This
VOTING AGREEMENT (the “ Agreement ”), dated as
of July 28, 2005, is made by and among William C. Stone (the
“ Principal Stockholder ”), SS&C
Technologies, Inc., a Delaware corporation (the “
Company ”), Sunshine Acquisition Corporation, a
Delaware corporation (“ Parent ”), and Sunshine
Merger Corporation, a Delaware corporation and wholly owned
subsidiary of Parent (“ Merger Co ”).
Capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to such terms in the Merger
Agreement (as defined below).
WHEREAS,
the Company, Parent and Merger Co are entering into an Agreement
and Plan of Merger, dated as of the date hereof (as amended or
supplemented from time to time in accordance with the terms
thereof, the “ Merger Agreement ”), providing
for the merger of Merger Co with and into the Company with the
Company as the surviving corporation (the “ Merger
”), upon the terms and subject to the conditions set forth in
the Merger Agreement;
WHEREAS,
as of the date hereof, the Principal Stockholder beneficially owns
5,872,020 shares of common stock, par value $0.01 per share, of the
Company (the “ Common Stock ”); and
WHEREAS,
as a condition to the willingness of Parent and Merger Co to enter
into the Merger Agreement, each of Parent and Merger Co has
required that the Principal Stockholder agree, and in order to
induce Parent and Merger Co to enter into the Merger Agreement, the
Principal Stockholder has agreed, to enter into this Agreement with
respect to (a) all the shares of Common Stock now beneficially
owned by, and all the shares of Common Stock or other voting
securities of the Company which may hereafter be acquired by, or on
behalf of, or issued to the Principal Stockholder (collectively,
the “ Shares ”), and (b) certain other
matters as set forth herein.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be
legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE I.
VOTING AGREEMENT
Section 1.1
Voting Agreement . The Principal Stockholder hereby agrees
that during the time this Agreement is in effect, at any meeting of
the stockholders of the Company, however called, or at any
adjournment thereof or in any other circumstances upon which a
vote, consent or other approval (including by written consent) is
sought, the Principal Stockholder shall (a) when a meeting is
held, appear at such meeting or otherwise cause all Vote Eligible
Shares to be counted as present thereat for the purpose of
establishing a quorum and (b) vote (or cause to be voted) all
Vote Eligible Shares: (i) in favor of the Merger, the Merger
Agreement and the transactions contemplated by the Merger Agreement
if a vote, consent or other approval (including by written consent)
with respect to any of the foregoing is sought and
(ii) against any (x) merger agreement or merger (other
than the Merger Agreement and the Merger), consolidation,
combination, sale of substantial assets, reorganization,
recapitalization, þ
dissolution,
liquidation or winding up of or by the Company or any other
Acquisition Proposal or (y) amendment of the Company’s
certificate of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner
reasonably be expected to impede, delay, frustrate, prevent or
nullify the Merger, the Merger Agreement or any of the other
transactions contemplated by the Merger Agreement or result in a
breach in any material respect of any representation, warranty,
covenant or agreement of the Company under the Merger Agreement or
change in any manner the voting rights of any class of the Common
Stock. “ Vote Eligible Shares ” means all Shares
held of record by the Principal Stockholder and all other Shares
which the Principal Stockholder has the power to vote at any
meeting of the stockholders of the Company or in connection with
any written consent of Stockholders.
Section 1.2
Acknowledgment . The Principal Stockholder hereby
acknowledges receipt and review of a copy of the Merger
Agreement.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
OF THE PRINCIPAL STOCKHOLDER
The
Principal Stockholder hereby represents and warrants to Parent as
follows:
Section 2.1
Authority Relative To This Agreement . The Principal
Stockholder has all necessary power and authority to execute and
deliver this Agreement, to perform his obligations hereunder and to
consummate the transactions to be consummated by him as
contemplated hereby. This Agreement has been duly and validly
executed and delivered by the Principal Stockholder and, assuming
the due authorization, execution and delivery by the other parties
hereto, constitutes a legal, valid and binding obligation of the
Principal Stockholder, enforceable against the Principal
Stockholder in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, moratorium or other similar
laws relating to creditors rights generally and by general
equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at Law).
Section 2.2
No Conflict .
(a) The
execution and delivery of this Agreement by the Principal
Stockholder do not, and the performance of his obligations under
this Agreement and the consummation of the transactions to be
consummated by him as contemplated hereby shall not,
(i) conflict with or violate any Law applicable to the
Principal Stockholder or by which the Shares are bound or affected
or (ii) result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on, any of the Shares pursuant
to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation
to which the Principal Stockholder is a party or by which the
Principal Stockholder or the Shares are bound or
affected.
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(b) The
execution and delivery of this Agreement by the Principal
Stockholder do not, and the performance of his obligations under
this Agreement shall not, require any consent, approval,
authorization or permit of, or filing with or notification to, any
court or arbitrator or any governmental entity, agency or official
except for applicable requirements, if any, of the Securities
Exchange Act of 1934, as amended, and except where the failure to
obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or delay the
performance by the Principal Stockholder of his obligations under
this Agreement.
Section 2.3
Ownership Of Shares . As of the date hereof, the Principal
Stockholder is the record and beneficial owner of the Shares set
forth opposite the Principal Stockholder’s name on
Schedule A hereto, free and clear of all pledges,
liens, proxies, claims, charges, security interests, preemptive
rights, voting trusts, voting agreements, options, rights of first
offer or refusal and any other encumbrances or arrangements
whatsoever with respect to the ownership, transfer or other voting
of the Shares (collectively, “ Liens ”). There
are no outstanding options, warrants or rights to purchase or
acquire, or agreements or arrangements relating to the voting of,
any Shares and the Principal Stockholder has the sole authority to
direct the voting of the Shares in accordance with the provisions
of this Agreement and the sole power of disposition with respect to
the Shares, with no restrictions, subject to applicable federal
securities laws on his rights of disposition pertaining thereto
(other than Liens or restrictions created by this Agreement and the
Contribution and Subscription Agreement, dated as of July 28,
2005, by and among the Principal Stockholder and Parent (the
“ Contribution Agreement ”)). As of the date
hereof, the Principal Stockholder does not own beneficially or of
record any equity securities of the Company other than the Shares
set forth opposite the Principal Stockholder’s name on
Schedule A hereto. The Principal Stockholder has not
appointed or granted any proxy which is still in effect with
respect to any Shares.
Section 2.4
No Finder’s Fee . No broker, investment banker,
financial advisor or other person is entitled to any
broker’s, finder’s, financial advisor’s or other
similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of
the Principal Stockholder.
Section 2.5
Reliance By Parent and Merger Co . The Principal Stockholder
understands and acknowledges that Parent and Merger Co are entering
into the Merger Agreement in reliance upon the Principal
Stockholder’s execution and delivery of this Agreement. The
Principal Stockholder is an “accredited investor” (as
defined under the Securities Act of 1933, as amended) and a
sophisticated investor, is capable of evaluating the merits and
risks of his investments and has the capacity to protect his own
interests.
ARTICLE III.
COVENANTS OF THE PRINCIPAL STOCKHOLDER
Section 3.1
No Inconsistent Agreement . The Principal Stockholder hereby
covenants and agrees that the Principal Stockholder (a) has
not entered into and shall not enter into any agreement that would
restrict, limit or interfere with the performance of the Principal
Stockholder’s obligations hereunder or under the Contribution
Agreement and (b) shall not knowingly take any action that
would reasonably be expected to make any of his
representations
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or warranties
contained herein or in the Contribution Agreement untrue or
incorrect or have the effect of preventing or disabling him from
performing his obligations under this Agreement or the Contribution
Agreement.
Section 3.2
No Transfer . Other than pursuant to the terms of this
Agreement, the Merger Agreement or the Contribution Agreement,
without the prior written consent of Parent or as otherwise
provided in this Agreement, during the term of this Agreement, the
Principal Stockholder hereby agrees to not, directly or indirectly,
(a) grant any proxies or enter into any voting trust or other
agreement or arrangement with respect to the voting of any Shares
or (b) sell, assign, transfer, encumber or otherwise dispose
of (including by merger, consolidation or otherwise by operation of
Law), or enter into any contract, option or other arrangement or
understanding with respect to the direct or indirect assignment,
transfer, encumbrance or other disposition of (including by merger,
consolidation or otherwise by operation of Law), any Shares. The
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