and overview of Manatron to TCB, which included the Company's strategy for future growth in revenues, EBITDA and shareholder value. During that meeting, Mr. Sylvester also received a brief introduction and overview of TCB.

          On September 11, 2007, Manatron filed a Form 8-K, which included its first quarter financial results for fiscal 2008. Later on September 11, 2007, Manatron conducted a public earnings call.

          On September 12, 2007, Mr. Sylvester emailed Manatron's financial results for the first quarter ended July 31, 2007 and the earnings call transcript to Mr. Spaht.

          On September 13, 2007, Mr. Sylvester met with Messrs. Spaht and Crabill at TCB's Chicago office to conduct a more thorough meeting about Manatron, its future growth plans and to review in more detail TCB's investment strategy. In that meeting, TCB articulated its "buy and build" strategy of consolidation investing and presented its idea and interest in acquiring Manatron. Mr. Sylvester explained that although it was the Company's present intention to continue its current growth strategy, the board, consistent with its fiduciary duties, would give serious consideration to any offers or indications of interest that were fair and reasonable based upon current industry standards.

          Following the September 13, 2007 meeting, Messrs. Sylvester and Spaht had several telephone conversations regarding questions Mr. Spaht had about the Company.

          On October 4, 2007, Mr. Sylvester met with Candidate B. Mr. Sylvester advised Candidate B that it was the Company's present intention to continue its current long-term strategy, which it believed to be in the best interest of maximizing shareholder value. At the meeting, Candidate B indicated that it was prepared to offer $11.70 per share for the Company's outstanding common stock subject to the completion of reasonable due diligence.

          On October 10, 2007, Mr. Sylvester sent Mr. Spaht a copy of the Company's Annual Shareholder Meeting Presentation.

          On October 11, 2007 the board held a special meeting to consider Candidate B's proposal. At the meeting Mr. Sylvester presented Candidate B's Indication of Interest and also informed the board that he believed TCB was going to present an offer soon. The board felt Candidate B's proposal was compelling and, as a result, asked Mr. McKinzie to update the Company's 3-Year Operating Plan so that they could adequately study the Company's strategic alternatives.

          On October 11, 2007 the Company held its Annual Shareholder Meeting in Kalamazoo, Michigan.

          Later on October 11, 2007, Mr. Sylvester informed Candidate B that the board was interested in its proposal, but felt that it first needed to have another review of the Company's future operating and strategic plans before it concluded whether to move forward with the proposal.

          On October 16, 2007, Mr. Sylvester had a lengthy telephone conversation with Messrs. Spaht and Crabill and Ms. Zimmerman regarding the Company's stock plans, diluted share count, recurring revenue, backlog, revenue run rate, margins, pipeline and leadership team.

          On the afternoon of October 16, 2007, TCB submitted a non-binding proposal to acquire 100% of the Company's outstanding stock at $10.75 per diluted share in cash.

          Mr. Sylvester initially shared TCB's proposal with Ms. Inosencio, the Company's Chief Financial Officer, and Mr. Waterbury of Warner Norcross & Judd LLP, the Company's legal counsel and a member of the Company's board of directors. This proposal was later shared with Mr. McKinzie and all the members of the board of directors.

          On October 17, 2007, Mr. Sylvester explained to TCB that he did not believe the board of directors would be excited about the proposal given that it had formally rejected two unsolicited offers from Constellation within the last year for $9.00 and $10.00 per share, respectively. Mr. Sylvester pointed out that the $10.75 proposal by TCB was only marginally better than the offer from Constellation in March of 2007 and since that time the Company had posted two profitable quarters, completed the Hart InterCivic and Sigma Systems Technology acquisitions and put significant efforts into its GRM® product suite. Mr. Spaht indicated that TCB was still very interested and stated that it could perhaps increase its valuation if it was allowed to perform some preliminary due diligence and meet the Manatron executive leadership team.

          During the week of October 22, 2007, Mr. Sylvester introduced Messrs. Spaht and Crabill and Ms. Zimmerman to Messrs. McKinzie, Stephens and Ulanski at the Company's Annual User's Conference in Tucson, Arizona. At that conference, Messrs. Spaht and Crabill and Ms. Zimmerman were able to talk to a number of Manatron's clients that attended the conference.

          On October 25, 2007, TCB and Manatron entered into a Non-Disclosure Agreement and TCB met or had telephone conversations with Messrs. Sylvester, McKinzie, Stephens and Ulanski and Ms. Inosencio.

          On October 30, 2007 a special meeting of the board of directors was held to formally review TCB's proposal. In that meeting the board of directors rejected TCB's proposal and authorized Mr. Sylvester to respond accordingly to TCB. The board also discussed the proposal from Candidate B and authorized Mr. Sylvester to continue discussions with Candidate B and move forward with consideration of its proposal.

          On the evening of October 30, 2007, Mr. Sylvester contacted Candidate B and scheduled a meeting between the Company and Candidate B in Reno, Nevada for November 6, 2007. The purpose of that meeting was to introduce Candidate B to certain members of the Company's executive leadership team and to discuss the proposed transaction in more detail.

          On October 30, 2007 after the Board meeting, Mr. Sylvester sent an email, fax and letter to Mr. Crabill at TCB thanking him for TCB's interest in the Company and its non-binding offer of $10.75 per share. In that letter, Mr. Sylvester explained that the board believed the Company had a solid strategy and an exciting opportunity to continue to build value for its shareholders and that the board believed that the transaction, and in particular the valuation proposed in TCB's letter was not currently in the best interests of Manatron, its shareholders or other stakeholders. The letter stated that the board did, however, believe it is worth exploring whether a mutually agreeable valuation could be arrived at and asked Mr. Sylvester to continue discussions with TCB on a confidential basis as the Company was currently fully engaged in executing its operating plans to create additional shareholder value.

          On October 31, 2007, Mr. Sylvester forwarded Mr. Spaht a projected income statement through April 30, 2011 and began to coordinate another in-person meeting with Mr. McKinzie, Mr. Ulanski, Mr. Stephens and Kurt Wagner, the Company's President of its ASIX subsidiary. The meeting was scheduled to be held in Reno, Nevada on Wednesday, November 7, 2007.

          Also on October 31, 2007, Candidate B provided Manatron a due diligence list that it requested be answered by the Company at the Reno, Nevada meeting on November 6, 2007.

          On November 6, 2007 members of Manatron's executive leadership team met with representatives of Candidate B in Reno, Nevada. At that meeting, a Non-Disclosure Agreement between the two parties was signed. The executive leadership team answered Candidate B's oral due diligence questions. At the conclusion of the meeting, Mr. Sylvester advised Candidate B that a third party was interested in acquiring Manatron and asked if Candidate B could increase its valuation offer, which Candidate B responded that it had no intent on increasing its valuation.

          On November 6, 2007 in advance of the November 7, 2007 meeting, Mr. Spaht sent an email to Mr. Sylvester which contained a revised non-binding proposal from TCB to acquire 100% of the Company's outstanding stock at $11.50 per diluted share in cash.

          On November 7, 2007 Messrs. Sylvester, McKinzie, Wagner, Stephens and Ulanski met with Messrs. Spaht and Crabill and Ms. Zimmerman of TCB. TCB's $11.50 offer was not discussed at the meeting. Instead the meeting involved TCB interviewing the Manatron executives concerning Manatron's business.

          Following the meeting, Mr. Sylvester explained to Mr. Spaht that while Manatron appreciated TCB's continued interest in the Company, the Company would not be able to approve its proposed transaction since it had a serious expression of interest from another party at a higher amount.

          On November 12, 2007, following more dialogue with Mr. Sylvester and Ms. Inosencio, Mr. Spaht sent an email to Mr. Sylvester that contained a revised non-binding proposal to acquire 100% of the Company's outstanding stock at $12.25 per diluted share in cash.

          Also on November 12, 2007, Mr. Sylvester received a written Indication of Interest from Candidate B at $11.70 per share.

          On November 13, 2007, a special meeting of the Board was held to discuss the latest proposals from TCB and Candidate B. Mr. Sylvester conveyed to the board that he did not believe that Candidate B would raise its $11.70 offer. After discussing the Company's strategic alternatives and after once again reviewing the board's fiduciary duties with legal counsel, the board approved TCB's proposal provided that TCB's proposed termination fee was lowered to $2 million and that a $250,000 cap was put on the expense reimbursement provision.

          On November 14, 2007, Mr. Sylvester, on behalf of Manatron, signed a letter of intent with TCB. The letter of intent provided that TCB would purchase all of Manatron's outstanding common stock at $12.25 per share. The letter of intent provided TCB exclusivity and contemplated a $2 million termination fee and expense reimbursement up to $250,000 if the transaction was not consummated under certain circumstances.

          On November 16, 2007, Mr. Sylvester communicated to Candidate B by e-mail that the Company had more than one option to consider for its future course of action and while the Company appreciated its interest in Manatron and believed that a combination of the two parties would offer a number of advantages for the Company's shareholders, the board did not feel that its proposed transaction was in the best interest of the Company's shareholders. Accordingly, the Company respectfully declined Candidate B's proposal at that time.

          Following the board's adoption of the letter of intent with TCB, TCB immediately started its due diligence process, which was originally anticipated to be completed in approximately 30 days.

          On November 28, 2007, Kirkland & Ellis LLP, legal counsel to TCB, provided Warner Norcross & Judd LLP, legal counsel to Manatron, with a first draft of the merger agreement and related documents.          

          On November 30, 2007, Mr. Sylvester called Douglas Hopek, a Vice President at First Analysis Securities Corporation, and requested a proposal from FASC to render an opinion as to the fairness from a financial point-of-view to shareholders of common stock of Manatron of the merger consideration to be received, to the board of directors.

          On December 6, 2007, the board of directors held a regular meeting to review the second quarter financial results. At that meeting, Mr. Sylvester updated the board on the status of TCB's due diligence and was also given the authority to hire FASC to provide a Fairness Opinion to the board.

          On December 12, 2007, the Company engaged FASC to provide a Fairness Opinion to the board of directors, from a financial point-of-view to shareholders of common stock of Manatron, with respect to the contemplated transaction with TCB. Mr. Sylvester has had many meetings with representatives of FASC since his first introductory meeting on July 5, 2002, but FASC has not provided active equity research coverage or actively made a market in Manatron stock, nor has it rendered investment banking services or received any compensation from Manatron prior to its engagement to provide a Fairness Opinion to Manatron's board of directors.

          Between December 12, 2007 and January 11, 2008, TCB, Wells Fargo and Kirkland & Ellis LLP performed their due diligence. During this time, the two parties and their representatives negotiated the merger agreement and related documents.

          On December 14, 2007, the Company filed a Form 10-Q with the SEC for its Second Quarter of fiscal 2008.

          On the evening of January 11, 2008, Mr. Spaht called Messrs. McKinzie and Sylvester to inform them that he had authority to sign the definitive agreement on January 14, 2008 at $12.00 per share. Mr. Spaht indicated that the $0.25 reduction in purchase price was warranted because of the state of the economy and in particular the crisis in the financial and credit markets. Mr. Sylvester advised the other board members of the reduced price that evening and called a special meeting of the board for Saturday, January 12, 2008.

          On Saturday January 12, 2008, the board of directors conducted a special meeting via telephone to discuss the Company's options. After much deliberation, the board concluded that it was still in the best interest of the Company's shareholders to proceed with the transaction at the reduced amount of $12.00 per share. No formal action was taken on the Saturday telephonic meeting.

          On Monday January 14, 2008, the board met and discussed the negotiated merger agreement. Mr. Waterbury reviewed the material terms of the merger agreement, including the provisions enabling the board to accept a superior proposal, if one should be presented after signing the merger agreement, and terminate the agreement upon the payment of a termination fee. Mr. Waterbury also described the board's fiduciary duties in the

context of considering the proposed offer and noted that the board had previously discussed its fiduciary obligations on a number of prior occasions.

          FASC then delivered its fairness opinion orally to the board of directors, which was confirmed subsequently in writing, that, as of January 14, 2008, and based upon and subject to the assumptions, qualifications and limitations to its opinion, the merger consideration of $12.00 per share to be received by the holders of shares of Manatron common stock pursuant to the merger agreement is fair from a financial point of view.

          The board of directors then unanimously adopted the merger agreement and related documents, and determined to recommend that our shareholders approve the merger agreement, and authorized Mr. Sylvester to execute the documents on behalf of the Company.

          The merger agreement and related documents were executed and delivered by Mr. Sylvester on the afternoon of January 14, 2008, Manatron contacted NASDAQ that afternoon as well, and Manatron issued a press release prior to the opening of the stock market on January 15, 2008.

          Beginning shortly thereafter and continuing through January, the Company began preparing the preliminary proxy statement to be filed with the SEC in connection with the merger.

          On January 23, 2008, both TCB and Manatron delivered HSR filings to the Federal Trade Commission and the Antitrust Division of the Department of Justice in accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

          On January 29, the Company filed with the SEC its preliminary proxy statement for the special meeting of shareholders to be held on March 28, 2008.

Recommendation of the Board of Directors

          Our board of directors has unanimously adopted the merger agreement and related documents, and determined that the merger, on the terms and conditions set forth in the merger agreement, is fair to, advisable and in the best interests of the Company and its shareholders. As described below under "Other Agreements-Voting Agreements," each of the Company's directors and executive officers has agreed to vote all shares of Manatron common stock that he or she currently holds and subsequently acquires in favor of the adoption of the merger agreement. Our board of directors considered a number of factors, as more fully described above under "The Merger-Background of the Merger" and below under "The Merger-Reasons for the Board's Recommendation," in determining to recommend that the shareholders adopt the merger agreement. Our board of directors recommends that you vote FOR the adoption of the merger agreement.

Reasons for the Board's Recommendation

          After careful consideration, the board of directors unanimously determined that the merger and the merger agreement are fair to, advisable and in the best interests of the Company and our shareholders. Our board of directors unanimously adopted the merger agreement and has recommended that our shareholders vote "FOR" the adoption of the merger agreement. In the course of reaching its decision to recommend that our shareholders vote "FOR" the approval of the merger agreement, our board of directors consulted with its financial and legal advisors, and reviewed a significant amount of information and considered a number of factors, including the following:

          The board also considered a variety of potentially negative factors concerning the merger agreement and the merger, including the following factors which are not listed in any relative order of importance:

          The foregoing discussion of the information and factors considered by the board is not intended to be exhaustive, but includes a number of the factors considered by the board. In view of the wide variety of factors considered by the board, the board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusion. In addition, individual members of the board gave different weight to different factors and viewed some factors more positively or negatively than others. By a unanimous vote, the board adopted the merger agreement and related documents and has recommended that our shareholders approve the merger agreement based upon the totality of the information presented to and considered by it.

Opinion of First Analysis Securities Corporation

          Pursuant to an engagement letter dated December 12, 2007, Manatron retained First Analysis Securities Corporation to render a fairness opinion to its board of directors in connection with the merger. At the special meeting of the board of directors held on January 14, 2008 to consider and adopt the merger agreement, FASC rendered its oral opinion to the board, which was subsequently confirmed in writing, that, as of January 11, 2008 and based upon and subject to the various considerations set forth in the opinion, the merger consideration to be received by Manatron's shareholders of common stock in the merger was fair, from a financial point of view, to Manatron's shareholders of common stock.

          Attached as Annex B to this proxy statement is the full text of FASC's written opinion dated January 14, 2008. This opinion sets forth the assumptions made, matters considered and limits on the review undertaken. Manatron's shareholders of common stock are urged to read the opinion in its entirety. FASC addressed its opinion to Manatron's board of directors. The opinion addressed only the merger consideration to be paid in the merger and is not a recommendation to any Manatron shareholder of common stock as to how that shareholder of common stock should vote at Manatron's special meeting to be held on March 28, 2008.

Manatron's board of directors did not limit FASC in any way in the investigations it made or the procedures it followed in giving its opinion. In arriving at its opinion, FASC among other things:

          FASC relied upon and assumed, without responsibility for independent verification, the accuracy and completeness of all information that was publicly available or that was furnished to FASC by Manatron or otherwise reviewed by FASC. FASC is not responsible or liable for that information or its accuracy. FASC has not conducted any valuation or appraisal of any assets or liabilities of Manatron, nor have any valuations or appraisals been provided to FASC. In relying on financial analyses and forecasts provided to it, FASC has assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Manatron to which those analyses or forecasts relate. FASC has also assumed that the transaction will have the tax consequences as outlined in its opinion to Manatron's board of directors and that the parties will complete the transaction and other transactions contemplated by the merger agreement as described in the merger agreement. FASC relied as to all legal matters relevant to rendering its opinion upon the advice of its independent counsel.

          The management of Manatron prepared the projections furnished to FASC for Manatron. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Manatron, including, but not limited to, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in the projections.

          As is customary in the rendering of fairness opinions, FASC based its opinion on general economic, market, industry, competitive, monetary and other conditions as in effect on, and the information made available to FASC as of, the date of its opinion. Subsequent developments may affect FASC's opinion, and FASC does not have any obligation to update, revise or reaffirm its opinion.

          In preparing and rendering its opinion, in line with instructions from Manatron's management, FASC did not undertake the following:

          In accordance with customary investment banking practice, FASC employed generally accepted valuation methods in reaching its opinion. FASC also reviewed its opinion in draft form with, and received approval from, its internal Fairness Opinion Review Committee prior to delivery of the opinion to Manatron's board of directors. The following is a summary of the material financial analyses that FASC utilized in providing its opinion, and to the extent that it is based on market data, is based on market data as it existed at January 11, 2008, and is not necessarily indicative of current market conditions.

Summary of Analyses

          Implied Transaction Multiples and Premiums Analysis. FASC calculated the implied equity value of Manatron that will be paid in the merger to be $65.8 million by multiplying the offer price per share equal to $12.00 cash for Manatron's common stock by the total number of shares outstanding, utilizing the treasury method, including net shares issuable upon the exercise of stock options and warrants. FASC then calculated the implied enterprise value of Manatron as a result of the merger to be $67.4 million by adding debt and subtracting cash and equivalents, both of which were pro forma amounts to be outstanding at January 31, 2008, to the implied equity value. For all calculations necessitating fully diluted shares outstanding, FASC utilized a fixed amount of shares outstanding based on a treasury method calculation at the $12.00 cash per share offered price.

          Using the implied enterprise value of $67.4 million, implied equity value of $65.8 million and offered per share price of $12.00 cash per common share, FASC calculated the following implied Enterprise Value multiples of the latest twelve months ("LTM") revenue, run rate revenue (calculated by multiplying the revenue amount for the quarter ended October 31, 2007 by four), projected calendar year 2008 revenue (calculated based on quarterly projections provided by Manatron's management for the four consecutive quarters beginning February 1, 2008 through the quarter ending January 31, 2009), LTM EBITDA (defined as earnings before interest, taxes, depreciation and amortization) and projected calendar year 2008 EBITDA (calculated based on quarterly projection provided by Manatron's management up for the quarter beginning February 1, 2008 through the quarter ending January 31, 2009); implied equity multiples of projected calendar year 2008 (calculated based on quarterly projections provided by Manatron's management for the four consecutive quarters beginning February 1, 2008 through the quarter ending January 31, 2009) earnings per share ("EPS"); and respective per share equity premiums based on the market closing prices as of January 11, 2008:

          Public Comparables Trading Analysis. FASC compared selected financial data of Manatron with certain financial data from publicly traded governmental software, communications and systems companies considered by FASC to be comparable in some respect to Manatron. Criteria for inclusion in the comparison group (the "Comparable Companies") included, among many factors, per share stock price, equity market capitalization, mix of sales attributed to governmental customers, and Manatron's primary product and customer base. Ten governmental software, communications and systems companies were ultimately chosen as Comparable Companies. These were: Federal Signal Corp.; MAXIMUS, Inc.; Nestor, Inc.; NIC, Inc.; SI International, Inc.; SYS; TeleCommunication Systems, Inc.; Tier Technologies, Inc.; TSR, Inc.; and Tyler Technologies, Inc.

          For the Comparable Companies, FASC calculated the Enterprise Value (defined as equity market capitalization plus debt minus cash and cash equivalents) and analyzed this value as a multiple of run rate revenue (calculated by multiplying the revenue amount for the latest reported quarter by four), projected forward year (2008) revenue and projected forward year (2008) EBITDA for the Comparable Companies. Estimated revenue and EBITDA figures were based on a combination of industry standard data sources and published research analyst reports. Such reports include projections compiled by research analysts utilizing only publicly available information and may or may not prove to be accurate. FASC refined the array of multiples for analysis purposes to range from a low of 70.0% of the average respective multiple of the Comparable Companies to a high of 130.0% of the average respective multiple. Based on this refined range, FASC's analysis indicated multiples of run rate revenue that ranged from a low of 1.00x to a high of 1.86x, with an average value of 1.43x; multiples of projected forward year (2008) revenue that ranged from a low of 1.01x to a high of 1.87x, with an average value of 1.44x; and multiples of projected forward year (2008) EBITDA that ranged from a low of 6.28x to a high of 11.67x, with an average value of 8.98x. Additionally, FASC compared the equity value (defined as current stock price multiplied by fully diluted shares outstanding utilizing the treasury method) of the Comparable Companies as a multiple of the forward year (2008) earnings per share ("EPS"). Again, FASC refined the array of multiples for analysis purposes to range from a low of 70.0% of the average respective multiple of the Comparable Companies to a high of 130.0% of the average respective multiple. Based on this refined range, FASC's analysis indicated multiples of EPS that ranged from a low of 12.30x to a high of 22.84x, with an average value of 17.57x.

          For run rate revenue, FASC applied the above-mentioned refined range of multiples to projected annualized run rate revenue of $47.2 million, subsequently subtracting debt and adding cash, in order to determine Manatron's implied equity value. The multiples implied an equity value for Manatron of $45.7 to $86.2 million, or $8.33 to $15.73 per common share. For the forward year (2008), FASC applied the above-mentioned multiples to projected revenue of $53.7 million, subsequently subtracting debt and adding cash, in order to determine Manatron's implied equity value. These multiples implied an equity value for Manatron of $52.4 to $98.7 million, or $9.56 to $18.00 per common share. For the forward year (2008), FASC applied the above-mentioned multiples to projected EBITDA of $8.5 million, subsequently subtracting debt and adding cash, in order to determine Manatron's implied equity value. These multiples implied an equity value for Manatron of $51.8 to $97.7 million, or $9.45 to $17.81 per common share. For the forward year (2008), FASC applied the above-mentioned multiples to projected EPS of $0.62 cents per common share, multiplied by Manatron's fully diluted shares outstanding, in order to determine Manatron's implied equity value. These multiples implied an equity value for Manatron of $41.8 to $77.7 million, or $7.63 to $14.16 per common share. In aggregate, the Public Comparables Trading Analysis implied equity values ranging from $41.8 to $98.7 million, or $7.63 to $18.00 per common share. FASC noted the equity value to be paid for all of Manatron's common shares and stock options and warrants outstanding as of the closing date of $65.8 million, or $12.00 cash per common share, was within this range.

          Precedent Transactions Analysis. FASC reviewed the following 25 selected merger and acquisition transactions (the "Precedent Transactions") in the governmental software, communications and systems industry since January of 2005:

          Criteria for inclusion in the analysis included, among many factors, primary products and markets of the acquired company, mix of sales attributed to governmental software systems and transaction values between $1.0 and $125.0 million. FASC compared the transaction value of the acquired company as a multiple of LTM Revenue and LTM EBITDA. FASC refined the array of multiples for analysis purposes to range from a low of 70.0% of the average respective multiple of the Precedent Transactions to a high of 130.0% of the average respective multiple. Based on the refined range, FASC's analysis of the transaction value of the Precedent Transactions indicated multiples of LTM Revenue ranging from a low of 1.07x to a high of 1.98x, with an average value of 1.52x, while the transaction value of Precedent Transactions indicated multiples of LTM EBITDA that ranged from a low of 9.87x to a high of 18.33x, with an average value of 14.10x.

          For the Precedent Transactions, FASC applied Manatron's LTM revenue of $42.6 million to the above-mentioned multiples, subsequently subtracting debt and adding cash, in order to determine Manatron's implied equity value. The multiples implied an equity value for Manatron of $43.8 to $82.7 million, or $7.99 to $15.09 per common share. FASC also applied Manatron's LTM EBITDA of $4.5 million to the above-mentioned multiples, subsequently subtracting debt and adding cash, in order to determine Manatron's implied equity value. The multiples implied an equity value for Manatron of $43.3 to $81.8 million, or $7.89 to $14.91 per common share. In aggregate, the Precedent Transactions Analysis implied equity values ranging from $43.3 to $82.7 million, or $7.89 to $15.09 per common share. FASC noted the implied equity value to be paid for all of Manatron's common shares and stock options and warrants outstanding as of the closing date of $65.8 million, or $12.00 cash per common share, was within this range.

          Premiums Paid Analysis. FASC reviewed the following 24 selected merger and acquisition transactions (the "Premiums Transactions") of publicly traded companies in the software industry since January of 2005:

          Criteria for inclusion in the analysis included, among many factors, publicly held status of the targeted company, target companies operating in the software and systems sector and transaction values between $10.0 and $150.0 million. FASC considered the premiums offered relative to the acquired company's spot stock price one day, one week and four weeks, respectively, prior to the announcement of the transactions. FASC refined the array of multiples for analysis purposes to range from a low of 70.0% of the average respective premium of the Premiums Transactions to a high of 130.0% of the average respective premium. Based on the refined range, the premium offered in these Premiums Transactions ranged from (i) a low of 22.0% to a high of 40.9% with an average of 31.5% based on the spot stock price one day prior to the date of announcement, (ii) a low of 26.4% to a high of 49.0% with an average of 37.7% based on the spot stock price one week prior to the date of announcement, and (iii) a low of 26.2% to a high of 48.6% with an average of 37.4% based on the spot stock price four weeks prior to the date of announcement.

          Applying Manatron's fully diluted shares outstanding and these premiums to (i) Manatron's closing spot stock price one day prior to the date of announcement of the Merger implied an equity value ranging from $58.1 to $67.1 million, or $10.59 to $12.23 per common share; (ii) Manatron's closing spot stock price one week prior to the date of announcement of the Merger implied an equity value ranging from $59.3 to $69.9 million, or $10.81 to $12.74 per common share; and (iii) Manatron's closing spot stock price four weeks prior to the date of announcement of the Merger implied an equity value ranging from $60.2 to $70.9 million, or $10.98 to $12.93 per common share. In aggregate, the Premiums Paid Analysis implied equity values ranging from $58.1 to $70.9 million, or $10.59 to $12.93 per common share. FASC noted the equity value to be paid for all of Manatron's common shares and stock options and warrants outstanding as of the closing date of $65.8 million, or $12.00 cash per common share, was within this range.

          Discounted Cash Flow Analysis. FASC prepared a discounted free cash flow analysis based on financial projections for Manatron provided, and agreed to, by Manatron's management and reviewed by FASC as to the assumptions and reasonableness of those projections. FASC calculated the estimated free cash flows of Manatron

based on the unlevered operating income adjusted for (i) taxes at 38%; (ii) certain projected non-cash items (e.g., depreciation and amortization); (iii) projected capital expenditures; and (iv) changes in working capital. FASC then calculated a net present value of free cash flows for Manatron for the fiscal years ended April 30, 2008 through 2012, along with terminal values based on (a) free cash flow growth into perpetuity and (b) multiples of 2012 projected EBITDA. Free cash flow for fiscal year 2008 only reflected projected free cash flow for the four months ending April 30, 2008, due to the timing of the announcement. The analysis utilizing discount rates ranging from 14.0% to 18.0% and free cash flow perpetuity growth rates ranging from 4.0% to 7.0% implied equity values ranging from $42.2 to $83.6 million, or $7.69 to $15.25 per common share. The analysis utilizing discount rates ranging from 14.0% to 18.0% and terminal EBITDA multiples ranging from 7.0x to 10.0x implied equity values ranging from $59.3 to $91.1 million, or $10.82 to $16.62 per common share. In aggregate, the Discounted Cash Flow Analysis implied equity values ranging from $42.2 to $91.1 million, or $7.69 to $16.62 per common share. FASC noted the implied equity value to be paid for all of Manatron's common shares and stock options and warrants outstanding as of the closing date of $65.8 million, or $12.00 cash per common share, was within this range.

          Although FASC undertook other analyses in connection with the delivery of its opinion, the foregoing is a summary of the material analyses and data presented by FASC. It should be noted that no company utilized in the Public Comparables Trading Analysis is identical to Manatron, nor are any of the transactions utilized in both the Precedent Transactions Analysis and Premiums Paid Analysis identical to the merger. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analyses or summary description. FASC believes that its opinion, this summary and its analyses must be considered as a whole. Selecting portions of this summary and these analyses, without considering the analyses as a whole, could create an incomplete view of the processes underlying the analyses and opinion. In arriving at its opinion, FASC considered the results of all of the analyses as a whole. No single factor or analysis was determinative of FASC's fairness determination. Rather, the totality of the factors considered and analyses performed operated collectively to support its determination. FASC based the analyses on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions, which impact growth rates, labor costs and price competition and industry-specific factors. FASC's analyses are not necessarily indicative of actual values or actual future results that Manatron might achieve, which values may be higher or lower than those indicated. FASC's analyses also do not necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, these forecasts and analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Therefore, none of Manatron, FASC or any other person assumes responsibility if future results are materially different from those forecasted.

          FASC received a fee for rendering its fairness opinion. In addition, Manatron has agreed to indemnify FASC against certain liabilities arising out of its engagement. FASC has also not previously provided any investment banking or other financial services to Manatron for which FASC has received compensation, including advising Manatron on prior acquisitions or share repurchases, other than an engagement fee received upon signing of the engagement letter on December 12, 2007. As a part of its investment banking business, FASC and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers, acquisitions and other transactions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for estate, corporate and other purposes. FASC was selected to render its opinion to the Board of Directors of Manatron with respect to the transaction on the basis of its experience and familiarity with Manatron. FASC is not affiliated with and has no relationships that it believes would give rise to any material conflicts of interest with any parties to the merger agreement. In the ordinary course of their businesses, FASC and its affiliates may actively trade the debt and equity securities of Manatron for their own accounts or for the accounts of customers and, accordingly, they may hold long and/or short positions in those securities at any given time.

          THE FULL TEXT OF FASC'S OPINION, WHICH SETS FORTH THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITS ON THE REVIEW UNDERTAKEN, IS ATTACHED AS ANNEX B TO THIS PROXY STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE. FASC'S OPINION IS ADDRESSED ONLY TO THE MANATRON BOARD OF DIRECTORS AND IS DIRECTED ONLY TO THE MERGER CONSIDERATION TO BE RECEIVED IN THE MERGER BY

THE HOLDERS OF MANATRON SHARES OF COMMON STOCK AND DOES NOT CONSTITUTE A RECOMMENDATION AS TO HOW YOU SHOULD VOTE AT THE SPECIAL MEETING.

Source of Funds

          TCB has advised us that they intend to source the approximate $66 million needed to consummate the merger through a combination of equity and debt. The equity will include approximately $35 million in cash equity contributions from Thoma Cressey Fund VIII, L.P.

Equity Financing

          TCB has provided us with an equity commitment letter whereby Thoma Cressey Fund VIII, L.P. has committed to capitalize Manatron Holdings, Inc. with an aggregate equity contribution of not more than $35 million. The equity commitment is subject to certain conditions, including execution of customary financing documentation; funding of the debt financing commitments made by Wells Fargo and the consummation of the merger. However, such conditions do not apply up to the $2 million termination fee that Parent may be required to pay to Manatron if it terminates the merger agreement under certain circumstances

Debt Financing

          TCB has received a debt commitment letter from Wells Fargo Foothill, LLC ("Wells Fargo") to provide, subject to the conditions described below, TCB with a senior secured credit facility of up to $40 million for the purpose of: (i) financing a portion of the merger consideration; (ii) refinancing certain existing indebtedness of the Company; (iii) financing working capital, capital expenditures, and the general corporate purposes of the Company and its subsidiary; and (iv) financing costs, fees and expenses associated with the merger.

          The documentation governing the senior secured credit facility has not been finalized, and, accordingly, their actual terms may differ from those described below.

Conditions of the Debt Commitment Letter

          The availability of the senior secured credit facility is subject to, among other things, certain conditions precedent, including:

          The debt commitment letter defines "material adverse change" as any change, event, violation, inaccuracy effect or circumstance that is or could reasonably expected to be materially adverse to the business, operations, properties, financial condition, assets or liabilities of the Company and its subsidiary taken as a whole or prevent or materially delay the performance by the Company or its subsidiary of any of its obligations under the loan documents, the merger agreement or the consummation of the merger or Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the Company as the survivor of the merger and its subsidiary taken as a whole.

          The following occurring after the date of the debt commitment letter, alone or in combination, will not be deemed to constitute, nor be taken into account in determining whether there has been a material adverse change: (i) any change in Manatron's stock price or trading volume in and of itself (this exception will not affect a

determination that any change, event, circumstance, development or effect underlying such decrease has resulted in or contributed to a material adverse change); (ii) any change in law (to the extent Manatron is not disproportionately affected relative to similarly situated companies in the industry) or generally accepted accounting principles; (iii) any failure of Manatron to meet published revenue or earnings projections; (iv) any effect that results from changes affecting general United States or worldwide economic or capital market conditions (to the extent such effect is not disproportionate with respect to Manatron in any material respect); (v) any effect caused by an impact to Manatron's relationships with its employees, customers or suppliers directly attributable to the announcement of the merger; (vi) any shareholder class action litigation arising from allegations of a breach of fiduciary duty relating to the merger agreement; (vii) any declaration of war, military crisis or conflict, civil unrest, act of terrorism or act of God; or (viii) any acts taken with the written consent of Parent, provided that Wells Fargo's prior written consent has been obtained.

Senior Secured Credit Facility

          The borrower under the senior secured credit facility will be Manatron Merger Sub, Inc., and, following the completion of the merger, the Company as the surviving corporation. Manatron Holdings, Inc. and the Company's present and future subsidiaries (other than certain foreign subsidiaries) will be guarantors under the senior secured credit facility. The senior secured credit facility will have a maximum credit amount of $40 million and will include a revolving line of credit (the "Revolver") and a term loan. The Revolver will be available up to a maximum aggregate amount outstanding not to exceed $5 million. Upon the closing date, Wells Fargo and other lenders designated by Wells Fargo will provide an amount up to $35 million, but not more than 5.5 times the Company's trailing 12 months pro forma EBITDA for the most recently completed 12-month period ended no more than 45 days prior to the closing date. The loans will have a term of six years.

          Wells Fargo Foothill, LLC, has been appointed the sole lead arranger and sole bookrunner for the senior secured credit facility. Although Wells Fargo has committed to provide the entire amount of the senior secured credit facility (subject to the conditions described above), it intends to syndicate all or a portion of the facilities to additional lenders, which syndication may take place either prior to or after completion of the merger.

          At the borrower's option, loans under the senior secured credit facility will bear interest based on either the Base Rate (the prime lending rate as publicly announced from time to time by Wells Fargo Bank, N.A.) or the LIBOR Rate (the London interbank offered rate) plus, in each case, an applicable margin. The initial applicable margin in respect of the loans under the senior secured credit facility is expected to be 3.00% in the case of Base Rate loans and 4.25% in the case of LIBOR loans commencing on the closing date through two full quarters following the closing date, and after such period the applicable margins will be subject to potential decrease pursuant to a leverage-based pricing grid.

          In addition, the borrower will pay customary commitment fees, letter of credit fees, a closing fee, unused Revolver fee, administration fee, servicing fee and audit, appraisal and examination fees.

          The obligations of the borrower and the guarantors under the senior secured credit facility will be secured by a first priority perfected security interest in substantially all of the borrower's and guarantors' now owned or hereafter acquired property and assets, including, but not limited to, inventory, accounts, equipment, chattel paper, documents, instruments, copyrights (which shall be registered with the U.S. Copyright office), trademarks, and patents and related rights, general intangibles, deposit accounts, cash and cash equivalents, real property (other than leased real property), and investment property (including a first priority perfected security interest in all of the capital stock of (or other ownership interests in) each of Manatron Holdings, Inc.'s subsidiaries that are loan parties) and all proceeds and products thereof; provided that only 65% of the capital stock of (or other ownership interests in) first tier foreign subsidiaries of the loan parties shall be required to be pledged if the pledge of a greater percentage could be expected to result in adverse tax consequences that would exceed a to be agreed-upon amount.

          The senior secured credit facility will contain customary representations and warranties and customary affirmative and negative covenants. The borrower will also be subject to certain financial covenants, including minimum fixed charge coverage ratios, minimum level of maintenance revenues and maximum leverage ratios. Finally, the senior credit facility will also include customary events of default.

Guaranty

          In connection with the merger agreement, Thoma Cressey Fund VIII, L.P., an affiliate of TCB, has guaranteed, subject to a maximum aggregate liability of $2 million, that Parent and Manatron Merger Sub, Inc. will promptly and completely pay and perform their obligations under the merger agreement. The guaranty by Thoma Cressey Fund VIII, L.P. terminates immediately following completion of the merger. Our recourse against Thoma Cressey Fund VIII, L.P. pursuant to the guaranty is our sole and exclusive remedy against the entity or any of its affiliates (other than Parent and Manatron Merger Sub, Inc.) with respect to the liabilities or obligations arising under, or in connection with, the merger agreement and the merger.

Financial Interests of Certain Persons in the Merger

          In considering the recommendation of our board of directors with respect to the merger agreement, shareholders should be aware that our directors and executive officers may have, interests in the merger that are different from, and/or in addition to, those of our shareholders generally. These interests may create potential conflicts of interest. Our board of directors was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to adopt the merger agreement and to recommend that our shareholders vote in favor of approving the merger agreement.

Stock Options

          Pursuant to the merger agreement, each of the outstanding stock options under our equity incentive plans, whether or not exercisable, will be accelerated and become exercisable in full immediately prior to the effective time of the merger. At the effective time of the merger, such outstanding stock options will be canceled in consideration for a cash payment, without interest and less any applicable withholding taxes, equal to the product of (i) the excess, if any, of $12.00 over the per share exercise price for the option, multiplied by (ii) the number of shares of our common stock that the option holder could have purchased (assuming full vesting) upon full exercise of that option immediately prior to completion of the merger.

          Our current directors and executive officers holding in-the-money options will receive cash payments at the closing of the merger in approximate amounts (before withholding) indicated in the following table:

Restricted Stock

          All outstanding shares of restricted Manatron common stock will accelerate and become fully vested immediately prior to the completion of the merger, and any repurchase option will lapse, after which each such share will be converted into the right to receive $12.00 in cash, without interest, less applicable withholding taxes. The following table summarizes the restricted stock awards held by the Company's directors and executive officers as of January 28, 2008 that will vest upon completion of the merger, and the approximate consideration that each of them will receive pursuant to the merger agreement for such awards:

Change in Control Benefits and Severance Benefits

          Upon the completion of the merger, Mr. Sylvester will be entitled to a certain change-in-control payment pursuant to his employment agreement with the Company, dated as of October 11, 2007. The change-in-control payment is based on the following formula:

          Based on the above formula, within ten days upon completion of the merger, Mr. Sylvester will receive approximately $180,000.

          The following table shows the total approximate amount of all severance payments for Messrs. Sylvester and Peat and Ms. Inosencio assuming the merger is completed. It is expected that these individuals will not continue employment with the surviving corporation. The amounts listed in the table do not include the cash payments for in-the-money options, restricted stock or Mr. Sylvester's change-in-control payment. The amounts related to stock options and restricted stock are included in the tables set forth above under the headings, "Stock Options" and "Restricted Stock."

Krista L. Inosencio's Employment Agreement

          Ms. Inosencio's employment agreement provides that if her employment is terminated by the Company without Cause, or if she resigns for Good Reason (each as defined in the employment agreement) the Company will continue to pay her salary and benefits (to the extent permitted by the Company's benefit plans and subject to her continuing payment of the normal employee contribution) for a period of one year. The employment agreement prohibits Ms. Inosencio from competing with the Company or becoming associated with a Competitive Entity (as defined in the employment agreement), from soliciting active customers, and from soliciting employees to leave the Company, for 12 months after termination of her employment.

          To be eligible for these payments, Ms. Inosencio must sign a general release of claims against Manatron, its affiliated companies, and their officers, directors, employees owners and agents.

          If the merger is completed Ms. Inosencio's employment will terminate within 180 days after the merger and she will receive the above payments, subject to signing a general release of claims.

Randall L. Peat's Employment Agreement

          Mr. Peat's employment agreement provides that if his employment is terminated by the Company without Cause or if he resigns for Good Reason (each as defined in the employment agreement) the Company will continue to pay his salary and benefits (to the extent permitted by the Company's benefit plans and subject to his continuing payment of the normal employee contribution) for a period of two years after termination of his employment.

          To be eligible for these payments, Mr. Peat must sign a general release of claims against Manatron, its affiliated companies, and their officers, directors, employees owners and agents. The payments will end if Mr. Peat competes with the Company, becomes associated with a Competing Entity (as defined in the employment agreement), solicits active customers, or attempts to induce employees to leave the Company.

          If the merger is completed Mr. Peat's employment will terminate when the merger takes effect and he will receive the above payments, subject to signing a general release of claims.

Paul R. Sylvester's Employment Agreement

          Mr. Sylvester's employment agreement provides that if his employment is terminated by the Company without Cause or if he resigns for Good Reason (each as defined in the employment agreement) the Company will continue to pay his salary and benefits (to the extent permitted by the Company's benefit plans and subject to his continuing payment of the normal employee contribution for health, disability, dental and life) for a period of two years. Mr. Sylvester's employment agreement also provides that if Mr. Sylvester has to procure substitute benefits for those that may not be continued under the terms of applicable benefit plan, Manatron will reimburse him for the cost of those substitute benefits.

          To be eligible for these payments, Mr. Sylvester must sign a general release of claims against Manatron, its affiliated companies, and their officers, directors, employees owners and agents. The payments will end if Mr. Sylvester becomes associated with a Competing Entity (as defined in the employment agreement), solicits active customers or solicits employees to leave the Company.

          If the merger is completed Mr. Sylvester's employment will terminate when the merger takes effect and he will receive the above payments, subject to signing a general release of claims.

          Mr. Sylvester's Employment Agreement also provides for the change in control payment described above. If the merger is completed Mr. Sylvester will receive this payment within ten days after the merger takes effect.

Equity Interests in Surviving Corporation

          Messrs. McKinzie, Stephens and Ulanski and Ms. Gephart will be entitled upon completion of the merger to invest in shares of capital stock of Manatron Holdings, Inc. on the same terms as the other investors in Manatron Holdings, Inc.

Indemnification and Insurance

          As a condition to the consummation of the merger, Parent or the surviving corporation is required to obtain a directors' and officers' insurance policy that provides for coverage for acts or omissions of the existing directors and executive officers of the Company occurring prior to the effective time of the merger. As the surviving corporation, Manatron is also required after completion of the merger to maintain this insurance policy and certain indemnification policies applicable to such existing directors and executive officers of the Company for a period of

six years following the effective time of the merger. See "Proposal No. 1-The Merger Agreement-Indemnification" beginning on page 49.

Positions with the Surviving Corporation

          G. William McKinzie, our current President and Chief Operating Officer, will become President and Chief Executive Officer of the surviving corporation effective upon completion of the merger. We expect that Mary N. Gephart, Early L. Stephens and Marty A. Ulanski, our Vice President of Human Resources and Administration, Chief Technology and Marketing Officer, and Executive Vice President of Sales and Business Development, respectively, will retain their current employment agreements with the surviving corporation after the completion of the merger and that each will continue to serve in such positions with the surviving corporation following the merger.

Fees and Expenses of the Merger

          We estimate that we will incur, and will be responsible for paying, transaction-related fees and expenses, consisting primarily of financial advisory fees, SEC filing fees, HSR Act filing fees, fees and expenses of attorneys and accountants and other related charges, totaling approximately $550,500. This amount includes the following estimated fees and expenses:

          None of the costs and expenses described above are to be borne by the surviving corporation or will reduce the $12.00 per share merger consideration payable to our shareholders.

          In addition, if the merger agreement is terminated under certain circumstances, we could be obligated to pay a termination fee of $2 million plus up to $250,000 of Parent's reasonable and accountable out-of-pocket expenses, as more fully described under "Proposal No.1-Merger Agreement-Fees and Expenses."

Material U.S. Federal Income Tax Consequences

          The following discusses, subject to the limitations stated below, the material U.S. federal income tax consequences of the merger to U.S. holders of Manatron common stock whose shares of common stock are converted into the right to receive cash pursuant to the merger (whether upon the receipt of the merger consideration or pursuant to the proper exercise of appraisal rights). Non-U.S. holders of our common stock may have different tax consequences than those described below and are urged to consult their tax advisors regarding the tax treatment to them under U.S. and non-U.S. tax laws. We base this summary on the provisions of the Internal Revenue Code of 1986, or the "Code," applicable current and proposed U.S. Treasury Regulations, judicial authority, and administrative rulings and practice. All of the above are subject to change, possibly on a retroactive basis, and we do not undertake to advise you of any changes in applicable laws that occur after the date of the merger.

          This summary does not address all aspects of U.S. federal income taxation that may be relevant to particular shareholders in light of their individual circumstances, nor to certain types of holders who are subject to special treatment under the federal income tax laws, such as tax-exempt organizations; insurance companies; financial institutions; persons subject to alternative minimum tax; broker-dealers; persons who do not hold their shares of Manatron common stock as a capital asset; persons who hold stock as part of a hedge, appreciated financial position, straddle or conversion transactions; persons whose functional currency is not the United States dollar; persons who acquired their Manatron common stock pursuant to the exercise of employee stock options or otherwise as compensation; and persons who are not U.S. holders. In addition, the following discussion does not address foreign, state or local tax considerations, the tax consequences of transactions effected before or subsequent

to or concurrently with the merger (whether or not these transactions are in connection with the merger). Accordingly, holders of shares of Manatron common stock are urged to consult their own tax advisors regarding the tax consequences of the merger in light of their particular circumstances, including the applicable federal, state, local and foreign tax laws.

          For purposes of this discussion, the term "U.S. holder" means a beneficial owner of Manatron common stock that is:

          The U.S. federal income taxes of a partner in a partnership holding our common stock will depend on the status of the partner and the activities of the partnership. Partners in a partnership holding shares of our common stock should consult their own tax advisors.

          The receipt of cash pursuant to the merger by U.S. holders of our common stock will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder of our common stock will recognize a gain or loss equal to the difference between:

          Such gain or loss will be a capital gain or loss. If the holding period of the common stock surrendered in the merger is greater than one year as of the date of the merger, the gain or loss on that stock will be long-term capital gain or loss. The deductibility of a capital loss recognized on the exchange is subject to limitations under the Code. Certain U.S. holders, including individuals, are eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. If you acquired different blocks of our common stock at different times and different prices, you must calculate your gain or loss and determine your adjusted tax basis and holding period separately with respect to each block of our common stock.

          Under the Code, as a U.S. holder of our common stock, you may be subject to information reporting on the cash received pursuant to the merger unless an exemption applies. Backup withholding may also apply (currently at a rate of 28%) with respect to the amount of cash received pursuant to the merger. In general, backup withholding is not required if you provide us with a valid taxpayer identification number, and otherwise comply with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against your U.S. federal income tax liability, if any, provided that you furnish the required information to the Internal Revenue Service in a timely manner.

Accounting Treatment

          The merger is intended to be accounted for as a purchase under U.S. generally accepted accounting principles ("GAAP"). Accordingly, it is expected that the basis of Manatron in its assets and liabilities will be adjusted to fair market value on completion of the merger, including the establishment of goodwill.

Regulatory Approvals

          The Hart-Scott-Rodino Antitrust Improvements Act of 1976 and related rules, or the "HSR Act," provide that transactions, such as the merger, may not be completed until certain information has been submitted to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice and specified waiting period requirements have been satisfied. Manatron and TCB completed the required filings with the Antitrust Division of the Department of Justice and the Federal Trade Commission on January 23, 2008.

          At any time before or after completion of the merger, the Antitrust Division of the Department of Justice or the Federal Trade Commission may, however, challenge the merger on antitrust grounds. Private parties could take antitrust action under the antitrust laws and seek an injunction prohibiting or delaying the merger, divestiture or damages under certain circumstances. Additionally, at any time before or after completion of the merger, notwithstanding the expiration or termination of the applicable waiting period, any state could take action under its antitrust laws as it deems necessary or desirable in the public interest. There can be no assurance that a challenge to the merger will not be made or that, if a challenge is made, Manatron and Manatron Merger Sub, Inc. will prevail.

          Except as noted above with respect to the required filings under the HSR Act and the filing of a certificate of merger in Michigan at or before the effective date of the merger, we are unaware of any material federal, state or foreign regulatory requirements or approvals required for the execution of the merger agreement or completion of the merger.

THE PARTIES TO THE MERGER

Manatron, Inc.

Manatron, Inc.
510 East Milham Avenue
Portage, Michigan 49002
Telephone: (269) 567-2900

          We are a Michigan corporation with our principal executive offices at 510 East Milham Avenue, Portage, Michigan 49002. Our telephone number is (269) 567-2900. We were founded in 1969 as a partnership and incorporated in Michigan in 1972.

          We are the nation's leading provider of integrated, enterprise-level property tax systems and services for state and local government. Manatron's software and services enable state and local governments to maintain and update real and personal property values, create assessment and tax rolls, produce property tax bills, collect property tax payments, manage delinquent accounts, administer tax sales of property, provide Internet access to property information and conduct certain transactions such as the payment of property taxes over the Internet.

Manatron Merger Sub, Inc.

Manatron Merger Sub, Inc.
c/o Thoma Cressey Bravo, Inc.
600 Montgomery Street, 32nd Floor
San Francisco, California 94111
Telephone: (415) 263-3660

          Manatron Merger Sub, Inc. was incorporated in Michigan on January 8, 2008 by Manatron Intermediate Holdings, Inc. solely for the purpose of completing the merger and the related transactions. Manatron Merger Sub, Inc. has not participated in any activities to date other than activities incident to its formation and the transactions contemplated by the merger agreement. In connection with the merger, Manatron Merger Sub, Inc. will be merged with and into Manatron and its separate existence will cease. As of the date of this proxy statement, Manatron Intermediate Holdings, Inc. is the sole shareholder of Manatron Merger Sub, Inc.

Manatron Intermediate Holdings, Inc.

Manatron Intermediate Holdings, Inc.
c/o Thoma Cressey Bravo, Inc.
600 Montgomery Street, 32nd Floor
San Francisco, California 94111
Telephone: (415) 263-3660

          Manatron Intermediate Holdings, Inc., which we refer to in this proxy statement as Parent, is an affiliate of Thoma Cressey Bravo, Inc., and was incorporated in Delaware on January 7, 2008. Manatron Intermediate Holdings, Inc. has not participated in any activities to date other than activities incident to its formation and the transactions contemplated by the merger agreement. In connection with the merger, Manatron Merger Sub, Inc. will merge with and into the Company, and the Company will survive as a wholly-owned subsidiary of Manatron Intermediate Holdings, Inc.

OTHER PARTICIPANTS

Thoma Cressey Bravo, Inc.

Thoma Cressey Bravo, Inc.
600 Montgomery Street, 32nd Floor
San Francisco, California 94111
Telephone: (415) 263-3660

          Thoma Cressey Bravo, Inc., which we refer to in this proxy statement as TCB, is a Delaware corporation and its principal business is investing in strategic business opportunities, principally in the information technology, healthcare, business services and consumer products and services fields. Thoma Cressey Bravo, Inc. (formerly known as Thoma Cressey Equity Partners, Inc.) was formed in the state of Delaware on December 19, 1997. In connection with the merger, TCB formed Manatron Holdings, Inc. to hold all of the shares of Parent. The managing partners of Thoma Cressey Bravo, Inc. are Carl D. Thoma, Bryan C. Cressey, David J. Mayer, Lee M. Mitchell and Orlando Bravo.

Manatron Holdings, Inc.

Manatron Holdings, Inc.
c/o Thoma Cressey Bravo, Inc.
600 Montgomery Street, 32nd Floor
San Francisco, California 94111
Telephone: (415) 263-3660

          Manatron Holdings, Inc. is an affiliate of Thoma Cressey Bravo, Inc., and was incorporated in Delaware on January 7, 2008, solely for the purpose of holding the shares of Manatron Intermediate Holdings, Inc. Manatron Holdings, Inc. has not participated in any activities to date other than activities incident to its formation and the transactions contemplated by the merger agreement. Manatron Holdings, Inc. is the sole stockholder of Manatron Intermediate Holdings, Inc.

CURRENT EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

          The directors and executive officers of Manatron, the date they became director or executive officer, their current occupation and their material employment during the last five years, as of January 14, 2008, are as follows:

THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

          This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held on Friday, March 28, 2008, at 10:00 a.m., local time, at Western Michigan University's Fetzer Center in Kalamazoo, Michigan. The purpose of the special meeting is for our shareholders to consider and vote upon a proposal to approve the merger agreement, to adjourn the meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger agreement and to act upon other matters and transact other business, as may properly come before the meeting. A copy of the merger agreement is attached to this proxy statement as Annex A. This proxy statement, the notice of the special meeting and the enclosed form of proxy are first being mailed to our shareholders on or about February 21, 2008.

Record Date, Quorum and Voting Power

          You are entitled to vote at the special meeting if you owned shares of Manatron common stock at the close of business on February 14, 2008, the record date for the special meeting. Each outstanding share of Manatron common stock on the record date entitles the holder to one vote on each matter submitted to shareholders for approval at the special meeting. As of the close of business on the record date, there were 5,120,774 shares of Manatron common stock entitled to be voted at the special meeting.

          The holders of a majority of the outstanding common stock on the record date, represented in person or by proxy, will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established.

Required Vote

          For us to complete the merger, shareholders holding at least a majority of the shares of Manatron common stock outstanding at the close of business on the record date must vote "FOR" the approval of the merger agreement. The proposal to adjourn the meeting, if necessary, to solicit additional proxies requires the affirmative vote of a majority of the shares present and entitled to vote on the matter at the special meeting.

          In order for your shares of Manatron common stock to be included in the vote, if you are a shareholder of record, you must cause your shares to be voted by returning the enclosed proxy as indicated on the proxy card, or by voting in person at the special meeting.

          If your shares are held in "street name" by your broker, you should instruct your broker how to vote your shares using the instructions provided by your broker. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker and they can give you directions on how to vote your shares. A broker non-vote generally occurs when a broker, bank or other nominee holding shares on

your behalf does not vote on a proposal because the nominee has not received your voting instructions and lacks discretionary power to vote the shares. Broker non-votes and abstentions will not count as votes cast on a proposal, but will count for the purpose of determining whether a quorum is present.

          Broker non-votes and abstentions will have the same effect as a vote against the approval of the merger agreement. Abstentions will also have the same effect as a vote against the adjournment of the meeting. Broker non-votes will not have an effect on the vote with respect to the adjournment.

Voting by Directors and Executive Officers

          As of February 14, 2008, the record date, the directors and executive officers of Manatron held and are entitled to vote, in the aggregate, 1,050,745 shares of Manatron common stock, representing approximately 20.5% of the outstanding shares of Manatron common stock. All of Manatron's directors and executive officers have entered into voting agreements described elsewhere in this proxy statement. Pursuant to the voting agreements, the directors and executive officers have agreed to vote, or cause to be voted or consented, all of his or her shares of Manatron common stock currently held or subsequently acquired, if any, in favor of the approval of the merger agreement. As of the record date, the voting agreements executed by the directors and executive officers cover an aggregate of 1,050,745 shares of Manatron common stock, representing approximately 20.5% of the outstanding shares of Manatron common stock. In addition to the shares the directors and executive officers have agreed to vote in favor of approval of the merger agreement pursuant to the voting agreements, the affirmative vote of holders of Manatron common stock representing at least 1,509,643 shares of Manatron common stock, or approximately 29.5% of the outstanding shares of Manatron common stock, will be required to approve the merger agreement.

Proxies; Revocation

          If you submit a signed proxy as indicated on the proxy card, your shares will be voted at the special meeting in accordance with the instructions given. If no instructions are indicated on your signed proxy card, your shares will be voted "FOR" the approval of the merger agreement and "FOR" adjournment of the meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger agreement, and in accordance with the recommendations of the board of directors on any other matters properly brought before the meeting for a vote.

          You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must either advise our Corporate Secretary in writing or deliver a new proxy, in each case dated after the date of the proxy you wish to revoke, or attend the special meeting and vote your shares in person. Attendance at the special meeting will not by itself constitute revocation of a proxy.

          If you have instructed your broker to vote your shares, the above-described options for revoking your proxy do not apply and instead you must follow the directions provided by your broker to change these instructions.

          Manatron does not expect that any matter other than the proposal to approve the merger agreement will be brought before the special meeting (other than adjournment of the meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement). If, however, another matter is properly presented at the special meeting or any adjournment or postponement of the special meeting, the persons appointed as proxies will vote the shares in accordance with the recommendation of our board of directors.

Proxy Solicitation; Expenses of Proxy Solicitation

          Manatron has retained Georgeson Inc. to act as its solicitation agent in connection with the special meeting and will pay approximately $6,500 plus additional costs and fees for these services. In addition to soliciting proxies by mail, directors, officers and employees of Manatron may solicit proxies personally and by telephone, facsimile, Internet or other electronic means of communication. These persons will not receive additional or special compensation for such solicitation services. Manatron will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions. Manatron will be responsible for all of the expenses incurred by it in connection with the printing and mailing of this proxy statement

Adjournments

          Any adjournment may be made without notice by an announcement made at the special meeting by the chairman of the meeting, subject to applicable law. If persons named as proxies by you are asked to vote for one or more adjournments of the meeting for matters incidental to the conduct of the meeting, such persons will have the authority to vote in accordance with the recommendation of our board of directors on such matters. However, if persons named as proxies by you are asked to vote for one or more adjournments of the meeting to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement, such persons will only have the authority to vote on such matter as instructed by you or your proxy, or, if no instructions are provided on your signed proxy card, in favor of such adjournment. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow Manatron shareholders who have already sent in their proxies to revoke them at any time prior to their use.

PROPOSAL NO. 1-THE MERGER AGREEMENT

Effective Time

          The merger will become effective at the effective time. The term "effective time" means the date and time at which the certificate of merger is filed with the Michigan Department of Labor and Economic Growth, or at a later date and time agreed upon by us, Manatron Merger Sub, Inc. and Parent and specified in the certificate of merger. Manatron intends that the filing of the certificate of merger will occur as soon as practicable after satisfaction or waiver of the conditions to the merger described in the merger agreement.

Structure

          Subject to the terms and conditions of the merger agreement and in accordance with the Michigan Business Corporation Act, at the effective time of the merger, Manatron Merger Sub, Inc., a wholly-owned subsidiary of Parent and a party to the merger agreement, will merge with and into Manatron, and each issued and outstanding share of common stock of Manatron Merger Sub, Inc. will be converted into one share of common stock of the surviving corporation. Manatron will survive the merger as a wholly-owned subsidiary of Parent. The merger will have the effects described in the merger agreement and in accordance with the Michigan Business Corporation Act.

Treatment of Stock and Options

          If the merger is completed, each share of Manatron common stock issued and outstanding immediately before the effective time of the merger will be cancelled and converted automatically into the right to receive $12.00 in cash, without interest, less any applicable withholding taxes, except for shares held by us or our subsidiary, or shares held by Parent, which shares will be cancelled without payment.

          Immediately prior to the effective time, each outstanding option to purchase shares of Manatron common stock, including unvested options, will accelerate and become fully vested. At the effective time, any options having an exercise price equal to or greater than $12.00 per share will be cancelled without payment, and any options having an exercise price less than $12.00 per share will entitle the holder of such options to receive an amount in cash equal to the product of (i) the total number of shares of Manatron common stock subject to the option, multiplied by (ii) the excess of $12.00 over the exercise price per share of Manatron common stock underlying such option, less any applicable withholding taxes. All of the Company's equity incentive plans will be terminated upon completion of the merger, and Manatron has agreed to ensure that no participant in any of the Company's equity incentive plans will have any right to acquire any equity securities of the Company, the surviving corporation or any of its respective subsidiaries after completion of the merger.

Treatment of Restricted Stock

          If any share of restricted Manatron common stock outstanding immediately prior to the effective time of the merger is unvested or subject to a repurchase option, then, effective immediately prior to the completion of the merger, any such share of restricted common stock will accelerate and become fully vested and any repurchase option will lapse. Thereafter, each such share will be converted into the right to receive $12.00 in cash, without interest, less any applicable withholding taxes.

Exchange and Payment Procedures

          At the effective time of the merger, Parent will deposit an amount of cash sufficient to pay the merger consideration to each holder of shares of Manatron common stock with Register and Transfer Company, which we refer to as the "paying agent." As soon as practicable after the effective time of the merger, the paying agent will mail a letter of transmittal and instructions to each holder of Manatron common stock. The letter of transmittal and instructions will tell the shareholders how to surrender their Manatron common stock certificates in exchange for the merger consideration.

          Shareholders will not be entitled to receive the merger consideration until they surrender their Manatron common stock certificate or certificates to the paying agent, together with a duly completed and executed letter of transmittal and any other documents as the paying agent may reasonably require. The merger consideration may be paid to a person other than the person in whose name the corresponding certificate is registered if the certificate is presented to the paying agent, accompanied by documents evidencing such transfer of ownership and the payment of transfer taxes.

          No interest will be paid or will accrue on the cash payable upon surrender of the certificates. Each of the paying agent and the surviving corporation will be entitled to deduct and withhold any applicable taxes from the merger consideration otherwise payable pursuant to the merger agreement to any holder of common stock of Manatron and holders of Manatron stock options and restricted stock and pay such withholding amount over to the appropriate taxing authority.

          After the effective time of the merger, our share transfer books will be closed, and there will be no further registration of transfers of outstanding shares of Manatron common stock. If, after the effective time of the merger, certificates are presented to the surviving corporation for any reason, they will be cancelled and exchanged for the merger consideration, subject to applicable law.

          None of Parent, the surviving corporation or Manatron Merger Sub, Inc. will be liable to any holder of shares of common stock of Manatron for any part of the merger consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any portion of the merger consideration deposited with the paying agent that remains unclaimed by holders of any such shares for two years after the effective time of the merger or at such earlier date immediately before the time at which such amounts would otherwise escheat to, or become property of, any governmental entity, to the extent permitted by applicable law, will become property of the surviving corporation.

          If any shareholder has lost a certificate, or if it has been stolen or destroyed, then the shareholder will be required to make an affidavit of that fact, and may be required to post a bond in a reasonable amount or execute an indemnity agreement, at the reasonable direction of Parent or the surviving corporation, before the shareholder will be entitled to receive the merger consideration.

Articles of Incorporation and Bylaws

          At the effective time of the merger, the articles of incorporation of the surviving corporation will be the articles of incorporation of Manatron Merger Sub, Inc., but will be amended to change the name of the surviving corporation to Manatron, Inc. In addition, at the effective time of the merger, the bylaws of the surviving corporation will be the bylaws of Manatron Merger Sub, Inc., except that all references to Manatron Merger Sub, Inc. in the bylaws will be amended to refer to Manatron, Inc.

Directors and Officers

          At the effective time of the merger, the directors of Manatron Merger Sub, Inc. will become the directors of the surviving corporation.

          G. William McKinzie, our current President and Chief Operating Officer, will become President and Chief Executive Officer of the surviving corporation effective upon completion of the merger. We expect that Mary N. Gephart, Early L. Stephens and Marty A. Ulanski, our Vice President of Human Resources and Administration, Chief Technology and Marketing Officer, and Executive Vice President of Sales and Business Development, respectively, will retain their current employment agreements with the surviving corporation after the completion of the merger and each will continue to serve in such positions with the surviving corporation following the merger.

          We also expect that Randall L. Peat, our Co-Chairman, Paul R. Sylvester, our Chief Executive Officer and Co-Chairman, and Krista L. Inosencio, our Chief Financial Officer, will resign following the merger and will not continue to serve with the surviving corporation. Upon the termination of Messrs. Peat's and Sylvester's and Ms. Inosencio's employment, they will be entitled to certain benefits. See "The Merger-Interests of Certain Persons in the Merger-Change in Control Benefits" on page 29.

Representations and Warranties

          The merger agreement contains representations and warranties that Manatron, Parent and Manatron Merger Sub, Inc. have made to each other as of specific dates. The assertions embodied in those representations and warranties were made for purposes of the merger agreement, a copy of which is attached hereto as Annex A and which is incorporated by reference into this proxy statement. The representations and warranties in the merger agreement are complicated and not easily summarized. You are urged to read carefully and in their entirety the sections of the merger agreement entitled "Representations and Warranties of the Company" and "Representations and Warranties of Parent and Merger Sub" in Annex A to this proxy statement.

          The assertions embodied in the representations and warranties are qualified by information in a confidential disclosure letter that Manatron provided to Parent and Manatron Merger Sub, Inc. in connection with the signing of the merger agreement. While Manatron does not believe that the confidential disclosure letter contains information that is required to be disclosed under applicable securities laws, other than information that has already been so disclosed, the disclosure letter contains information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about us, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between Manatron, Parent and Manatron Merger Sub, Inc., and are modified in important part by the underlying disclosure letter.

          Our representations and warranties in the merger agreement relate to, among other things:

          For the purposes of the merger agreement, "material adverse effect" means any change, event, violation, inaccuracy, effect or circumstance that is or could reasonably expected to be materially adverse to our business, operations, properties, financial condition, assets or liabilities or prevent or materially delay the performance by us of any of our obligations under the merger agreement or the consummation of the merger or the other transactions contemplated by the merger agreement, or Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the surviving corporation and its subsidiary taken as a whole.

          Under the merger agreement, the following events do not constitute, or are not to be taken into account in determining whether there has been or will be, a "material adverse effect":

          The merger agreement also contains representations and warranties made by Parent and Manatron Merger Sub, Inc. The representations and warranties of each of Parent and Manatron Merger Sub, Inc. relate to, among other things:

          The representations and warranties of each of the parties to the merger agreement will expire upon completion of the merger.

Conduct of Our Business Pending the Merger

          Under the merger agreement, we have agreed that, subject to certain exceptions or unless Parent gives its prior written consent, between January 14, 2008 and the completion of the merger, we and our subsidiary will:

          We have also agreed that during the same time period, and again subject to certain exceptions or unless Parent gives its prior written consent, we and our subsidiary will not:

Financing

          Parent and Manatron Merger Sub, Inc. have agreed to use commercially reasonable efforts to fully satisfy on a timely basis all the terms, conditions, representations and warranties contained in the debt financing letter relating to the financing for the merger. Parent has also agreed to keep us informed regarding the status of the financing. Parent will notify us promptly, and in any event within two business days, if at any time before completion of the merger (i) the debt financing letter with respect to the financing of the merger should expire or be terminated for any reason, or (ii) any financing source that is a party to the debt financing letter notifies Parent or Manatron Merger Sub, Inc. that such source no longer intends to either provide or underwrite financing to Manatron Merger Sub, Inc. on the terms set forth in such financing letter. In the event any portion of the debt financing becomes unavailable on the terms and conditions contemplated in the debt financing letter, Parent and Manatron Merger Sub, Inc. will use commercially reasonable efforts to arrange to obtain alternative debt financing on terms Parent determines reasonably and in good faith are not materially less beneficial to Manatron Merger Sub, Inc. as promptly as practicable following the occurrence of such event. We have agreed to use commercially reasonable efforts to cooperate, and to cause our subsidiary and representatives to cooperate, with Parent and its representatives in connection with the financing. Parent's obligation to complete the merger is not contingent on Parent's ability to complete a public offering or private placement of equity or debt securities or to obtain any other type of financing prior to the completion of the merger.

No Solicitation of Transactions

          We have agreed that so long as the merger agreement remains in effect, we (and our affiliates, officers, directors and agents) will not:

          The above restrictions on solicitation contained in the merger agreement do not prevent our board of directors from, prior to the special meeting of shareholders, complying with Rules 14-d(9) and 14-e(2) under the Securities Exchange Act of 1934, as amended, or engaging in discussions, participating in negotiations with or furnishing non-public information to, a third party making an unsolicited, bona fide alternative proposal if our board of directors determines in good faith (after consulting with an outside financial advisor or legal counsel) that the alternative proposal is, or presents a reasonable possibility of resulting in, a superior proposal. Furthermore, we may enter into discussions or negotiations with, or furnish non-public information to, a third party only if the following conditions are satisfied:

          In addition to the restrictions on solicitation described above, we are required to promptly notify Parent of:

          In addition, if we receive a superior proposal, we are required, during the two business days following notice of such proposal to Parent, to negotiate in good faith with Parent to revise the merger agreement if and to the extent our board of directors determines that such negotiations would be consistent with its fiduciary duties.

          Our board of directors may, in response to a superior proposal by a third party, withdraw or modify its approval or recommendation to our shareholders to vote in favor of the adoption of the merger agreement, if both of the following conditions are met:

          Our board of directors may accept and enter into an agreement for a superior proposal and terminate the merger agreement immediately prior to, or immediately after, its acceptance of the superior proposal if all of the following conditions are met:

          Under the merger agreement:

Indemnification

          Under the merger agreement, the surviving corporation will, for a period of six years after completion of the merger, indemnify and hold harmless all of our past and present officers and directors against acts or omissions occurring at or prior to the completion of merger. The surviving corporation will indemnify these individuals to the

same extent and in the same manner as such persons were indemnified as of the date of the merger agreement by us pursuant to (i) the existing indemnification agreements between us and our directors and officers, (ii) the Michigan Business Corporation Act, and (iii) our articles of incorporation and our bylaws for acts or omissions occurring at or prior to the completion of the merger.

          The articles of incorporation and bylaws of the surviving corporation will contain provisions with respect to indemnification, advancement of expenses and exculpation of our present and former directors and officers that are at least as favorable to such indemnified persons as those contained in our current certificate of incorporation and bylaws. The indemnification provisions in the surviving corporation's certificate of incorporation and bylaws will not be amended, repealed or otherwise modified in any manner adverse to our present and former directors and officers for a period of not less than six years following the completion of the merger, unless required by law.

          As a condition to the consummation of the merger, Parent is required to use its reasonable best efforts to cause the surviving corporation to maintain a directors' and officers' insurance policy that provides for coverage for acts or omissions of the existing directors and executive officers of the Company occurring prior to the effective time of the merger. The merger agreement further requires that Parent cause the surviving corporation to maintain this insurance policy in effect for a period of six years after the completion of the merger and for so long thereafter as any claim for insurance coverage asserted on or prior to the end of such six-year period has not been adjudicated. The merger agreement also provides that this directors' and officers' insurance policy must be in an amount and scope at least as favorable as our policies existing on the date of the merger agreement; provided, however, that the surviving corporation shall not be required to pay an annual premium for such insurance in excess of $100,000, but in such case shall purchase as much coverage as possible for such amount. The Company has received commitments for such insurance coverage and this coverage will be in place prior to the completion of the merger.

          The obligations described above regarding directors' and officers' indemnification and insurance must be assumed by any successor of the surviving corporation or Parent as a result of any consolidation, merger or transfer of all or substantially all properties and assets of the surviving corporation or Parent.

Employee Benefits

          Under the merger agreement, Parent has acknowledged that it expects that it will cause our employee benefit plans (other than option plans and other equity-based plans) in effect on the date of the merger agreement to remain in effect for nine months after completion of the merger or, to the extent that such benefit plans are not continued, cause us to provide benefit plans that are substantially comparable, in the aggregate, to the benefit plans (other than option plans and other equity-based plans) in effect on the date of the merger agreement.

          With respect to any benefit plans maintained by the surviving corporation after the merger in which any of our employees will participate, Parent has acknowledged that it expects to use commercially reasonable efforts to:

          Upon the completion of the merger, our stock option plans will terminate and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of our capital stock will be canceled. Upon the completion of the merger, no participant in our option plans or other plans, programs or arrangements will have the right under these plans to acquire any equity securities of Manatron, the surviving corporation or any subsidiary thereof.

Agreement to Take Further Action and to Use Commercially Reasonable Efforts

          Each party to the merger agreement has agreed to use commercially reasonable efforts to fulfill all conditions applicable to such party pursuant to the merger agreement and to expeditiously complete the merger and the other transactions contemplated by the merger agreement. Among other things, each party has committed to use such efforts to cooperate with each of the other parties to:

Conditions to the Merger

          The obligations of all parties to complete the merger are subject to the following conditions:

          The obligations of Parent and Manatron Merger Sub, Inc. to complete the merger are subject to the following additional conditions:

          The obligations of the Company to complete the merger are subject to the following additional conditions:

Termination

          The merger agreement may be terminated and the merger may be abandoned at any time before the completion of the merger, whether or not shareholder approval has been obtained:

          Manatron may also terminate the merger agreement in the event it approves or accepts a superior proposal and pays the termination fee to Parent described below.

Fees and Expenses

          Manatron has agreed to pay Parent, or such other persons designated in writing by Parent, a termination fee in the amount of $2 million and Parent's out-of-pocket expenses in connection with the merger up to $250,000 if:

          In addition, if Manatron or Parent terminate the merger agreement because:

then Manatron will be obligated to pay Parent or its designee the termination fee of $2 million and Parent's out-of-pocket expenses in connection with the merger up to $250,000 if Manatron enters into an acquisition agreement with a third party within six months after termination of the merger agreement.

          If all of the conditions to Parent's obligation to complete the merger have been satisfied and Parent fails to close the transactions contemplated by the merger agreement, including the merger, Manatron may terminate the merger agreement and Parent will be obligated to pay Manatron a termination fee in the amount of $2 million within five business days of notice of termination.

Amendment and Waiver

          The merger agreement may be amended by the parties in writing by action of their respective boards of directors at any time before or after the merger agreement has been approved by our shareholders and prior to the filing of the certificate of merger with the Michigan Department of Labor and Economic Growth. However, after the merger agreement has been approved by our shareholders, no amendment, modification or supplement will be made to the merger agreement which by law requires the further approval of our shareholders without such further approval. The merger agreement also provides that, at any time prior to the completion of the merger, each of Manatron, Parent and Manatron Merger Sub, Inc. may extend the time for the performance of any of the obligations or other acts of the other parties, waive any inaccuracies in the representations and warranties of the other parties contained in the merger agreement or in any document delivered pursuant to the merger agreement or waive compliance with any of the agreements or conditions of the other parties contained in the merger agreement.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT.

OTHER AGREEMENTS

Voting Agreements

Voting and Exclusivity

          On January 14, 2008, each of Messrs. Sylvester, McKinzie, Peat, Stephens, Ulanski and Wagner and Mses. Gephart and Inosencio and each of the members of our board of directors entered into voting agreements with us and Parent. A form of the voting agreement can be found as Exhibit A to the merger agreement, which is attached to this proxy statement as Annex A. Pursuant to the voting agreements each individual mentioned above has agreed to vote or consent all of his or her shares of Manatron common stock and those acquired after the date of the agreements, if any, (i) in favor of adoption of the merger agreement, and (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the merger) between us and any person or entity other than Parent.

          In addition, each individual has agreed that prior to the completion of the merger he or she will not directly or indirectly (i) sell, transfer, exchange or otherwise dispose of his or her shares of Manatron common stock and those acquired after the date of the agreements, if any, (ii) grant any proxies or powers of attorney, deposit any of his or her shares of Manatron common stock into a voting trust or enter into a voting agreement with respect to any of such shares, or (iii) take any action that could reasonably be expected to have the effect of preventing or disabling him or her from performing his or her obligations under his or her voting agreement at any time prior to the closing of the merger. Each is permitted, however, to transfer his or her shares of Company common stock and those acquired after the date of his or her agreement, if any, to any family member or trust for the benefit of any family member so long as the transferee agrees to be bound by the terms of the voting agreement, or to any charity.

Termination

          The voting agreements will automatically terminate upon the earlier of the completion of the merger, the termination of the merger agreement, or the date on which the board of directors withdraws or modifies, in a manner adverse to Parent or Manatron Merger Sub, Inc., its adoption or recommendation of the merger.

Employment Agreements

          It is anticipated that in connection with the merger, the surviving corporation will continue the employment agreements of Messrs. McKinzie, Stephens, Wagner and Ulanski and Ms. Gephart. Below is a summary of their current employment agreements with Manatron.

Mary N. Gephart's Employment Agreement

          Effective July 17, 2002 and amended on July 22, 2004 and March 8, 2007, the Company entered into an employment agreement with Mary N. Gephart. This agreement provides for the employment of Ms. Gephart until the agreement is terminated as provided therein. Under her employment agreement, Ms. Gephart is entitled to receive: (i) an annual salary; (ii) paid vacation in accordance with the Company's vacation policies; (iii) standard benefits offered to all employees; (iv) automobile expenses in accordance with the Company's standard automobile use policies and practices; and (v) reimbursement of reasonable expenses in connection with the performance of job duties. Ms. Gephart's employment agreement provides that if the Company terminates her employment without Cause or if she resigns for Good Reason (each as defined in her employment agreement) the Company will continue to pay her salary and benefits (to the extent permitted by the Company's benefit plans and subject to her continuing payment of the normal employee contribution) for a period of one year. To be eligible for these payments, Ms. Gephart must sign a general release of claims against Manatron, its affiliated companies, and their officers, directors, employees owners and agents. The employment agreement also prohibits Ms. Gephart from competing with the Company or becoming associated with a Competitive Entity (as defined in the employment agreement), from soliciting active customers, and from soliciting employees to leave the Company, for 12 months after termination of her employment.

G. William McKinzie's Employment Agreement

          On March 21, 2005, the Company entered into an employment agreement with G. William McKinzie. This agreement provides for the employment of Mr. McKinzie until the agreement is terminated as provided therein. Under his employment agreement, Mr. McKinzie is entitled to receive: (i) an annual salary; (ii) paid vacation in accordance with the Company's vacation policies; (iii) standard benefits offered to all employees; (iv) automobile expenses in accordance with the Company's standard automobile use policies and practices; and (v) reimbursement of reasonable expenses in connection with the performance of job duties. Mr. McKinzie's employment agreement provides that if the Company terminates his employment without Cause or if he resigns for Good Reason (each as defined in his employment agreement), the Company will continue to pay his salary and benefits (to the extent permitted by the Company's benefit plans and subject to his continuing payment of the normal employee contribution) for a period of one year. To be eligible for these payments, Mr. McKinzie must sign a general release of claims against Manatron, its affiliated companies, and their officers, directors, employees owners and agents. The employment agreement also prohibits Mr. McKinzie from competing with the Company or becoming associated with a Competitive Entity (as defined in the employment agreement), from soliciting active customers, and from soliciting employees to leave the Company, for a period of one year.

Early L. Stephens' Employment Agreement

          On March 21, 2002, the Company entered into an employment agreement with Early L. Stephens, which was amended on July 22, 2004 and March 8, 2007. This agreement provides for the employment of Mr. Stephens until the agreement is terminated as provided therein. Under his employment agreement, Mr. Stephens is entitled to receive: (i) an annual salary; (ii) paid vacation in accordance with the Company's vacation policies; (iii) standard benefits offered to all employees; (iv) automobile expenses in accordance with the Company's standard automobile use policies and practices; and (v) reimbursement of reasonable expenses in connection with the performance of job duties. Mr. Stephens' employment agreement provides that if the Company terminates his employment without Cause or if he resigns for Good Reason (each as defined in his employment agreement) the Company will continue to pay his salary and benefits (to the extent permitted by the Company's benefit plans and subject to his continuing payment of the normal employee contribution) for a period of one year. To be eligible for these payments, Mr. Stephens must sign a general release of claims against Manatron, its affiliated companies, and their officers, directors, employees owners and agents. The employment agreement also prohibits Mr. Stephens from competing with the Company or becoming associated with a Competitive Entity (as defined in the employment agreement), from soliciting active customers, and from soliciting employees to leave the Company, for a period of one year.

Marty A. Ulanski's Employment Agreement

          Effective August 1, 2004 and as amended March 8, 2007, the Company entered into an employment agreement with Marty A. Ulanski. This agreement provides for the employment of Mr. Ulanski until the agreement is terminated as provided therein. Under his employment agreement, Mr. Ulanski is entitled to receive: (i) an annual salary; (ii) paid vacation in accordance with the Company's vacation policies; (iii) standard benefits offered to all employees; (iv) automobile expenses in accordance with the Company's standard automobile use policies and practices; and (v) reimbursement of reasonable expenses in connection with the performance of job duties. Mr. Ulanski's employment agreement provides that if the Company terminates his employment without Cause or he resigns for Good Reason (each as defined in his employment agreement) the Company will continue to pay his salary and benefits (to the extent permitted by the Company's benefit plans and subject to his continuing payment of the normal employee contribution) for a period of one year. To be eligible for these payments, Mr. Ulanski must sign a general release of claims against Manatron, its affiliated companies, and their officers, directors, employees owners and agents. The employment agreement also prohibits Mr. Ulanski from competing with the Company or becoming associated with a Competitive Entity (as defined in the employment agreement) from soliciting active customers, and from soliciting employees to leave the Company, for a period of one year.

Kurt J. Wagner's Employment Agreement