REGISTRATION RIGHTS AGREEMENT Dated as of September 29, 2008 Among SUNGARD DATA SYSTEMS INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and GOLDMAN, SACHS & CO. As Representative for the Initial PurchasersRegistration Rights Agreement • September 15th, 2009 • Inflow LLC • Services-computer processing & data preparation • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of September 19, 2008 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers, which provides for, among other things, the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of the Company’s 10.625% Senior Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Company’s obligations under the Notes and the Indenture. References to the “Securities” shall mean the Notes and the Guarantees. In order to induce the Initial Purchasers (including the Market-Maker) to enter into the Purchase Agreement, the
