EXHIBIT 1.1 SS&C TECHNOLOGIES, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTSs&c Technologies Inc • May 10th, 2004 • Services-prepackaged software • New York
EXHIBIT 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT -------------------------------------------------------------------Ss&c Technologies Inc • August 9th, 2005 • Services-prepackaged software • Delaware
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 1999 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
EXHIBIT 2 SHARE PURCHASE AGREEMENT ------------------------Share Purchase Agreement • November 24th, 1997 • Ss&c Technologies Inc • Services-prepackaged software
STOCK PURCHASE AGREEMENT ------------------------Stock Purchase Agreement • April 23rd, 1999 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
ANDAsset Purchase Agreement • April 2nd, 1998 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
ARTICLE I DEFINITIONSStock Purchase Agreement • March 17th, 2004 • Ss&c Technologies Inc • Services-prepackaged software • New York
SECTION II REPRESENTATIONS AND WARRANTIES OF THE SELLERSPurchase and Sale Agreement • March 31st, 2003 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
EXHIBIT 10.5 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE (this "AMENDMENT") is made as of June 7, 2005 between NEW BOSTON LAMBERTON LIMITED PARTNERSHIP, with a principal place of business at 60 State Street, Suite 1500, Boston,...Lease • August 9th, 2005 • Ss&c Technologies Inc • Services-prepackaged software
Exhibit 10.12 SECOND AMENDMENT TO LEASE WHEREAS, Monarch Life Insurance Company (hereinafter referred to as the "Original Landlord") and SS&C TECHNOLOGIES, INC. (hereinafter referred to as the "Tenant" or the "Lessee") entered into a certain lease for...Ss&c Technologies Inc • March 15th, 2005 • Services-prepackaged software
Exhibit 10.1 CREDIT AGREEMENT Dated as of April 13, 2005Credit Agreement • April 15th, 2005 • Ss&c Technologies Inc • Services-prepackaged software • New York
EXHIBIT 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT -------------------------------------------------------------------Ss&c Technologies Inc • August 9th, 2005 • Services-prepackaged software • Delaware
EXHIBIT 10.7 JOINDER AGREEMENT Reference is made to that certain Joint and Several Continuing Guaranty Agreement dated as of April 13, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "GUARANTY"), by...Joinder Agreement • August 9th, 2005 • Ss&c Technologies Inc • Services-prepackaged software • New York
NETZEE, INC. ANDAsset Purchase Agreement • November 27th, 2001 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
EXHIBIT 2 STOCK PURCHASE AGREEMENT ------------------------Stock Purchase Agreement • April 23rd, 1998 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
EXHIBIT 10.4 SUNSHINE ACQUISITION CORPORATION 2006 EQUITY INCENTIVE PLAN STOCK AWARD AGREEMENT AGREEMENT made this __ day of __________, ___ between Sunshine Acquisition Corporation, a Delaware corporation (the "Company"), and ____________ (the...Stock Award Agreement • August 15th, 2006 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
1) KEVIN MILNECompromise Agreement • April 2nd, 2007 • Ss&c Technologies Inc • Services-prepackaged software • England and Wales
AGREEMENT AND PLAN OF MERGER by and among SUNSHINE ACQUISITION CORPORATION, SUNSHINE MERGER CORPORATION and SS&C TECHNOLOGIES, INC. Dated as of July 28, 2005Agreement and Plan of Merger • July 28th, 2005 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2005 (this “Agreement”), between SUNSHINE ACQUISITION CORPORATION, a Delaware corporation (“Parent”), SUNSHINE MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Co”), and SS&C Technologies, Inc., a Delaware corporation (the “Company”).
JOINDER AGREEMENTJoinder Agreement • December 23rd, 2009 • Ss&c Technologies Inc • Services-prepackaged software • New York
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;
SS&C TECHNOLOGIES HOLDINGS, INC. AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • February 26th, 2010 • Ss&c Technologies Inc • Services-prepackaged software
ASSET PURCHASE AGREEMENT dated September 30, 2008 between SS&C TECHNOLOGIES NEW JERSEY, INC. and MICRO DESIGN SERVICES, LLCAsset Purchase Agreement • October 2nd, 2008 • Ss&c Technologies Inc • Services-prepackaged software • New York
This Asset Purchase Agreement is entered into as of September 30, 2008 by and between SS&C Technologies New Jersey, Inc., a New Jersey corporation (the “Buyer”), Micro Design Services, LLC, a New Jersey limited liability company (the “Seller”), and for the limited purposes stated herein, Roman J. Szymansky and Xavier F. Gonzalez (the “Member Guarantors”).
EXHIBIT 10.6 SECOND LEASE AMENDING AGREEMENT THIS AGREEMENT made as of the 13th day of November, 1998 BETWEEN: POLARIS REALTY (CANADA) LIMITED, a corporation duly formed pursuant to the laws of the Province of Ontario (hereinafter called the "Landlord")Second Lease Amending Agreement • August 9th, 2005 • Ss&c Technologies Inc • Services-prepackaged software • Ontario
Exhibit 10.2 PROMISSORY NOTESs&c Technologies Inc • April 15th, 2005 • Services-prepackaged software
FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby promises to pay to FLEET NATIONAL BANK, a Bank of America company, or registered assigns (the "Lender"), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of April 13, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower and Fleet National Bank, a Bank of America company, as the Lender and L/C Issuer.
VOTING AGREEMENTVoting Agreement • August 25th, 2005 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
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).
NOTE GUARANTEESs&c Technologies Inc • December 23rd, 2009 • Services-prepackaged software
This Note Guarantee will become effective in accordance with the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of November 23, 2005, among Sunshine Acquisition II, Inc., a Delaware corporation, SS&C Technologies, Inc., a Delaware corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of April 27, 2006, the Second Supplemental Indenture dated as of September 1, 2009 and the Third Supplemental Indenture dated as of December 22, 2009 (as further amended or supplemented, the “Indenture”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • December 23rd, 2009 • Ss&c Technologies Inc • Services-prepackaged software • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2009, among SS&C Technologies, Inc., a Delaware corporation (the “Company”), TheNextRound, Inc., a Massachusetts corporation and wholly-owned subsidiary of the Company (“NextRound”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • September 4th, 2009 • Ss&c Technologies Inc • Services-prepackaged software • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 1, 2009, among SS&C Technologies, Inc., a Delaware corporation (the “Company”), SS&C Technologies Connecticut, LLC, a Connecticut limited liability company and wholly owned subsidiary of the Company (“SS&C Connecticut”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 28th, 2005 • Ss&c Technologies Inc • Services-prepackaged software • Connecticut
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the “Amendment”) is dated as of July 27, 2005, by and between SS&C TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”) and BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, a national banking association organized and existing under the laws of the United States of America (the “Lender”).
RECITALS:Dividend Equivalent Agreement • August 15th, 2006 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
FIRST AMENDMENTFirst Amendment • March 9th, 2007 • Ss&c Technologies Inc • Services-prepackaged software • New York
FIRST AMENDMENT, dated as of March 6, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 23, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SS&C Technologies, Inc., a Delaware corporation (the “Borrower”), SS&C Technologies Canada Corp., as CDN Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 2005 • Ss&c Technologies Inc • Services-prepackaged software
This Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”) is entered into as of this 25th day of August, 2005, by and among Sunshine Acquisition Corporation, a Delaware corporation (“Parent”), Sunshine Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Co”), and SS&C Technologies, Inc., a Delaware corporation (the “Company”).
ContractAssumption Agreement • December 23rd, 2009 • Ss&c Technologies Inc • Services-prepackaged software • New York
ASSUMPTION AGREEMENT, dated as of December 22, 2009, made by TheNextRound, Inc. (the “Additional Grantor”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
RECITALSStock Purchase Warrant Agreement • March 31st, 2003 • Ss&c Technologies Inc • Services-prepackaged software • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT SS&C Technologies, Inc. ("SS&C") and Anthony R. Guarascio ("Employee") hereby enter into this employment agreement (the "Agreement"). The Agreement shall become effective on the eighth day after it is signed by...Employment Agreement • November 14th, 2002 • Ss&c Technologies Inc • Services-prepackaged software • Connecticut
PREAMBLEJoint and Several Continuing Guaranty Agreement • April 15th, 2005 • Ss&c Technologies Inc • Services-prepackaged software • New York
