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, SS&C
Technologies Connecticut, LLC, 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 Agreement
and
