] Shares SS&C TECHNOLOGIES HOLDINGS, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2008 • SS&C Technologies Holdings Inc • Services-prepackaged software • New York
Morgan Stanley & Co. Incorporated Credit Suisse Securities (USA) LLC J.P. Morgan Securities Inc. Jefferies & Company, Inc. Wachovia Capital Markets, LLC As Representatives of the several Underwriters
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT OF SS&C TECHNOLOGIES HOLDINGS, INC.Stockholders Agreement • April 24th, 2008 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
This Amendment No. 1 (“Amendment”), dated April 22, 2008, to the Stockholders Agreement (the “Agreement”) dated as of November 23, 2005, is entered into by and among SS&C Technologies Holdings, Inc., a Delaware corporation (formerly known as Sunshine Acquisition Corporation) (the “Company”), Carlyle Partners IV, L.P., a Delaware limited partnership (“CP IV”), CP IV Coinvestment, L.P., a Delaware limited partnership (“Coinvestment”, and, together with CP IV, the “Initial Carlyle Stockholders”), and William C. Stone, an individual (“Executive”). Certain capitalized terms used herein without definition have the meanings ascribed to them in the Agreement (as amended hereby).
AMENDMENT NO. 1 TO SERVICE PROVIDER STOCKHOLDERS AGREEMENT OF SS&C TECHNOLOGIES HOLDINGS, INC.Service Provider Stockholders Agreement • April 24th, 2008 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
This Amendment No. 1 (“Amendment”), dated April 22, 2008, to the Service Provider Stockholders Agreement (the “Agreement”) dated as of November 23, 2005, is entered into by and among SS&C Technologies Holdings, Inc., a Delaware corporation (formerly known as Sunshine Acquisition Corporation) (the “Company”), Carlyle Partners IV, L.P., a Delaware limited partnership (“CP IV”), and CP IV Coinvestment, L.P., a Delaware limited partnership (“Coinvestment”, and, together with CP IV, the “Initial Carlyle Stockholders”). Certain capitalized terms used herein without definition have the meanings ascribed to them in the Agreement (as amended hereby).
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • April 24th, 2008 • SS&C Technologies Holdings Inc • Services-prepackaged software • Delaware
This Amendment No. 1 (“Amendment”), dated April 22, 2008, to the Management Agreement (the “Agreement”) dated as of November 23, 2005, is entered into by and among SS&C Technologies Holdings, Inc., a Delaware corporation (formerly known as Sunshine Acquisition Corporation) (the “Company”), William C. Stone, an individual (the “Investor”), and TC Group, L.L.C., a Delaware limited liability company (“Carlyle”). Certain capitalized terms used herein without definition have the meanings ascribed to them in the Agreement (as amended hereby).
