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EXHIBIT 4.8
JOINDER AGREEMENT
WHEREAS, Sunshine Acquisition II, Inc. ("Sunshine") and the
Initial
Purchasers named therein (the "Initial Purchasers") heretofore
executed and
delivered a Purchase Agreement, dated November 17, 2005 (the
"Purchase
Agreement"), providing for the issuance and sale of the Notes (as
defined
therein);
WHEREAS, as a condition to the consummation of the offering of the
Notes,
SS&C Technologies, Inc. (the "Company") and each Guarantor (as
defined in the
Purchase Agreement) that was originally not a party thereto
executed and
delivered a Joinder Agreement, dated as of November 23, 2005 (the
"Original
Joinder Agreement"), to join as parties to the Purchase Agreement
on the Closing
Date;
WHEREAS, Sunshine, the Company, the Guarantors and the Initial
Purchasers
heretofore executed and delivered a Registration Rights Agreement,
dated
November 23, 2005 (the "Registration Rights Agreement"), providing
for the
registration rights of the Initial Purchasers and any subsequent
holder or
holders of the Notes; and
WHEREAS, Cogent Management Inc., a wholly-owned subsidiary of the
Company
was not originally party to the Purchaser Agreement, the Original
Joinder
Agreement or the Registration Rights Agreement and has agreed to
become a party
to the Purchase Agreement and the Registration Rights Agreement as
a Guarantor
by executing and delivering this Joinder Agreement.
Capitalized terms used
herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement.
NOW,
THEREFORE, the undersigned hereby agrees for the benefit of the
Initial Purchasers, as follows:
1.
Joinder. The undersigned hereby acknowledges that it has received
and
reviewed a copy of the Purchase A
