8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2012

Commission file numbers:

SunGard Capital Corp. 000-53653

SunGard Capital Corp. II 000-53654

SunGard Data Systems Inc. 1-12989

SunGard^® Capital Corp.

SunGard^® Capital Corp. II

SunGard^® Data Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware Delaware Delaware	20-3059890 20-3060101 51-0267091
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
680 East Swedesford Road Wayne, Pennsylvania	19087
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (484) 582-2000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.

On November 7, 2012, SunGard Capital Corp. (“SCC”) filed a Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, removing the specific class rights to elect directors of SCC associated with Class A-1 through Class A-7 of SCC’s common stock and making certain other amendments incidental thereto. The Restated Certificate became effective on November 7, 2012.

A copy of the Restated Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under the caption “Item 3.03 Material Modification to Rights of Security Holders” is incorporated herein by reference.

Item 8.01 Other Events.

SCC, SunGard Capital Corp. II (“SCC II”), SunGard Holding Corp. (“Holdings”), SunGard Holdco LLC (“LLC”), SunGard Data Systems Inc. (“SunGard”) and certain stockholders of SCC and SCC II are parties to (i) a Principal Investor Agreement, dated as of August 10, 2005, as amended (the “Principal Investor Agreement”), (ii) a Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005 (the “Participation Agreement”), and (iii) a Stockholders Agreement, dated as of August 10, 2005, as amended (the “Stockholders Agreement”), each of which was filed as an Exhibit to SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005. The Principal Investor Agreement, the Participation Agreement and the Stockholders Agreement were entered into in connection with the acquisition of SunGard on August 11, 2005 by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG.

In connection with the filing of the Restated Certificate, SCC, SCC II, Holdings, LLC, SunGard and certain stockholders of SCC and SCC II amended and restated each of the Principal Investor Agreement, the Participation Agreement and the Stockholders Agreement. The Stockholders Agreement was primarily amended to give to the holders of Class A-1 through Class A-7 of SCC’s common stock equivalent rights to those specific class rights that were removed from the Restated Certificate and to make certain other amendments incidental thereto. Each of the Principal Investor Agreement and the Participation Agreement were amended to make certain amendments incidental to the foregoing.

Copies of the amended and restated Principal Investor Agreement, Participation Agreement and Stockholders Agreement are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title
3.1	Second Amended and Restated Certificate of Incorporation of SunGard Capital Corp.
10.1	Amended and Restated Principal Investor Agreement, dated as of November 7, 2012, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc. and the Principal Investors.
10.2	Amended and Restated Participation, Registration Rights and Coordination Agreement, dated as of November 7, 2012, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc. and Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II.
10.3	Amended and Restated Stockholders Agreement, dated as of November 7, 2012, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SunGard Capital Corp. SunGard Capital Corp. II
November 13, 2012	By:	/s/ Victoria E. Silbey
		Name:	Victoria E. Silbey
		Title:	Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SunGard Data Systems Inc.
November 13, 2012	By:	/s/ Victoria E. Silbey
		Name:	Victoria E. Silbey
		Title:	Senior Vice President – Legal and Chief Legal Officer

Exhibit Index

Exhibit Number	Exhibit Title
3.1	Second Amended and Restated Certificate of Incorporation of SunGard Capital Corp.
10.1	Amended and Restated Principal Investor Agreement, dated as of November 7, 2012, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc. and the Principal Investors.
10.2	Amended and Restated Participation, Registration Rights and Coordination Agreement, dated as of November 7, 2012, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc. and Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II.
10.3	Amended and Restated Stockholders Agreement, dated as of November 7, 2012, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II.

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SUNGARD CAPITAL CORP

SunGard Capital Corp., a Delaware corporation (the “Corporation”), hereby certifies that this Second Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, and that:

A. The original Certificate of Incorporation of the Corporation was filed with the Secretary of the State of Delaware on June 16, 2005.

B. The Certificate of Incorporation of the Corporation was amended and restated on August 10, 2005.

C. This Second Amended and Restated Certificate of Incorporation amends and restates the Certificate of Incorporation of the Corporation, as amended and restated on August 10, 2005.

D. The Certificate of Incorporation of the Corporation, as amended and restated on August 10, 2005, upon the filing of this Second Amended and Restated Certificate of Incorporation, shall read as follows:

1. Name. The name of this Corporation is SunGard Capital Corp.

2. Registered Office. The registered office of this Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

3. Purpose. The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

4. Capital Stock.

4.1. Authorized Shares. The total number of shares of capital stock that the Corporation has authority to issue is six hundred million (600,000,000) shares, consisting of:

(a) Thirty five million (35,000,000) shares of Class A-1 Common Stock, par value $0.001 per share (“Class A-1 Common Stock”);

(b) Thirty five million (35,000,000) shares of Class A-2 Common Stock, par value $0.001 per share (“Class A-2 Common Stock”);

(c) Thirty five million (35,000,000) shares of Class A-3 Common Stock, par value $0.001 per share (“Class A-3 Common Stock”);

(d) Twenty nine million (29,000,000) shares of Class A-4 Common Stock, par value $0.001 per share (“Class A-4 Common Stock”);

(e) Thirty five million (35,000,000) shares of Class A-5 Common Stock, par value $0.001 per share (“Class A-5 Common Stock”);

(f) Twenty two million (22,000,000) shares of Class A-6 Common Stock, par value $0.001 per share (“Class A-6 Common Stock”);

(g) Thirty five million (35,000,000) shares of Class A-7 Common Stock, par value $0.001 per share (“Class A-7 Common Stock”);

(h) Three hundred and twenty four million (324,000,000) shares of Class A-8 Common Stock, par value $0.001 per share (“Class A-8 Common Stock” or the “Residual Class A Common Stock”); and

(i) Fifty million (50,000,000) shares of Class L Common Stock, par value $0.001 per share (“Class L Common Stock”).

The Class A-1 Common Stock, the Class A-2 Common Stock, the Class A-3 Common Stock, the Class A-4 Common Stock, the Class A-5 Common Stock, the Class A-6 Common Stock, the Class A-7 Common Stock and the Class A-8 Common Stock are referred to collectively as the “Class A Common Stock”; the Class A Common Stock and the Class L Common Stock are referred to collectively as the “Common Stock”; and each class (including each sub-class of Class A Common Stock) shall be referred to as a class of Common Stock. The shares of Common Stock shall have the rights, powers, preferences, privileges, qualifications, and limitations and restrictions set forth below.

4.2. Definitions. As used in this Section 4, the following terms have the following definitions:

4.2.1 “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise). Notwithstanding the foregoing, for purposes of this Certificate of Incorporation, Integral Capital Partners VII, L.P. and its Affiliates shall be considered Affiliates of Silver Lake Partners II, L.P and Silver Lake Technology Investors II, L.L.C. and their respective Affiliates.

2

4.2.2 “Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser.

4.2.3 “Applicable Price per Share” shall mean, (a) at the Public Offering Time, the Public Offering Price and (b) otherwise a fraction, the numerator of which is the excess, if any, of (i) the aggregate value of all Common Stock of the Corporation over (ii) the aggregate Remaining Class L Minimum Payment Amount with respect to all shares of Class L Common Stock outstanding and the denominator of which is the aggregate number of shares of Class A Common Stock and Class L Common Stock (treating each such share of Class A Common Stock as one share and each share of Class L Common Stock as a number of shares equal to the Class L Conversion Constant). For the purpose of clause (b)(i) above, (x) if all of the Common Stock of the Corporation is being Transferred in a Realization Event, the aggregate value of all Common Stock of the Corporation shall be the consideration to be paid in respect of Common Stock in such Realization Event, after deducting all commissions, fees and expenses paid by the Corporation and its subsidiaries in connection with such Realization Event and (y)(1) if some but less than all of the Common Stock of the Corporation is being Transferred in a Realization Event, the aggregate value of all Common Stock of the Corporation shall be extrapolated based on the consideration to be paid in respect of Common Stock in such Realization Event, after deducting all commissions, fees and expenses paid by the Corporation and its subsidiaries in connection with such Realization Event, with a proportionate adjustment as determined by the Majority Principal Investors (or a majority of the shares of Class A Common Stock if there are then no Principal Investor Groups) in good faith and (2) if none of the Common Stock of the Corporation is being transferred in a Realization Event, the aggregate value of all Common Stock shall be determined by the Majority Principal Investors (or a majority of the shares of Class A Common Stock if there are then no Principal Investor Groups) in good faith. For purposes of the foregoing sentence, if the consideration to be paid in respect of the subject Realization Event is other than cash, its value will be deemed its fair market value as determined by the Majority Principal Investors (or a majority of the shares of Class A Common Stock if there are then no Principal Investor Groups) in good faith.

4.2.4 “Board of Directors” shall mean the Board of Directors of the Corporation.

4.2.5 “Business” means SunGard Data Systems Inc.’s businesses, which, as of the date hereof, consist of four separate businesses: (a) the Availability Services business, (b) the Financial Systems business, (c) the K-12 Education business and (d) the Public Sector business. For purposes of this Certificate of Incorporation, any future business acquired by SunGard Data Systems Inc. after the date hereof that is not included in the Availability Services business will automatically be considered part of the Financial Systems, K-12 Education or Public Sector business, as determined by the Board of Directors in its sole discretion.

3

4.2.6 “Change of Control” shall mean the occurrence of (a) any consolidation or merger of the Corporation with or into any other Person, or any other corporate reorganization, transaction or Transfer of securities of the Corporation by its stockholders, or series of related transactions (including the acquisition of capital stock of the Corporation), whether or not the Corporation is a party thereto, in which the stockholders of the Corporation immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the equity economic interests in or voting power of the Corporation or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors or other similar governing body of the Corporation or other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any transaction or series of related transactions, whether or not the Corporation is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Corporation’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the Exchange Act Rules) or any “group” (as defined in the Exchange Act Rules), other than Qualified Institutional Investors (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the consolidated assets of the Corporation. For the avoidance of doubt, none of the following shall, in and of itself constitute a “Change of Control”: (x) a spin-off of one of the Businesses, a sale of one of the Businesses or a comparable transaction or (y) a transaction in which, after giving effect thereto, the Principal Investor Groups and their Affiliates continue to own, directly or indirectly, more than fifty percent (50%) of the equity economic interests or voting power of (i) the Corporation or other surviving entity in the case of a transaction of the sort described in clause (a) above, (ii) the Corporation in the case of a transaction of the sort described in clause (b) above or (iii) the acquiring entity in the case of a transaction of the sort described in clause (c) above.

4.2.7 “Class L Base Amount” shall mean $81.00.

4.2.8 “Class L Conversion Constant” shall mean, at any time as of which it is to be determined, one, adjusted as provided in Section 4.7 below.

4

4.2.9 “Class L Conversion Factor” shall mean, at any time as of which it is to be determined, the sum of

(i) the Class L Conversion Constant

plus

(ii) the quotient obtained by dividing

(a) the Remaining Class L Minimum Payment Amount

by

(b) Applicable Price per Share,

all determined at such time.

4.2.10 “Closing Date” shall mean August 11, 2005.

4.2.11 “Designated Principal Investor Groups” shall mean, as of any time of determination, (a) if at such time there are more than five Principal Investor Groups, the five (or more if necessary to accommodate “ties”) Principal Investor Groups who then hold the greatest number of shares of Common Stock and (b) at any other time, all of the Principal Investor Groups.

4.2.12 “Distributions” shall mean all distributions made by the Corporation to holders of Common Stock, whether by dividend or otherwise (including but not limited to any distributions made by the Corporation to holders of Common Stock (a) in complete or partial liquidation of the Corporation or upon a sale of all or substantially all of the business or assets of the Corporation and its subsidiaries on a consolidated basis and (b) pursuant to a merger, share exchange or consolidation that constitutes a Change in Control); provided, however, that each of the following shall not constitute a Distribution so long as the Board of Directors determines in good faith that the fair market value of any consideration received by the holders of Common Stock participating in such transaction and, without duplication, any shares of Common Stock retained by such holders of Common Stock after such transaction, does not exceed the fair market value of the shares of Common Stock held by such holders prior to such transaction: (w) any redemption or repurchase by the Corporation of any shares of Common Stock for any reason, (x) any recapitalization or exchange of any shares of Common Stock, (y) any subdivision or increase in the number of (by stock split, stock dividend or otherwise), or any combination in any manner of, the outstanding shares of Common Stock or (z) a merger, share exchange or consolidation that does not constitute a Change in Control.

4.2.13 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

5

4.2.14 “Exchange Act Rules” shall mean the rules adopted by the Securities and Exchange Commission under the Exchange Act.

4.2.15 “Initial Public Offering” shall mean the initial public offering and sale by the Corporation of shares of Class A Common Stock (taking into account any subdivision, increase or combination of the Corporation’s Common Stock in connection with the public offering) of the Corporation for cash pursuant to an underwritten initial public offering of such shares registered on Form S-1 (or any successor form under the Securities Act) with the Securities and Exchange Commission.

4.2.16 “Majority in Interest” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares.

4.2.17 “Majority Principal Investors” shall mean, as of any applicable time, (a) Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups in the aggregate and (b) if there are more than five Principal Investor Groups, Designated Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investor Groups in the aggregate

4.2.18 “Minimum Total Combined Investment” shall mean 12,440,954.151 Shares, subject to adjustment for any stock split, stock dividend, combination, recapitalization or similar event involving such class of Stock and further subject to adjustment pursuant to Section 4.8.

4.2.19 “Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

4.2.20 “Principal Investor Group” shall mean any one of (a) Bain Capital Integral Investors, LLC and BCIP TCV, LLC, collectively; (b) Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Participation Partnership IV L.P, Blackstone GT Communications Partners L.P. and Blackstone Family Communications Partnership L.P., collectively; (c) GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore, L.P, Goldman Sachs Direct Investment Fund 2000, LP., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG and GS Capital Partners V Institutional, L.P., collectively; (d) KKR Millennium Fund L.P. and KKR Partners III, L.P., collectively; (e) Providence Equity Partners V LP and Providence Equity Partners V-A LP, collectively; (f) Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.L.C. and Integral Capital Partners VII, LP, collectively; and (g) TPG Partners IV, L.P.,

6

T3 Partners II, L.P., T3 Parallel II, L.P., TPG Solar III LLC and TPG Solar Co-Invest LLC, collectively, and, for each of (a) through (g), together with their respective Permitted Transferees (as defined in the Stockholders Agreement), in each case only if such Person is then a Stockholder (as defined in the Stockholders Agreement) and holds any Shares; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time and at all times thereafter as such Principal Investor Group ceases to hold a Total Combined Investment of at least the Minimum Total Combined Investment; provided, further, that no adjustment pursuant to the “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group.

4.2.21 “Proportionate Event” shall mean, at any time that immediately prior thereto there is more than one Principal Investor Group, the consummation of any transaction or series of related transactions, whether or not the Corporation is a party thereto, that effects a reduction (a “Proportionate Reduction Event”) or increase (a “Proportionate Increase Event”) in the Total Combined Investment of each Principal Investor Group that, in the good faith determination of the Majority Principal Investors (identified as of immediately prior to such consummation), is substantially proportionate with respect to each such Principal Investor Group.

4.2.22 “Public Offering Price” shall mean the price per share to be received by the Corporation or selling stockholders in connection with the sale of shares of Class A Common Stock to the public in the Initial Public Offering (taking into account any subdivision, increase or combination of the Corporation’s Common Stock in connection with the public offering), net of any expenses incurred and any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith.

4.2.23 “Public Offering Time” shall mean the time immediately prior to the determination of the Public Offering Price by the Corporation in respect of the initial sale of shares of Class A Common Stock (taking into account any subdivision, increase or combination of the Corporation’s Common Stock in connection with the public offering) of the Corporation pursuant to the Initial Public Offering and prior to any transfer of beneficial ownership of such shares in such offering.

4.2.24 “Qualified Institutional Investor” shall mean (a) Bain Capital Integral Investors, LLC and BCIP TCV, LLC; (b) Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Participation Partnership IV L.P, Blackstone GT Communications Partners L.P. and Blackstone Family Communications Partnership L.P.; (c) GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore, L.P, Goldman Sachs Direct Investment Fund 2000, LP., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG and GS

7

Capital Partners V Institutional, L.P., (d) KKR Millennium Fund L.P. and KKR Partners III, L.P.; (e) Providence Equity Partners V LP and Providence Equity Partners V-A LP; (f) Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.L.C. and Integral Capital Partners VII, LP; (g) TPG Partners IV, L.P., T3 Partners II, L.P., T3 Parallel II, L.P., TPG Solar III LLC and TPG Solar Co-Invest LLC and (h) the respective Affiliates and Affiliated Funds of the foregoing Persons.

4.2.25 “Realization Event” shall mean a Change in Control.

4.2.26 “Registration Time” shall mean the time immediately prior to the registration by the Corporation of shares of Class A Common Stock (taking into account any subdivision, increase or combination of the Corporation’s Common Stock) of the Corporation pursuant to the Exchange Act.

4.2.27 “Remaining Class L Minimum Payment Amount” shall mean, with respect to any share of Class L Common Stock at any time, the amount that would then be required to be distributed with respect to such share pursuant to Section 4.6.1 in order for no further Distributions to be payable with respect to such share pursuant to Section 4.6.1.

4.2.28 “Requisite Principal Investors” shall mean, at any time, stockholders that are members of a Principal Investor Group and that, in the aggregate, hold a number of shares of Common Stock that is at least two-thirds of the aggregate number of shares of Common Stock then held by all stockholders that are members of a Principal Investor Group.

4.2.29 “Shares” shall mean the Common Stock.

4.2.30 “Stockholders Agreement” shall mean the Amended and Restated Stockholders Agreement, dated as of November 7, 2012, among the Corporation, SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc. and the other parties thereto, as the same may be amended, modified or restated.

4.2.31 “Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

4.2.32 “Total Combined Investment” shall mean, with respect to a Person or group of Persons at any time, the number of shares of Common Stock then held by such Person or group.

4.3. Shares Identical. Except as otherwise provided in this Section 4, for purposes of this Section 4, all shares of Common Stock shall, to the fullest extent permitted by applicable law, be identical in all respects and shall entitle the holders thereof to the same powers, preferences, rights and privileges and shall be subject to the same qualifications, limitations and restrictions.

8

4.4. Voting Rights. Subject to the powers, preferences, rights and privileges of any class of stock (or any series thereof) having any preference or priority over, or rights superior to, the Common Stock that the Corporation may hereafter become authorized to issue, to the fullest extent permitted by applicable law, except as otherwise provided in this Section 4, the holders of the Common Stock shall have and possess all powers and voting and other rights pertaining to the stock of the Corporation. Except as otherwise provided in this Section 4 or as otherwise required by applicable law, all holders of Common Stock shall vote together as a single class, with each share entitled to one vote.

4.4.1 Notwithstanding the provisions of Section 242(b)(2) of the DGCL or anything to the contrary in this Section 4, but subject to Section 4.4.2, the number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) without a separate class vote of the affected class or classes.

4.4.2 In addition to any vote, consent or approval right provided for in this Certificate of Incorporation or as required by applicable law:

(a) Any amendment, alteration, modification, waiver or repeal of any provision of this Certificate of Incorporation, including any filing of a certificate of designation, or the Bylaws of the Corporation, including by means of merger, consolidation or otherwise, shall require the affirmative vote or written consent of the Majority Principal Investors (if there are any Principal Investor Groups remaining).

(b) Any amendment, alteration, modification, waiver or repeal of any provision of this Certificate of Incorporation, including any filing of a certificate of designation, or the Bylaws of the Corporation, including by means of merger, consolidation or otherwise, that, by its terms, adversely affects the voting powers, preferences, or other rights or privileges, or restricts the rights, privileges, powers or immunities of any class of Common Stock disproportionately to any other class of Common Stock shall require the affirmative vote or written consent of the holders of a majority of the outstanding shares of such affected class. For purposes of the foregoing provision, all classes of Class A Common Stock that are affected in the same manner by any such amendment, alteration, modification, waiver or repeal of any provision shall be treated as a single class.

(c) Any increase or decrease (other than by redemption or conversion) in the authorized number of shares of any class of Class A Common Stock (other than Class A-8 Common Stock) shall require the affirmative vote or written consent of the holders of a majority of the outstanding shares of such class.

9

4.5. Directors. So long as there is at least one Principal Investor Group, the number of directors constituting the entire Board of Directors (the “Number of Directors”) shall be a number not less than the number of Principal Investor Groups plus one, as determined by the Majority Principal Investors from time to time, subject to reduction as provided in Section 4.5.2. At such time as there are no Principal Investor Groups, the number of directors constituting the entire Board of Directors shall be no less than one and no more than 15, as determined by the Board of Directors from time to time.

4.5.1 Each director shall be entitled to one vote on all matters to be voted on by the directors. The directors shall vote together as a single class on all matters to be voted on by the directors.

4.5.2 The Board of Directors shall be deemed to be duly constituted notwithstanding one or more vacancies in its membership. Any such vacancy shall automatically reduce the Number of Directors pro tanto, until such time as such vacancy is filled, whereupon the Number of Directors shall be automatically increased pro tanto.

4.6. Distributions. All Distributions shall be made to the holders of Common Stock in the following order of priority:

4.6.1 First, the holders of the shares of Class L Common Stock (other than shares concurrently being converted into Class A Common Stock), as a single and separate class, shall be entitled to receive all Distributions until there has been paid with respect to each such share from amounts then and previously distributed pursuant to this Section 4.6.1 an amount equal to the Class L Base Amount plus an amount sufficient to generate an internal rate of return thereon equal to 13.5% per annum, compounded quarterly (and, in the case of any final Distribution payable pursuant to this Section 4.6.1 with respect to such share to be made other than on the final day of any such quarterly compounding period, such quarterly compounding to be pro-rated based on the ratio of (i) the number of calendar days elapsed since the end of the prior quarterly compounding period to (ii) 90 days). Such internal rate of return shall be calculated by the Board of Directors in good faith and in accordance with accepted financial practices, treating the Class L Base Amount of each share as having been paid for such share on the Closing Date and each Distribution with respect to the Class L Common Stock as having been made on the date it is actually paid by the Corporation. For purposes of this Section 4.6.1, if the Distribution is other than in cash, its value will be deemed its fair market value as determined by the Majority Principal Investors (or the Board of Directors if there are then no Principal Investor Groups remaining) in good faith.

4.6.2 Second, after the full required amount of Distributions have been made pursuant to Section 4.6.1 above, all holders of the shares of Common Stock,

10

as a single class, shall thereafter be entitled to receive all remaining Distributions pro rata based on the number of outstanding shares of Common Stock; provided that for purposes of this Section 4.6.2, each share of Class L Common Stock shall be deemed to have been converted into a number of shares of Class A-8 Common Stock equal to the Class L Conversion Constant.

All Distributions pursuant to Sections 4.6.1 and 4.6.2 shall be made ratably among the holders of the class or classes of Common Stock in question, based on the number of shares of such class held by such holders.

4.7. Stock Splits and Stock Dividends. The Corporation shall not in any manner subdivide or increase the number of (by stock split, stock dividend or other similar manner), or combine in any manner, the outstanding shares of Class L Common Stock. The Corporation shall not in any manner subdivide or increase the number of (by stock split, stock dividend or other similar manner), or combine in any manner, any class of outstanding Class A Common Stock unless the other classes of Class A Common Stock shall be proportionately subdivided, increased or combined and a proportional adjustment is made to the Class L Conversion Constant. In no event shall any such subdivision, increase or combination constitute a Distribution in respect of any share of Common Stock.

4.8. Adjustments Resulting from Proportionate Events. The Minimum Total Combined Investment set forth in Section 4.2.18 shall automatically be proportionately reduced effective immediately prior to any Proportionate Reduction Event; provided, however, that no such adjustment shall be made to the extent that the effect of such Proportionate Reduction Event is to offset the effect of any Proportionate Increase Event occurring since the later of: (x) the most recent Proportionate Reduction Event, if any, for which an adjustment was made pursuant to this Section 4.8 and (y) the Closing Date.

4.9. Conversion of Class L Common Stock.

4.9.1 Conversion in Connection with Public Offering. Immediately prior to the Public Offering Time, without any action by the Board of Directors or any stockholder of the Corporation, each outstanding share of Class L Common Stock shall automatically convert into a number of shares of Residual Class A Common Stock equal to the Class L Conversion Factor at the time of conversion.

4.9.2 Conversion in Connection with a Realization Event. At any time, in connection with a Realization Event, upon a vote of the Requisite Principal Investors (or a majority of the shares of Class L Common Stock if there are then no Principal Investor Groups), each outstanding share of Class L Common Stock shall automatically convert into a number of shares of Residual Class A Common Stock equal to the Class L Conversion Factor at the time of conversion; and such vote may be taken prior to such Realization Event provided that the effectiveness thereof and the conversion of shares effected thereby are conditioned and made effective upon the occurrence of such Realization Event.

11

4.9.3 Conversion in Connection with Registration. Immediately prior to the Registration Time, unless the Majority Principal Investors (or the holders of a majority of the shares of Class L Common Stock if there are then no Principal Investor Groups) determine in writing not to permit such conversion, each outstanding share of Class L Common Stock shall automatically convert into a number of shares of Residual Class A Common Stock equal to the Class L Conversion Factor at the time of conversion.

4.9.4 Fractional Share, etc. Upon conversion under Section 4.9.1, 4.9.2 or 4.9.3 above, fractional shares shall be converted into equivalent fractional shares of Residual Class A Common Stock (or, at the discretion of the Board of Directors, eliminated in return for payment therefor in cash at the fair market value thereof, as determined in good faith by the Board of Directors).

4.9.5 No Further Distributions; Elimination. No Distributions shall be or become payable on any shares of Class L Common Stock pursuant to Section 4.6 at or following any conversion pursuant to this Section 4.9. From and after such conversion, such shares of Class L Common Stock shall be retired and shall not be reissued, and upon the filing of a certificate in accordance with Section 243 of the DGCL, the authorized shares of Class L Common Stock shall be eliminated.

4.10. Conversion of Class A Common Stock

4.10.1 Conversion of a Share By Election or Transfer by Holder. Each outstanding share of Class A Common Stock other than Residual Class A Common Stock (collectively, the “Convertible Class A Common Stock”) shall be converted into one share of Residual Class A Common Stock (i) at any time at the option of the holder of such share and (ii) automatically, without any further action by the holder of such share, upon the valid transfer of such share to any Person other than an Affiliate or Affiliated Fund of the initial holder of such shares as of the Closing Date; provided, that such shares of Convertible Class A Common Stock shall not convert into shares of Residual Class A Common Stock pursuant to clause (ii) above if the holder of such shares transfers all Convertible Class A Common Stock then held by such holder and the Requisite Principal Investors (or a Majority-in-Interest of the Class A Common Stock if there are no Principal Investor Groups remaining) other than the holder of such shares consent to such non-conversion.

4.10.2 Conversion of All Shares by Election on IPO. Unless the Requisite Principal Investors elect otherwise, immediately prior to the Public Offering Time, all outstanding shares of Convertible Class A Common Stock shall convert into an equal number of shares of Residual Class A Common Stock. If the Requisite Principal Investors elect not to have such conversion occur, they may elect to cause such conversion at any later date.

4.10.3 Automatic Conversion of All Shares. Each outstanding share of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock,

12

Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, as applicable, shall be converted into one share of Residual Class A Common Stock automatically, without any further action by the holder of such share, at such time as the holders of the outstanding shares of such class no longer hold, in the aggregate, a Total Combined Investment of at least the Minimum Total Combined Investment.

4.10.4 No Reissuance, etc. From and after such conversion of any share of Convertible Class A Common Stock into Residual Class A Common Stock, such share of Convertible Class A Common Stock shall be retired and shall not be reissued. From and after such conversion of all outstanding shares of Convertible Class A Common Stock, upon the filing of a certificate in accordance with Section 243 of the DGCL, the authorized shares of Convertible Class A Common Stock shall be eliminated.

4.11. Effect of Conversion. Upon conversion of any share of Common Stock, the holder shall surrender the certificate evidencing such share to the Corporation at its principal place of business. Promptly after receipt of such certificate, the Corporation shall issue and send to such holder a new certificate, registered in the name of such holder, evidencing the number of shares of Common Stock into which such share has been converted. From and after the time of conversion of any share of Common Stock, the rights of the holder thereof as such shall cease, other than the right to receive, when and if payable, any Distributions declared in respect of Class L Common Stock and unpaid as of the time of conversion (excluding any such Distribution pursuant to Section 4.6.1 solely to the extent the Remaining Class L Minimum Payment Amount shall not have been reduced at or prior to the time of conversion in respect of such Distribution); the certificate formerly evidencing such share shall, until surrendered and reissued as provided above, evidence the applicable number of shares of the applicable class of Common Stock; and such holder shall be deemed to have become the holder of record of the applicable number of shares of the applicable class of Common Stock.

4.12. Replacement. Upon receipt of an affidavit of the registered owner of one or more shares of any class of Common Stock (or such other evidence as may be reasonably satisfactory to the Corporation) with respect to the ownership and the loss, theft, destruction or mutilation of any certificate evidencing such shares of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (it being understood that if the holder is a Qualified Institutional Investor, or any other holder of shares of Common Stock of the Corporation which is an entity regularly engaged in the business of investing in companies and meets such requirements of creditworthiness as may reasonably be imposed by the Corporation in connection with the provisions of this paragraph, or any executive officer of the Corporation, its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

13

4.13. Notices. All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

4.14. Prohibition on Distributions Constituting Taxable Events. Notwithstanding anything to the contrary in this Section 4, the Corporation shall not, without the written approval of both (a) the holders of a majority of the outstanding shares of Class L Common Stock or, if there is no Class L Common Stock then outstanding, the holders of a majority of the shares of Class L Common Stock outstanding at the time such Common Stock was converted into Class A Common Stock and (b) the Majority Principal Investors (if any) (collectively, the “Special Class L Majority”), pay any dividend or make any other distribution on any share of capital stock or other security or interest in the Corporation other than Class L Common Stock, or take any other action, so long as any share of Class L Common Stock is outstanding and for three years thereafter, if the effect of such dividend, distribution or action might be to make (i) an increase of the Remaining Class L Minimum Payment Amount, (ii) a conversion of the Class L Common Stock into Class A Common Stock or (iii) an adjustment of the Class L Conversion Factor a taxable event to the holders of the Class L Common Stock. No amendment to the provisions of this Section 4.14 shall be effective without the prior written consent of the Special Class L Majority.

5. The election of directors need not be by ballot unless the Bylaws shall so require.

6. In furtherance and not in limitation of the power conferred upon the Board of Directors by law, subject to Section 4.4.2, the Board of Directors shall have power to make, adopt, alter, amend and repeal from time to time Bylaws of this Corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal Bylaws made by the Board of Directors.

7. A director of this Corporation shall not be liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the DGCL as in effect at the time such liability is determined. No amendment or repeal of this Section 7 shall apply to or have any effect on the liability or alleged liability of any director of this Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

8. To the maximum extent permitted from time to time under the laws of the State of Delaware, this Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders or the Affiliates of the foregoing, other than those officers, directors, stockholders or Affiliates who are employees of this Corporation. No amendment or repeal of this Section 8 shall apply to or have any effect on the liability or alleged liability of any such officer, director, stockholder or Affiliate of the Corporation for or with respect to any opportunities of which such officer, director, stockholder or Affiliate becomes aware prior to such amendment or repeal.

14

9. This Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify, and upon request shall advance expenses to, any person (each, an “Indemnitee”) who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such Indemnitee is or was or has agreed to be a director or officer of this Corporation or while a director or officer is or was serving at the request of this Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, against expenses (including, without limitation, attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this Corporation to indemnify or advance expenses to any Indemnitee in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such Indemnitee. Such indemnification and advancement of expenses shall not be exclusive of other indemnification rights arising as a matter of law, under any Bylaw, agreement, vote of directors or stockholders or otherwise, both as to action in such Indemnitee’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs and legal representatives of such Indemnitee. Any Indemnitee seeking indemnification under this Section 9 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this Section 9 shall not adversely affect any right or protection of a director or officer of this Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification. This Corporation may enter into agreements relating to indemnification with any director or officer of this Corporation on mutually agreed upon terms.

The Corporation’s advancement and indemnification obligations with respect to an Indemnitee under this Section 9 shall be the primary source of advancement and indemnification of such Indemnitee and any advancement or indemnification obligations to such Indemnitee on the part of any stockholder of the Corporation or any affiliate of such stockholder (other than the Corporation or any of its direct or indirect subsidiaries) shall be secondary to such obligations of the Corporation. The Corporation shall have no right to seek contribution or indemnification from, or subrogation against, any such stockholder of the Corporation or any affiliate of such stockholder (other than the Corporation or any of its direct or indirect subsidiaries) in respect of any advancement or indemnification obligations of the Corporation with respect to an Indemnitee under this Section 9.

The Corporation shall have the power to purchase and maintain, at its expense, insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL or the terms of this Certificate of Incorporation.

15

10. The books of this Corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the Board of Directors or in the Bylaws of this Corporation.

11. If at any time this Corporation shall have a class of stock registered pursuant to the provisions of the Exchange Act, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent. This Corporation shall not be governed by Section 203 of the DGCL.

12. The Corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation in the manner now or hereafter prescribed by statute, and, except as specified in this Certificate of Incorporation, all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation.

16

IN WITNESS WHEREOF, the undersigned has caused this Second Amended and Restated Certificate of Incorporation to be executed by Leslie S. Brush, its Vice President and Secretary this 7^th day of November, 2012.

SUNGARD CAPITAL CORP.
/s/ Leslie S. Brush
Name:	Leslie S. Brush
Title:	Vice President and Secretary

EX-10.1

Confidential Execution Version

Exhibit 10.1

AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

by and among

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Holding Corp.

SunGard Holdco LLC

SunGard Data Systems Inc.

and

the Principal Investors

Dated as of November 7, 2012

TABLE OF CONTENTS

		Page
ARTICLE I EFFECTIVENESS; DEFINITIONS			2
1.1	Effective Time		2
1.2	Definitions		2
ARTICLE II VOTING AGREEMENT			2
2.1	Actions that Require Majority Principal Investor Approval		2
2.2	Actions that Require Requisite Principal Investor Approval		3
2.3	Actions that Require Board Approval		5
2.4	Other Restricted Actions		6
2.5	Chairman of the Board		7
2.6	Committees		7
2.7	Lowerco’s, Holding’s, LLC’s and SDS’s Directors and Managers		8
2.8	Operating Committee		8
2.9	The Company, LLC, Lowerco and Holdings		8
2.10	Post-IPO Governance		8
2.11	Recapitalization Transaction Drag Along		8
2.12	Period		9
2.13	Proxies		9
ARTICLE III TRANSFER RESTRICTIONS			9
3.1	Permitted Transferees		9
3.2	Transfers Between Principal Investor Groups		9
ARTICLE IV COVENANTS			9
4.1	Annual Budget		9
4.2	Directors’ and Officers’ Insurance		9
4.3	Expenses		10
4.4	Annual Valuation		10
ARTICLE V REMEDIES			10
5.1	Generally		10
ARTICLE VI LEGENDS			10
6.1	Restrictive Legend		10
6.2	Stop Transfer Instruction		10
6.3	Classes of Shares Separately Transferable		10
ARTICLE VII AMENDMENT, TERMINATION, ETC.			11
7.1	Oral Modifications		11
7.2	Written Modifications		11
7.3	Withdrawal from Agreement		11
7.4	Termination; Effect of Termination		11
ARTICLE VIII DEFINITIONS			11
8.1	Certain Matters of Construction		11
8.2	Definitions		12
ARTICLE IX MISCELLANEOUS			18
9.1	Authority: Effect		18
9.2	Notices		18
9.3	Binding Effect, Etc.		21
9.4	Descriptive Heading		21
9.5	Counterparts		21
9.6	Severability		21
9.7	No Recourse		21
9.8	Obligations of Company, Lowerco, Holdings, LLC and SDS		22
9.9	Indemnity and Liability; Reimbursement		22
ARTICLE X GOVERNING LAW			23
10.1	Governing Law		23
10.2	Consent to Jurisdiction		23
10.3	WAIVER OF JURY TRIAL		24
10.4	Exercise of Rights and Remedies		24

-i-

AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

This Amended and Restated Principal Investor Agreement (the “Agreement”) is made as of November 7, 2012 by and among:

(i) SunGard Capital Corp., a Delaware corporation (together with its successors and permitted assigns, the “Company”);

(ii) SunGard Capital Corp. II, a Delaware corporation (together with its successors and permitted assigns, “Lowerco”);

(iii) SunGard Holding Corp., a Delaware corporation (together with its successors and permitted assigns, “Holdings”);

(iv) SunGard Holdco LLC (together with its successors and permitted assigns, “LLC”);

(v) SunGard Data Systems Inc., a Delaware corporation (“SDS”); and

(vi) each Person executing this Agreement and listed as a Principal Investor on the signature pages hereto (collectively with their Permitted Transferees and so long as they are members of a Principal Investor Group, the “Principal Investors”).

RECITALS

WHEREAS, the Company was formed by the Principal Investors for the purpose of the acquisition of SDS and functions solely as a holding company, with its principal asset being an indirect investment in the common stock of SDS;

WHEREAS, on August 11, 2005 (the “Closing Date”), Solar Capital Corp., a special purpose corporation created solely for the acquisition of SDS and an indirect wholly owned subsidiary of the Company, merged with and into SDS, with SDS being the surviving corporation;

WHEREAS, in connection with the acquisition of SDS, the Company, Lowerco, Holdings, LLC, Solar Capital Corp., a Delaware corporation, and the Principal Investors entered into a Principal Investor Agreement, dated as of August 10, 2005 (the “Principal Investor Agreement”);

WHEREAS, the Board has determined that it is in the best interests of the Company and the holders of the Company’s common stock to amend and restate the Company’s certificate of incorporation in the form attached hereto as Exhibit A (the “Substitution Charter Amendment”) to remove the specific class rights associated with Class A-1 through Class A-7 of the Company’s common stock and make such other amendments as are incidental to the foregoing;

WHEREAS, contemporaneously with entering into this Agreement, the parties are amending and restating that certain Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, among the Company, Lowerco, Holdings, LLC, SDS and certain stockholders of the Company and Lowerco and that certain Stockholders Agreement, dated as of August 10, 2005, among the Company, Lowerco, Holdings, LLC, SDS and certain stockholders of the Company and Lowerco; and

WHEREAS, in connection with the Substitution Charter Amendment, the parties believe that it is in the best interests of the Company, Lowerco, Holdings, LLC, SDS and the Principal Investors to amend and restate the Principal Investor Agreement as set forth in this Agreement.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

ARTICLE I

EFFECTIVENESS; DEFINITIONS

1.1 Effective Time. This Agreement shall become effective upon the effectiveness of the Substitution Charter Amendment (the “Effective Time”).

1.2 Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Article VIII hereof.

ARTICLE II

VOTING AGREEMENT

2.1 Actions that Require Majority Principal Investor Approval. In addition to any other approval required by the certificate of incorporation or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings or SDS or by applicable law, the approval of the Majority Principal Investors shall be required for any of the Company, Lowerco, Holdings, LLC or SDS to take any of the following actions, and the Company, Lowerco, Holdings, LLC and SDS shall not, and shall cause their respective subsidiaries not to, take any of the following actions without the written approval of the Majority Principal Investors:

2.1.1 Charter; By-laws; LLC Agreement; Stockholders Agreements. Subject to Sections 2.2.1 and 2.4.2, amend or waive any provisions of the certificate of incorporation or by-laws or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or SDS or amend or waive any provisions of the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement.

2.1.2 Annual Budget. Approve the annual operating budget of the Company and its subsidiaries, modify in any material respect any such budget or take any action that is or would be reasonably likely to result in a material variance therefrom.

2.1.3 Joint Ventures and Alliances. Enter into any joint venture or strategic alliance other than in the ordinary course of business which, together with all related transactions, has an aggregate value in excess of $50,000,000.

2.1.4 Executive Officers. Subject to Section 2.2.2, hire or remove, with or without cause, or enter into, renew, materially modify or terminate any employment contract with, any executive officer of the Company, Lowerco, Holdings, LLC or SDS from time to time.

2.1.5 Management Incentive Plan. Adopt or make a material amendment to any cash or equity based management incentive plan.

2.1.6 Management Equity Repurchases. Enter into or effect any transaction or series of related transactions involving the repurchase, redemption or other acquisition of securities, or options or rights to acquire any securities, of the Company or any of its subsidiaries from any Person who is or was a Manager or Manager Designee other than any such repurchases (a) pursuant to Section 6.2 of the Stockholders Agreement (the put option) or (b) that do not exceed $500,000 per Manager pursuant to Section 6.1 of the Stockholders Agreement (the call option). Any repurchase (other than a repurchase pursuant to Section 6.2 of the Stockholders Agreement) from a current or former Manager or Manager Designee shall require (i) approval of the Board of Directors if the value of the equity repurchase is greater than $2,000,000, (ii) approval of the Equity Repurchase Committee if the value of the equity repurchase is between $1,000,000 and $2,000,000 or (iii) if the value of the equity repurchase is less than $1,000,000, approval of any two of the following three Company officers: chief executive officer, chief financial officer and general counsel.

2.1.7 Prepayment or Modification of Debt. Voluntarily prepay debt of the Company or any of its subsidiaries outside the ordinary course of business, or amend or waive any material provisions of any agreement, indenture or similar instrument governing the terms of any indebtedness or debt securities of the Company or any of its subsidiaries with a principal amount in excess of $50,000,000.

2.1.8 Initial Public Offering. At any time subsequent to August 10, 2011, register any equity securities under the Securities Act in connection with, or consummate, an Initial Public Offering, including an Initial Public Offering initiated pursuant to Section 3.1 of the Participation, Registration Rights and Coordination Agreement, or register any equity securities of any subsidiary of the Company under the Securities Act; provided, however, that no such approval shall be required for the inclusion of any Registrable Securities (as defined in the Participation, Registration Rights and Coordination Agreement) in any registration statement relating to an Initial Public Offering pursuant to the exercise by the holders thereof of piggyback registration rights under Section 3.2 of the Participation, Registration Rights and Coordination Agreement, if applicable.

2.1.9 Agreements or Commitments. Enter into any agreement or otherwise obligate or commit the Company or any of its subsidiaries to do any of the foregoing.

2.2 Actions that Require Requisite Principal Investor Approval. In addition to any other approval required by the certificate of incorporation or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or SDS or by applicable law, the approval of the Requisite Principal Investors shall be required for any of the Company, Lowerco, Holdings, LLC or SDS to take any of the following actions, and the Company, Lowerco, Holdings, LLC and SDS shall not, and shall cause their respective subsidiaries not to, take any of the following actions without the approval of the Requisite Principal Investors:

2.2.1 Charter; By-laws; LLC Agreement; Stockholders Agreement. Amend or waive any provision of the certificate of incorporation or by-laws or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or SDS that requires consent or approval of the Requisite Principal Investors, or amend or waive any provision of the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement that requires consent or approval of the Requisite Principal Investors.

2.2.2 Chief Executive Officer. Hire or remove, with or without cause, or enter into, renew, materially modify or terminate any employment contract with, the chief executive officer of the Company or SDS from time to time.

2.2.3 Change of Control. Effect a Change of Control.

2.2.4 Repurchase of Securities, Payment of Dividends. Prior to the closing of the Initial Public Offering, (a) enter into or effect any transaction or series of related transactions involving the repurchase, redemption or other acquisition of securities of the Company or any of its direct or indirect subsidiaries from any Investor or (b) declare or pay any dividend by the Company or any of its subsidiaries (other than dividends payable to the Company or any of its wholly-owned subsidiaries).

2.2.5 Recapitalization. Except as provided in the Company’s certificate of incorporation, enter into or effect any transaction or series of related transactions that would effect a recapitalization or reclassification of the Company’s or Lowerco’s securities or any of their subsidiaries’ (other than wholly-owned subsidiaries) securities.

2.2.6 Acquisition of Assets. Enter into or effect any transaction or series of related transactions involving the purchase, rent, lease in, license in, exchange or other acquisition (whether by merger, consolidation or otherwise) by the Company or any of its direct or indirect subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the Board) in excess of $50,000,000, other than (a) transactions between and among any of the Company and its direct or indirect wholly-owned subsidiaries and (b) purchases, rentals, leases, licenses, exchanges or other acquisitions of inventory, equipment and supplies in the ordinary course of business.

2.2.7 Sale of Assets. Enter into or effect any transaction or series of related transactions, involving the sale, lease out, license out, exchange or other disposal (including by merger, consolidation or otherwise) by the Company or any of its direct or indirect subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the Board) in excess of $50,000,000, other than (a) transactions between and among any of the Company and its direct or indirect wholly-owned subsidiaries and (b) sales, leases, licensing, exchanges or other disposition of products of the Company’s business in the ordinary course of business.

2.2.8 Initial Public Offering. At any time on or prior to August 10, 2011, register any equity securities under the Securities Act in connection with, or consummate, an Initial Public Offering, including an Initial Public Offering initiated pursuant to Section 3.1 of the Participation, Registration Rights and Coordination Agreement, or register any equity securities of any subsidiary of the Company under the Securities Act; provided, however, that no such approval shall be required for the inclusion of any Registrable Securities (as defined in the Participation, Registration Rights and Coordination Agreement) in any registration statement relating to an Initial Public Offering pursuant to the exercise by the holders thereof of piggyback registration rights under Section 3.2 of the Participation, Registration Rights and Coordination Agreement, if applicable.

2.2.9 Indebtedness; Investments, etc. Other than borrowings under the Existing Debt Documents or any other debt agreement which was previously approved by the Requisite Principal Investors, (a) incur any indebtedness, assume, guarantee, endorse or otherwise as an accommodation become responsible for the indebtedness of any other Person (provided that the Company or any of its direct or indirect subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this Section 2.2.9), issue any debt securities, enter into any agreement under which it may incur indebtedness or issue debt securities in the future, in an aggregate amount in excess of $100,000,000 for all such matters or (b) make any loan, advance or capital contribution to any Person (other than the Company or any of its subsidiaries), in each case outstanding at any time, in an aggregate amount in excess of $100,000,000 for all such matters.

2.2.10 Equity Issuances. Authorize, create or issue any equity securities of the Company or any of its subsidiaries (except as may be issued to the Company or any of its wholly-owned subsidiaries), issue any options or rights to acquire any equity securities of the Company or any of its subsidiaries or grant any registration rights in respect of any such securities, options or rights, except for (a) equity securities issued in any Initial Public Offering approved pursuant to Section 2.1.8 or 2.2.8, (b) equity securities, options or rights to acquire equity securities and piggyback registration rights issued or granted pursuant to management incentive plans approved pursuant to Section 2.1.5, (c) other issuances (other than to current or former employees, consultants or directors) of equity securities or options or rights to acquire equity securities with value (as reasonably determined by the Board of Directors), not in excess of $50,000,000 in the aggregate and (d) issuances in connection with a recapitalization or reclassification transaction approved pursuant to Section 2.2.5.

2.2.11 Bankruptcy, etc. Commence a voluntary case under the U.S. bankruptcy code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; consent to the entry of an order for relief in an involuntary case, or the conversion of an involuntary case to a voluntary case, under any such law; consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; make a general assignment for the benefit of creditors; or adopt a plan of complete or partial liquidation or dissolution.

2.2.12 Board of Directors; Committees. Prior to the closing of the Initial Public Offering, (a) expand the number of members of the Board to more than the sum of (i) the then current number of Principal Investor Groups and (ii) three, (b) elect any director to the Board pursuant to Section 7.1.2 of the Stockholders Agreement, provided that any director so elected (other than any director who is also serving

as the Chief Executive Officer) will be Independent, (c) remove a director pursuant to Section 7.2 of the Stockholders Agreement who was elected pursuant to Section 7.1.2 of the Stockholders Agreement, (d) fill any vacancy on the Board of Directors pursuant to Section 7.3(ii) of the Stockholders Agreement, (e) modify the composition of any Board Committee other than in accordance with the terms of this Agreement, (f) create any new Board Committee to which the Board delegates authority (which, if approved by the Majority Principal Investors must be a delegation of authority not inconsistent with this Agreement and in accordance with Section 2.6) or (g) amend Section 2.7 hereof.

2.2.13 Agreements or Commitments. Enter into any agreement or otherwise obligate or commit the Company or any of its subsidiaries to do any of the foregoing.

2.3 Actions that Require Board Approval. In addition to any other approval required by this Agreement or the certificate of incorporation or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or SDS or by applicable law, the approval of the Board (or a committee thereof to which it delegates authority with respect to such matter in accordance with this Agreement) shall be required for any of the Company, Lowerco, Holdings, LLC or SDS to take any of the following actions, and the Company, Lowerco, Holdings, LLC and SDS shall not, and shall cause their respective subsidiaries not to, take any of the following actions without the approval of the Board (or a committee thereof to which it delegates authority with respect to such matter in accordance with this Agreement):

2.3.1 Joint Ventures and Alliances. Enter into any joint venture or strategic alliance which, together with all related transactions, has an aggregate value in excess of $25,000,000.

2.3.2 Acquisition of Assets. Enter into or effect any transaction or series of related transactions involving the purchase, rent, lease in, license in, exchange or other acquisition (whether by merger, consolidation or otherwise) by the Company or any of its direct or indirect subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the Board) in excess of $25,000,000, other than (a) transactions between and among any of the Company and its direct or indirect wholly-owned subsidiaries and (b) purchases, rentals, leases, licenses, exchanges or other acquisitions of inventory, equipment and supplies in the ordinary course of business.

2.3.3 Sale of Assets. Enter into or effect any transaction or series of related transactions, involving the sale, lease out, license out, exchange or other disposal (including by merger, consolidation or otherwise) by the Company or any of its direct or indirect subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the Board) in excess of $25,000,000, other than (a) transactions between and among any of the Company and its direct or indirect wholly-owned subsidiaries and (b) sales, leases, licensing, exchanges or other disposition of products of the Company’s business in the ordinary course of business.

2.3.4 Indebtedness; Investments, etc. Other than borrowings under the Existing Debt Documents or any other debt agreement which was previously approved by the Requisite Principal Investors, (a) incur any indebtedness, assume, guarantee, endorse or otherwise as an accommodation become responsible for the indebtedness of any other Person (provided that the Company or any of its direct or indirect subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this Section 2.3.4), issue any debt securities, enter into any agreement under which it may incur indebtedness or issue debt securities in the future, in excess of $25,000,000 or (b) make any loan, advance or capital contribution to any Person (other than the Company or any of its subsidiaries), in each case outstanding at any time, in an amount in excess of $25,000,000.

2.3.5 Agreements or Commitments. Enter into any agreement or otherwise obligate or commit the Company or any of its subsidiaries to do any of the foregoing.

2.4 Other Restricted Actions.

2.4.1 In addition to any approval required by Section 2.1, 2.2 or 2.3, any transaction or agreement between the Company or one of its subsidiaries, on the one hand, and a member of a Principal Investor Group or one of its Affiliates, on the other, shall require the consent of the Principal Investor Majority unless such transaction (i) is entered into in the ordinary course of business of (A) the Company or such subsidiary and (B) the applicable member of a Principal Investor Group or applicable Affiliate, (ii) is negotiated by employees of the Company or such subsidiary that are not executive officers of the Company, or Affiliates of such Principal Investor Group, (iii) is on terms comparable to those that would be received on an arms’ length basis and (iv) does not involve the payment of funds to, or the provision of services by, the Principal Investor Group, provided that this Section 2.4.1 shall not apply to any purchase of debt by an Affiliate of a Principal Investor or any transaction between such Affiliate and the Company or one of its subsidiaries related to the ownership of such debt, provided such purchase or transaction is on terms (except with respect to relief from all or part of any underwriting or placement fee applicable to such purchase or transaction) comparable to those offered to unaffiliated third parties with respect to such debt.

2.4.2 Each of the Principal Investor Groups agrees that it will not amend, modify or waive any of the following, unless such amendment, modification or waiver is approved by each Principal Investor Group:

(i) any provision of Article III (Transfer Restrictions), Article V (Holder Lock-Up) or Article IX (Legends) of the Stockholders Agreement or Article IV (Transfer Restrictions) or Article IX (Legends) of the Participation, Registration Rights and Coordination Agreement, or any other provision of this Agreement or the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement that imposes additional transfer restrictions on the Principal Investors or reduces the transfer restrictions imposed on any Principal Investor without a corresponding reduction in the transfer restrictions imposed on all other Principal Investors;

(ii) any provision of Article IV of the Stockholders Agreement (Tags and Drags) that (x) reduces the Principal Investors’ rights as a Participating Seller (or their right to become a Participating Seller) under Section 4.1 of the Stockholders Agreement or (y) increases the Principal Investors’ obligations as a Participating Seller (or adversely modifies the circumstances under which they can be required to be a Participating Seller);

(iii) any provision of the definition of Principal Investor Group in the certificate of incorporation of the Company, the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement or this Agreement that narrows such definition so as to raise the threshold criteria to remain a Principal Investor Group;

(iv) the Information Rights available to the Principal Investors under Section 7.1 of the Participation, Registration Rights and Coordination Agreement in a manner that reduces such rights;

(v) the definitions of Participation Shares or Participation Portion in the Participation, Registration Rights and Coordination Agreement that reduces the rights of a Principal Investor to participate in issuances of securities pursuant to Article II thereof;

(vi) prior to the Initial Public Offering, the definition of Minimum Total Combined Investment in the certificate of incorporation of the Company that increases the number of shares of Common Stock threshold set forth therein or any amendment to Section 4.10.3 of such certificate of incorporation;

(vii) prior to the Initial Public Offering, Section 4.5 of the certificate of incorporation of the Company or Section 2.1.4 or 7.1 of the Stockholders Agreement, in each case, in a manner that reduces the number of directors each Principal Investor Group is entitled to designate to the Board;

(viii) Section 12.7 or 12.8 of the Stockholders Agreement, Section 11.7 or 11.8 of the Participation, Registration Rights and Coordination Agreement;

(ix) Article III of the Participation, Registration Rights and Coordination Agreement that materially reduces or restricts the rights of a Principal Investor to initiate or participate in registered offerings of Common Stock;

(x) Section 9.9 of this Agreement that materially reduces the indemnification rights set forth therein;

(xi) Sections 2.4.1, 2.11, 2.12, 6.1 or 6.2 hereof or the definition of “VCOC Event” herein;

(xii) Section 8.3 of the Participation, Registration Rights and Coordination Agreement and Section 10.3 of the Stockholders Agreement that materially reduces or restricts the rights of a Principal Investor to withdraw from such agreements; or

(xiii) the certificate of incorporation of the Company to effect a reverse stock split in which any of the Stock held by any Principal Investor is converted into the right to receive cash in lieu of a fractional share;

provided, that any amendment to the definitions used in such provisions (only to the extent any such amendment would have an effect contrary to the intent set forth in any of clauses (i) through (xiii) immediately above) shall also require the consent of each Principal Investor Group; provided, further, that the consent of any Principal Investor or Principal Investor Group, as applicable, shall be required for any amendment, modification or waiver to the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement, the certificate of incorporation of the Company or Lowerco or this Agreement that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as compared to the other Principal Investors or Principal Investor Groups, as applicable; provided, however, that notwithstanding any provision to the contrary, the certificate of incorporation of the Company may be amended in any way in connection with the Initial Public Offering so long as the Requisite Principal Investors consent to such amendment and such amendment does not Discriminate against any Principal Investor or Principal Investor Group that has not consented thereto.

2.5 Chairman of the Board. The Company shall, and each Principal Investor shall use its reasonable best efforts to, cause the Principal Investor Director designated by the Silver Lake Investors to serve at all times as the Chairman of the Board.

2.6 Committees. The Company shall, and each Principal Investor shall use its reasonable best efforts to, cause the Board to maintain the following committees: (a) an Executive Committee, (b) an Audit Committee, (c) a Compensation Committee, (d) a Nominating and Corporate Governance Committee, (e) a Data Center Oversight Committee and (f) any other committee as the Board shall determine in its discretion, subject to Section 2.2.12; provided, that the appointment of a committee and/or the delegation of board authority to a committee shall be accomplished in accordance with the by-laws of the Company, subject to Section 2.2.12.

2.6.1 Executive Committee. The Executive Committee will be comprised of the directors designated by the Designated Principal Investor Groups, except to the extent any Designated Principal Investor Group waives its right to have its designated director be a member of the Executive Committee. The Executive Committee will be chaired by the Chairman of the Board. The role of the Executive Committee will be solely to call Board meetings, set the agenda for such meetings, identify issues to be considered by the Board and liaise with the Company’s, and its subsidiaries’, management.

2.6.2 Modification Upon an IPO. In conjunction with the Initial Public Offering, the provisions of this Section 2.6 shall be amended as necessary to comply with any applicable law or the standards required by any securities exchange on which stock of the Company will be listed or other market on which stock of the Company is authorized for quotation.

2.7 Lowerco’s, Holding’s, LLC’s and SDS’s Directors and Managers. The Company will cause the boards of directors or managers, as applicable, of Lowerco, Holdings, LLC and SDS to consist at all times of the same members as the Board of the Company at such time; provided, that a Principal Investor Group may, by notice to the Company and the other Principal Investor Groups, have a different person serve as a director or manager, as applicable, of Lowerco, Holdings, LLC and/or SDS than such Principal Investor Group designated to serve on the Board of the Company; provided, further, that the number of director designees of each Principal Investor Group with respect to any such other board composition shall be in proportion to the number of director designees of each Principal Investor Group with respect to the Board of the Company and each Principal Investor Group with a director designee on the Board of the Company shall have the right to nominate at least one member to each such board of directors unless no Principal Investor Group has any director designees on such board (and the Company shall cause, and, where applicable, shall cause its subsidiaries to cause, such nominee at be elected to such boards). SDS shall, and the Company shall use its best efforts to, cause the board of directors of SDS to maintain at all times such committees as the Company at such time, with the same member composition; provided, that a Principal Investor Group may, by notice to the Company and the other Principal Investor Groups, have a different person serve on a committee of SDS than serves on the corresponding committee for the Company.

2.8 Operating Committee. The Principal Investor Groups will create an operating committee (the “Operating Committee”) to work with management of the Company and provide advice to the Board, when requested to do so, with respect to any matter, including acquisitions, dispositions, financings and operating performance. Each Principal Investor Group shall be permitted to designate one representative (who shall not be a director of the Company) to participate on the Operating Committee, and shall be permitted to remove and replace such designee from time to time, provided that a Principal Investor Group’s designee shall be automatically removed (and not replaced) at such time as such Principal Investor Group ceases to be a Principal Investor Group in accordance with the definition thereof. The Company shall present, and shall cause each of its direct and indirect subsidiaries to present to the Operating Committee for its review, any transaction of a sort otherwise described in any of Section 2.3.1 through 2.3.4 but which has a transaction value of more than $10,000,000 but not more than $25,000,000 prior to entering into, or committing to enter into, such transaction.

2.9 The Company, LLC, Lowerco and Holdings. The Company, LLC, Lowerco and Holdings will not give effect to any action by any Principal Investor or any other Person which is in contravention of this Article II.

2.10 Post-IPO Governance. Following the Initial Public Offering, this Article II shall be amended to reflect a governance structure approved by the Requisite Principal Investors and each Principal Investor Group shall continue to be able to designate one nominee to serve as a member of the board of directors of the Company in accordance with Article VII of the Stockholders Agreement, except to the extent a Principal Investor Group waives such right with respect to itself.

2.11 Recapitalization Transaction Drag Along. Following the occurrence, and during the continuance of, a VCOC Event, each Principal Investor and the Company agree to use commercially reasonable efforts to cure such VCOC Event. In the event that the VCOC Event cannot be cured by such efforts, for so long as such VCOC Event is continuing, each Principal Investor agrees that it shall exercise its power under Section 4.3 of the Stockholders Agreement to effect a Recapitalization Transaction (as defined in the Stockholders Agreement) as soon as reasonably practicable if it is requested to do so in writing by either (a) the Majority VCOC Investors following their reasonable determination in good faith that a VCOC Event has occurred and is continuing or (b) any VCOC Investor who delivers to the Company and the other Principal Investors (i) an opinion of outside counsel of national standing to the effect that if such VCOC Investor’s investment in the Shares issued by the Company ceases to qualify as a “venture capital investment”, then such VCOC Investor would likely cease to qualify as a Venture Capital Operating Company at the end of its next “annual valuation period” (which opinion may assume that a VCOC Event has occurred and is continuing) and (ii) a certificate of an officer of such VCOC Investor certifying that (A) such VCOC Investor has reasonably determined, in good faith, that a VCOC Event has occurred and is continuing and (B) such VCOC Investor has been unable to regain its qualification as a Venture Capital Operating

Company through other commercially reasonable efforts. For the avoidance of doubt, the requirement to use “commercially reasonable efforts” under this Section 2.11 shall not be interpreted to require any VCOC Investor to acquire or dispose of any portfolio investment. The terms and conditions of any such recapitalization transaction shall be determined by the Requisite Principal Investors, but shall be intended to cure the VCOC Event.

2.12 Period. Each of the foregoing provisions of this Article II shall expire on the earliest of (a) a Change of Control, (b) to the extent so determined by the Requisite Principal Investors, in the case of Sections 2.1 and 2.2, the Initial Public Offering or at any time thereafter, (c) in the case of Sections 2.7 and 2.8, the Initial Public Offering and (d) with respect to any particular provision, the last date permitted by applicable law (including the rules of the Commission and any exchange upon which equity securities of the Company might be listed).

2.13 Proxies. Each Principal Investor agrees that it shall not vote the Shares of any other Principal Investor pursuant to the proxies granted under Sections 2.1 and 2.2 of the Stockholders Agreement in any manner inconsistent with this Agreement, the Participation, Registration Rights and Coordination Agreement or the Stockholders Agreement.

ARTICLE III

TRANSFER RESTRICTIONS.

3.1 Permitted Transferees. Any Permitted Transferee receiving Shares from a Principal Investor in a Transfer pursuant to Section 3.1.1, 3.1.4 (b) or (c) or 3.1.5 of the Stockholders Agreement shall be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Principal Investor that Transfers the Shares to such Permitted Transferee as if such Permitted Transferee were such Principal Investor. Prior to the initial Transfer of any Shares to any Permitted Transferee pursuant to Section 3.1.1, 3.1.4(b) or (c) or 3.1.5 of the Stockholders Agreement, and as a condition thereto, each holder of Shares effecting such Transfer shall (a) cause such Permitted Transferee to deliver to the Company and each of the Principal Investors (other than the transferor) its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) remain directly liable for the performance by the Permitted Transferee of all obligations of such Permitted Transferee under this Agreement. Shares transferred to any Person (other than a Permitted Transferee receiving Shares from a Principal Investor in a Transfer pursuant to Section 3.1.1, 3.1.4(b) or (c) or 3.1.5 of the Stockholders Agreement) shall cease to be Shares for all purposes of this Agreement.

3.2 Transfers Between Principal Investor Groups. No Principal Investor shall Transfer Shares to another Principal Investor who is not a Permitted Transferee without the consent of the Requisite Principal Investors, provided that, for purposes of calculating the Requisite Principal Investors for this Section 3.2 only, the Principal Investors Groups of which the Principal Investors who are the prospective transferor and transferee shall be disregarded.

ARTICLE IV

COVENANTS.

4.1 Annual Budget. In connection with the approval rights afforded to the Principal Investor Groups under Section 2.1.2, the Company will furnish each Principal Investor Group with a proposed annual operating budget for the Company and its subsidiaries, as well as any proposed material modifications to such budget or notice of any proposed action that is or would be reasonably likely to result in material variance therefrom.

4.2 Directors’ and Officers’ Insurance. The Company shall maintain for such periods as the Board shall in good faith determine, at its expense, insurance in an amount determined in good faith by the Board to be appropriate (provided that such amount shall not be lower than $25,000,000 unless otherwise agreed by the Majority Principal Investors), on behalf of any person who after the Closing Date is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions. The provisions of this Section 4.2 shall survive any termination of this Agreement.

4.3 Expenses. All reasonable costs and expenses incurred by any current or former Principal Investor in exercising or enforcing any rights afforded to such current or former Principal Investor under this Agreement, the Participation, Registration Rights and Coordination Agreement, the Stockholders Agreement or the certificates of incorporation or limited liability company agreement, as applicable, of any of the Company, Lowerco, Holdings, LLC or SDS, shall be paid or reimbursed by the Company. Costs and expenses subject to the preceding sentence shall include, without limitation all attorneys’ fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, to the extent applicable in a particular instance. Each Principal Investor shall be entitled to payment or reimbursement under this Section 4.3 for so long as such Principal Investor owns securities issued by the Company or its direct or indirect subsidiaries, irrespective of whether such Principal Investor ceases to be a Principal Investor in accordance with the definition thereof.

4.4 Annual Valuation. The Board shall, at least annually, provide each Principal Investor with a good faith estimate of the then current fair market value of the shares of each class of Stock then outstanding.

ARTICLE V

REMEDIES.

5.1 Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

ARTICLE VI

LEGENDS.

6.1 Restrictive Legend. Each certificate representing Shares issued or transferred to a Principal Investor shall have the following legend endorsed conspicuously thereupon:

“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A PRINCIPAL INVESTOR AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”

Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

6.2 Stop Transfer Instruction. The Company or Lowerco will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legend, this Agreement, the Stockholders Agreement and the Participation, Registration Rights and Coordination Agreement are satisfied.

6.3 Classes of Shares Separately Transferable. A Transfer that otherwise satisfies the requirements of this Agreement, the Participation, Registration Rights and Coordination Agreement, the Stockholders Agreement and any other applicable agreements may include Shares of any one or more class(es).

ARTICLE VII

AMENDMENT, TERMINATION, ETC.

7.1 Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

7.2 Written Modifications. Subject to Section 2.4.2, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors; provided, however, that:

(a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2;

(b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2;

(c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement as compared to the other Principal Investors or Principal Investor Groups, as applicable.

Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

7.3 Withdrawal from Agreement. Any holder of Shares who ceases to be a member of a Principal Investor Group (each such holder, a “Withdrawing Holder”) shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 9.9 hereof with respect to any matter that (a) may be an Indemnified Liability and (b) occurred prior to such withdrawal.

7.4 Termination; Effect of Termination. This Agreement shall terminate and, except as provided herein, be of no further effect, at such time as there are no longer any Principal Investors. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Principal Investor shall retain (a) the right to payment and reimbursement of certain expenses in accordance with Section 4.3 and (b) the indemnification, contribution and reimbursement rights pursuant to Section 9.9 hereof with respect to any matter that (i) may be an Indemnified Liability and (ii) occurred prior to such termination.

ARTICLE VIII

DEFINITIONS. For purposes of this Agreement:

8.1 Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Article VIII:

(i) The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(ii) The word “including” shall mean including, without limitation;

(iii) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(iv) The masculine, feminine and neuter genders shall each include the other.

8.2 Definitions. The following terms shall have the following meanings:

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa), (b) if such specified Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any Family Member of such natural Person. Notwithstanding the foregoing, for all purposes of this Agreement, Integral Capital Partners VII, L.P. and its Affiliates will be considered Affiliates of Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.L.C. and their respective Affiliates.

“Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such person.

“Agreement” shall have the meaning set forth in the Preamble.

“Amendment” shall have the meaning set forth in Section 7.2.

“Bain Investors” shall mean, as of any date, Bain Capital Integral Investors, LLC and BCIP TCV, LLC, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Blackstone Investors” shall mean, as of any date, Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Participation Partnership IV L.P., Blackstone GT Communications Partners L.P. and Blackstone Family Communications Partnership L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Board” shall mean the board of directors of the Company.

“Business” means SDS’s businesses which, as of the date hereof, consist of four separate businesses: (a) the Availability Services business, (b) the Financial Systems business, (c) the K-12 Education business and (d) the Public Sector business. For purposes of this Agreement, any future business acquired by SDS after the date hereof that is not included in the Availability Services business will automatically be considered part of the Financial Systems, K-12 Education or Public Sector business, as determined by the Board in its sole discretion.

“business day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Change of Control” shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other Person, or any other corporate reorganization, transaction or Transfer of securities of the Company by its stockholders, or series of related transactions (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the equity economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger,

reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors or other similar governing body of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the Exchange Act Rules) or any “group” (as defined in the Exchange Act Rules), other than Qualified Institutional Investors (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the consolidated assets of the Company. For the avoidance of doubt, none of the following shall, in and of itself, constitute a “Change of Control”: (x) a spin-off of one of the Businesses, a sale of one of the Businesses or a comparable transaction or (y) a transaction in which, after giving effect thereto, the Principal Investors and their Affiliates continue to own, directly or indirectly, more than fifty percent (50%) of the equity economic interests or voting power of (i) the Company or other surviving entity in the case of a transaction of the sort described in clause (a) above, (ii) of the Company in the case of a transaction of the sort described in clause (b) above or (iii) of the acquiring entity in the case of a transaction of the sort described in clause (c) above.

“Class A Stock” shall mean the Class A Common Stock, par value $0.001 per share, of the Company, which is comprised of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock, Class A-7 Common Stock and Class A-8 Common Stock.

“Class L Stock” shall mean the Class L Common Stock, par value $0.001 per share, of the Company.

“Closing Date” shall have the meaning set forth in the Recitals.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, including the Class A Stock and the Class L Stock.

“Company” shall have the meaning set forth in the Preamble.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Stock.

“Designated Principal Investor Groups” shall mean, as of any time of determination, (a) if at such time there are more than five Principal Investor Groups, the five (or more if necessary to accommodate “ties”) Principal Investor Groups who then hold the greatest number of shares of Common Stock and (b) at any other time, all of the Principal Investor Groups.

“Discriminate” means, with respect to a specified party, to discriminate against such specified party as compared to other applicable parties.

“Effective Time” shall have the meaning set forth in Section 1.1.

“Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Stock, such number of shares of Stock and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Act Rules” shall mean the rules adopted by the Commission under the Exchange Act.

“Existing Debt Documents” shall mean (a) the Amended and Restated Credit Agreement dated as of August 11, 2005, as amended and restated as of June 9, 2009, as further amended by the First Refinancing Amendment dated as of January 31, 2011, as further amended by the Second Refinancing and Incremental Amendment dated as of March 11, 2011, as further amended by the Third Amendment dated as of November 10, 2011, and as further amended and restated by the Fourth Amendment dated as of March 2, 2012, among SunGard Data Systems Inc., SunGard Holdco LLC, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, Swing Line Lender and L/C Issuer, as it may be further amended, restated, refinanced or otherwise modified from time to time., (b) the Amended and Restated Credit and Security Agreement, dated as of September 30, 2010, by and among SunGard AR Financing LLC, as the Borrower, the financial institutions signatory thereto from time to time as the Lenders, and General Electric Capital Corporation as a Lender, as Swing Line Lender and as the Administrative Agent, as it may be further amended, restated, refinanced or otherwise modified from time to time, (c) the Indenture, dated as of January 15, 2004, between SDS and The Bank of New York, as Trustee, relating to SDS’s 4 ⁷/₈% Senior Notes due 2014, (d) the Indenture, dated as of August 11, 2005, among SDS, Guarantors named therein and The Bank of New York, as Trustee relating to SDS’s 10 ¹/₄% Senior Subordinated Notes due 2015, (e) the Indenture, dated as of November 16, 2010, among SDS, Guarantors named therein and The Bank of New York Mellon, as Trustee, relating to SDS’s 7 ³/₈% Senior Notes due 2018, and (f) the Indenture, dated as of November 16, 2010, among SDS, Guarantors named therein and The Bank of New York Mellon, as Trustee, relating to SDS’s 7 ⁵/₈% Senior Notes due 2020.

“Family Member” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased, (d) any not-for-profit corporation or private charitable foundation and (e) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (d) above.

“GS Investors” shall mean, as of any date, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG and GS Capital Partners V Institutional, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Holdings” shall have the meaning set forth in the Preamble.

“Indemnified Liabilities” shall have the meaning set forth in Section 9.9.

“Indemnitees” shall have the meaning set forth in Section 9.9.

“Independent” shall mean a person who (a) is not an officer, employee, general partner, director or person performing similar functions of any of the Company, its direct and indirect subsidiaries or any Principal Investor and (b) prior to such person’s nomination as a director, has disclosed to each of the Principal Investors any current or past material relationship between such person and any of the Company, its direct and indirect subsidiaries, any Principal Investor or any Affiliate of a Principal Investor.

“Initial Public Offering” shall mean the initial underwritten Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Investors” shall have the meaning given to such term in the Participation, Registration Rights and Coordination Agreement.

“KKR Investors” shall mean, as of any date, KKR Millennium Fund L.P. and KKR Partners III, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“LLC” shall have the meaning set forth in the Preamble.

“Lowerco” shall have the meaning set forth in the Preamble.

“Majority Bain Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Bain Investors.

“Majority Blackstone Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Blackstone Investors.

“Majority GS Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the GS Investors.

“Majority in Interest” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares.

“Majority KKR Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the KKR Investors.

“Majority Principal Investors” shall mean, as of any applicable time, (a) Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups in the aggregate and (b) if there are more than five Principal Investor Groups, Designated Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investor Groups in the aggregate.

“Majority Providence Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Providence Investors.

“Majority Silver Lake Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Silver Lake Investors.

“Majority TPG Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.

“Majority VCOC Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the VCOC Investors.

“Manager Designees” shall have the meaning set forth in the Stockholders Agreement.

“Managers” shall have the meaning set forth in the Stockholders Agreement.

“Merger Agreement” shall mean the Agreement and Plan of Merger between Solar Capital Corp. and SDS, dated as of March 27, 2005 (as amended from time to time).

“Operating Committee” shall have the meaning set forth in Section 2.8.

“Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Stock, other than any such option held by the Company or Lowerco or any direct or indirect subsidiary thereof, or any right to purchase Shares pursuant to the Stockholders Agreement.

“Participation, Registration Rights and Coordination Agreement” shall mean the Amended and Restated Participation, Registration Rights and Coordination Agreement of even date herewith among the Company, Lowerco, Holdings, LLC, SDS and certain stockholders of the Company and Lowerco.

“Permitted Transferee” shall mean, in respect of any Principal Investor, (a) any Affiliate or Affiliated Fund of such Principal Investor or (b) any successor entity or, with respect to a Principal Investor organized as a trust, any successor trustee or co-trustee of such trust, only to the extent such transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.1 and the Stockholders Agreement. In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Preferred Stock” shall mean the 11.5% Cumulative Preferred Stock, par value $0.001 per share, of Lowerco.

“Principal Investor” shall have the meaning set forth in the Preamble.

“Principal Investor Agreement” shall have the meaning set forth in the Recitals.

“Principal Investor Group” shall mean any one of (a) the Bain Investors, collectively, (b) the Blackstone Investors, collectively, (c) the GS Investors, collectively, (d) the KKR Investors, collectively, (e) the Providence Investors, collectively, (f) the Silver Lake Investors, collectively and (g) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Closing Date, and at all times thereafter, as such Principal Investor Group ceases to hold a Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof); provided, further, that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Blackstone Investors, the Majority GS Investors, the Majority KKR Investors, the Majority Providence Investors, the Majority Silver Lake Investors, or the Majority TPG Investors, as the case may be, except as otherwise specifically set forth herein.

“Principal Investor Majority” shall mean, with respect to a transaction between the Company or one of its subsidiaries on the one hand and a Principal Investor Group (or any member thereof) or one of its, or their, Affiliates on the other (a “Related Affiliate”), (a) Principal Investor Groups that are not and whose Affiliates are not Related Affiliates and who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups that are not and whose Affiliates are not a Related Affiliate with respect to such transaction, or (b) if each Principal Investor Group and/or an Affiliate of each Principal Investor Group is a Related Affiliate with respect to such transaction, the Majority Principal Investors.

“Providence Investors” shall mean, as of any date, Providence Equity Partners V LP and Providence Equity Partners V-A LP, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

“Qualified Institutional Investors” shall mean (a) the Bain Investors; (b) the Blackstone Investors; (c) the GS Investors; (d) the KKR Investors; (e) the Providence Investors; (f) the Silver Lake Investors; (g) the TPG Investors; and (h) the respective Affiliates and Affiliated Funds of the foregoing Persons.

“Recapitalization Transaction” shall have the meaning set forth in Section 11.2 of the Stockholders Agreement.

“Related Affiliate” shall have the meaning set forth in the definition of Principal Investor Majority.

“Requisite Principal Investors” shall mean, at any time, stockholders that are members of a Principal Investor Group and that, in the aggregate, hold a number of shares of Common Stock that is at least two-thirds of the aggregate number of shares of Common Stock then held by all stockholders that are members of a Principal Investor Group.

“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“SDS” shall have the meaning set forth in the Recitals.

“Securities Act” shall mean the Securities Act of 1933 and the rules promulgated thereunder, as amended from time to time.

“Shares” shall mean (a) all shares of Stock held by a Principal Investor, whenever issued, including all shares of Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and Convertible Securities held by a Principal Investor (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein), including, in either case, any securities received in a Recapitalization Transaction in accordance with Section 4.3 of the Stockholders Agreement.

“Silver Lake Investors” shall mean, as of any date, Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.L.C. and Integral Capital Partners VII, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Stock” shall mean the Common Stock and the Preferred Stock.

“Stockholders” shall have the meaning set forth in the Stockholders Agreement.

“Stockholders Agreement” shall mean the Amended and Restated Stockholders Agreement, of even date herewith, among the Company, Lowerco, Holdings, LLC, SDS and certain stockholders of the Company and Lowerco.

“Subscription Agreement” shall have the meaning set forth in Section 9.3.

“Substitution Charter Amendment” shall have the meaning set forth in the Recitals.

“Third-Party Claim” shall have the meaning set forth in Section 9.9.

“TPG Investors” shall mean, as of any date, TPG Partners IV, L.P., T³ Partners II, L.P., T³ Parallel II, L.P., TPG Solar III LLC and TPG Solar Co- Invest LLC, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section 3(a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee or (b) with respect to a holder of Shares which was formed for the purpose of holding Shares, there is a Transfer of the equity interests of such holder other than to a Permitted Transferee of such holder or of the party transferring the equity of such holder.

“VCOC Event” shall be deemed to occur if, because of the relative value of the Preferred Stock to the value of the common shares of Lowerco held by the Company, the Company ceases to retain a majority of both the vote and the value of Lowerco.

“VCOC Investor” shall mean each Principal Investor who is, or who is directly or indirectly substantially owned by an entity who is, intended to qualify as a Venture Capital Operating Company.

“Venture Capital Operating Company” shall mean a “venture capital operating company” within the meaning of Department of Labor Regulation Section 2510.3-101.

“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Stock.

“Withdrawing Holders” shall have the meaning set forth in Section 7.3.

ARTICLE IX

MISCELLANEOUS.

9.1 Authority: Effect. Each party hereto represents and warrants to and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association.

9.2 Notices. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or e-mail (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows:¹

If to the Company, Lowerco, Holdings, LLC or SDS, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred Rose, Esq.

E-mail: arose@ropesgray.com

If to a Bain Investor or the Bain Principal Investor Group, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2710

Attention: John Connaughton

E-mail: jconnaughton@baincapital.com

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell, Esq.

E-mail: nstillwell@ropesgray.com

If to a Blackstone Investor or to the Blackstone Principal Investor Group, to it:

c/o Blackstone Management Partners IV L.L.C.

345 Park Avenue, 31^st Floor

New York, NY 10154

Facsimile: (212) 583-5722

Attention: Chinh Chu

E-mail: chu@blackstone.com

with copies to:

Paul Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, NY 10022

Facsimile: (212) 230-7617

Attention: John Altorelli, Esq.

E-mail: johnaltorelli@paulhastings.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Wilson Neely, Esq.

E-mail: wneely@stblaw.com

If to a GS Investor or to the GS Principal Investor Group, to it:

c/o GS Capital Partners 2000, L.P.

85 Broad Street

New York, New York 10004

Facsimile: (212) 357-5505

Attention: Sanjeev Mehra

E-mail: sanjeev.mehra@gs.com

with copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Facsimile: (212) 403-2000

Attention: Mark Gordon, Esq.

E-mail: mgordon@wlrk.com

If to a KKR Investor or to the KKR Principal Investor Group, to it:

c/o Kohlberg Kravis Roberts & Co L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Facsimile: (650) 233-6561

Attention: James H. Greene, Jr.

E-mail: jgreene@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Gary Horowitz

E-mail: ghorowitz@stblaw.com

If to a Providence Investor or to the Providence Principal Investor Group, to it:

c/o Providence Equity Partners Inc.

50 Kennedy Plaza

18^th Floor

Providence, RI 02903

Facsimile: (401) 751-1790

Attention: Jonathan M. Nelson

E-mail: j.nelson@provequity.com

with copies to:

Weil, Gotshal & Manges LLP

100 Federal Street, 34^th Floor

Boston, MA 02110

Facsimile: (617) 772-8333

Attention: Marilyn French, Esq.

E-mail: marilyn.french@weil.com

If to a Silver Lake Investor or to the Silver Lake Principal Investor Group, to it:

c/o Silver Lake Partners

9 West 57th Street, 25^th Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Egon Durban

E-mail: egon.durban@silverlake.com

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq.

E-mail: arose@ropesgray.com

If to a TPG Investor or to the TPG Principal Investor Group, to it:

c/o TPG Capital, L.P.

345 California Street, Suite 3300

San Francisco, CA 94104

Facsimile: (415) 743-1500

Attention: General Counsel

with copies to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Facsimile: (212) 225-3999

Attention: Michael L. Ryan, Esq.

                 Paul J. Shim, Esq.

E-mail: mryan@cgsh.com pshim@cgsh.com

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile or e-mail (subject to the recipient confirming receipt thereof in the case of e-mail) on a business day, or if not delivered on a business day, on the first business day thereafter and (z) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

9.3 Binding Effect, Etc. Except for the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement, and the Subscription Agreement dated as of August 10, 2005 among Company, Lowerco, Holdings, LLC, SDS and the stockholders named therein (“Subscription Agreement”), this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Principal Investor or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

9.4 Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

9.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

9.6 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

9.7 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Principal Investors may be partnerships or limited liability companies,

each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member or manager of any Principal Investor or of any partner, member, manager, Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Principal Investor or any current or future member of any Principal Investor or any current or future director, officer, employee, partner, member or manager of any Principal Investor or of any Affiliate or assignee thereof, as such, for any obligation of any Principal Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

9.8 Obligations of Company, Lowerco, Holdings, LLC and SDS. Each of the Company, Lowerco, Holdings, LLC and SDS shall be jointly and severally liable for any obligation of any of the Company, Lowerco, Holdings, LLC or SDS pursuant to this Agreement.

9.9 Indemnity and Liability; Reimbursement. Each of the Company, Lowerco, Holdings, LLC and SDS, jointly and severally, will indemnify, exonerate and hold each of the Principal Investors, and each of their respective partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (i) this Agreement, the Merger Agreement, the merger of Solar Capital Corp with and into SDS pursuant to the Merger Agreement, or any other transactions contemplated by the Merger Agreement, any transaction to which any of the Company, Lowerco, Holdings, LLC or SDS is a party or any other circumstances with respect to any of the Company, Lowerco, Holdings, LLC or SDS (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of (A) any breach of the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or other related Persons or (B) any transaction entered into after the Closing Date or other circumstances existing after the Closing Date with respect to which the interests of such Indemnitee or its affiliated or associated Indemnitees were adverse to the interests of any of the Company, Lowerco, Holdings, LLC or SDS), (ii) operations of, or services provided by any of the Indemnitees to, any of the Company, Lowerco, Holdings, LLC or SDS, or any of their Affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Seller, or any of its accountants or other representatives, agents or Affiliates), (iii) the Principal Investor’s purchase and/or ownership of Shares or any other equity security of the Company, Lowerco, Holdings, LLC or SDS, or (iv) any litigation to which any Indemnitee is made a party in its capacity as a stockholder or owner of securities of the Company, Lowerco, Holdings, LLC or SDS (or party related thereto); provided that the foregoing indemnification rights shall not be available in the event that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct, and provided further that, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company, Lowerco, Holdings, LLC and SDS will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 9.9, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by any of the Company, Lowerco, Holdings, LLC or SDS, then such payments shall be promptly repaid by such Indemnitee to the Company, Lowerco, Holdings, LLC and SDS. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to any of the Company, Lowerco, Holdings, LLC or SDS or any of their Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, the indemnification obligations of the

Company, Lowerco, Holdings, LLC and SDS with respect to an Indemnitee under this Section 9.9 shall be the primary source of indemnification of such Indemnitee and any indemnification obligations to such Indemnitee on the part of any stockholder of the Company, Lowerco, Holdings, LLC or SDS or any affiliate of such stockholder (other than the Company, Lowerco, Holdings, LLC and SDS or any of their direct or indirect subsidiaries) shall be secondary to such obligations of the Company, Lowerco, Holdings, LLC and SDS. The Company, Lowerco, Holdings, LLC and SDS shall have no right to seek contribution or indemnification from, or subrogation against, any such stockholder of the Company, Lowerco, Holdings, LLC or SDS or any affiliate of such stockholder (other than the Company, Lowerco, Holdings, LLC and SDS or any of their direct or indirect subsidiaries) in respect of any indemnification obligations of the Company, Lowerco, Holdings, LLC or SDS with respect to an Indemnitee under this Section 9.9. If all Principal Investor Groups are similarly situated with respect to their interests in a matter that may be an Indemnified Liability and that is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 9.9 only with the consent of the Majority Principal Investors (determined based on the Principal Investor Groups existing at the time of the events giving rise to such claim for indemnification). A “Third-Party Claim” means any (i) claim brought by a Person other than the Company, Lowerco, Holdings, LLC, SDS or any of their subsidiaries, a Principal Investor or any Indemnitee and (ii) any derivative claim brought in the name of the Company, Lowerco, Holdings, LLC, SDS, or any of their respective subsidiaries that is initiated by a Person other than a Principal Investor or any Indemnitee. Each of the Company, Lowerco, Holdings, LLC and SDS, jointly and severally, also agrees to reimburse each Indemnitee for any reasonable expenses incurred by such Indemnitee in connection with the maintenance of its books and records, preparation of tax returns and delivery of tax information to its partners or members in connection with the applicable Principal Investor’s investment in the Company, Lowerco, Holdings, LLC or SDS.

ARTICLE X

GOVERNING LAW.

10.1 Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

10.2 Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.2 hereof is reasonably calculated to give actual notice.

10.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 10.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

10.4 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	SUNGARD CAPITAL CORP.
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
LOWERCO:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
LLC:	SUNGARD HOLDCO LLC
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
SDS:	SUNGARD DATA SYSTEMS, INC.
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Russell Fradin

Russell Fradin

[Amended and Restated Principal Investors Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	SILVER LAKE PARTNERS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C., its general partner
	By:	*
	Name:	Glenn H. Hutchins
	Title:	Managing Director
	SILVER LAKE TECHNOLOGY INVESTORS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C., its general partner
	By:	*
	Name:	Glenn H. Hutchins
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Glenn H. Hutchins

Glenn H. Hutchins

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	BAIN CAPITAL INTEGRAL INVESTORS, LLC
	By:	Bain Capital Investors, LLC,
		its administrative member
	By:	*
	Name:	John Connaughton
	Title:	Managing Director
	BCIP TCV, LLC
	By:	Bain Capital Investors, LLC,
		its administrative member
	By:	*
	Name:	John Connaughton
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ John Connaughton

John Connaughton

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	BLACKSTONE CAPITAL PARTNERS IV L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE CAPITAL PARTNERS IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Chinh E. Chu

Chinh E. Chu

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	BLACKSTONE PARTICIPATION PARTNERSHIP IV L.P.
	By:	Blackstone Management Associates IV L.L.C., its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE GT COMMUNICATIONS PARTNERS L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE FAMILY COMMUNICATIONS PARTNERSHIP L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Chinh E. Chu

Chinh E. Chu

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	GS CAPITAL PARTNERS 2000, L.P.
	By:	GS Advisors 2000, L.L.C.,
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President
	GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
	By:	GS Employee Funds 2000 GP, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President
	GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
	By:	GS Advisors 2000, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Sanjeev Mehra

Sanjeev Mehra

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
	By:	GS Employee Funds 2000 GP, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President
	GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
	By:	Goldman, Sachs Management GP GmbH
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Attorney-in-Fact
	GS CAPITAL PARTNERS V FUND, L.P.
	By:	GSCP V Advisors, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Sanjeev Mehra

Sanjeev Mehra

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
	By:	GSCP V Offshore Advisors, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director
	GS CAPITAL PARTNERS V GMBH & CO. KG
	By:	GS Advisors V L.L.C.
		its Managing Limited Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director
	GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
	By:	GS Advisors V, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Sanjeev Mehra

Sanjeev Mehra

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	KKR MILLENNIUM FUND L.P.
	By:	KKR Associates Millennium L.P.,
		its general partner
	By:	KKR Millennium GP LLC,
		its general partner
	By:	*
	Name:	James H. Greene, Jr.
	Title:	Member
	KKR PARTNERS III, L.P.
	By:	KKR GP III LLC,
		its general partner
	By:	*
	Name:	James H. Greene, Jr.
	Title:	Member

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ James H. Greene, Jr.

James H. Greene, Jr.

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	PROVIDENCE EQUITY PARTNERS V LP
	By:	Providence Equity GP V LP,
		its general partner
	By:	Providence Equity Partners V L.L.C.,
		its general partner
	By:	*
	Name:	Robert S. Hull
	Title:	Chief Financial Officer
	PROVIDENCE EQUITY PARTNERS V-A LP
	By:	Providence Equity GP V LP,
		its general partner
	By:	Providence Equity Partners V L.L.C.,
		its general partner
	By:	*
	Name:	Robert S. Hull
	Title:	Chief Financial Officer

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Robert S. Hull

Robert S. Hull

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	TPG PARTNERS IV, L.P.
	By:	TPG GenPar IV, L.P.,
		its general partner
	By:	TPG Advisors IV, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President
	T³ PARTNERS II, L.P.
	By:	T³ GenPar II, L.P.,
		its general partner
	By:	T³ Advisors II, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President
	T³ PARALLEL II, L.P.
	By:	T³ GenPar II, L.P.,
		its general partner
	By:	T³ Advisors II, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Ronald Cami

Ronald Cami

[Amended and Restated Principal Investor Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	TPG SOLAR III LLC
	By:	TPG Partners III, L.P.,
		its managing member
	By:	TPG GenPar III, L.P.,
		its general partner
	By:	TPG Advisors III, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President
	TPG SOLAR CO-INVEST LLC
	By:	TPG GenPar IV, L.P.,
		its managing member
	By:	TPG Advisors IV, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Ronald Cami

Ronald Cami

[Amended and Restated Principal Investor Agreement]

EX-10.2

Confidential Execution Version

Exhibit 10.2

AMENDED AND RESTATED PARTICIPATION,

REGISTRATION RIGHTS

AND COORDINATION AGREEMENT

by and among

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Holding Corp.

SunGard Holdco LLC

SunGard Data Systems Inc.

and

Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II

Dated as of November 7, 2012

TABLE OF CONTENTS

		Page
ARTICLE I. EFFECTIVENESS; DEFINITIONS			3
1.1.	Effective Time		3
1.2.	Definitions		3
ARTICLE II. RIGHT OF PARTICIPATION			3
2.1.	Right of Participation		3
2.2.	Post-Issuance Notice		5
2.3.	Excluded Transactions		6
2.4.	Certain Provisions Applicable to Options, Warrants and Convertible Securities		7
2.5.	Acquired Shares		7
2.6.	Period		7
ARTICLE III. REGISTRATION RIGHTS			7
3.1.	Demand Registration Rights for Investor Registrable Securities		7
3.2.	Piggyback Registration Rights		9
3.3.	Certain Other Provisions		10
3.4.	Indemnification and Contribution		15
3.5.	Permitted Registration Rights Assignees		17
3.6.	Shelf Take-Downs		18
3.7.	Coordination Committee		18
ARTICLE IV			18
TRANSFER RESTRICTIONS			18
4.1.	Permitted Public Transfers and Block Sales		18
4.2.	Distributions to Partners, Members or Stockholders		20
4.3.	Volume Limit		20
4.4.	No 144 Coordination		20
4.5.	Period		20
4.6.	Post-QPO “Tag Along Rights”		20
4.7.	Transfers and Holder Lock-up		20
ARTICLE V. REMEDIES			21
ARTICLE VI. PERMITTED TRANSFEREES			21
6.1.	Transfers by Investors		21
6.2.	Transfers by Managers or Manager Designees		21
ARTICLE VII. INFORMATION RIGHTS			21
7.1.	Historical Financial Information		21
7.2.	Satisfaction		22
7.3.	Period		22
ARTICLE VIII. AMENDMENT, TERMINATION, ETC.			22
8.1.	Oral Modifications		22
8.2.	Written Modifications		22
8.3.	Withdrawal from Agreement		23
8.4.	Effect of Termination		23
ARTICLE IX. LEGENDS			23
9.1.	Restrictive Legend		23
9.2.	Stop Transfer Instruction		23
9.3.	Classes of Shares Separately Transferable		23

-i-

ARTICLE X. DEFINITIONS		24
10.1.	Certain Matters of Construction	24
10.2.	Definitions	24
ARTICLE XI. MISCELLANEOUS		32
11.1.	Authority; Effect	32
11.2.	Notices	32
11.3.	Binding Effect, Etc.	36
11.4.	Descriptive Heading	36
11.5.	Counterparts	36
11.6.	Severability	36
11.7.	No Recourse	36
11.8.	Aggregation of Shares	36
11.9.	Obligations of Company, Lowerco, Holdings, LLC and SDS	36
11.10.	Expenses of Managers	36
ARTICLE XII. GOVERNING LAW		37
12.1.	Governing Law	37
12.2.	Consent to Jurisdiction	37
12.3.	WAIVER OF JURY TRIAL	37
12.4.	Exercise of Rights and Remedies	37

-ii-

AMENDED AND RESTATED

PARTICIPATION, REGISTRATION RIGHTS

AND COORDINATION AGREEMENT

This Amended and Restated Participation, Registration Rights and Coordination Agreement (the “Agreement”) is made as of November 7, 2012 by and among:

(i) SunGard Capital Corp., a Delaware corporation (together with its successors and assigns, the “Company”);

(ii) SunGard Capital Corp. II, a Delaware corporation (together with its successors and assigns, “Lowerco”);

(iii) SunGard Holding Corp., a Delaware corporation (together with its successors and assigns, “Holdings”);

(iv) SunGard Holdco LLC, a Delaware limited liability company (together with its successors and assigns, “LLC”);

(v) SunGard Data Systems Inc., a Delaware corporation (“SDS”);

(vi) each Person who executed the Registration Agreement (as defined below) or who executes this Agreement and is listed as a Principal Investor on the signature pages thereto or hereto (collectively with their Permitted Transferees and for so long as they are members of a Principal Investor Group, the “Principal Investors”);

(vii) each Person who executed the Registration Agreement (as defined below) or who executes this Agreement and is listed as an Other Investor on the signature pages thereto or hereto (collectively with their Permitted Transferees and with Persons who executed this Agreement as Principal Investors who have ceased to be members of a Principal Investor Group, the “Other Investors” and, together with the Principal Investors, the “Investors”);

(viii) each Person who executed the Registration Agreement (as defined below) or who executes this Agreement and is listed as a Manager on the signature pages thereto or hereto and such other Persons, if any, that from time to time became party thereto or become party hereto as Managers (collectively, the “Managers”);

(ix) each Person who executed the Registration Agreement (as defined below) or who executes this Agreement and is listed as a Manager Designee on the signature pages thereto or hereto and such other Persons, if any, that from time to time became party thereto or become party hereto as Manager Designees (collectively, the “Manager Designees” and together with the Investors and the Managers, the “Registration Rights Stockholders”); and

(x) such other Persons, if any, that from time to time became party thereto or become party hereto as holders of Other Holder Shares (as defined below) pursuant to Section 3.5 solely in the capacity of permitted assignees with respect to certain registration rights hereunder (collectively, the “Other Holders”).

RECITALS

WHEREAS, the Company was formed by the Principal Investors for the purpose of the acquisition of SDS and functions solely as a holding company, with its principal asset being an indirect investment in the common stock of SDS;

WHEREAS, on August 11, 2005 (the “Closing Date”), Solar Capital Corp., a special purpose corporation created solely for the acquisition of SDS and an indirect wholly owned subsidiary of the Company, merged with and into SDS, with SDS being the surviving corporation;

WHEREAS, in connection with the acquisition of SDS, the Company, Lowerco, Holdings, LLC, Solar Capital Corp., a Delaware corporation, and the Registration Rights Stockholders entered into a Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005 (the “Registration Agreement”);

WHEREAS, the Board has determined that it is in the best interests of the Company and the holders of the Company’s common stock to amend and restate the Company’s certificate of incorporation in the form attached

hereto as Exhibit A (the “Substitution Charter Amendment”) to remove the specific class rights associated with Class A-1 through Class A-7 of the Company’s common stock and make such other amendments as are incidental to the foregoing;

WHEREAS, contemporaneously with entering into this Agreement, the parties are amending and restating that certain Principal Investor Agreement, dated as of August 10, 2005, among the Company, Lowerco, Holdings, LLC, SDS and certain stockholders of the Company and Lowerco and that certain Stockholders Agreement, dated as of August 10, 2005, among the Company, Lowerco, Holdings, LLC, SDS and certain stockholders of the Company and Lowerco; and

WHEREAS, in connection with the Substitution Charter Amendment, the parties believe that it is in the best interests of the Company, Lowerco, Holdings, LLC, SDS, the Registration Rights Stockholders and the Other Holders, if any, to amend and restate the Registration Agreement as set forth in this Agreement.

-2-

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

ARTICLE I.

EFFECTIVENESS; DEFINITIONS

1.1. Effective Time. This Agreement shall become effective upon the effectiveness of the Substitution Charter Amendment (the “Effective Time”).

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Article X hereof.

ARTICLE II.

RIGHT OF PARTICIPATION

Subject to Section 2.3, the Company shall not, and shall not permit any direct or indirect subsidiary of the Company (the Company and each such subsidiary, an “Issuer”) to, issue or sell any shares of any of its capital stock or any securities convertible into or exchangeable for any shares of its capital stock, issue or grant any options or warrants for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any of its capital stock or any stock or securities convertible into or exchangeable for any shares of its capital stock, in each case, to any Person (each an “Issuance” of “Subject Securities”), except in compliance with the provisions of Section 2.1 or Section 2.2.

2.1. Right of Participation.

2.1.1. Offer. Not fewer than 15 business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Issuer to each holder of record of Participation Shares (the “Participation Offerees”). The Participation Notice shall include:

(a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Purchase Price Value of Shares outstanding immediately prior to giving effect to such Issuance which the Purchase Price Value of Participation Shares held by such Participation Offeree constitutes (the “Participation Portion”), (iv) the maximum and minimum cash price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) the proposed manner of disposition, (vi) the name and address of the Person to whom the Subject Securities are proposed to be issued (the “Prospective Subscriber”) and (vii) if known, the proposed Issuance date; and

(b) an offer by the Issuer to issue to such Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Participation Offeree (not to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities as each of the Prospective Subscribers is contemplated to be issued in the Issuance.

2.1.2. Exercise.

(a) General. Each Participation Offeree desiring to accept the offer contained in the Participation Notice shall accept such offer by furnishing a written notice of such acceptance to the Issuer within ten business days after the date of delivery of the Participation Notice specifying the amount of Subject Securities (not in any event to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance) which such Participation Offeree desires to be issued (each such accepting Participation Offeree, a “Participating Buyer”). Each Participation Offeree who does not accept such offer in compliance with the above requirements, including the applicable time periods, shall be deemed to have waived all of such Participation

-3-

Offeree’s rights to participate in such Issuance, and the Issuer shall thereafter be free to issue Subject Securities in such Issuance to the Prospective Subscriber and any Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other principal terms not materially more favorable to the Prospective Subscriber and the Participating Buyer than those set forth in the Participation Notice, without any further obligation to such non-accepting Participation Offerees pursuant to this Article II. To the extent that any Participation Offeree does not offer to purchase its full Participation Portion of the Subject Securities, any such Subject Securities shall be offered to those Participating Buyers who have offered to purchase their full Participation Portion, pro rata in accordance with the Purchase Price Value of Participation Shares held by such Participating Buyers. Each such Participating Buyer shall provide notice to the Issuer within two business days of receipt of the offer from the Issuer if it wishes to purchase all or any portion of such Subject Securities.

(b) Change in Offer Terms. If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 2.1 separately complied with, in order to consummate such Issuance pursuant to this Section 2.1; provided, however, that in such case of a separate Participation Notice, the applicable period to which reference is made in the first sentence of Section 2.1.1, in the first sentence of Section 2.1.2(a) and in the last sentence of Section 2.1.2(a) shall be three business days, two business days and one business day respectively.

(c) Irrevocable Acceptance. The acceptance of each Participating Buyer shall be irrevocable except as provided in this Section 2.1.2(c) and Section 2.1.4, and each such Participating Buyer shall be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as the Prospective Subscriber, at a cash price not in excess of the maximum price set forth in the Participation Notice and on other principal terms not substantially less favorable to the Participating Buyer than those set forth in the Participation Notice, such amount of Subject Securities as such Participating Buyer shall have specified in such Participating Buyer’s written commitment. If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be higher than the maximum price set forth in the Participation Notice or the other principal terms shall be substantially less favorable to the Prospective Subscriber than those set forth in the Participation Notice, the acceptance by each Participating Buyer shall be deemed to be revoked, and it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 2.1 separately complied with, in order to consummate such Issuance pursuant to this Section 2.1; provided, however, that in such case of a separate Participation Notice, the applicable period to which reference is made in the first sentence of Section 2.1.1, in the first sentence of Section 2.1.2(a) and in the last sentence of Section 2.1.2(a) shall be three business days, two business days and one business day respectively.

(d) Time Limitation. If at the end of the 120th day after the date of the effectiveness of the Participation Notice the Issuer has not completed the Issuance, each Participating Buyer shall be released from such Participating Buyer’s obligations under the written commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 2.1 separately complied with, in order to consummate such Issuance pursuant to this Section 2.1; provided, however, that in such case of a separate Participation Notice on substantially the same terms and conditions, the applicable period to which reference is made in the first sentence of Section 2.1.1, in the first sentence of Section 2.1.2(a) and in the last sentence of Section 2.1.2(a) shall be three business days, two business days and one business day respectively.

2.1.3. Other Securities. The Issuer may condition the participation of the Participation Offerees in an Issuance upon the purchase by such Participation Offerees of any securities (including debt securities)

-4-

other than Subject Securities (“Other Securities”) in the event that the participation of the Prospective Subscriber in such Issuance is so conditioned and the principal terms and conditions of such Other Securities are described in the Participation Notice. In such case, each Participating Buyer shall acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the Other Securities being acquired by the Prospective Subscriber in the Issuance bears to the Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Other Securities to be issued to the Prospective Subscriber in the Issuance.

2.1.4. Certain Legal Requirements. In the event that the participation in the Issuance by a Participation Offeree as a Participating Buyer would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Issuance or (b) the provision to any participant in the Issuance of any specified information regarding the Company or any of its subsidiaries or the Subject or Other Securities that is not otherwise required to be provided for the Issuance, such Participation Offeree shall not have the right to participate in the Issuance. Without limiting the generality of the foregoing, it is understood and agreed that neither the Company nor the Issuer shall be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes.

2.1.5. Further Assurances. Each Participating Buyer shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each Issuance pursuant to this Section 2.1, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise reasonably cooperating with the Issuer and the Prospective Subscriber. Without limiting the generality of the foregoing, each such Participating Buyer agrees to execute and deliver such subscription and other agreements specified by the Issuer to which the Prospective Subscriber will be party, the form of which is materially consistent with the form provided to such Participating Buyer with the Participation Notice, or is otherwise reasonably acceptable to such Participating Buyer.

2.1.6. Expenses. All costs and expenses incurred by the Issuer in connection with any proposed Issuance of Subject Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company or the Issuer.

2.1.7. Closing. The closing of an Issuance pursuant to Section 2.1 shall take place (a) on the proposed date of Issuance, if any, set forth in the Participation Notice (provided that consummation of any Issuance may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (b) if no proposed Issuance date was required to be specified in the Participation Notice, at such time as the Issuer shall specify by notice to each Participating Buyer, provided that no individual Participating Buyer shall be required, without its consent, to close its particular transaction prior to the date that is fifteen business days after the Issuer issues the applicable Participation Notice and (c) at such place as the Issuer shall specify by notice to each Participating Buyer. At the closing of any Issuance under this Section 2.1.7, each Participating Buyer shall be delivered the notes, certificates or other instruments evidencing the Subject Securities (and, if applicable, Other Securities) to be issued to such Participating Buyer, registered in the name of such Participating Buyer or such holder’s designated nominee, free and clear of any liens or encumbrances, with any transfer tax stamps affixed, against delivery by such Participating Buyer of the applicable consideration.

2.2. Post-Issuance Notice. Notwithstanding the requirements of Section 2.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.1; provided that the Issuer shall:

(a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;

-5-

(b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable pursuant to this Section 2.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and

(c) keep such offer open for a period of fifteen business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

2.3. Excluded Transactions. The provisions of this Article II shall not apply to Issuances by the Company or any subsidiary of the Company as follows:

(a) Any Issuance to the Company or any wholly owned subsidiary of the Company;

(b) Any Issuance of securities upon the exercise or conversion of any Stock, Options, Warrants or Convertible Securities outstanding on August 10, 2005 or Issued after such date in a transaction that complied with the provisions of this Article II;

(c) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Board or pursuant to an employment benefit plan or arrangement approved by the Board, to officers, employees, directors or consultants (other than an Investor or an Affiliate thereof) of the Company or its subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or its subsidiaries;

(d) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Board, (i) in any business combination or acquisition transaction involving the Company or any of its subsidiaries, including a Change of Control, (ii) in connection with any joint venture or strategic partnership entered into primarily for purposes other than raising capital (as determined by the Board in its sole discretion) or (iii) to financial institutions, commercial lenders, broker/finders or any similar party, or their respective designees, in connection with the incurrence or guarantee of indebtedness by the Company or any of its subsidiaries;

(e) Any Issuance of Stock pursuant to a Public Offering;

(f) Any Issuance of securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of Stock or recapitalization (including a Recapitalization Transaction) approved by the Board; or

(g) Any Issuance of shares of capital stock of any direct or indirect subsidiary of the Company to the stockholders of the Company in order to effect a “spin-off” transaction of a direct or indirect subsidiary of the Company, including, without limitation, a transaction of the sort described in Section 3.4 of the Stockholders Agreement.

-6-

2.4. Certain Provisions Applicable to Options, Warrants and Convertible Securities. In the event that the Issuance of Subject Securities shall result in any increase in the number of shares of Stock issuable upon exercise, conversion or exchange of any Options, Warrants or Convertible Securities, the number of shares (or Equivalent Shares, if applicable) of Subject Securities (and Other Securities, if applicable) which the holders of such Options, Warrants or Convertible Securities, as the case may be, shall be entitled to purchase pursuant to Section 2.1 or 2.2, as applicable, if any, shall be reduced, share for share, by the amount of any such increase.

2.5. Acquired Shares. Any Subject Securities constituting Stock acquired by any Investor, Manager or Manager Designee pursuant to this Article II shall be deemed for all purposes hereof to be Shares hereunder and under the Stockholders Agreement.

2.6. Period. Each of the foregoing provisions of this Article II shall expire on the earlier of (a) a Change of Control or (b) the closing of the Qualified Public Offering.

ARTICLE III.

REGISTRATION RIGHTS

The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.

3.1. Demand Registration Rights for Investor Registrable Securities.

3.1.1. General. One or more current or former Principal Investor Groups (the “Initiating Investors”), by notice to the Company specifying the amount and intended method or methods of disposition, may request that the Company effect the registration under the Securities Act for a Public Offering (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by the Initiating Investors if the Company is then eligible to use such registration) of all or a specified part of the Registrable Securities held by such Initiating Investors; provided, however, that (i) until the second anniversary of the Qualified Public Offering, the Initiating Investors must, in the aggregate, hold at least a majority of the Registrable Securities then held by all current or former Principal Investor Groups and on or after the second anniversary of the Qualified Public Offering, the Initiating Investors must, in the aggregate, hold at least one-third of the Registrable Securities then held by all current or former Principal Investor Groups, (ii) not more than one request may be made to the Company under this Section 3.1.1 within any 180 day period without the consent of the Majority Principal Investors (or the Company if there are no Principal Investors remaining), provided that if the Initiating Investors make a request under this Section 3.1.1, and the Company determines to include shares for its own account in such registration statement resulting in the Initiating Investors being permitting to register not more than 50% of the Registrable Securities that they requested to register, then this clause (ii) shall not limit the ability of any Initiating Investors to make additional requests within such 180 day period, (iii) the value of Registrable Securities that the Initiating Investors propose to sell in such Public Offering must be at least fifty million dollars ($50,000,000) or such lower amount as agreed by the Majority Principal Investors (or the Company if there are no Principal Investors remaining) and (iv) for so long as there are any Principal Investors, the Initial Public Offering may not be initiated pursuant to this Section 3.1 without, on or prior to the sixth anniversary hereof, the approval of the Requisite Principal Investors and thereafter, the approval of the Majority Principal Investors. The Company will then use its best efforts to (i) effect the registration under the Securities Act of the Registrable Securities which the Company has been requested to register by such Initiating Investors together with all other Registrable Securities which the Company has been requested to register pursuant to Section 3.2 by other Holders, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid and as otherwise specified by the Coordination Committee) of the Registrable Securities which the Company has been so requested to register, and (ii) when directed by the Coordination Committee, obtain acceleration of the effective date of the registration statement relating to such registration; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 3.1.1:

(a) during the effectiveness of any Principal Lock-Up Agreement entered into in connection with any registration statement pertaining to an underwritten public offering of securities of the Company; and

(b) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

-7-

3.1.2. Form. Except as otherwise provided above or required by law, so long as the Company is eligible and qualified to register Registrable Securities on Form S-3 (or any successor or similar short form registration statement) each registration requested pursuant to Section 3.1.1 shall be effected by the filing of a registration statement on Form S-3 (or any other form which includes substantially the same information as would be required to be included in a registration statement on such form as currently constituted); provided that if any registration requested pursuant to this Section 3.1 is proposed to be effected on Form S-3 (or any successor or similar shortform registration statement) and is in connection with an underwritten offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included pursuant to Form S-3 (or any successor or similar shortform registration statement), then the Company will file a registration statement on Form S-1 or supplement Form S-3 (or any successor or similar shortform registration statement) as reasonably requested by such managing underwriter.

3.1.3. Payment of Expenses. The Company shall pay all Registration Expenses in connection with registrations of Registrable Securities pursuant to this Section 3.1, including all reasonable expenses (other than fees and disbursements of counsel that do not constitute Registration Expenses) that any Holder incurs in connection with each registration of Registrable Securities requested pursuant to this Section 3.1.

3.1.4. Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee shall direct that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee and such Holder). If directed to do so by the Coordination Committee, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

3.1.5. Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (x) more than two times during any 12 month period, (y) for a period exceeding 45 days on any one occasion or (z) for periods exceeding, in the aggregate, 90 days in any 12 month period. In the event the Company exercises its rights

-8-

under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.5. The Company agrees that, in the event it exercises its rights under this Section 3.1.5, it shall, within 45 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

3.2. Piggyback Registration Rights.

3.2.1. Piggyback Registration.

(a) General. Each time the Company proposes to register any shares of Common Stock under the Securities Act on a form which would permit registration of Registrable Securities for sale to the public, for its own account and/or for the account of any other Person (pursuant to Section 3.1 or otherwise) for sale in a Public Offering, the Company will give notice to all Holders of its intention to do so. Any Holder may, by written response delivered to the Company within 15 days after the date of delivery of such notice, request that all or a specified part of such Holder’s Registrable Securities be included in such registration. The Company thereupon will use its best efforts to cause to be included in such registration under the Securities Act all Registrable Securities which the Company has been so requested to register by such Holders, to the extent required to permit the disposition (in accordance with the methods to be used by the Company or, pursuant to Section 3.1, other Holders in such Public Offering) of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Coordination Committee on the same terms and conditions as apply to the Company (with such differences as may be customary or appropriate in combined primary and secondary offerings) or, in the case of a registration initiated pursuant to Section 3.1.1, the Initiating Investors. No registration of Registrable Securities effected under this Section 3.2 shall relieve the Company of any of its obligations to effect registrations of Registrable Securities pursuant to Section 3.1 hereof.

(b) Excluded Transactions. The Company shall not be obligated to effect any registration of Registrable Securities under this Section 3.2 incidental to the registration of any of its securities in connection with:

(i) Any Public Offering relating to employee benefit plans or dividend reinvestment plans;

(ii) Any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its subsidiaries of or with any other businesses except to the extent such Public Offering is for the sale of securities for cash; or

(iii) Any Public Offering up to and including the Qualified Public Offering, except to the extent the Requisite Principal Investors (or the Company if there are no Principal Investors remaining) otherwise determine.

3.2.2. Payment of Expenses. The Company will pay all Registration Expenses in connection with registrations of Registrable Securities pursuant to this Section 3.2.

-9-

3.2.3. Additional Procedures. Holders participating in any Public Offering pursuant to this Section 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to any underwriting agreement entered into by the Company (as directed by the Coordination Committee) and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such holder’s net proceeds from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities in respect of the Company or the business of the Company, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in the offering, and (ii) such holder’s net proceeds from such offering.

3.2.4. Registration Statement Form. The Company shall select the registration statement form for any registration pursuant to this Section 3.2 (other than a registration that is also pursuant to Section 3.1); provided that if any registration requested pursuant to this Section 3.2 is proposed to be effected on Form S-3 (or any successor form) and is in connection with an underwritten offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, it is of material importance to the success of such proposed offering to include in such registration statement information not required to be included pursuant to such form, then the Company will supplement such registration statement as reasonably requested by such managing underwriter.

3.3. Certain Other Provisions.

3.3.1. Underwriter’s Cutback. In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Article III and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter shall determine that marketing factors require Manager Holders to be cutback disproportionately: shares, other than Registrable Securities, requested to be included in such registration by other shareholders shall be excluded unless the Company, with the consent of the Requisite Principal Investors, has granted registration rights which are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if a limitation on the number of shares is still required, the number of Registrable Securities, Parity Shares and other shares of Common Stock that may be included in such registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

(a) there shall be first allocated to each such holder requesting that its Registrable Securities or Parity Shares be registered in such registration a number of such shares to be included in such registration equal to the lesser of (A) the number of such shares of Registrable Securities or Parity Securities requested to be registered by such holder, and (B) a number of such shares equal to such holder’s Pro Rata Portion;

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to those holders requesting that their Registrable Securities or Parity Shares be registered in such

-10-

registration which requested to register a number of such shares in excess of such holder’s Pro Rata Portion pro rata to each such holder based upon the number of Registrable Securities and Parity Shares held by such holder, or in such other manner as the holders requesting that their Registrable Securities or Parity Shares be registered in such registration may otherwise agree; and

(c) the balance, if any, not allocated pursuant to clause (b) above shall be allocated to shares, other than Registrable Securities and Parity Shares, requested to be included in such registration by other stockholders.

For purposes of any underwriter cutback, all Registrable Securities held by any Holder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such Holder, or the estates and Family Members of any such Holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Holder or such partners, retired partners, trusts or Affiliates, any Charitable Organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such Holder and other Persons shall be deemed to be a single selling Holder, and any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling Holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 3.1.1 or 3.2.1(a), the Holder thereof may not thereafter elect to withdraw therefrom without the written consent of the Coordination Committee; provided that, if the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to Section 3.1 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Initiating Investors, then the Initiating Investors shall have the right to notify the Company that they have determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement; provided, further, that if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which notice of such offering was given pursuant to Section 3.2.1(a), then the Registration Rights Stockholders participating in such registration pursuant to Section 3.1 or 3.2 may elect to withdraw from such registration by written notice to the Company. The Company may, but shall not be required to, extend a similar withdrawal right to other Holders of Registrable Securities or Parity Shares.

3.3.2. Registration Procedures. If and in each case when the Company is required to effect a registration of any Registrable Securities as provided in this Article III, the Company shall promptly:

(a) prepare and, in any event within 60 days (45 days in the case of a Form S-3 registration) after the end of the period under Section 3.2.1(a) within which a piggyback request for registration may be given to the Company, file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective within ninety days of the initial filing;

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days or two years in the case of shelf registration statements (or, in either case, such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto in accordance with Sections 3.1 or 3.2, the Company will furnish to counsel selected pursuant to Section 3.3.3 hereof copies of all documents proposed to be filed, which documents will be subject to the review of such counsel;

-11-

(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

(d) use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (d), it would not be obligated to be so qualified or to consent to general service of process in any such jurisdiction;

(e) promptly notify each seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable (but not more than 18 months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;

(g) use its best efforts to (i) list such Registrable Securities on any securities exchange or authorize for quotation on each other market on which the Common Stock is then listed or authorized for quotation if such Registrable Securities are not already so listed or authorized for quotation; and to (ii) provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(h) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to the provisions of Section 3.4 hereof, and take such other actions as the Coordination Committee or the underwriters, if any, reasonably requested in order to expedite or facilitate the disposition of such Registrable Securities;

(i) obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the Coordination Committee shall reasonably request;

(j) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such managing underwriter(s), all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in

-12-

connection with such registration statement (subject to each party referred to in this clause (j) entering into customary confidentiality agreements in a form reasonably acceptable to the Company);

(k) notify counsel (selected pursuant to Section 3.3.3 hereof) for the Holders of Registrable Securities included in such registration statement, the Principal Investors including Registrable Securities in such registration statement, and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request of the Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(l) make every commercially reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;

(m) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

(n) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request;

(o) obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel;

(p) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) or one of its affiliates or any securities exchange; and

(q) use its best efforts to make available the executive officers of the Company to participate with the Holders of Registrable Securities and any underwriters in any “road shows” that may be reasonably requested by the Holders in connection with distribution of the Registrable Securities.

3.3.3. Selection of Underwriters and Counsel. The underwriters and legal counsel to be retained by the Company in connection with any Public Offering requested pursuant to Section 3.1 shall be selected by the Coordination Committee; the underwriters and legal counsel to be retained by the Company

-13-

in connection with any other Public Offering to which Section 3.2 applies shall be selected by the Board with the consent of the Coordination Committee (such consent not be unreasonably withheld). In connection with any registration of Registrable Securities pursuant to Sections 3.1 and 3.2 hereof, the Coordination Committee may select one counsel to represent all Holders of Registrable Securities, covered by such registration; provided, however, that in the event that the counsel selected as provided above is also acting as counsel to the Company in connection with such registration, those Investors participating in the offering who are then not entitled to designate a member of the Coordination Committee (each such Investor being referred to as a “Participating Investor”) shall be entitled to select one additional counsel to represent all such Participating Investors (the “Additional Counsel”). The Additional Counsel shall be approved by the Participating Investors who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Participating Investors.

3.3.4. Company Lock-Up. If any registration pursuant to Section 3.1 of this Agreement shall be in connection with an underwritten public offering, the Company agrees not to effect any public sale or distribution of any Common Stock of the Company (or securities convertible into or exchangeable or exercisable for Common Stock) (in each case, other than as part of such underwritten public offering and other than pursuant to a registration on Form S-4 or S-8) for its own account, within 90 days (or such shorter period as the managing underwriters may agree to with the Coordination Committee) after, the effective date of such registration (except as part of such registration).

3.3.5. Holders and Other Holders Lock-Up. Each Holder and each Other Holder shall comply with the provisions of Article V of the Stockholders Agreement applicable to a “Stockholder” as though such Article were set forth herein. No Registration Rights Stockholder will Transfer Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to a waiver from a lock-up agreement described in Article V of the Stockholders Agreement unless the benefit of such waiver is extended in a pro rata manner to all Registration Rights Stockholders.

3.3.6. Other Agreements. The Company covenants and agrees that, so long as any Person holds any Registrable Securities in respect of which any registration rights provided for in Section 3.1 or 3.2 of this Agreement remain in effect, the Company will not, directly or indirectly, grant to any Person or agree to or otherwise become obligated in respect of (a) rights of registration in the nature or substantially in the nature of those set forth in Section 3.1 or 3.2 of this Agreement that would have priority over the Registrable Securities with respect to the inclusion of such securities in any registration or (b) demand registration rights exercisable prior to such time as the current or former Principal Investors can first exercise their rights under Section 3.1.

3.3.7. Other Registration-Related Matters.

(a) The Company may require any Holder that is registering Registrable Securities pursuant to Section 3.1 or 3.2 to furnish to the Company in writing such information regarding such Person and its Affiliates and pertinent to the disclosure requirements relating to the registration and the distribution of the Registrable Securities which are included in such Public Offering as the Company may from time to time reasonably request in writing.

(b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.3.2(e), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until its receipt of the copies of the amended or supplemented prospectus contemplated by Section 3.3.2(e) and, if so directed by the Company, each Holder will, subject to applicable law or any direction of the Commission, deliver to the Company or destroy all copies, other than permanent file copies then in their possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 3.3.2(e) to and including the date when each seller of Registrable Securities covered by such registration statement has received the copies of the supplemented or amended prospectus contemplated by Section 3.3.2(e).

(c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.3.2(k)(iv), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the lifting of such stop order, other order or suspension or the termination of such proceedings and, if so directed by the Company, each Holder will, subject to applicable law or any direction of the Commission, deliver to the Company or destroy all copies, other than permanent file copies then in its possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 3.3.2(k)(iv) to and including the date when such stop order, other order or suspension is lifted or such proceedings are terminated.

-14-

3.3.8. Public Dispositions Without Registration. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of Registrable Securities to the public without registration after such time as a public market exists for Common Stock, the Company agrees:

(a) to make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its Common Stock to the public;

(b) to use its commercially reasonable efforts to then file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) so long as a Holder owns any Registrable Securities, to furnish to such Holder promptly upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after 180 days after the effective date of the first registration statement filed by the Company for an offering of its Securities to the public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such Holder may reasonably request in availing himself of any rule or regulation of the Commission allowing such Holder to sell any such Securities without registration.

3.4. Indemnification and Contribution.

3.4.1. Indemnities of the Company. In the event of any registration of any Registrable Securities or other debt or equity securities of the Company or any of its subsidiaries under the Securities Act pursuant to this Article III or otherwise, and in connection with any registration statement or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including reports required and other documents filed under the Exchange Act, and other documents pursuant to which any debt or equity securities of the Company or any of its subsidiaries are sold (whether or not for the account of the Company or its subsidiaries), the Company will, and hereby does, and will cause each of its subsidiaries, jointly and severally, to indemnify and hold harmless each holder of Registrable Securities, any Person who is or might be deemed to be a controlling Person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, affiliates and shareholders, and each other Person, if any, who controls any such holder or any such controlling Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being referred to herein as a “Covered Person”), against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, and reasonable expenses to which such Covered Person may be or become subject under the Securities Act, the Exchange Act, any other securities or other law of any jurisdiction, the common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained or incorporated by

-15-

reference in any registration statement under the Securities Act, any preliminary prospectus or final prospectus included therein, or any related summary prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (c) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or other document or report, and will reimburse such Covered Person for any legal or any other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that neither the Company nor any of its subsidiaries shall be liable to any Covered Person in any such case to the extent that any such loss, claim, damage, liability, action or proceeding or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company or to any of its subsidiaries through an instrument duly executed by such Covered Person specifically stating that it is for use in the preparation thereof. The indemnities of the Company and of its subsidiaries contained in this Section 3.4.1 shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person and shall survive any transfer of securities or any termination of this Agreement.

3.4.2. Indemnities to the Company. Subject to Section 3.4.4, the Company and any of its subsidiaries may require, as a condition to including any securities in any registration statement filed pursuant to this Article III, that the Company and any of its subsidiaries shall have received an undertaking satisfactory to it from the prospective seller of such securities, severally and not jointly, to indemnify and hold harmless (in the same manner and to the same extent as provided in Section 3.4.1) the Company and any of its subsidiaries, each director of the Company or any of its subsidiaries, each officer of the Company or any of its subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities and prospective underwriter with respect to any untrue statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its subsidiaries through an instrument executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securities or any termination of this Agreement.

3.4.3. Contribution. If the indemnification provided for in Sections 3.4.1 or 3.4.2 hereof is unavailable to a party that would have been entitled to indemnification pursuant to the foregoing provisions of this Section 3.4 for reasons other than described in the proviso to Section 3.4.1 (an “Indemnitee”) in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense referred to therein, then each party that would have been an indemnifying party thereunder shall, subject to Section 3.4.4 and in lieu of indemnifying such Indemnitee, contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense in such proportion as is appropriate to reflect the relative fault of such indemnifying party on the one hand and such Indemnitee on the other in connection with the untrue statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or such

-16-

Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just or equitable if contribution pursuant to this Section 3.4.3 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentence. The amount paid or payable by a contributing party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense referred to above in this Section 3.4.3 shall include any legal or other expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

3.4.4. Limitation on Liability of Holders of Registrable Securities. The liability of each Holder in respect of any indemnification or contribution obligation of such Holder arising under this Section 3.4 shall not in any event exceed an amount equal to the net proceeds realized by such Holder (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such Holder pursuant to such registration.

3.4.5. Indemnification Procedures. Promptly after receipt by an Indemnitee of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 3.4, such Indemnitee will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 3.4, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an Indemnitee, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party shall, subject to Section 3.4.4 (if applicable), be liable for any reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by the Coordination Committee in the registration in respect of which such indemnification is sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or judgment (a) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (b) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations for which such Indemnitee will be indemnified hereunder.

3.4.6. Non-Exclusivity. The obligations of the parties under this Section 3.4 will be in addition to any liability, without duplication, which any party may otherwise have to any other party.

3.5. Permitted Registration Rights Assignees. The rights of any Holder to cause the Company to register its Registrable Securities pursuant to Section 3.1 or 3.2 may be assigned (but only with all related obligations as set forth below) in a Transfer effected in accordance with the terms of the Stockholders Agreement and this Agreement to: (a) a Charitable Organization (but only for a period of up to 90 days from the date of such Transfer), (b) a Permitted Transferee, (c) any other transferee that, together with its Affiliates and Affiliated Funds, in the case of this clause (c) acquires shares of Registrable Securities either (i) for consideration of at least $35,000,000 or (ii) having a then fair market value (determined in good faith by the Board) of at least $35,000,000

-17-

or (d) acquires all shares of Registrable Securities then held by such Holder and its Affiliates, Affiliated Funds and Manager Designees, if applicable (the transferees described in clauses (a), (b), (c) and (d) each a “Permitted Registration Rights Assignee”). Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 3.5 shall be effective unless the Permitted Registration Rights Assignee, if not a Registration Rights Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Registrable Securities in respect of which such assignment is made shall be deemed Other Holder Shares and shall be subject to all of the provisions of this Agreement relating to Other Holder Shares and that such Permitted Registration Rights Assignee shall be bound by, and shall be an Other Holder party to, this Agreement and the holder of Other Holder Shares hereunder. A transferee to whom rights are transferred pursuant to this Section 3.5 may not again transfer such rights to any Person, other than as provided in this Section 3.5.

3.6. Shelf Take-Downs. At any time that a shelf registration statement covering Registrable Securities pursuant to this Article III is effective, if any Holder or group of Holders delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering, then, provided that the Coordination Committee approves of such Shelf Underwritten Offering, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 3.6). In connection with any Shelf Underwritten Offering:

(a) such proposing Holder(s) shall also deliver the Take-Down Notice to all other Holders included on such shelf registration statement and permit each holder to include its Registrable Securities included on the shelf registration statement in the Shelf Underwritten Offering if such Holder notifies the proposing Holders and the Company within five business days after delivery of the Take-Down Notice to such Holder; and

(b) in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of shares which would otherwise be included in such take-down, the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as is described in Section 3.3.1 with respect to a limitation of shares to be included in a registration.

3.7. Coordination Committee. The Principal Investor Groups will create a coordination committee (the “Coordination Committee”) prior to the closing of the Initial Public Offering and will thereafter maintain such committee for so long as this Agreement remains in effect or until there are no Principal Investors remaining, if earlier. Each Principal Investor Group shall be permitted to designate one representative to participate on the Coordination Committee, and shall be permitted to remove and replace such designee from time to time, provided that a Principal Investor Group’s designee shall be automatically removed (and not replaced) at such time as such Principal Investor Group ceases to be a Principal Investor Group in accordance with the definition thereof. Except to the extent specified in this Section 3.7, the Majority Principal Investors shall determine, from time to time, the procedures which govern the conduct of the Coordination Committee, provided that such procedures shall not discriminate against any particular designee or designees in any material way. Actions of the Coordination Committee shall require the affirmative vote of representatives designated by Principal Investor Groups which constitute the Majority Principal Investors.

ARTICLE IV.

TRANSFER RESTRICTIONS

4.1. Permitted Public Transfers and Block Sales. After the closing of the Initial Public Offering, no Registration Rights Stockholder shall Transfer any or all of its Shares pursuant to Rule 144, a block sale to a financial institution or in a private transfer pursuant to Section 3.1.5 of the Stockholders Agreement, in each case other than in compliance with Sections 4.1.1, 4.1.2 and 4.6 hereof, as applicable, and Sections 3.3 and 3.4 of the Stockholders Agreement, provided that, for the avoidance of doubt the approval of the Coordination Committee shall not be required to approve such Transfers. Shares Transferred pursuant to Rule 144 or in a block sale to a financial institution shall conclusively be deemed thereafter not to be Shares under this Agreement.

-18-

4.1.1. Public Transfers. From time to time after the Initial Public Offering, the Majority Principal Investors may determine to require the Registration Rights Stockholders to make reasonable efforts to coordinate their efforts to Transfer Shares pursuant to Rule 144 (“144 Coordination”) or to discontinue such requirement. As of the date of this Agreement, 144 Coordination shall be required until such time, if ever, as the Majority Principal Investors provide a subsequent notice to the Registration Rights Stockholders that such coordination is discontinued. Thereafter, the Majority Principal Investors may reinstitute and discontinue 144 Coordination from time to time by providing notice to the Registration Rights Stockholders.

(a) For so long as 144 Coordination is in effect, each Registration Rights Stockholder shall promptly notify the Coordination Committee when it wishes to Sell Shares under Rule 144, provided, that for any given measurement period for purposes of the Rule 144 group volume limit, except as provided in Section 4.1.1(b) or 4.3, no Registration Rights Stockholder shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Shares held by all Registration Rights Stockholders at the start of such measurement period) of all Shares that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Shares held by all holders of Shares at the start of such measurement period. In the event any Registration Rights Stockholder agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Coordination Committee, the remainder shall be re-allocated pro rata among the other Registration Rights Stockholders in like manner (except that the Shares held by such forfeiting Registration Rights Stockholder at the start of such measurement period shall be excluded from such calculation).

(b) Notwithstanding the first sentence of Section 4.1.1(a), during the first 144 measurement period in which Registration Rights Stockholders are permitted to Transfer Shares following an offering subject to Section 3.2 (taking into account Section 4.7) (each, an “Initial Measurement Period”), each Cutback Manager shall be permitted to Transfer a number of Shares equal to the lesser of (i) such Cutback Manager’s Disproportionate Cutback Shares or (ii) if all Cutback Managers’ Disproportionate Cutback Shares could not be sold in such measurement period due to the volume limitations under Rule 144, such Cutback Manager’s proportionate share of the Disproportionate Cutback Shares held by all Cutback Managers. To the extent the total number of all such Disproportionate Cutback Shares is less than the total number of Shares that may be Transferred by members of the Related Group during the applicable measurement period, each Registration Rights Stockholder shall be permitted to effect Transfers of Shares not in excess of its pro rata share (based on its percentage ownership of Shares held by all Registration Rights Stockholders at the start of such measurement period) of such excess Shares, subject to adjustment in accordance with Section 4.3. To the extent that all Cutback Managers are not permitted, due to the volume limitations in Rule 144, to Transfer all Disproportionate Cutback Shares in the Initial Measurement Period or any subsequent 144 measurement period, the provisions of this clause (b) shall apply with respect to each Cutback Manager who does Transfer all Disproportionate Cutback Shares which such Cutback Manager was entitled to Transfer in the Initial Measurement Period and each subsequent 144 measurement period until such Cutback Manager has had an opportunity to Transfer all Disproportionate Cutback Shares held by such Cutback Manager or has elected not to sell all Disproportionate Cutback Shares which such Cutback Manager was entitled to Transfer during a 144 measurement period.

(c) The provisions of this Section 4.1.1 shall not apply to any Transfer of Shares (i) in a Public Offering, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 or (iii) at any time with respect to which 144 Coordination is not effective.

(d) Notwithstanding the foregoing, a Registration Rights Stockholder may opt out of 144 Coordination with respect to any period of time if such Registration Rights Stockholder delivers a notice to the Coordination Committee irrevocably committing not to Transfer Shares pursuant to Rule 144 or a transaction described in Section 4.1.2, 4.2 or 4.6 during such period.

4.1.2. Certain Other Transfers. After the Initial Public Offering, each Registration Rights Stockholder (the “Initiating Transferor”) shall notify the Coordination Committee (or, after the expiration of the term described in Section 4.5, the other Registration Rights Stockholders) when it plans to Transfer any or all of its Shares pursuant to (a) a block sale to a financial institution or (b) a private transfer pursuant to Section 3.1.5 of the Stockholder Agreement.

-19-

4.2. Distributions to Partners, Members or Stockholders. For so long as 144 Coordination is effective, each Investor shall provide reasonable prior notice to the Coordination Committee prior to any LP Distribution.

4.3. Volume Limit. For purposes of this Agreement, so long as 144 Coordination is effective, Transfers contemplated by Sections 4.1.2(a) and (b), and LP Distributions, will be limited to the number of Shares that the applicable Registration Rights Stockholder would have been permitted to Transfer under Rule 144 pursuant to the proviso in Section 4.1.1(a) or 4.1.1(b), as applicable, and will reduce for purposes of this Agreement, on a Share for Share basis, the number of Shares that such Registration Rights Stockholder is permitted to sell under Rule 144, whether individually or as part of a Related Group, whether or not such Transfer or LP Distribution is required by law to be so treated. In the event that, while 144 Coordination is in effect, any Registration Rights Stockholder elects to make a Transfer contemplated by Section 4.1.2(a) or (b), or an LP Distribution, and provided that such Transfer or LP Distribution is not required by law to be taken into account for purposes of the Related Group’s volume limit under Rule 144, then each Registration Rights Stockholder’s (including the Registration Rights Stockholder making such Transfer or LP Distribution) pro rata share of the Related Group’s volume limit for purposes of Section 4.1.2(a) shall be increased by such Registration Rights Stockholder’s pro rata share of the Shares that such Registration Rights Stockholder is no longer permitted to sell under Rule 144 pursuant to the first sentence of this Section 4.3.

4.4. No 144 Coordination. Subject, in all cases, to any applicable law, in the event that 144 Coordination is not in effect, no Registration Rights Stockholder shall, in a given calendar year, Transfer pursuant to Rule 144, in a block sale to a financial institution or in an LP Distribution, Shares representing more than the lesser of (a) 2% of the total Shares outstanding on the first day of such calendar year and (b) 20% of the total Shares owned by such Registration Rights Stockholder on the first day of such calendar year, in each case without the approval of the Coordination Committee, which such approval shall be granted or withheld with respect to all Registration Rights Stockholders in a fair and equitable manner over the course of such calendar year.

4.5. Period. Except for Section 4.1.2, the provisions of Sections 4.1 through 4.4 shall terminate with respect to any Share on the earlier of (a) the fifth anniversary of the closing of the Qualified Public Offering and (b) such time as the Principal Investors, in the aggregate, own less than a 20% of the then outstanding Common Stock. The Majority Principal Investors, in their sole discretion, may elect to exclude any holder of Management Shares or any holder of Other Investor Shares from the provisions of Sections 4.1 through 4.4 at any time.

4.6. Post-QPO “Tag Along Rights”. After the Qualified Public Offering, to the extent an Initiating Transferor gives notice of a planned Transfer described in Section 4.1.2, the Coordination Committee shall promptly provide such notice to each Registration Rights Stockholder other than the Initiating Transferor (each, a “Potential Participant”), and each Potential Participant shall be entitled to participate in such transfer pro rata based on its percentage ownership of Tag Eligible Shares held by all Registration Rights Stockholders at the time of such proposed transfer. In the event any Potential Participant agrees to forego its full pro rata share of the sale by written notice to the Initiating Transferor and all other Potential Participants, the remainder shall be re-allocated pro rata among the Initiating Transferor and all other Potential Participants in like manner (except that the Shares held by such forfeiting Potential Participant shall be excluded from such calculation).

4.7. Transfers and Holder Lock-up. No Registration Rights Stockholder shall Transfer Shares in a transaction that would have violated Article V of the Stockholders Agreement (Holder Lock-up) or a lock-up agreement entered into pursuant thereto but for the fact that such Registration Rights Stockholder has been granted permission to make such Transfer or has been released from such Article or such lock-up agreement unless each Registration Rights Stockholder is granted similar permission or has been similarly released.

-20-

ARTICLE V.

REMEDIES

The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

ARTICLE VI.

PERMITTED TRANSFEREES

6.1. Transfers by Investors. Subject to Section 3.5, the rights of an Investor hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Shares effected in accordance with the terms of the Stockholders Agreement and this Agreement to a Permitted Transferee of such Investor. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 6.1 shall be effective unless the Permitted Transferee to which such assignment is being made, if not a Registration Rights Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such Permitted Transferee shall be bound by, and shall be a party to, this Agreement as an Investor. A Permitted Transferee to whom rights are transferred pursuant to this Section 6.1 may not again transfer such rights to any other Permitted Transferee, other than as provided in this Section 6.1.

6.2. Transfers by Managers or Manager Designees. The rights of a Manager or Manager Designee hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Shares effected in accordance with the terms of the Stockholders Agreement and this Agreement to a Permitted Transferee of such Manager or Manager Designee. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 6.2 shall be effective unless the Permitted Transferee to which such assignment is being made, if not a Registration Rights Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Management Shares in respect of which such assignment is made shall continue to be deemed Management Shares and shall be subject to all of the provisions of this Agreement relating to Management Shares and that such Permitted Transferee shall be bound by, and shall be a party to, this Agreement as a Manager Designee. A Permitted Transferee to whom rights are transferred pursuant to this Section 6.2 may not again transfer such rights to any other Permitted Transferee, other than as provided in this Section 6.2.

ARTICLE VII.

INFORMATION RIGHTS

7.1. Historical Financial Information. The Company will furnish the following to each Registration Rights Stockholder:

(a) As soon as available, and in any event within 90 days after the end of each fiscal year of the Company, the consolidated balance sheet of the Company and its subsidiaries as at the end of each such fiscal year and the consolidated statements of income, cash flows and changes in stockholders’ equity for such year of the Company and its subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and its subsidiaries at the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby.

(b) As soon as available, and in any event within 45 days after the end of each fiscal quarter of the Company for the first three fiscal quarters of a fiscal year, the consolidated balance sheet of the Company and its subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and the

-21-

portion of the fiscal year then ended of the Company and its subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year, or, in the case of such balance sheet, for the last day of such fiscal year, in comparative form, all in reasonable detail.

7.2. Satisfaction. Notwithstanding anything to the contrary in Section 7.1, the Company may satisfy its obligation thereunder by (a) providing the financial statements of any of Lowerco, Holdings, LLC or SDS to the extent such financial statements reflect the entirety of the operations of the business or (b) filing such financial statements of the Company, Lowerco, Holdings, LLC or SDS, as applicable, with the Commission on EDGAR or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 7.1 shall be satisfied so long as it transmits such materials to the Registration Rights Stockholders within the time periods specified in Section 7.1, notwithstanding that such materials may be actually be received after the expiration of such periods.

7.3. Period. Each of the foregoing provisions of Section 7.1 shall expire on the earlier of (a) a Change of Control or (b) the closing of the Initial Public Offering.

ARTICLE VIII.

AMENDMENT, TERMINATION, ETC.

8.1. Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

8.2. Written Modifications. Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors (or Registration Rights Stockholders holding a majority of the shares of Class A Stock held by Registration Rights Stockholders party hereto if there are no Principal Investors remaining).

(a) The consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors.

(b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 8.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such Business shall be required.

(c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Registration Rights Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Registration Rights Stockholder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Registration Rights Stockholder or (iii) have greater or lesser voting rights or powers than any other Registration Rights Stockholders).

-22-

A copy of each such Amendment shall be sent to each Registration Rights Stockholder and shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 8.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

8.3. Withdrawal from Agreement. Any holder of Shares or Other Holder Shares that withdraws Shares from the Stockholders Agreement in accordance with Section 10.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From the date of delivery of such Person’s withdrawal notice pursuant to Section 10.3 of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Shares does not own any Share that will remain subject to this Agreement (each such holder, a “Withdrawing Holder”), such holder shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 3.4 hereof with respect to any matter that (a) may be an indemnified liability thereunder and (b) occurred prior to such withdrawal.

8.4. Effect of Termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Investor shall retain the indemnification, contribution and reimbursement rights pursuant to Section 3.4 hereof with respect to any matter that (a) may be an indemnified liability thereunder and (b) occurred prior to such termination.

ARTICLE IX.

LEGENDS

9.1. Restrictive Legend. Each certificate representing Shares issued or transferred to a Principal Investor shall have the following legend endorsed conspicuously thereupon:

“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”

Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

9.2. Stop Transfer Instruction. The Company or Lowerco will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legend, this Agreement and the Stockholders Agreement are satisfied.

9.3. Classes of Shares Separately Transferable. A Transfer that otherwise satisfies the requirements of this Agreement, the Stockholders Agreement and any other applicable agreements may include Shares of any one or more class(es).

-23-

ARTICLE X.

DEFINITIONS

For purposes of this Agreement:

10.1. Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Article X:

(i) The words “hereof’, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Article or Section or provision of this Agreement, and reference to a particular Article or Section of this Agreement shall include all subsections thereof;

(ii) The word “including” shall mean including, without limitation;

(iii) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(iv) The masculine, feminine and neuter genders shall each include the other.

10.2. Definitions. The following terms shall have the following meanings:

“144 Coordination” shall have the meaning set forth in Section 4.1.1.

“Additional Counsel” shall have the meaning set forth in Section 3.3.3.

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Registration Rights Stockholders (and vice versa), (b) if such specified Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any Family Member of such natural Person. Notwithstanding the foregoing, for all purposes of this Agreement, Integral Capital Partners VII, L.P. and its Affiliates will be considered Affiliates of Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.L.C. and their respective Affiliates.

“Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such person.

“Agreement” shall have the meaning set forth in the Preamble.

“Amendment” shall have the meaning set forth in Section 8.2.

“Bain Investors” shall mean, as of any date, Bain Capital Integral Investors, LLC and BCIP TCV, LLC, and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“Blackstone Investors” shall mean, as of any date, Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Participation Partnership IV L.P., Blackstone GT Communications Partners L.P. and Blackstone Family Communications Partnership L.P., and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

-24-

“Board” shall mean the board of directors of the Company, or any duly authorized committee thereof.

“Business” means SDS’s businesses which, as of the date hereof, consist of four separate businesses: (a) the Availability Services business, (b) the Financial Systems business, (c) the K-12 Education business and (d) the Public Sector business. For purposes of this Agreement, any future business acquired by SDS after the date hereof that is not included in the Availability Services business will automatically be considered part of the Financial Systems, K-12 Education or Public Sector business, as determined by the Board in its sole discretion.

“business day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Change of Control” shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other Person, or any other corporate reorganization, transaction or Transfer of securities of the Company by its stockholders, or series of related transactions (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the equity economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors or other similar governing body of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the Exchange Act Rules) or any “group” (as defined in the Exchange Act Rules), other than Qualified Institutional Investors (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the consolidated assets of the Company. For the avoidance of doubt, none of the following shall, in and of itself, constitute a “Change of Control”: (x) a spin-off of one of the Businesses, a sale of one of the Businesses or a comparable transaction or (y) a transaction in which, after giving effect thereto, the Principal Investors and their Affiliates continue to own, directly or indirectly, more than fifty percent (50%) of the equity economic interests or voting power of (i) the Company or other surviving entity in the case of a transaction of the sort described in clause (a) above, (ii) of the Company in the case of a transaction of the sort described in clause (b) above or (iii) of the acquiring entity in the case of a transaction of the sort described in clause (c) above.

“Charitable Organization” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Class A Stock” shall mean the Class A Common Stock, par value $0.001 per share, of the Company, which is comprised of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock, Class A-7 Common Stock and Class A-8 Common Stock.

“Class L Stock” shall mean the Class L Common Stock, par value $0.001 per share, of the Company.

“Closing Date” shall have the meaning set forth in the Recitals.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, including the Class A Stock and the Class L Stock.

“Company” shall have the meaning set forth in the Preamble.

-25-

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Stock.

“Coordination Committee” shall have the meaning set forth in Section 3.7.

“Covered Person” shall have the meaning set forth in Section 3.4.1.

“Cutback Manager” shall mean, with respect to any registered offering, any Manager Holder who is subject to a disproportionate cutback of shares to be sold in such registered offering in accordance with Section 3.3.1.

“Designated Principal Investor Groups” shall mean, as of any time of determination, (a) if at such time there are more than five Principal Investor Groups, the five (or more if necessary to accommodate “ties”) Principal Investor Groups who then hold the greatest number of shares of Common Stock and (b) at any other time, all of the Principal Investor Groups.

“Disproportionate Cutback Shares” shall mean, with respect to any registered offering and any Cutback Manager, a number of shares equal to the excess of (a) the number of shares held by such Cutback Manager that such Cutback Manager was not permitted to include in such registered offering as a result of Section 3.3.1 over (b) the number of shares that such Cutback Manager would not have been permitted to include in such registered offering had all holders of Registrable Securities or Parity Shares who requested to have shares registered in the applicable offering been cutback proportionately.

“Effective Time” shall have the meaning set forth in Section 1.1.

“Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Stock, such number of shares of Stock and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Act Rules” shall mean the rules adopted by the Commission under the Exchange Act.

“Family Member” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased, (d) any not-for-profit corporation or private charitable foundation and (e) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (d) above.

“FINRA” shall have the meaning set forth in Section 3.3.2(p).

“GS Investors” shall mean, as of any date, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG and GS Capital Partners V Institutional, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“Holders” shall mean the holders of Registrable Securities that are parties to this Agreement.

“Holdings” shall have the meaning set forth in the Preamble.

“Indemnitee” shall have the meaning set forth in Section 3.4.3.

-26-

“Initial Measurement Period” shall have the meaning set forth in Section 4.1.1(b).

“Initial Public Offering” shall mean the initial underwritten Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Initiating Investors” shall have the meaning set forth in Section 3.1.1.

“Initiating Transferor” shall have the meaning set forth in Section 4.1.2.

“Investors” shall have the meaning set forth in the Preamble.

“Issuance” shall have the meaning set forth in Article II.

“Issuer” shall have the meaning set forth in Article II.

“KKR Investors” shall mean, as of any date, KKR Millennium Fund L.P. and KKR Partners III, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“LLC” shall have the meaning set forth in the Preamble.

“Lowerco” shall have the meaning set forth in the Preamble.

“LP Distribution” means a distribution of Shares by an Investor to its partners, members, managers or shareholders in accordance with such Investor’s governing documents.

“Majority Bain Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Bain Investors.

“Majority Blackstone Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Blackstone Investors.

“Majority GS Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the GS Investors.

“Majority in Interest” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares.

“Majority KKR Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the KKR Investors.

“Majority Principal Investors” shall mean, as of any applicable time, (a) Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups in the aggregate and (b) if there are more than five Principal Investor Groups, Designated Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investor Groups in the aggregate.

“Majority Providence Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Providence Investors.

“Majority Silver Lake Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Silver Lake Investors.

“Majority TPG Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.

“Management Representative” shall mean (a) Russell P. Fradin during such time as he is the Chief Executive Officer of SDS, (b) such successor person who is approved from time to time as the Management

-27-

Representative in accordance with this Agreement, or (c) at any time when there is no Management Representative identified in accordance with the foregoing provisions, the Chief Executive Officer of SDS. Successor Management Representatives may be approved in writing by a Majority in Interest of the Management Shares then held by Managers then employed by the Company, excluding, for the purposes of such calculation, the existing Management Representative, provided that such approval must occur no earlier than ten (10) business days after notice proposing a successor Management Representative is given to all such Managers, which notice may be sent only at the direction of (x) the current Management Representative, (y) the holders of at least 15% in interest of the Management Shares held by Managers (and their Manager Designees) then employed by the Company or (z) the Requisite Principal Investors.

“Management Shares” shall mean all Shares held by a Manager or Manager Designee. Any Management Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Management Shares in the hands of such Permitted Transferee.

“Manager Designees” shall have the meaning set forth in the Preamble.

“Manager Holder” shall mean any Manager of Manager Designee who is, at the time in question, a Holder.

“Managers” shall have the meaning set forth in the Preamble.

“Other Holder Shares” shall mean (a) all shares of Stock held by an Other Holder that were Transferred to such Other Holder in a transaction subject to Section 3.5 or that were acquired by such Other Holder upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities that were Transferred to such Other Holder in a transaction subject to Section 3.5 and (b) all Options, Warrants and Convertible Securities that were Transferred to such Other Holder in a transaction subject to Section 3.5, treating such Options, Warrants and Convertible Securities as a number of Other Holder Shares equal to the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Other Holder Shares is to be determined).

“Other Holders” shall have the meaning set forth in the Preamble.

“Other Investors” shall have the meaning set forth in the Recitals.

“Other Securities” shall have the meaning set forth in Section 2.1.3.

“Parity Shares” shall have the meaning set forth in Section 3.3.1.

“Participating Buyer” shall have the meaning set forth in Section 2.1.2.

“Participating Investor” shall have the meaning set forth in Section 3.3.3.

“Participation Notice” shall have the meaning set forth in Section 2.1.1.

“Participation Offerees” shall have the meaning set forth in Section 2.1.1.

“Participation Portion” shall have the meaning set forth in Section 2.1.1.

“Participation Shares” shall mean all Shares held by an Investor and all Vested Shares held by a Manager or Manager Designee.

“Permitted Registration Rights Assignee” shall have the meaning set forth in Section 3.5.

“Permitted Transferee” shall mean, in respect of (a) any Investor, (i) any Affiliate or Affiliated Fund of such Investor or (ii) any successor entity or, with respect to an Investor organized as a trust, any successor trustee or co-trustee of such trust, (b) any Manager or Manager Designee of such Manager, any Family Member of such Manager and (c) any holder of Shares who is a natural person, (i) upon the death of such natural person, such person’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case

-28-

acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such holder or by applicable laws of descent an distribution and (ii) any Person acquiring such Shares pursuant to a qualified domestic relations order in each case described in clauses (a) through (c), only to the extent such transferee agrees to be bound by the terms of this Agreement and the Stockholders Agreement. In addition, any Registration Rights Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Potential Participant” shall have the meaning set forth in Section 4.6.

“Preferred Stock” shall mean the 11.5% Cumulative Preferred Stock, par value $0.001 per share, of Lowerco.

“Price Per Equivalent Share” shall mean the Board’s good faith determination of the price per Equivalent Share of any Convertible Securities, Warrants or Options which are the subject of an Issuance pursuant to Article II hereof.

“Principal Investor” shall have the meaning set forth in the preamble.

“Principal Investor Group” shall mean any one of (a) the Bain Investors, collectively, (b) the Blackstone Investors, collectively, (c) the GS Investors, collectively, (d) the KKR Investors, collectively, (e) the Providence Investors, collectively, (f) the Silver Lake Investors, collectively and (g) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Closing Date, and at all times thereafter, as such Principal Investor Group ceases to hold Shares representing a Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof); provided, further, that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Blackstone Investors, the Majority GS Investors, the Majority KKR Investors, the Majority Providence Investors, the Majority Silver Lake Investors, or the Majority TPG Investors, as the case may be, except as otherwise specifically set forth herein.

“Principal Lock-Up Agreement” shall have the meaning set forth in Section 5.1 of the Stockholders Agreement.

“Pro Rata Portion” shall mean for purposes of Section 3.3, with respect to each holder of Registrable Securities or Parity Shares requesting that such shares be registered in such registration statement, a number of such shares equal to the aggregate number of shares of Common Stock to be registered in such registration (excluding any shares to be registered for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities and Parity Shares held by such holder, and the denominator of which is the aggregate number of Registrable Securities and Parity Shares held by all holders requesting that their Registrable Securities or Parity Shares be registered in such registration.

“Proceeds” shall have the meaning set forth in the Recitals.

“Prospective Subscriber” shall have the meaning set forth in Section 2.1.1.

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

“Purchase Price Value” shall mean: (a) $1.00, in the case of a share of Class A Stock, (b) $81.00, in the case of a share of Class L Stock and (c) $100.00, in the case of a share of Preferred Stock, in each case appropriately adjusted for any stock split, stock dividend, combination, recapitalization or similar event involving such class of Stock.

-29-

“Purchased and Roll-Over Shares” shall mean (a) all shares of Stock held by a Manager or Manager Designee that were purchased by the original holder thereof on or before the Closing Date or upon the exercise, conversion or exchange of Options described in clause (b) hereof, (b) all Options for shares of Stock held by a Manager, which were received by such Manager on the Closing Date in connection with the roll-over of his or her options from SDS, treating such Options as a number of Purchased and Roll-Over Shares equal to the maximum number of shares of Stock for which such Options may be exercised, and (c) all Shares held by a Manager or Manager Designee that are designated as Purchased and Roll-Over Shares by the Requisite Principal Investors (or the Company if there are no Principal Investors remaining).

“Qualified Institutional Investors” shall mean (a) the Bain Investors; (b) the Blackstone Investors; (c) the GS Investors; (d) the KKR Investors; (e) the Providence Investors; (f) the Silver Lake Investors; (g) the TPG Investors; and (h) the respective Affiliates and Affiliated Funds of the foregoing Persons.

“Qualified Public Offering” shall mean the first underwritten Public Offering (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or a comparable form) in which the aggregate price to the public of all Common Stock sold in such offering in combination with the aggregate price to the public of all Common Stock sold in any previous underwritten Public Offerings (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or any comparable form) shall exceed $350,000,000.

“Recapitalization Transaction” shall have the meaning set forth in Section 10.2 of the Stockholders Agreement.

“Registrable Securities” shall mean (a) all shares of Class A-8 Stock, (b) all shares of Class A-8 Stock issuable upon conversion of shares of Class A-1 Stock, Class A-2 Stock, Class A-3 Stock, Class A-4 Stock, Class A-5 Stock, Class A-6 Stock, Class A-7 Stock or Class L Stock, (c) all shares of Class A-8 Stock issuable upon exercise, conversion or exchange of any Option, Warrant or Convertible Security and all Shares of Class A-8 Stock issued in exchange for securities of any subsidiary of the Company and (d) all shares of Class A-8 Stock directly or indirectly issuable with respect to the securities referred to in clauses (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Participation Shares or Other Holder Shares. As to any particular Registrable Securities, such shares shall cease to be Registrable Securities when (i) such securities shall have ceased to be Participation Shares or Other Holder Shares hereunder, (ii) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (iii) such securities shall have been Transferred pursuant to Rule 144 or Rule 145, (iv) disposition of such securities may be made by the Holder thereof under Rule 144 or 145 and the holder of such securities holds no more than one percent of the shares of the applicable class outstanding as shown by the most recent report or statement published by the Company, but only to the extent such securities are not restricted from transfer by the provisions of Article IV hereof, (v) subject to the provisions of Section 8.2 hereof, such securities shall have been otherwise transferred to a Person that is not an Affiliate of the transferor, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company as part of such transfer and subsequent disposition of them shall not require registration of them under the Securities Act and such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 or Rule 145 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144), (vi) such securities shall have ceased to be outstanding or (vii) the holder thereof shall have withdrawn from this Agreement pursuant to Section 8.3.

“Registration Expenses” means any and all expenses incident to performance of or compliance with Article III of this Agreement (other than underwriting discounts and commissions paid to underwriters and transfer taxes, if any), including (a) all Commission and securities exchange or FINRA registration and filing fees, (b) all fees and expenses of complying with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) all fees and expenses incurred in connection with the listing or quotation of the Registrable Securities pursuant to Section 3.3.2(g) and all rating agency fees, (e) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits

-30-

and/or “cold comfort” letters required by or incident to such performance and compliance, (f) the reasonable fees and disbursements of one counsel for the Holders selected pursuant to the terms of Article III and any Additional Counsel, (g) any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any, (h) expenses incurred in connection with any road show (including the reasonable out-of-pocket expenses of the Holders) and (i) any other fees and disbursements customarily paid by the issuers of securities.

“Registration Rights Stockholders” shall have the meaning set forth in the Preamble.

“Related Group” shall mean, with respect to any 144 measurement period, all Registration Rights Stockholders other than those (a) who have agreed to forego their full pro rata share of the Rule 144 group limit in accordance with the last sentence of Section 4.1.1(a), (b) who have opted out of 144 Coordination pursuant to Section 4.1.1(d) or (c) who have been excluded from the provisions of Section 4.1 through 4.4 pursuant to the last sentence of Section 4.5, unless, in each case, such person’s sales of Shares are required to be aggregated with sales of Shares of all Registration Rights Stockholders not described in clauses (a) through (c) for purposes of clauses (e)(1) or (2) of Rule 144.

“Rule 144” shall mean Rule 144 under the Securities Act (or any successor Rule).

“Rule 145” shall mean Rule 145 under the Securities Act (or any successor Rule).

“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“SDS” shall have the meaning set forth in the Recitals.

“Securities Act” shall mean the Securities Act of 1933 and the rules promulgated thereunder, as amended from time to time.

“Shares” shall mean (a) all shares of Stock held by a Registration Rights Stockholder, whenever issued, including all shares of Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and Convertible Securities held by a Registration Rights Stockholder (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein), including, in either case, any securities received in a “Recapitalization Transaction” in accordance with Section 4.3 of the Stockholders Agreement.

“Shelf Underwritten Offering” has the meaning set forth in Section 3.6.

“Silver Lake Investors” shall mean, as of any date, Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.L.C. and Integral Capital Partners VII, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“Specified Amendment” shall mean any Amendment affecting (a) the second or third sentence of Section 8.2(b) or (b) any defined term in this Agreement to the extent used in any of the foregoing provisions as such term applies to such provisions.

“Stock” shall mean the Common Stock and the Preferred Stock.

“Stockholders Agreement” shall mean the Amended and Restated Stockholders Agreement of even date herewith among the Company, Lowerco, Holdings, LLC, SDS and certain stockholders of the Company and Lowerco (as such agreement may be amended and/or restated from time to time).

“Subject Securities” shall have the meaning set forth in Article II.

“Substitution Charter Amendment” shall have the meaning set forth in the Recitals.

-31-

“Tag Eligible Shares” shall mean, at any time, all Shares that (a) are not Management Shares or (b) are Management Shares that will be Vested Shares as of the proposed Transfer date as reasonably determined in good faith by the Initiating Transferor.

“Take Down Notice” has the meaning set forth in Section 3.6.

“TPG Investors” shall mean, as of any date, TPG Partners IV, L.P., T³ Partners II, L.P., T³ Parallel II, L.P., TPG Solar III LLC and TPG Solar Co-Invest LLC, and their respective Permitted Transferees, in each case only if such Person is then a Registration Rights Stockholder and holds any Shares.

“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares or Other Holder Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section 4 (a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee or (b) with respect to a holder of Shares which was formed for the purpose of holding Shares, there is a Transfer of the equity interests of such holder other than to a Permitted Transferee of such holder or of the party transferring the equity of such holder.

“Vested Shares” shall mean, with respect to a Manager or Manager Designee at any time, the Management Shares held by such Manager or Manager Designee which are not subject to vesting requirements at such time.

“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Stock.

“Withdrawing Holders” shall have the meaning set forth in Section 8.3.

ARTICLE XI.

MISCELLANEOUS

11.1. Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and Lowerco shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

11.2. Notices. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or e-mail (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows:

If to the Company, Lowerco, Holdings, LLC or SDS, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

-32-

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred Rose, Esq.

E-mail: arose@ropesgray.com

If to a Bain Investor or the Bain Principal Investor Group, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2710

Attention: John Connaughton

E-mail: jconnaughton@baincapital.com

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell, Esq.

E-mail: nstillwell@ropesgray.com

If to a Blackstone Investor or to the Blackstone Principal Investor Group, to it:

c/o Blackstone Management Partners IV L.L.C.

345 Park Avenue, 31st Floor

New York, NY 10154

Facsimile: (212) 583-5722

Attention: Chinh Chu

E-mail: chu@blackstone.com

with copies to:

Paul Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, NY 10022

Facsimile: (212) 230-7617

Attention: John Altorelli, Esq.

E-mail: johnaltorelli@paulhastings.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Wilson Neely, Esq.

E-mail: wneely@stblaw.com

If to a GS Investor or to the GS Principal Investor Group, to it:

c/o GS Capital Partners 2000, L.P.

85 Broad Street

New York, New York 10004

-33-

Facsimile: (212) 357-5505

Attention: Sanjeev Mehra

E-mail: sanjeev.mehra@gs.com

with copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Facsimile: (212) 403-2000

Attention: Mark Gordon, Esq.

E-mail: mgordon@wlrk.com

If to a KKR Investor or to the KKR Principal Investor Group, to it:

c/o Kohlberg Kravis Roberts & Co L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Facsimile: (650) 233-6561

Attention: James H. Greene, Jr.

E-mail: jgreene@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Gary Horowitz

E-mail: ghorowitz@stblaw.com

If to a Providence Investor or to the Providence Principal Investor Group, to it:

c/o Providence Equity Partners Inc.

50 Kennedy Plaza

18th Floor

Providence, RI 02903

Facsimile: (401) 751-1790

Attention: Jonathan M. Nelson

E-mail: j.nelson@provequity.com

with copies to:

Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, MA 02110

Facsimile: (617) 772-8333

Attention: Marilyn French, Esq.

E-mail: marilyn.french@weil.com

If to a Silver Lake Investor or to the Silver Lake Principal Investor Group, to it:

c/o Silver Lake Partners

9 West 57th Street, 25th Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Egon Durban

E-mail: egon.durban@silverlake.com

-34-

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq.

E-mail: arose@ropesgray.com

If to a TPG Investor or to the TPG Principal Investor Group, to it:

c/o TPG Capital, L.P.

345 California Street, Suite 3300

San Francisco, CA 94104

Facsimile: (415) 743-1500

Attention: General Counsel

with copies to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Facsimile: (212) 225-3999

Attention:   Michael L. Ryan, Esq.

        Paul J. Shim, Esq.

E-mail:       mryan@cgsh.com

        pshim@cgsh.com

If to any Manager or Manager Designee, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

Facsimile: (212) 309-6001

Attention:   Howard L Shecter, Esq.

        Ira White, Esq.

E-mail:       hshecter@morganlewis.com

        iwhite@morganlewis.com

If to any other Registration Rights Stockholder, to it at the address set forth on Exhibit A, or if not set forth thereon, in the records of the Company.

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

-35-

Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile or e-mail (subject to the recipient confirming receipt thereof in the case of e-mail) on a business day, or if not delivered on a business day, on the first business day thereafter and (z) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

11.3. Binding Effect, Etc. Except for restrictions on the Transfer of Shares set forth in other written agreements, plans or documents, and except for other written agreements dated on or about the date of this Agreement, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Registration Rights Stockholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

11.4. Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

11.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

11.6. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

11.7. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member, manager or trustee of any Investor or of any partner, member, manager, trustee, Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Investor or any current or future member of any Investor or any current or future director, officer, employee, partner, member, manager or trustee of any Investor or of any Affiliate or assignee thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

11.8. Aggregation of Shares. All Shares held by an Investor and its Affiliates and Affiliated Funds shall be aggregated together for purposes of determining the availability of any rights under Articles II, III and IV. Within any Principal Investor Group, the Investors may allocate the ability to exercise any rights under this Agreement in any manner that such Principal Investor Group (by a Majority in Interest of the Shares held by such Principal Investor Group) sees fit.

11.9. Obligations of Company, Lowerco, Holdings, LLC and SDS. Each of the Company, Lowerco, Holdings, LLC and SDS shall be jointly and severally liable for any payment obligation of any of the Company, Lowerco, Holdings, LLC or SDS pursuant to this Agreement.

11.10. Expenses of Managers. The Company shall reimburse the Managers and Manager Designees for the reasonable costs of one counsel retained on behalf of the Managers and/or Manager Designees with respect to

-36-

the Managers and/or Manager Designees exercising or enforcing rights afforded them under this Agreement, the Stockholders Agreement or the certificates of incorporation or limited liability company agreement, as applicable, of any of the Company, Lowerco, Holdings, LLC or SDS.

ARTICLE XII.

GOVERNING LAW

12.1. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

12.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.2 hereof is reasonably calculated to give actual notice.

12.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 12.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

12.4. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

-37-

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	SUNGARD CAPITAL CORP.
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
LOWERCO:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
LLC:	SUNGARD HOLDCO LLC
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
SDS:	SUNGARD DATA SYSTEMS, INC.
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
*  The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Russell Fradin

Russell Fradin

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	SILVER LAKE PARTNERS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C.,
		its general partner
	By:	*
	Name:	Glenn H. Hutchins
	Title:	Managing Director
	SILVER LAKE TECHNOLOGY INVESTORS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C.,
		its general partner
	By:	*
	Name:	Glenn H. Hutchins
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Glenn H. Hutchins

Glenn H. Hutchins

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	BAIN CAPITAL INTEGRAL INVESTORS, LLC
	By:	Bain Capital Investors, LLC,
		its administrative member
	By:	*
	Name:	John Connaughton
	Title:	Managing Director
	BCIP TCV, LLC
	By:	Bain Capital Investors, LLC,
		its administrative member
	By:	*
	Name:	John Connaughton
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ John Connaughton

John Connaughton

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	BLACKSTONE CAPITAL PARTNERS IV L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE CAPITAL PARTNERS IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Chinh E. Chu

Chinh E. Chu

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	BLACKSTONE PARTICIPATION PARTNERSHIP IV L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE GT COMMUNICATIONS PARTNERS L.P.
	By:	Blackstone Communications Management Associates I
		L.L.C., its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE FAMILY COMMUNICATIONS PARTNERSHIP L.P.
	By:	Blackstone Communications Management Associates I
		L.L.C., its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Chinh E. Chu

Chinh E. Chu

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	GS CAPITAL PARTNERS 2000, L.P.
	By:	GS Advisors 2000, L.L.C.,
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President
	GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
	By:	GS Employee Funds 2000 GP, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President
	GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
	By:	GS Advisors 2000, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Sanjeev Mehra

Sanjeev Mehra

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
	By:	GS Employee Funds 2000 GP, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President
	GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
	By:	Goldman, Sachs Management GP GmbH
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Attorney-in-Fact
	GS CAPITAL PARTNERS V FUND, L.P.
	By:	GSCP V Advisors, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Sanjeev Mehra

Sanjeev Mehra

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
	By:	GSCP V Offshore Advisors, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director
	GS CAPITAL PARTNERS V GMBH & CO. KG
	By:	GS Advisors V L.L.C.
		its Managing Limited Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director
	GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
	By:	GS Advisors V, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Sanjeev Mehra

Sanjeev Mehra

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	KKR MILLENNIUM FUND L.P.
	By:	KKR Associates Millennium L.P.,
		its general partner
	By:	KKR Millennium GP LLC,
		its general partner
	By:	*
	Name:	James H. Greene, Jr.
	Title:	Member
	KKR PARTNERS III, L.P.
	By:	KKR GP III LLC,
		its general partner
	By:	*
	Name:	James H. Greene, Jr.
	Title:	Member

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ James H. Greene, Jr.

James H. Greene, Jr.

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	PROVIDENCE EQUITY PARTNERS V LP
	By:	Providence Equity GP V LP,
		its general partner
	By:	Providence Equity Partners V L.L.C.,
		its general partner
	By:	*
	Name:	Robert S. Hull
	Title:	Chief Financial Officer
	PROVIDENCE EQUITY PARTNERS V-A LP
	By:	Providence Equity GP V LP,
		its general partner
	By:	Providence Equity Partners V L.L.C.,
		its general partner
	By:	*
	Name:	Robert S. Hull
	Title:	Chief Financial Officer

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Robert S. Hull

Robert S. Hull

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	TPG PARTNERS IV, L.P.
	By:	TPG GenPar IV, L.P.,
		its general partner
	By:	TPG Advisors IV, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President
	T³ PARTNERS II, L.P.
	By:	T³ GenPar II, L.P.,
		its general partner
	By:	T³ Advisors II, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President
	T³ PARALLEL II, L.P.
	By:	T³ GenPar II, L.P.,
		its general partner
	By:	T³ Advisors II, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Ronald Cami

Ronald Cami

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	TPG SOLAR III LLC
	By:	TPG Partners III, L.P.,
		its managing member
	By:	TPG GenPar III, L.P.,
		its general partner
	By:	TPG Advisors III, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President
	TPG SOLAR CO-INVEST LLC
	By:	TPG GenPar IV, L.P.,
		its managing member
	By:	TPG Advisors IV, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Ronald Cami

Ronald Cami

[Amended and Restated Participation, Registration Rights and Coordination Agreement]

EX-10.3

Confidential Execution Version

Exhibit 10.3

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

by and among

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Holding Corp.

SunGard Holdco LLC

SunGard Data Systems Inc.

and

Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II

Dated as of November 7, 2012

TABLE OF CONTENTS

		Page
ARTICLE I. EFFECTIVENESS; DEFINITIONS			3
1.1	Effective Time		3
1.2	Definitions		3
ARTICLE II. VOTING AGREEMENT			3
2.1	Significant Transactions; Board of Directors		3
2.2	Consent to Amendment		4
2.3	Limitation of Proxy		4
2.4	The Company and Lowerco		4
2.5	Period		4
ARTICLE III. TRANSFER RESTRICTIONS			4
3.1	Transfers Allowed		4
3.2	Certain Transferees to Become Parties		5
3.3	Restrictions on Transfers to Strategic Investors		6
3.4	Spin-Off Limits		6
3.5	Impermissible Transfer		7
3.6	Notice of Transfer		7
3.7	Other Restrictions on Transfer		7
3.8	Period		7
ARTICLE IV. “TAG ALONG” AND “DRAG ALONG” RIGHTS AND RIGHT OF FIRST OFFER			7
4.1	Tag Along		7
4.2	Change of Control Drag Along		9
4.3	Recapitalization Transaction Drag Along		10
4.4	Spin-Off Transaction		12
4.5	Miscellaneous Sale Provisions		12
4.6	Right of First Offer		14
4.7	Period		16
ARTICLE V. HOLDER LOCK-UP			16
5.1	Lock Up		16
ARTICLE VI. PUT AND CALL OPTIONS			16
6.1	Call Option		16
6.2	Put Option		17
6.3	Cash Payments		17
6.4	Prepayments		17
6.5	Notices, etc		17
6.6	Closing		17
6.7	Principal Investor Group Call Option		18
6.8	Pro Rata Across Classes		18
6.9	Period		18
ARTICLE VII. BOARD OF DIRECTORS			18
7.1	Nomination		18
7.2	Removal of Directors		18
7.3	Vacancy		18
7.4	Board Observers		19
7.5	Period		19
ARTICLE VIII. REMEDIES			19
8.1	Generally		19
8.2	Deposit		19

-i-

ARTICLE IX. LEGENDS		20
9.1	Restrictive Legend	20
9.2	1933 Act Legends	20
9.3	Stop Transfer Instruction	20
9.4	Termination of 1933 Act Legend	20
9.5	Classes of Shares Separately Transferable	20
ARTICLE X. AMENDMENT, TERMINATION, ETC.		20
10.1	Oral Modifications	20
10.2	Written Modifications	21
10.3	Withdrawal from Agreement	21
10.4	Effect of Termination	21
ARTICLE XI. DEFINITIONS		22
11.1	Certain Matters of Construction	22
11.2	Definitions	22
ARTICLE XII. MISCELLANEOUS		31
12.1	Authority: Effect	31
12.2	Notices	32
12.3	Binding Effect, Etc.	35
12.4	Descriptive Heading	35
12.5	Counterparts	35
12.6	Severability	36
12.7	No Recourse	36
12.8	Aggregation of Shares	36
12.9	Obligations of Company, Lowerco, Holdings, LLC and SDS	36
12.10	Confidentiality	36
ARTICLE XIII. GOVERNING LAW		37
13.1	Governing Law	37
13.2	Consent to Jurisdiction	37
13.3	WAIVER OF JURY TRIAL	37
13.4	Exercise of Rights and Remedies	37

-ii-

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

This Amended and Restated Stockholders Agreement (the “Agreement”) is made as of November 7, 2012 by and among:

(i) SunGard Capital Corp., a Delaware corporation (together with its successors and permitted assigns, the “Company”);

(ii) SunGard Capital Corp. II, a Delaware corporation (together with its successors and permitted assigns, “Lowerco”);

(iii) SunGard Holding Corp., a Delaware corporation (together with its successors and permitted assigns, “Holdings”);

(iv) SunGard Holdco LLC, a Delaware limited liability company (together with its successors and permitted assigns, “LLC”);

(v) SunGard Data Systems Inc., a Delaware corporation (“SDS”);

(vi) each Person who executed the Stockholders Agreement (as defined below) or who executes this Agreement and is listed as a Principal Investor on the signature pages thereto or hereto (collectively with their Permitted Transferees and for so long as they are members of a Principal Investor Group, the “Principal Investors”);

(vii) each Person who executed the Stockholders Agreement (as defined below) or who executes this Agreement and is listed as an Other Investor on the signature pages thereto or hereto (collectively with their Permitted Transferees and with Persons who executed this Agreement as Principal Investors who have ceased to be members of a Principal Investor Group, the “Other Investors” and, together with the Principal Investors, the “Investors”);

(viii) each Person who executed the Stockholders Agreement (as defined below) or who executes this Agreement and is listed as a Manager on the signature pages thereto or hereto and such other Persons, if any, that from time to time became party thereto or become party hereto as Managers (collectively, the “Managers”);

(ix) each Person who executed the Stockholders Agreement (as defined below) or who executes this Agreement and is listed as a Manager Designee on the signature pages thereto or hereto and such other Persons, if any, that from time to time became party thereto or become party hereto as Manager Designees (collectively, the “Manager Designees”); and

(vii) such other Persons, if any, that from time to time became party thereto or become party hereto as transferees of Shares pursuant to Section 3.2 (collectively, together with the Investors, the Managers and the Manager Designees, the “Stockholders”) in accordance with the terms thereof or hereof.

RECITALS

WHEREAS, the Company was formed by the Principal Investors for the purpose of the acquisition of SDS and functions solely as a holding company, with its principal asset being an indirect investment in the common stock of SDS;

WHEREAS, on August 11, 2005 (the “Closing Date”), Solar Capital Corp., a special purpose corporation created solely for the acquisition of SDS and an indirect wholly owned subsidiary of the Company, merged with and into SDS, with SDS being the surviving corporation;

WHEREAS, in connection with the acquisition of SDS, the Company, Lowerco, Holdings, LLC, Solar Capital Corp., a Delaware corporation, and certain Stockholders entered into a Stockholders Agreement, dated as of August 10, 2005 (the “Stockholders Agreement”);

WHEREAS, the Board has determined that it is in the best interests of the Company and the holders of the Company’s common stock to amend and restate the Company’s certificate of incorporation in the form attached hereto as Exhibit A (the “Substitution Charter Amendment”) to remove the specific class rights associated with Class A-1 through Class A-7 of the Company’s common stock and make such other amendments as are incidental to the foregoing;

WHEREAS, contemporaneously with entering into this Agreement, the parties are amending and restating that certain Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, among the Company, Lowerco, Holdings, LLC, SDS and certain Stockholders of the Company and Lowerco and that certain Principal Investor Agreement, dated as of August 10, 2005, among the Company, Lowerco, Holdings, LLC, SDS and certain Stockholders of the Company and Lowerco; and

WHEREAS, in connection with the Substitution Charter Amendment, the parties believe that it is in the best interests of the Company, Lowerco, Holdings, LLC, SDS and the Stockholders to amend and restate the Stockholders Agreement as set forth in this Agreement.

2

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

ARTICLE I.

EFFECTIVENESS; DEFINITIONS

1.1 Effective Time. This Agreement shall become effective upon the effectiveness of the Substitution Charter Amendment (the “Effective Time”).

1.2 Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Article XI hereof.

ARTICLE II.

VOTING AGREEMENT

2.1 Significant Transactions; Board of Directors. For so long as there are any Principal Investors remaining, each holder of Shares hereby appoints each Principal Investor as its proxy to vote such holder’s Shares, whether at a meeting or by written consent, in accordance with such holder’s agreements contained in this Section 2.1, which proxy shall be valid and remain in effect until the applicable provisions of this Section 2.1 expire pursuant to Section 2.5. Except with respect to Section 2.1.4, the power and authority to exercise the proxy granted hereby shall be exercised if and only if the matter to be voted on has been approved by the Requisite Principal Investors (which for purposes of this Section 2.1 shall mean the approval specified in clause (a) of the definition of “Requisite Principal Investors”) and shall be exercised on terms consistent with such approval. The proxy granted hereby is irrevocable and coupled with an interest sufficient in law to support an irrevocable power. Each Principal Investor who is granted such proxy agrees that it shall only be voted in a manner consistent with such holder’s agreements with respect to voting contained in this Section 2.1.

2.1.1 Change of Control Transactions. If a vote of holders of Shares (or any class or series of Shares) is required under any applicable law or stock exchange regulations in connection with a Change of Control transaction being implemented pursuant to Section 4.2 or is determined to be otherwise desirable by the Requisite Principal Investors in connection with a transaction being implemented pursuant to Section 4.2, each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to approve any sale, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Requisite Principal Investors of their rights under Section 4.2 and in all cases consistent with the provisions of such Section.

2.1.2 Recapitalization Transactions. If a vote of holders of Shares (or any class or series of Shares) is required under any applicable law or stock exchange regulations in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3 or is determined to be otherwise desirable by the Requisite Principal Investors in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3, each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to approve any aspect or aspects of such Recapitalization Transaction in connection with, or in furtherance of, the exercise by the Requisite Principal Investors of their rights under Section 4.3 and in all cases consistent with the provisions of such Section.

2.1.3 Certificate of Incorporation Amendments. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to approve any amendment to the certificate of incorporation of the Company that is approved by the Requisite Principal Investors and (a) if applicable, by a Majority in Interest of the holders of any class of shares to the extent such amendment, by its terms, materially and adversely discriminates against such class of shares and (b) if applicable, by a Majority in Interest of the Other Investor Shares to the extent such amendment, by its terms, materially and adversely discriminates against the rights of the holders of Other Investor Shares.

2.1.4 Board of Directors. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as each Principal Investor Group may instruct by written notice (a) to elect each nominee designated by such Principal Investor Group to the Board pursuant to Section 7.1.1 or 7.3 and (b) to remove any Principal Investor Director from the Board designated by such Principal Investor Group pursuant to Section 7.2.

3

2.2 Consent to Amendment. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to increase the number of authorized shares of Class A-8 Common Stock to the extent necessary to permit the Company to comply with the provisions of its certificate of incorporation with respect to the conversion of shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock, Class A-7 Common Stock and Class L Stock into shares of Class A-8 Common Stock. For so long as there are any Principal Investors remaining, each holder of Shares hereby appoints each Principal Investor as its proxy to vote such holder’s Shares, whether at a meeting or by written consent in accordance with such holder’s agreements contained in this Section 2.2, which proxy shall be valid and remain in effect until the applicable provisions of this Section 2.2 expire pursuant to Section 2.5. The power and authority to exercise the proxy granted hereby shall be exercised if and only if the matter to be voted on has been approved by the Requisite Principal Investors (which for purposes of this Section 2.2 shall mean the approval specified in clause (a) of the definition of “Requisite Principal Investors”) and shall be exercised on terms consistent with such approval. The proxy granted hereby is irrevocable and coupled with an interest sufficient in law to support an irrevocable power. Each Principal Investor who is granted such proxy agrees that it shall only be voted in a manner consistent with such holder’s agreements with respect to voting contained in this Section 2.2.

2.3 Limitation of Proxy. For the avoidance of doubt, except as expressly contemplated by this Article II, none of the Principal Investors has been granted a proxy to exercise the rights of any Stockholder under this Agreement or the Participation, Registration Rights and Coordination Agreement.

2.4 The Company and Lowerco. The Company and Lowerco will not give effect to any action by any holder of Shares or any other Person which is in contravention of this Article II.

2.5 Period. Each of the foregoing provisions of this Article II shall expire on the earlier of (a) a Change of Control, (b)(i) in the case of Sections 2.1.2 and 2.1.3, the Qualified Public Offering and (ii) in the case of Section 2.1.1, the third anniversary of the Qualified Public Offering and (c) with respect to any particular provision, the last date permitted by applicable law (including the rules of the Commission and any exchange upon which equity securities of the Company are listed).

ARTICLE III.

TRANSFER RESTRICTIONS

3.1 Transfers Allowed. Until the expiration of the provisions of this Article III and subject to Section 3.7, no holder of Shares shall Transfer any of such holder’s Shares to any other Person except as follows:

3.1.1 Permitted Transferees. Subject to Sections 3.3 and 3.4, but without regard to any other restrictions on transfer contained elsewhere in this Agreement, any holder of Shares may Transfer any or all of such Shares to such holder’s Permitted Transferees, so long as such Permitted Transferees agree to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby).

3.1.2 Distributions and Bona Fide Charitable Contributions. At or after the closing of the Qualified Public Offering, (a) any Investor may Transfer any or all of such Shares in a pro rata Transfer to its partners, members, managers or stockholders and (b) any holder of Shares may Transfer any or all of such Shares to a Charitable Organization as a bona fide charitable contribution, in each case without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.4 and 3.7 and Article V, if applicable). Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

4

3.1.3 Public Transfers. Any holder of Shares may Transfer any or all of such Shares: (a) in any Public Offering up to and including the Qualified Public Offering (but only to the extent, the Requisite Principal Investors, if there are any Principal Investors remaining, and otherwise, the Company, so determine, provided that the Requisite Principal Investors or the Company, as applicable, shall grant or withhold such consent on an equitable basis with respect to holders of Shares who wish to Transfer Shares in a particular Public Offering) or in a Public Offering subsequent to the Qualified Public Offering or (b) after the closing of the Qualified Public Offering, pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business, in each case in compliance with Section 3.3, but without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.4 and 3.7 and Article V, if applicable). Shares Transferred pursuant to this Section 3.1.3 shall conclusively be deemed thereafter not to be Shares under this Agreement.

3.1.4 Tag Along and Drag Alongs.

(a) A Participating Seller may Transfer any or all of such Shares pursuant to Section 4.2, without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Article V, if applicable). Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

(b) Each Stockholder may exchange or convert any or all of such Shares pursuant to Section 4.3, without regard to any other restrictions on transfer contained elsewhere in this Agreement. Shares received upon exchange or conversion shall conclusively be deemed thereafter to be Shares under this Agreement.

(c) A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4.1 without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.4 and 3.7 and Article V, if applicable) so long as each transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby).

3.1.5 Other Private Transfers. In addition to any Transfers made in accordance with Sections 3.1.1, 3.1.2, 3.1.3, 3.1.4 or 3.1.6, any holder of Shares may Transfer any or all of such Shares of a single class or of multiple classes, subject to compliance with all of the following conditions in respect of each Transfer:

(a) if such Transfer is before the closing of a Qualified Public Offering, in compliance with Section 4.6;

(b) if such Transfer is before the closing of a Qualified Public Offering, in compliance with Sections 3.2 and 4.1;

(c) in compliance with Sections 3.3 and 3.4; and

(d) if applicable, in compliance with Article V.

Except as required by Section 3.1.5(b), any Shares so Transferred to a Person other than a Stockholder or a Permitted Transferee shall conclusively be deemed thereafter not to be Shares under this Agreement.

3.1.6 Put and Call Options. Any holder of Covered Management Shares may Transfer any or all of such Shares pursuant to Article VI, without regard to any other restrictions on transfer contained elsewhere in this Agreement, provided that if such Shares are Transferred to any member of a Principal Investor Group pursuant to Section 6.7, such Shares shall conclusively be deemed thereafter to be Shares under this Agreement.

3.2 Certain Transferees to Become Parties. Any transferee receiving Shares in a Transfer pursuant to Section 3.1.1, 3.1.4(b) or (c) or, prior to the closing of a Qualified Public Offering, 3.1.5 shall become a Stockholder party to this Agreement and be subject to the terms and conditions of, and be entitled to enforce, this Agreement to

5

the same extent, and in the same capacity, as the Stockholder that Transfers such Shares to such transferee; provided, that only a Permitted Transferee of a Principal Investor will be deemed to be a “Principal Investor” for purposes of this Agreement, only a Permitted Transferee of an Other Investor will be deemed to be an “Other Investor” for purposes of this Agreement and only a Permitted Transferee of a Manager or a Manager Designee will be deemed to be a “Manager Designee” for purposes of this Agreement. Prior to the initial Transfer of any Shares to any transferee pursuant to Section 3.1.1, 3.1.4(b) or (c) or, prior to the closing of a Qualified Public Offering, 3.1.5, and as a condition thereto, each holder of Shares effecting such Transfer (or in the case of a Transfer being effectuated pursuant to Section 4.1, the Prospective Selling Stockholder) shall (a) cause such transferee to deliver to the Company and each of the Principal Investor Groups (other than the Principal Investor Group of which the transferor is a member, if applicable) its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence (and any Other Investor may receive from the Company, upon request, any such agreements previously delivered) and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.

3.3 Restrictions on Transfers to Strategic Investors. In addition to any other provision of this Agreement, no holder of Shares shall Transfer any Shares pursuant to Sections 3.1.1, 3.1.3(b) or 3.1.5 of this Agreement to a Strategic Investor without the approval of the Requisite Principal Investors. If any Prospective Selling Stockholder proposes to Transfer any Shares pursuant to Sections 3.1.1, 3.1.3(b) or 3.1.5 to any Prospective Buyer, the Prospective Selling Stockholder shall furnish a written notice (which notice may be the same notice as the Tag Along Notice, if any, delivered pursuant to Section 4.1 or the Sale Notice, if any, delivered pursuant to Section 4.6, in each case so long as such notice includes all of the information required by the next sentence) to the Company and each Principal Investor Group at least ten business days prior to such proposed Transfer. Such notice shall set forth the principal terms of the proposed Transfer, including (a) the number and class of Shares to be Transferred, (b) the per share purchase price or the formula by which such price is to be determined and (c) the name and address of the Prospective Buyer. If the Prospective Buyer (or an Affiliate thereof) has previously been determined by the Requisite Principal Investors to be a Strategic Investor and such determination has not been reversed by written notice to all holders of Shares, the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the written approval of the Requisite Principal Investors. If the Prospective Buyer (or an Affiliate thereof) has not previously been determined by the Requisite Principal Investors to be a Strategic Investor, the Prospective Selling Stockholder may Transfer Shares to such Prospective Buyer unless, within seven business days after the date of delivery of the notice required by the second preceding sentence, the Requisite Principal Investors deliver written notice to the Prospective Selling Stockholder that such Prospective Buyer has been designated a Strategic Investor. If, within such time period, a notice designating such Prospective Buyer a Strategic Investor is delivered, then the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the approval of the Requisite Principal Investors. In the event any proposed Transfer to a Strategic Investor is approved in accordance with the foregoing, such approval shall also apply to Transfers made to such Prospective Buyer by any Tag Along Sellers.

Notwithstanding anything in this Agreement to the contrary, the restrictions in this Section 3.3 shall not apply to any Transfers (v) to the Company or any of its subsidiaries, (w) to any Principal Investor, (x) to any Affiliated Fund of any Principal Investor, (y) pursuant to Rule 144 effected as “brokers’ transactions” (as defined in Rule 144), or (z) pursuant to an underwritten Public Offering or, following the Qualified Public Offering, pursuant to Rule 144 directly to a “market maker” (as defined in Rule 144) or pursuant to a block sale to a financial institution in the ordinary course of its trading business, in each case under this clause (z) in which, to the knowledge of the Prospective Selling Stockholder, the underwriter(s), market maker(s) or block sale purchaser(s) are not acquiring such Shares for the intended purpose of reselling such Shares to any Person that, after giving effect to such resale, would own, directly or indirectly, more than five percent (5%) of the then outstanding shares of the applicable class of Shares or to any Person who is a Strategic Investor.

3.4 Spin-Off Limits. Each Stockholder acknowledges that, as of the date of this Agreement, the Company is exploring a potential distribution of the stock of one or more subsidiaries conducting the Company’s availability service business segment to its stockholders in a transaction (the “Spin-Off”) intended to qualify as tax-free at both the shareholder and corporate levels pursuant to Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”). Except with respect to Transfers pursuant to Article VI, but subject to any other restrictions to which the Company may be subject from time to time, notwithstanding any other rights to Transfer Shares that a Stockholder

6

may have hereunder, each Stockholder shall be prohibited from any Transfer of Shares prior to the date of the Spin-Off unless the Requisite Principal Investors determine, in good faith (based upon the written advice of a nationally recognized tax advisor selected by the Majority Principal Investors (or the Company if there are no Principal Investors remaining) and taking into account actual and reasonably foreseeable contemporaneous and future transfers of shares of Stock) that such Transfer should not jeopardize or delay the Company’s ability to implement the Spin-Off as tax-free at both the shareholder and corporate levels or restrict the amount of stock of the Company or a Subsidiary that may be issued, acquired or transferred in connection with or following the Spin-Off without jeopardizing the Spin-Off as tax-free at both the shareholder and corporate levels; provided, however, that, subject to any other restrictions under, and in accordance with, this Agreement, a Stockholder shall not be prohibited under this Section 3.4 from Transferring Shares (a) in connection with and pursuant to a Recapitalization Transaction if the Company has received a tax opinion from a nationally recognized tax advisor (mutually acceptable to the Company and the Majority Principal Investors) or a letter ruling from the Internal Revenue Service, each in a form satisfactory to the Requisite Principal Investors and the Company, to the effect that the Recapitalization Transaction is a tax-free transaction and addressing (in a manner mutually acceptable to the Company and the Requisite Principal Investors) other matters relevant to the Spin-Off; and (b) after the Company has notified the Stockholders that the Spin-Off has been formally abandoned by the Board. The Company shall provide any written guidance described in this Section 3.4 to any Stockholder who requests a copy of such guidance, provided that such guidance will be subject to the provisions of Section 12.10 hereunder.

3.5 Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Article III shall be null and void, and neither the Company nor Lowerco shall in any way give effect to any such impermissible Transfer.

3.6 Notice of Transfer. To the extent any Stockholder or Permitted Transferee shall Transfer any Shares pursuant to Section 3.1.1 or 3.1.5, such Stockholder or Permitted Transferee shall, within five business days following consummation of such Transfer, deliver notice thereof to the Company and each Principal Investor Group, provided, however, that such notice shall be provided only to the Company if prior notice of such transaction was previously provided to the Principal Investor Groups in accordance with Section 3.2 or 3.3.

3.7 Other Restrictions on Transfer. The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which a Stockholder may be subject, including, without limitation, any restrictions on transfer contained in a restricted stock agreement, stock option agreement, stock subscription agreement or other agreement to which such Stockholder is a party or by which it is bound.

3.8 Period. Each of the foregoing provisions of this Article III shall expire upon a Change of Control, provided that Sections 3.3 and 3.4 shall expire at such time as there are no Principal Investors remaining, if earlier.

ARTICLE IV.

“TAG ALONG” AND “DRAG ALONG” RIGHTS AND RIGHT OF FIRST OFFER

4.1 Tag Along. Subject to prior compliance with Section 4.6, if any Prospective Selling Stockholder proposes to Sell any Shares (other than Management Shares) of a single class or of multiple classes to any Prospective Buyer(s) (including a First Offer Purchaser pursuant to Section 4.6) prior to the closing of the Qualified Public Offering in a Transfer that is subject to Section 3.1.5:

4.1.1 Notice. The Prospective Selling Stockholder shall, prior to any such proposed Transfer, furnish a written notice (the “Tag Along Notice”) to the Company, which shall promptly furnish the Tag Along Notice to each Investor (other than any Investor that is the Prospective Buyer or a member of the Prospective Buyer’s Principal Investor Group, if applicable, or a member of the Prospective Selling Stockholder’s Principal Investor Group, if applicable), and each Manager who holds Tag Eligible Shares (each, a “Tag Along Holder”). The Tag Along Notice shall include:

(a) the principal terms and conditions of the proposed Sale, including (i) the number and class of Shares to be purchased from the Prospective Selling Stockholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares of each class to be purchased from the Prospective Selling Stockholder by the total number of Tag Eligible Shares of each such class held by the Prospective Selling Stockholder (for each class, the “Tag Along Sale Percentage”) (it being understood that

7

the Company shall reasonably cooperate with the Prospective Selling Stockholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the per share purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) if known, the proposed Transfer date; and

(b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Tag Eligible Shares of the applicable class held by such Tag Along Holder), on the same terms and conditions (subject to Section 4.5.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.5.1 under all circumstances), with respect to each Share Sold, as the Prospective Selling Stockholder shall Sell each of its Shares. For purposes of this Section 4.1, the Class A Stock will be treated as a single class and, subject to Section 4.5.4, all Options and Warrants will be treated as the same class of Shares for which they may be exercised.

4.1.2 Exercise. Within seven (ten, if the proposed Transfer is not also the subject of a currently effective Sale Notice under Section 4.6) business days after the date of delivery of the Tag Along Notice by the Company to each applicable Investor or Manager, each Tag Along Holder desiring to make an offer to include Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Stockholder, collectively, the “Tag Along Sellers”) shall furnish a written notice (the “Tag Along Offer”) to the Prospective Selling Stockholder indicating the number of Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder which such Participating Seller desires to have included in the proposed Sale (not in any event to exceed the Tag Along Sale Percentage of the total number of Tag Eligible Shares of the applicable class held by such Tag Along Holder). If the proposed Sale involves shares of multiple classes, each Participating Seller must include Tag Eligible Shares of each class in the same proportions as are being sold by the Prospective Selling Stockholder. Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall have waived and be deemed to have waived all of such holder’s rights with respect to such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer, at a per share price no greater than the per share price set forth in the Tag Along Notice and on other principal terms and conditions which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder pursuant to this Section 4.1.

4.1.3 Irrevocable Offer. The offer of each Participating Seller contained in such holder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.5.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Stockholder, up to such number of Tag Eligible Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, if, prior to consummation, the terms of such proposed Sale shall change with the result that the per share price shall be less than the per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice (including, for the avoidance of doubt, a material portion of the cash consideration being modified to non-cash consideration), the acceptance by each Participating Seller shall be deemed to be revoked, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such Sale pursuant to this Section 4.1; provided, however, that in such case of a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be two business days.

8

4.1.4 Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Tag Eligible Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Tag Eligible Shares in the proposed Sale, the number of Tag Eligible Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

(a) there shall be first allocated to each Tag Along Seller a number of Tag Eligible Shares equal to the lesser of (i) the number of Tag Eligible Shares offered (or proposed, in the case of the Prospective Selling Stockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1, and (ii) a number of Tag Eligible Shares equal to such Tag Along Seller’s Pro Rata Portion; and

(b) the balance, if any, not allocated pursuant to clause (a) above shall be allocated to those Tag Along Sellers which offered to sell a number of Tag Eligible Shares of the applicable class in excess of such Person’s Pro Rata Portion pro rata to each such Tag Along Seller based upon the amount of such excess, or in such other manner as the Tag Along Sellers may otherwise agree.

In the event that the number of Shares that each Participating Seller will be permitted to sell in a particular Sale is reduced in accordance with clauses (a) and (b) above, the Prospective Selling Stockholder shall be responsible for determining the total number of Shares to be sold by each Participating Seller in the proposed Sale in accordance with this Section 4.1.4, and shall provide notice to each Participating Seller of the number of Shares that such Participating Seller will be selling in such Sale no later than three business days prior to the consummation of such Sale.

4.1.5 Additional Compliance. If prior to consummation, the terms of the proposed Sale shall change with the result that the per share price to be paid in such proposed Sale shall be greater than the per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be two business days. In addition, if the Prospective Selling Stockholders have not completed the proposed Sale by the end of the 120th day after the date of delivery of: (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.6, such Sale Notice, and (b) otherwise, the Tag Along Notice by the Company, each Participating Seller shall be released from such holder’s obligations under such holder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted directly from any failure by any Participating Seller to comply with the terms of this Article IV.

4.2 Change of Control Drag Along. Each Stockholder agrees, if requested in writing by the Requisite Principal Investors at any time prior to the third anniversary of the closing of the Qualified Public Offering, to Sell a percentage of each class of Shares held by such Stockholder that is equal to the percentage of such Shares owned by the Prospective Selling Stockholders that are proposed to be Sold by the Prospective Selling Stockholders (which may be of a single class or of multiple classes) to a Prospective Buyer which would result in a Change of Control (the “Drag Along Sale Percentage”), in the manner and on the terms set forth in this Section 4.2; provided, however, that this Section 4.2 shall not apply to a Change of Control if (a) the applicable Prospective Buyer is a member of a Principal Investor Group or an entity in which any Principal Investor or any Affiliate thereof has a material interest and (b) such Change of Control has not been approved by vote or written consent of the Principal Investor Majority. For purposes of this Section 4.2, the Class A Stock will be treated as a single class. Subject to Section 4.5.4, all Options, Warrants and Convertible Securities will be the same class of Shares for which they may be exercised or into which they may be converted. All Shares to be sold pursuant to this Section 4.2 shall be included in determining whether or not a proposed transaction constitutes a Change of Control.

4.2.1 Exercise in a Change of Control Transaction. The Prospective Selling Stockholders shall furnish a written notice (the “Drag Along Sale Notice”) to the Company at least ten business days prior to the consummation of the Change of Control transaction and the Company shall promptly furnish such Drag Along Sale Notice to each Stockholder other than the Prospective Selling Stockholder. The Drag Along Sale Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) the number and class of

9

Shares to be acquired from the Prospective Selling Stockholders, (b) the Drag Along Sale Percentage for each class, (c) the per share consideration to be received in the proposed Sale for each class, including the form of consideration (if other than cash), (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the Drag Along Sale Notice, each other Stockholder (each, a “Participating Seller,” and, together with the Prospective Selling Stockholders, collectively, the “Drag Along Sellers”) shall: (x) be bound and obligated to Sell the Drag Along Sale Percentage of such Stockholder’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.5.4 in the case of Options, Warrants and Convertible Securities) as the Prospective Selling Stockholders shall Sell (subject to Section 4.5.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.5.1 under all circumstances); and (y) except as provided in Section 4.5.1, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, if applicable) provided that any securities received as consideration may differ with respect to rights relating to the election of directors. Except as provided in Section 4.5.1, if any Stockholders holding Shares of any class are given an option as to the form and amount of consideration to be received (other than with respect to any roll-over option given to any or all holders of Management Shares), all Stockholders holding Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the 270th day after the date of delivery of the Drag Along Sale Notice the Prospective Selling Stockholders have not completed the proposed Sale, the Drag Along Sale Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Sale Notice and it shall be necessary for a separate Drag Along Sale Notice to be furnished and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2. The right of a holder of Unvested Shares to receive consideration for such Unvested Shares pursuant to this Section 4.2 shall be subject to the vesting and other terms of such Unvested Shares.

4.2.2 Waiver of Appraisal Rights. Each Drag Along Seller agrees not to demand or exercise appraisal rights under Section 262 of the DGCL with respect to a transaction subject to this Section 4.2 as to which such appraisal rights are available.

4.2.3 Miscellaneous Provisions. The provisions of Section 4.5 shall apply to any Sale under this Section 4.2 to the extent, and on the terms, provided therein.

4.3 Recapitalization Transaction Drag Along. Each Stockholder hereby agrees, if requested by the Requisite Principal Investors at any time at or prior to the closing of the Qualified Public Offering, to exchange or convert a percentage of each class of Shares held by such Stockholder that is equal to the percentage of such Shares owned by the applicable Requisite Principal Investors which are proposed to be exchanged or converted by the Requisite Principal Investors in a Recapitalization Transaction (the “Drag Along Recapitalization Percentage”), in the manner and on the terms set forth in this Section 4.3. For purposes of this Section 4.3, the Class A Stock will be treated as a single class. Subject to Section 4.5.4, all Convertible Securities, Options and Warrants will be the same class of Shares for which they may be exercised.

4.3.1 Exercise in a Recapitalization Transaction. The Company (solely at the direction of the Requisite Principal Investors) shall furnish a written notice (the “Drag Along Recapitalization Notice”) to each Stockholder at least ten business days prior to the consummation of the Recapitalization Transaction. The Drag Along Recapitalization Notice shall set forth the principal terms and conditions of the proposed Recapitalization Transaction, including (a) the number and class of Shares to be exchanged or converted in the Recapitalization Transaction, (b) the Drag Along Recapitalization Percentage for each class and (c) the new form of securities to be received upon exchange or conversion of Shares of each class of Shares being exchanged or converted. If the Recapitalization Transaction described in such Drag Along Recapitalization Notice is consummated, each Stockholder shall: (x) be bound and obligated to convert or exchange the Drag Along Recapitalization Percentage of such Stockholder’s Shares of each class included in the proposed Recapitalization Transaction on the same terms and conditions, with respect to each Share being exchanged or converted (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities) as the other holders of such Shares (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.2

10

under all circumstances); and (y) except as provided in Section 4.3.2, shall receive the same securities per Share exchanged or converted except for differences, if any, that relate to the election of directors. If at the end of the 270th day after the date of delivery of the Drag Along Recapitalization Notice the Recapitalization Transaction has not been completed, the Drag Along Recapitalization Notice shall be null and void, each Stockholder shall be released from such Stockholder’s obligation under the Drag Along Recapitalization Notice and it shall be necessary for a separate Drag Along Recapitalization Notice to be furnished and the terms and provisions of this Section 4.3.1 separately complied with, in order to consummate such proposed Recapitalization Transaction pursuant to Section 4.3. The right of a holder of Unvested Shares to receive securities upon conversion or exchange of such Unvested Shares pursuant to this Section 4.3.1 shall be subject to the vesting and other terms of such Unvested Shares.

4.3.2 Certain Legal Requirements. In the event the receipt of securities to be received in exchange for, or upon conversion of, Shares in a proposed Recapitalization Transaction pursuant to Section 4.3 by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Recapitalization Transaction or (b) the provision to any Stockholder of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for the Recapitalization Transaction by the Company, then, at the election of the Requisite Principal Investors, such Stockholder shall not have the right to exchange or convert Shares in such proposed Recapitalization Transaction. In such event, the Company shall have the obligation to cause to be paid to such Stockholder in lieu thereof, against surrender of the Shares (in accordance with Section 4.3.5 hereof) which would have otherwise been exchanged or converted by such Stockholder in the Recapitalization Transaction, an amount in cash equal to the Fair Market Value of such Shares as of the effective date of the Recapitalization Transaction.

4.3.3 Further Assurances. Each Stockholder shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate any Recapitalization Transaction and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments and otherwise cooperating with the Company; provided that no Stockholder shall be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless such Stockholder is already subject to service in such jurisdiction and except as may be required by the Securities Act. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Company, including agreements (a) to make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares, (b) to be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent as the other Stockholder(s) are liable for the comparable representations, warranties, covenants and agreements made by them or on their behalf and (c) approved by the Requisite Principal Investors with respect to the securities to be received by Stockholders in the Recapitalization Transaction; provided that (i) the holders of Management Shares shall not be bound by any term or provision of such agreement that would (x) if proposed as an Amendment (other than a Specified Amendment) to this Agreement, require the consent of the Management Representative under Section 10.2(b), unless such term or provision is consented to by the Management Representative, or (y) if proposed as a Specified Amendment, require the consent of a Majority in Interest of the Management Shares under Section 10.2(b), unless such term or provision is consented to by a Majority in Interest of the Management Shares, and (ii) the holders of Other Investor Shares shall not be bound by any term or provision of such agreement that would, if proposed as an Amendment to this Agreement, require the consent of a Majority in Interest of the Other Investor Shares under Section 10.2(c), unless such term or provision is consented to by a Majority in Interest of the Other Investor Shares. Each Stockholder hereby constitutes and appoints each member of the Requisite Principal Investors who requested such Recapitalization Transaction, or any of them, with full power of substitution, as such Stockholder’s true and lawful representative and attorney-in-fact, in such Stockholder’s name, place and stead, to execute and deliver any and all agreements that the members of the Requisite Principal Investors who requested such Recapitalization Transaction reasonably believe are consistent with this Section 4.3.3, and such member of the Requisite Principal Investors shall provide a copy of such agreements to such Stockholder within five business days of execution, provided, however, that failure to deliver such documents within such time period shall not impair or affect the validity of such agreements. The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Stockholder.

11

4.3.4 Treatment of Options, Warrants and Convertible Securities. If any Stockholder shall convert or exchange Options, Warrants or Convertible Securities in any Recapitalization Transaction pursuant to this Section 4.3, such Stockholder shall receive in exchange for such Options, Warrants or Convertible Securities, options, warrants or convertible securities, as the case may be, with substantially similar terms (including with respect to the spread between the fair market value of the relevant security and the exercise price to purchase such security) as the Options, Warrants or Convertible Securities being exchanged or converted, and which are exercisable or convertible for securities of the same nature as are being issued to the Stockholders in the Recapitalization Transaction in exchange for the Shares which the Options, Warrants or Convertible Securities in question were initially exercisable for, or convertible into.

4.3.5 Closing. The closing of a Recapitalization Transaction to which this Section 4.3 applies shall take place (a) on the proposed conversion or exchange date, if any, specified in the Drag Along Recapitalization Notice (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions) or (b) if no proposed Transfer date was specified in the Drag Along Recapitalization Notice, at such time as the Company shall specify by reasonable notice to each Stockholder. At the closing of such Recapitalization Transaction, each Stockholder shall deliver the certificates evidencing the Shares to be exchanged or converted by such Stockholder, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration and any comparable transfer materials for any Options, Warrants or Convertible Securities to be exchanged or converted.

4.4 Spin-Off Transaction. Each Stockholder hereby agrees that, if the Company engages in a Spin-Off of one of the Businesses in which the Stockholders receive capital stock on a pro rata basis with all other Stockholders in such spun-off entity, each Stockholder will, if requested by the Requisite Principal Investors, execute and deliver agreements with respect to such Stockholder’s shares (including shares issuable upon the exercise, conversion or exchange of any options, warrants or convertible securities) in the spun-off entity containing terms and conditions substantially similar to this Agreement, and/or such other agreements as the Requisite Principal Investors approve and enter into; provided that (a) the holders of Management Shares shall not be bound by any term or provision of such agreement that would (i) if proposed as an Amendment (other than a Specified Amendment) to this Agreement, require the consent of the Management Representative under Section 10.2(b), unless such term or provision is consented to by the Management Representative, or (ii) if proposed as a Specified Amendment, require the consent of a Majority in Interest of the Management Shares under Section 10.2(b), unless such term or provision is consented to by a Majority in Interest of the Management Shares, and (b) the holders of Other Investor Shares shall not be bound by any term or provision of such agreement that would, if proposed as an Amendment to this Agreement, require the consent of a Majority in Interest of the Other Investor Shares under Section 10.2(c), unless such term or provision is consented to by a Majority in Interest of the Other Investor Shares (it being understood that, for purposes of this provision, the reference to the Management Representative shall be deemed to be a reference to the Management Representative of such spun-off entity, and the references to Management Shares and Other Investor Shares shall be deemed to be references to the equivalent shares in the spun-off entity).

4.5 Miscellaneous Sale Provisions. The following provisions shall be applied to any proposed Sale to which Sections 4.1, 4.2 or 4.6 apply:

4.5.1 Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4.1 or Section 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (b) the provision to any Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for the Sale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the option to Sell Shares in such proposed Sale. In such event, the Prospective Selling Stockholder(s) shall (x) in the case of a Sale pursuant to Section 4.1, have the right, but not the obligation, and (y) in the case of a Sale pursuant to

12

Section 4.2, have the obligation, to cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 4.5.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date such securities would have been issued in exchange for such Shares.

4.5.2 Further Assurances. Each Participating Seller and First Offer Purchaser shall take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate each Sale pursuant to Section 4.1, Section 4.2 or Section 4.6 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Prospective Selling Stockholder(s) and the Prospective Buyer; provided, however, that Participating Sellers shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Prospective Buyer solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Stockholder(s) to which such Prospective Selling Stockholder(s) will also be party, including agreements to (a)(i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (ii) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent as the Prospective Selling Stockholder(s) are liable for the comparable representations, warranties, covenants and agreements made by them or on their behalf (with any limit on liability applied based on the relative value of their respective Shares), and (b) in the case of a Sale pursuant to Sections 4.1 or 4.2, be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (b) in connection with any Sale of Shares shall not exceed the lesser of (x) such Participating Seller’s pro rata portion of any such liability, to be determined in accordance with such Participating Seller’s portion of the aggregate proceeds to all Participating Sellers and Prospective Selling Stockholder(s) in connection with such Sale or (y) the proceeds to such Participating Seller in connection with such Sale. Each Participating Seller hereby constitutes and appoints each of the Prospective Selling Stockholders, or any of them, with full power of substitution, as such Participating Seller’s true and lawful representative and attorney-in-fact, in such Participating Seller’s name, place and stead, to execute and deliver any and all agreements that such Prospective Selling Stockholder reasonably believes are consistent with this Section 4.5.2 and such member of the Prospective Selling Stockholder shall provide a copy of such agreements to such Stockholder within five business days of execution, provided, however, that failure to deliver such documents within such time period shall not impair or affect the validity of such agreements. The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Participating Seller.

4.5.3 Sale Process. The Requisite Principal Investors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Stockholder, in the case of a proposed Sale pursuant to Section 4.1 shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No holder of Shares nor any Affiliate of any such holder shall have any liability to any other holder of Shares or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Article IV.

4.5.4 Treatment of Options, Warrants and Convertible Securities. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Article IV, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Stock that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

13

4.5.5 Closing. The closing of a Sale to which Section 4.1, 4.2 or 4.6 applies shall take place (a) on the proposed Transfer date, if any, specified in the Tag Along Notice, Drag Along Sale Notice or Sale Notice, as applicable (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (b) if no proposed Transfer date was required to be specified in the applicable notice, at such time as the Prospective Selling Stockholders shall specify by notice to each Participating Seller and (c) at such place as the Prospective Selling Stockholder(s) shall specify by notice to each Participating Seller or First Offer Purchaser, as applicable. At the closing of such Sale, each Participating Seller shall deliver the certificates evidencing the Shares to be Sold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration, and any comparable transfer materials for any Options, Warrants or Convertible Securities to be Sold.

4.6 Right of First Offer. If any Prospective Selling Stockholder proposes to Sell any Shares before the closing of a Qualified Public Offering in a Transfer (including to another Stockholder or the Company or any of its subsidiaries) that is subject to Section 3.1.5:

4.6.1 Notice. The Prospective Selling Stockholder shall furnish a written notice of such proposed Sale (a “Sale Notice”) to each Principal Investor Group (other than any Principal Investor Group of which the Prospective Selling Stockholder is a member) and each Senior Manager (unless such Senior Manager is the Prospective Selling Stockholder) (each such Principal Investor Group or Senior Manager, a “First Offer Holder”) prior to any such proposed Transfer. The Sale Notice shall include:

(a) (i) the number and class(es) of Shares proposed to be sold by the Prospective Selling Stockholder (the “Subject Shares”), (ii) the per share cash purchase price or the formula by which such cash price is to be determined and (iii) the proposed Transfer date, if known; and

(b) an invitation to each First Offer Holder to make an offer to purchase (subject to Section 4.6.6 below) any number of the Subject Shares at such price.

4.6.2 Exercise.

(a) Within twenty business days after the date of delivery of the Sale Notice (the “First Offer Deadline”), each First Offer Holder may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by furnishing a written notice (the “First Offer Notice”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Stockholder (each such Person delivering such notice, a “First Offer Purchaser”). The receipt of consideration by any Prospective Selling Stockholder selling Shares in payment for the transfer of such Shares pursuant to this Section 4.6.2 shall be deemed a representation and warranty by such Prospective Selling Stockholder that: (i) such Prospective Selling Stockholder has full right, title and interest in and to such Shares; (ii) such Prospective Selling Stockholder has all necessary power and authority and has taken all necessary actions to sell such Shares as contemplated by this Section 4.6.2; and (iii) such Shares are free and clear of any and all liens or encumbrances except pursuant to this Agreement.

(b) Each First Offer Holder not furnishing a First Offer Notice that complies with the above requirements, including the applicable time periods, shall be deemed to have waived all of such First Offer Holder’s rights to purchase such Subject Shares under this Section 4.6.2 and the Prospective Selling Stockholder shall thereafter be free to Sell the Subject Shares to the First Offer Purchasers and/or any Prospective Buyer, at a per share purchase price no less than the price set forth in the Sale Notice, without any further obligation to such First Offer Holder pursuant to this Section 4.6.

4.6.3 Irrevocable Offer. The offer of each First Offer Purchaser contained in a First Offer Notice shall be irrevocable, and, subject to Section 4.6.6 below, to the extent such offer is accepted, such First Offer Purchaser shall be bound and obligated to purchase the number of Subject Shares set forth in such First Offer Purchaser’s First Offer Notice.

14

4.6.4 Acceptance of Offers. Within ten business days after the First Offer Deadline, the Prospective Selling Stockholder shall inform each First Offer Purchaser, by written notice (the “Acceptance Notice”), of whether or not the Prospective Selling Stockholder will accept all (but not less than all) offers of the First Offer Purchasers. In the event the Prospective Selling Stockholder fails to furnish the Acceptance Notice within the specified time period, the Prospective Selling Stockholder shall be deemed to have decided not to Sell the Subject Shares to the First Offer Purchasers. If the Prospective Selling Stockholder decides not to Sell the Subject Shares to the First Offer Purchasers, each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer. Acceptance of such offers by the Prospective Selling Stockholder is without prejudice to the Prospective Selling Stockholder’s discretion under Section 4.5.3 to determine whether or not to consummate any Sale.

4.6.5 Additional Compliance. If at the end of the 120th day after the date of delivery of the Sale Notice, the Prospective Selling Stockholder and First Offer Purchasers or Prospective Buyer (if not a First Offer Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of any First Offer Purchaser to perform its obligations under this Section 4.6), each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 4.6 separately complied with, in order to consummate a Transfer of such Subject Shares; provided, however, that in the case of such a separate Sale Notice in which the classes of Subject Shares and the per share price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Sections 4.6.2 and 4.6.4 shall be three business days and two business days, respectively.

4.6.6 Determination of the Number of Subject Shares to be Sold.

(a) In the event that, as of the First Offer Deadline, the number of Subject Shares offered to be purchased by the First Offer Purchasers is less than the number of Subject Shares, the Prospective Selling Stockholder shall provide notice of such shortfall to the First Offer Purchasers. Each First Offer Purchaser shall provide notice to the Prospective Selling Stockholder within two business days of receipt of the notice from the Prospective Selling Stockholder if it wishes to purchase all or any portion of the Subject Shares comprising such shortfall. In the event that, after such two additional business days, the number of Subject Shares offered to be purchased by the First Offer Purchasers is still less than the number of Subject Shares, (i) the Prospective Selling Stockholder may accept the offers of the First Offer Purchasers and, at the option of the Prospective Selling Stockholder, sell any remaining Subject Shares which the First Offer Purchasers did not elect to purchase to one or more Prospective Buyers at a price per share that is no less than the price set forth in the Sale Notice or (ii) if a single Prospective Buyer or group of Prospective Buyers is unwilling to purchase less than all of the Subject Shares, the Prospective Selling Stockholder may Sell all (but not less than all) of the Subject Shares to such Prospective Buyer or group of Prospective Buyers at a price per share that is no less than the price set forth in the Sale Notice rather than Sell any Subject Shares to the First Offer Purchasers. Such sales, if any, to Prospective Buyer(s) other than the First Offer Purchasers in accordance with clause (a) above shall be consummated together with the sale to the First Offer Purchasers.

(b) In the event that the Prospective Selling Stockholder has accepted the offers of the First Offer Purchasers and the aggregate number of Subject Shares offered to be purchased by (and to be sold to) the First Offer Purchasers is equal to or exceeds the aggregate number of Subject Shares, the Subject Shares shall be sold to the First Offer Purchasers as follows:

(i) there shall be first allocated to each First Offer Purchaser a number of Shares of each applicable class equal to the lesser of (A) the number of Shares of such class offered to be purchased by such First Offer Purchaser pursuant such holder’s First Offer Notice and any subsequent notice delivered by such First Offer Purchaser pursuant to the second sentence of Section 4.6.6(a), and (B) a number of Shares of such class equal to such First Offer Purchaser’s Pro Rata Portion; and

(ii) the balance, if any, not allocated pursuant to clause (i) above shall be allocated to those First Offer Purchasers which offered to purchase a number of Shares of the applicable class in excess of such Person’s Pro Rata Portion pro rata to each such First Offer Purchaser based upon the amount of such excess, or in such other manner as the First Offer Purchasers may otherwise agree.

15

In the event that the number of Subject Shares that each First Offer Purchaser will be permitted to purchase in a particular Sale is reduced in accordance with clauses (i) and (ii) above, the Prospective Selling Stockholder shall be responsible for determining the total number of Shares to be purchased by each First Offer Purchaser in the proposed Sale in accordance with this Section 4.6.6, and shall provide notice to each First Offer Purchaser of the number of Shares that such First Offer Purchaser will be purchasing in such Sale no later than three business days prior to the consummation of such Sale.

In the event any holders of Shares exercise such holders’ rights under Section 4.1 to sell Shares in connection with a Sale to First Offer Purchasers pursuant to this Section 4.6, such Shares (as the case may be, reduced in accordance with Section 4.1.5) shall be deemed to be Subject Shares for purposes of this Section 4.6 and shall be allocated among the First Offer Purchasers in accordance with this Section 4.6.6.

4.7 Period. The provisions of Article IV shall expire as to any Share on the earlier of (a) a Change of Control or (b) the closing of the Qualified Public Offering (or in the case of Section 4.2, the third anniversary of the closing of the Qualified Public Offering).

ARTICLE V.

HOLDER LOCK-UP

5.1 Lock Up. In connection with each underwritten Public Offering, each Stockholder hereby agrees, at the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering restricting such Stockholder’s right to (a) Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Common Stock, in each case to the extent that such restrictions are agreed to by the Majority Principal Investors (or a majority of the shares of Class A Stock if there are no Principal Investors remaining) with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”); provided, however, that no Stockholder shall be required by this Section 5.1 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of any Public Offering up to and including the Qualified Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in (i) open market transactions or block purchases after the completion of the Qualified Public Offering or (ii) a Public Offering, (b) Transfers to Permitted Transferees of such Stockholder permitted in accordance with the terms of this Agreement, (c) conversions of shares of Stock into other classes of Stock or securities without change of holder and (d) during the period preceding the execution of the underwriting agreement, Transfers to a Charitable Organization permitted in accordance with the terms of this Agreement.

ARTICLE VI.

PUT AND CALL OPTIONS

6.1 Call Option. Except as otherwise agreed in writing by the Company and a Manager and subject to the proviso contained in this sentence, if any Manager ceases to be employed by the Company and its subsidiaries, as applicable, for any reason, the Company (or a subsidiary designated by the Company) shall have the right to purchase, out of funds legally available therefor, all or any portion of such Manager’s Covered Management Shares; provided, however, that this call right shall not apply to (a) any of such Manager’s Covered Management Shares if such Manager ceased to be employed by the Company and its subsidiaries, as applicable, as a result of such Manager’s death or Disability or (b) any Purchased and Roll Over Shares included in such Manager’s Covered Management Shares if such Manager was terminated by the Company and its subsidiaries, as applicable, other than (1) for Cause or (2) in connection with the Sale of a Business. If such Manager ceased to be employed by the Company or any of its subsidiaries for any reason other than termination by the Company or any of its subsidiaries for Cause, then the purchase price per Share for each such Share that is a Vested Share shall be equal to the Fair Market Value of such Share and the purchase price per Share for each such Share that is an Unvested Share (determined as of the date of termination) shall be equal to the lower of Cost or Fair Market Value of such Share. If such Manager’s employment was terminated by the Company or any of its subsidiaries for Cause, then the purchase price per Share for each such Share shall be equal to the lower of Cost or Fair Market Value of such Share. The Company shall use commercially reasonable efforts to make any payment required by this Section 6.1 in cash, provided, however, that, if such efforts are unsuccessful, the Company may issue a Promissory Note in lieu of cash

16

in the event that (x) the Company determines to exercise its call right in light of then existing numbers of share and/or option holders and Commission registration requirements, or (y) if the expected payment(s), together with any payments made during the 90 days prior to the date of expected payment, under either Section 6.1 or a separate written agreement between the Company and any Manager (taking into account amounts that would, but for this clause (y), be required to be paid in cash with respect to the exercise of the call right on the Covered Management Shares in question) would exceed $10 million. Notwithstanding the foregoing, in the event that the Company is exercising its call right pursuant to Section 6.1 with respect to Management Shares for which the relevant holder did not have a net exercise right, then the Company shall pay, in cash, the portion of payment equal to the exercise price and the minimum statutory withholding in cash, and shall be permitted to pay the balance of the amount due under Section 6.1 with a Promissory Note, provided that, for the avoidance of doubt, in no event shall the sum of the cash paid and the initial principal amount of the applicable Promissory Note exceed the total call price to be paid as calculated pursuant to the second and third sentences of this Section 6.1.

6.2 Put Option. Except as otherwise agreed in writing by the Company and a Manager, if any Manager ceases to be employed by the Company or any of its subsidiaries as a result of such Manager’s death or Disability (and if and to the extent permitted by the Internal Revenue Code (including Section 409A thereof)), such Manager (or such Manager’s estate or legal representatives) and such Manager’s Designees shall have the right to require the Company, on 30 days prior notice, out of funds legally available therefor, to repurchase all or any portion of such Manager’s Covered Management Shares on a date that is (a) at least six months after the date on which such Manager or Manager Designee first exercised the Options underlying such Management Shares or, in the case of shares of Stock, acquired such Management Shares and (b) less than one year after such Manager ceases to be employed by the Company or any of its subsidiaries. The purchase price per Share for each such Share that is a Vested Share shall be equal to the Fair Market Value of such Share and the purchase price per Share for each such Share that is an Unvested Share (determined as of the date of termination) shall be equal to the lower of Cost or Fair Market Value of such Share.

6.3 Cash Payments. The Company shall use commercially reasonable efforts to make any payment required by Section 6.2 in cash, but to the extent that (x) such payment of cash or (y) a distribution to the Company from any of its subsidiaries in an amount equal to the amount of cash required to be paid under the terms of Article VI or the amount of any payment on a Promissory Note issued under Article VI would, in any event, constitute, result in or give rise to a breach or violation of, or any default or right or cause of action under any agreement or indenture of the Company or any of its subsidiaries in respect of indebtedness for borrowed money or debt security, or would be prohibited under Section 160 of the DGCL (“Section 160”) or would otherwise violate the DGCL (or if the Company reincorporates in another jurisdiction, the applicable business corporation law of such jurisdiction), then the Company will not be obligated to make such cash payment, and will instead, to the extent permitted by Section 160, issue a Promissory Note.

6.4 Prepayments. Any Promissory Note issued under this Article VI may be prepaid in whole or in part at any time and from time to time without premium or penalty.

6.5 Notices, etc. Any right described in this Article VI may be exercised by delivery of written notice thereof (the “Option Notice”) from the Company to the relevant Manager or Manager Designee or such Person’s estate or from the relevant Manager or Manager Designee or such Person’s estate to the Company, in either case after the date of the termination of such Manager’s employment. The Option Notice shall state that the Company or such Manager or Manager Designee has elected to exercise such right, and the number of Shares with respect to which the right is being exercised.

6.6 Closing. The closing of any purchase and sale of Shares pursuant to the exercise of any right granted pursuant to this Article VI shall take place as soon as reasonably practicable and in no event later than 30 days after the date of the relevant Option Notice at the principal office of the Company, or at such other time and location as the parties to such purchase may mutually determine. The receipt of consideration by any Person selling Shares in payment for the transfer of such Shares pursuant to this Article VI shall be deemed a representation and warranty by such Person that: (a) such Person has full right, title and interest in and to such Shares; (b) such Person has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Article VI; and (c) such Shares are free and clear of any and all liens or encumbrances.

17

6.7 Principal Investor Group Call Option. If the Company shall elect not to purchase pursuant to Section 6.1 any or all Covered Management Shares of a Manager whose employment has terminated, the Company shall notify each Principal Investor Group and each Principal Investor Group may purchase its pro rata portion of the remaining Covered Management Shares for the purchase price identified in Section 6.1. In the event any Principal Investor Group agrees to forego its full pro rata share of any Covered Management Shares of a Manager whose employment has terminated, the remainder shall be re-allocated pro rata among the other Principal Investor Groups (unless the Principal Investor Groups otherwise agree); provided, that the participating Principal Investor Groups shall deliver an Option Notice stating that the relevant Principal Investor Groups have elected to exercise such right and the number of Shares with respect to which the right is being exercised; provided, further, that each participating Principal Investor Group will pay for its portion of such remaining Shares in cash at a closing as the parties may mutually determine and otherwise in accordance with Section 6.6.

6.8 Pro Rata Across Classes. Any put or call right exercised pursuant to this Article VI may be exercised for all or a portion of such Manager’s Covered Management Shares; provided that any put or call for less than all of such Shares must be exercised for a number of shares of each class included in such Manager’s Covered Management Shares in proportion to the number of shares of each class then comprising such Manager’s Covered Management Shares.

6.9 Period. This Article VI shall terminate with respect to any Share on the closing of an Initial Public Offering.

ARTICLE VII.

BOARD OF DIRECTORS

7.1 Nomination. In accordance with the Company’s certificate of incorporation, for so long as there is at least one Principal Investor Group, the number of directors constituting the entire Board shall be a number not less than the number of Principal Investor Groups plus one, as determined by the Board from time to time.

7.1.1 Principal Investor Directors. So long as there is at least one Principal Investor Group, each Principal Investor Group shall be entitled to designate in writing one (1) nominee for election to the Board (each such elected director, a “Principal Investor Director”); provided that, upon the occurrence of any event that causes a Stockholder or group of Stockholders that formerly constituted a “Principal Investor Group” to no longer be a “Principal Investor Group” pursuant to the Company’s certificate of incorporation, such former Principal Investor Group shall no longer have any right to designate a director pursuant to this Section 7.1.1.

7.1.2 Additional Directors. Any director that is not designated pursuant to Section 7.1.1 above shall be elected by the holders of record of the outstanding shares of Common Stock (each such elected director, an “Additional Director”).

7.2 Removal of Directors. Each Principal Investor Director may be removed at any time, with or without cause, in accordance with Section 2.1.4, at the direction of the Principal Investor Group that designated such Principal Investor Director; provided, however, that upon the occurrence of any event that causes a Stockholder or group of Stockholders that formerly constituted a “Principal Investor Group” to no longer be a “Principal Investor Group” pursuant to the Company’s certificate of incorporation, such former Principal Investor Group shall cause the removal or resignation of its Principal Investor Director from the Board and the number of directors constituting the Board shall likewise be reduced. Any Additional Director may be removed at any time, with or without cause, by the holders of Shares entitled to vote on the election of directors holding a majority of such issued and outstanding Shares.

7.3 Vacancy. Any vacancy on the Board shall be filled: (i) if the director whose office is vacant was a Principal Investor Director, by a majority of the directors then in office (even if less than a quorum) or by holders of Shares entitled to vote on the election of directors holding a majority of such issued and outstanding Shares, in each case, with a designee of the Principal Investor Group that designated such Principal Investor Director (so long as such Principal Investor Group continues to be entitled to designate such director); and (ii) otherwise, by holders of Shares entitled to vote on the election of directors holding a majority of such issued and outstanding Shares.

18

7.4 Board Observers. So long as there is at least one Principal Investor Group, each Principal Investor Group shall at any time be entitled to designate one non-voting observer to the Board (each, a “Board Observer”). If a Principal Investor Director communicates through the Board Observer designated by the same Principal Investor Group to the chair of the meeting or the secretary of the Company that such director opposes a motion or matter to be considered by the Board at a meeting at which such director is not in attendance, then such motion or matter shall not be approved unless: (i) the number of directors voting in favor of such motion or matter is a majority of the sum of (a) the number of directors voting on such motion or matter and (b) the number of directors not in attendance who have communicated opposition to such motion or matter through their respective Board Observers and (ii) if the Board at any meeting considers any motion or matter that was not set forth in the notice of the meeting sent to the directors, such a motion or matter shall not be approved unless the number of directors voting in favor of such motion or matter is at least a majority of the sum of (x) the number of directors voting on such motion or matter and (y) the number of directors not in attendance who have, through their respective Board Observers, communicated opposition to such motion or matter or the consideration of such motion or matter on the grounds that it was not set forth in the notice of such meeting. Notice shall be sent to the directors of any motion that is not approved in accordance with the provisions described in this Section 7.4, and the Board shall later reconsider such motion at a subsequent meeting.

7.5 Period. The provisions of Section 7.4 shall expire on the earlier of (a) a Change of Control or (b) the Initial Public Offering.

ARTICLE VIII.

REMEDIES

8.1 Generally. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.

8.2 Deposit. Without limiting the generality of Section 8.1, if any Stockholder fails to (a) deliver to the purchaser thereof the certificate or certificates evidencing Shares to be Sold pursuant to Article IV or Article VI or (b) deliver to the Company or Lowerco, as the case may be, an affidavit of the registered owner of such Shares with respect to the ownership and the loss, theft, destruction or mutilation of the certificate evidencing such Shares accompanied by an indemnity reasonably satisfactory to the Company or Lowerco, as the case may be (it being understood that if the holder is a Qualified Institutional Investor, any other holder of Shares which is an entity regularly engaged in the business of investing in companies and meeting such requirements of creditworthiness as may reasonably be imposed by the Company or Lowerco, as the case may be, or an executive officer of the Company, such Person’s own agreement will be satisfactory) such that the Company or Lowerco, as the case may be, is willing to issue a new certificate to the purchaser evidencing the Shares being Sold (an “Affidavit and Indemnity”), then such purchaser may, provided it signs an agreement agreeing to be bound by the terms of this Section 8.2 if it is not otherwise already agreeing to be bound by the terms of this Agreement generally, at its option and in addition to all other remedies it may have, deposit the purchase price for such Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of One Hundred Million Dollars ($100,000,000) (the “Escrow Agent”) and the Company or Lowerco, as the case may be, shall cancel on its books the certificate or certificates representing such Shares and thereupon all of such holder’s rights in and to such Shares (other than the right to receive the applicable purchase price in accordance with the terms of this Section 8.2) shall terminate. Thereafter, upon delivery to such purchaser by such holder of the certificate or certificates evidencing such Shares (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any transfer tax stamps affixed) or upon delivery by such holder of an Affidavit and Indemnity to the Company or Lowerco, as the case may be, such purchaser shall instruct the Escrow Agent to deliver the purchase price for such Shares (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to such purchaser), less the reasonable fees and expenses of the Escrow Agent, to such holder. Each Stockholder hereby constitutes and appoints each Principal Investor, or any of them, with full power of substitution, as such Stockholder’s true and lawful representative and attorney-in-fact, in such Stockholder’s name, place and stead, to execute and deliver any escrow agreement in customary form entered into with respect to such Stockholder in accordance with this Section 8.2, and such Principal Investor shall provide a

19

copy of such agreement to such Stockholder within five business days of execution, provided, however, that failure to deliver such documents within such time period shall not impair or affect the validity of such agreements. The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Stockholder.

ARTICLE IX.

LEGENDS

9.1 Restrictive Legend. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”

Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

9.2 1933 Act Legends. Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED (A) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE ACT, PROVIDED THAT THE ISSUER MAY REQUIRE THE TRANSFEROR TO DELIVER AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER REGARDING THE AVAILABILITY OF SUCH AN EXEMPTION.”

9.3 Stop Transfer Instruction. The Company or Lowerco will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.

9.4 Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof shall cease and terminate as to any particular Shares (a) when, in the opinion of counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company and Lowerco with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Whenever (x) such requirement shall cease and terminate as to any Shares or (y) such Shares shall be transferable under Rule 144, the holder thereof shall be entitled to receive from the Company or Lowerco, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

9.5 Classes of Shares Separately Transferable. A Transfer that otherwise satisfies the requirements of this Agreement, the Participation, Registration Rights and Coordination Agreement (if applicable), the Principal Investor Agreement (if applicable) and any other applicable agreements may include Shares of any one or more class(es).

ARTICLE X.

AMENDMENT, TERMINATION, ETC.

10.1 Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.

20

10.2 Written Modifications. Except as provided in clauses (a) through (c) below, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors (or Stockholders holding a majority of the shares of Class A Stock held by Stockholders party hereto if there are no Principal Investors remaining).

(a) The consent of the Requisite Principal Investors (if there are any Principal Investors remaining) shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of any provision hereof which requires the approval of the Requisite Principal Investors.

(b) The consent of the Management Representative shall be required for (i) any Amendment (other than a Specified Amendment) that, in any material respect, discriminates against or could reasonably be expected to have a disproportionate adverse effect on the rights of holders of Management Shares under this Agreement or (ii) any Amendment to this sentence. By signing this Agreement, each Manager irrevocably authorizes and appoints the Management Representative as his or her sole and exclusive agent, attorney-in-fact and representative for the approval of Amendments described in the first sentence of this Section 10.2(b). The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Specified Amendment that, in any material respect, adversely affects the rights of holders of Management Shares under this Agreement, provided that if such Specified Amendment is being adopted in contemplation of, or in connection with, the proposed sale of one of the Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such Business shall be required.

(c) The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, materially and adversely discriminates against the rights or obligations of the holders of Other Investor Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to “materially and adversely discriminate against” the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders).

A copy of each such Amendment shall be sent to each Stockholder and shall be binding upon each party hereto and each holder of Shares subject hereto except to the extent otherwise required by law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 10.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.

10.3 Withdrawal from Agreement. If the Company consummates a Qualified Public Offering, then on and after the first date on which the holders of Shares immediately prior to the Qualified Public Offering own less than 50% of the then outstanding Common Stock, any holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares), by written notice to the Company and the Principal Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (shares withdrawn pursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall cause the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn; provided, further, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at the effective time of such withdrawal.

10.4 Effect of Termination. No termination under this Agreement (including pursuant to Section 10.3) shall relieve any Person of liability for breach prior to termination.

21

ARTICLE XI.

DEFINITIONS

For purposes of this Agreement:

11.1 Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Article XI:

(a) The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;

(b) The word “including” shall mean including, without limitation;

(c) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(d) The masculine, feminine and neuter genders shall each include the other.

11.2 Definitions. The following terms shall have the following meanings:

“Acceptance Notice” shall have the meaning set forth in Section 4.6.4.

“Additional Director” shall have the meaning specified in Section 7.1.2

“Adverse Claim” shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

“Affidavit and Indemnity” shall have the meaning set forth in Section 8.2.

“Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa), (b) if such specified Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (c) if such specified Person is a natural Person, any Family Member of such natural Person. Notwithstanding the foregoing, for all purposes of this Agreement, Integral Capital Partners VII, L.P. and its Affiliates will be considered Affiliates of Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.L.C. and their respective Affiliates.

“Affiliated Fund” shall mean, with respect to any specified Person, an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such person.

“Agreement” shall have the meaning set forth in the Preamble.

“Amendment” shall have the meaning set forth in Section 10.2.

22

“Applicable Affiliates” shall mean, with respect to a holder of Shares, all Affiliates of such holder who hold shares of Common Stock other than those Affiliates who (a) are not “controlled by” (as defined in the definition of “Affiliate”) such holder, (b) make independent investment decisions from such holder, (c) hold shares of Common Stock only in the ordinary course of business as passive investments and (d) only hold shares of Common Stock that were acquired after the Initial Public Offering in market transactions.

“Bain Investors” shall mean, as of any date, Bain Capital Integral Investors, LLC and BCIP TCV, LLC, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Blackstone Investors” shall mean, as of any date, Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Participation Partnership IV L.P., Blackstone GT Communications Partners L.P. and Blackstone Family Communications Partnership L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Board” shall mean the board of directors of the Company, or any duly authorized committee thereof.

“Business” means SDS’s businesses, which, as of the date hereof, consist of four separate businesses: (a) the Availability Services business, (b) the Financial Systems business, (c) the K-12 Education business and (d) the Public Sector business. For purposes of this Agreement, any future business acquired by SDS after the date hereof that is not included in the Availability Services business will automatically be considered part of the Financial Systems, K-12 Education or Public Sector business, as determined by the Board in its sole discretion.

“business day” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Cause” shall mean (a) for any Manager who has an employment agreement with the Company or its subsidiaries, the definition of “cause” in such agreement if so defined, and (b) for any other Manager, the occurrence of the events described in the following clauses (i) through (iii), provided that no act or failure to act shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of the Company and its subsidiaries:

(i) at least two-thirds of the members of the Board determined in good faith that the Manager (A) was guilty of gross negligence or willful misconduct in the performance of his duties for the Company or any of its subsidiaries (other than due to illness or injury suffered by the Manager or a member of his family, or comparable personal problem), (B) breached or violated, in any material respect, any agreement between the Manager and the Company (or any of its subsidiaries) or any material policy in the “SunGard Global Business Conduct and Compliance Program” (as amended from time to time), or (C) committed an act of dishonesty or breach of trust, or is convicted of a crime, and the result of such dishonesty, breach of trust, or conviction of a crime is that there is material or potentially material financial or reputational harm to the Company (or any of its subsidiaries); and

(ii) such determination was made at a duly convened meeting of the Board (A) of which the Manager received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which the Manager had a reasonable opportunity to make a statement and answer the allegations against the Manager; and

(iii) either (A) the Manager was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds of the members of the Board also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances.

“Change of Control” shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other Person, or any other corporate reorganization, transaction or Transfer of securities of the Company by its stockholders, or series of related transactions (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the equity economic interests in

23

or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors or other similar governing body of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the Exchange Act Rules) or any “group” (as defined in the Exchange Act Rules), other than Qualified Institutional Investors (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the consolidated assets of the Company. For the avoidance of doubt, none of the following shall, in and of itself, constitute a “Change of Control”: (x) a spin-off of one of the Businesses, a sale of one of the Businesses or a comparable transaction or (y) a transaction in which, after giving effect thereto, the Principal Investors and their Affiliates continue to own, directly or indirectly, more than fifty percent (50%) of the equity economic interests or voting power of (i) the Company or other surviving entity in the case of a transaction of the sort described in clause (a) above, (ii) of the Company in the case of a transaction of the sort described in clause (b) above or (iii) of the acquiring entity in the case of a transaction of the sort described in clause (c) above.

“Charitable Organization” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.

“Class A Stock” shall mean the Class A Common Stock, par value $0.001 per share, of the Company, which is comprised of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock, Class A-7 Common Stock and Class A-8 Common Stock.

“Class L Stock” shall mean the Class L Common Stock, par value $0.001 per share, of the Company.

“Closing Date” shall have the meaning set forth in the Recitals.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, including the Class A Stock and the Class L Stock.

“Company” shall have the meaning set forth in the Preamble.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock) or other securities (other than Options and Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Stock.

“Cost” shall mean with respect to any Covered Management Shares, the purchase price paid for such Covered Management Shares by the original holder thereof (which, in the case of any options under a Manager’s Non-Qualified Rollover Option Agreement, shall be the intrinsic value of such options on the Closing Date, or, in the case of shares of capital stock acquired upon the exercise of any such option, such intrinsic value plus the exercise price paid to exercise such option) less any distributions which have been received, or which will be received, with respect to such Covered Management Shares by the holder thereof; provided, that the Cost of (a) unvested shares of capital stock shall equal the purchase price paid for such shares, if any and (b) unvested options shall equal zero and provided, further, that any unvested consideration included in the purchase price for any Shares shall be valued at zero.

“Covered Management Shares” shall mean, with respect to any Manager, all Management Shares (a) that are then owned by such Manager, (b) that have been Transferred by such Manager to a Permitted Transferee of such Manager or (c) that were issued directly to a Manager Designee at the request of such Manager.

24

“Designated Principal Investor Groups” shall mean, as of any time of determination, (a) if at such time there are more than five Principal Investor Groups, the five (or more if necessary to accommodate “ties”) Principal Investor Groups who then hold the greatest number of shares of Common Stock and (b) at any other time, all of the Principal Investor Groups.

“DGCL” means the Delaware General Corporation Law, as amended.

“Disability” shall mean, (a) for any Manager who has an employment agreement with the Company or its subsidiaries, the definition of “disability” in such agreement, if so defined, and (b) for any other Manager, if such Manager is physically incapable, for a period of at least six months, of performing his duties and responsibilities as an employee of the Company as determined by the Board in good faith.

“Drag Along Recapitalization Notice” shall have the meaning set forth in Section 4.3.1.

“Drag Along Recapitalization Percentage” shall have the meaning set forth in Section 4.3.

“Drag Along Sale Notice” shall have the meaning set forth in Section 4.2.1.

“Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.

“Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.

“Effective Time” shall have the meaning set forth in Section 1.1.

“Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Stock, such number of shares of Stock and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the maximum number of shares of Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

“Escrow Agent” shall have the meaning set forth in Section 8.2.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Act Rules” shall mean the rules adopted by the Commission under the Exchange Act.

“Fair Market Value” shall mean, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share (which, in the case of Options, shall equal the Fair Market Value of the share underlying such Option less the exercise price for such Option) as of the applicable reference date, taking into account the most recent annual valuation (which the Company shall have obtained from an independent appraiser) and updated by the Company in good faith for the most recently ended calendar quarter.

“Family Member” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased, (d) any not-for-profit corporation or private charitable foundation and any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (d) above.

“First Offer Deadline” shall have the meaning set forth in Section 4.6.2.

“First Offer Holder” shall have the meaning set forth in Section 4.6.1.

“First Offer Notice” shall have the meaning set forth in Section 4.6.2.

“First Offer Purchaser” shall have the meaning set forth in Section 4.6.2.

25

“GS Investors” shall mean, as of any date, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG and GS Capital Partners V Institutional, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Holdings” shall have the meaning set forth in the Preamble.

“Incentive Shares” shall mean all shares of Stock and Options held by a Manager or Manager Designee that are subject to vesting or other service or performance based conditions to ownership and which are not Purchased and Roll Over Shares, treating such Options as a number of Incentive Shares equal to the maximum number of shares of Stock for which such Options may at the time be exercised.

“Initial Public Offering” shall mean the initial underwritten Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“Investors” shall have the meaning set forth in the Preamble.

“KKR Investors” shall mean, as of any date, KKR Millennium Fund L.P. and KKR Partners III, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“LLC” shall have the meaning set forth in the Preamble.

“Lowerco” shall have the meaning set forth in the Preamble.

“Majority Bain Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Bain Investors.

“Majority Blackstone Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Blackstone Investors.

“Majority GS Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the GS Investors.

“Majority in Interest” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares.

“Majority KKR Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the KKR Investors.

“Majority Principal Investors” shall mean, as of any applicable time, (a) Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups in the aggregate and (b) if there are more than five Principal Investor Groups, Designated Principal Investor Groups who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Designated Principal Investor Groups in the aggregate.

“Majority Providence Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Providence Investors.

“Majority Silver Lake Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Silver Lake Investors.

“Majority TPG Investors” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.

“Management Representative” shall mean (a) Russell P. Fradin during such time as he is the Chief Executive Officer of SDS, (b) such successor person who is approved from time to time as the Management Representative in accordance with this Agreement, or (c) at any time when there is no Management Representative identified in

26

accordance with the foregoing provisions, the Chief Executive Officer of SDS. Successor Management Representatives may be approved in writing by a Majority in Interest of the Management Shares then held by Managers then employed by the Company, excluding, for the purposes of such calculation, the existing Management Representative, provided that such approval must occur no earlier than ten (10) business days after notice proposing a successor Management Representative is given to all such Managers, which notice may be sent only at the direction of (x) the current Management Representative, (y) the holders of at least 15% in interest of the Management Shares held by Managers (and their Manager Designees) then employed by the Company or (z) the Requisite Principal Investors.

“Management Shares” shall mean all Shares held by a Manager or Manager Designee. Any Management Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Management Shares in the hands of such Permitted Transferee.

“Manager Designees” shall have the meaning set forth in the Preamble.

“Managers” shall have the meaning set forth in the Preamble.

“Option Notice” shall have the meaning set forth in Section 6.5.

“Options” shall mean any options to subscribe for, purchase or otherwise directly acquire Stock, other than any such option held by the Company, Lowerco or any direct or indirect subsidiary thereof, or any right to purchase shares pursuant to this Agreement.

“Other Investors” shall have the meaning set forth in the Preamble.

“Participating Seller” shall have the meaning set forth in Sections 4.1.2 and 4.2.1.

“Participation, Registration Rights and Coordination Agreement” shall mean the Amended and Restated Participation, Registration Rights and Coordination Agreement of even date herewith among the Company, Lowerco, Holdings, LLC, SDS and certain stockholders of the Company and Lowerco.

“Pending Underwritten Offering” means, with respect to any Withdrawing Holder withdrawing from this Agreement pursuant to Section 10.3, any underwritten Public Offering for which a registration statement relating thereto is or has been filed with the Commission either prior to, or not later than the sixtieth day after, the effectiveness of such Withdrawing Holder’s withdrawal from this Agreement.

“Permitted Transferee” shall mean, in respect of (a) any Investor, (i) any Affiliate or Affiliated Fund of such Investor or (ii) any successor entity or with respect to an Investor organized as a trust, any successor trustee or co-trustee of such trust, (b) any Manager or Manager Designee of such Manager, any Family Member of such Manager and (c) any holder of Shares who is a natural person, (i) upon the death of such natural person, such person’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such holder or by applicable laws of descent an distribution and (ii) any Person acquiring such Shares pursuant to a qualified domestic relations order, in each case described in clauses (a) through (c), only to the extent such transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (it being understood that any Transfer not meeting the foregoing conditions but purporting to rely on Section 3.1.1 shall be null and void). In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Preferred Stock” shall mean the 11.5% Cumulative Preferred Stock, par value $0.001 per share, of Lowerco.

“Principal Investor” shall have the meaning set forth in the preamble.

27

“Principal Investor Agreement” shall mean the Amended and Restated Principal Investor Agreement of even date herewith among the Company, Lowerco, Holdings, LLC, SDS and the Principal Investors.

“Principal Investor Director” shall have the meaning specified in Section 7.1.1.

“Principal Investor Group” shall mean any one of (a) the Bain Investors, collectively, (b) the Blackstone Investors, collectively, (c) the GS Investors, collectively, (d) the KKR Investors, collectively, (e) the Providence Investors, collectively, (f) the Silver Lake Investors, collectively and (g) the TPG Investors, collectively; provided, however, that any such Principal Investor Group shall cease to be a Principal Investor Group at such time after the Closing Date, and at all times thereafter, as such Principal Investor Group ceases to hold a Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation as in effect on the date hereof); provided, further, that no adjustment pursuant to the Company’s certificate of incorporation to the “Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become a Principal Investor Group. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by the Majority Bain Investors, the Majority Blackstone Investors, the Majority GS Investors, the Majority KKR Investors, the Majority Providence Investors, the Majority Silver Lake Investors, or the Majority TPG Investors, as the case may be, except as otherwise specifically set forth herein.

“Principal Investor Majority” shall mean, with respect to a transaction between the Company or one of its subsidiaries on the one hand and a Principal Investor Group (or any member thereof) or any entity in which any Principal Investor has a material interest on the other (a “Related Party”), (a) Principal Investor Groups that are not and whose Affiliates are not Related Parties and who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups that are not and whose Affiliates are not a Related Party with respect to such transaction, or (b) if each Principal Investor Group and/or an Affiliate of each Principal Investor Group is a Related Party with respect to such transaction, the Majority Principal Investors.

“Principal Lock-Up Agreement” shall have the meaning set forth in Section 5.1.

“Promissory Note” shall mean a promissory note (a) with a principal amount equal to the difference between the amount due under Section 6.1 or 6.2, as applicable, which was not paid in cash, (b) on which interest will accrue on the principal thereof at a rate equal to the prime rate plus one percent on the repurchase date of the Covered Management Shares in question and (c) for which the principal, together with the interest thereon, will become due and payable in three equal annual installments payable on, the first, second and third anniversaries of the date of issuance thereof.

“Pro Rata Portion” shall mean:

(a) for purposes of Section 4.1.4, with respect to each Tag Along Seller, a number of Shares equal to the aggregate number of Shares of the applicable class that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a fraction, the numerator of which is the aggregate number of Tag Eligible Shares of the applicable class held by such Tag Along Seller and the denominator of which is the aggregate number of Tag Eligible Shares of the applicable class held by all Tag Along Sellers; and

(b) for purposes of Section 4.6.6, with respect to each First Offer Purchaser, a number of Shares equal to the aggregate number of Subject Shares of the applicable class multiplied by a fraction, the numerator of which is the aggregate number of Shares of the applicable class held by such First Offer Purchaser and the denominator of which is the aggregate number of Shares of the applicable class held by all First Offer Purchasers.

“Prospective Buyer” shall mean any Person, including the Company or any of its subsidiaries or any other Stockholder, proposing to purchase or otherwise acquire Shares from a Prospective Selling Stockholder.

“Prospective Selling Stockholder” shall mean:

(a) for purposes of Section 3.3, any Investor that proposes to Transfer any Shares to any Prospective Buyer;

28

(b) for purposes of Section 4.1, any Stockholder that proposes to Transfer any Shares to any Prospective Buyer, including a First Offer Purchaser pursuant to Section 4.6;

(c) for purposes of Section 4.2, any Stockholder forming part of the acting Requisite Principal Investors that has elected to exercise the drag along right provided by such Section; and

(d) for purposes of Section 4.6, any Stockholder that proposes to Transfer any Shares in a transaction that is subject to such Section.

“Providence Investors” shall mean, as of any date, Providence Equity Partners V LP and Providence Equity Partners V-A LP, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective statement under the Securities Act.

“Purchased and Roll-Over Shares” shall mean (a) all shares of Stock held by a Manager or Manager Designee that were purchased by the original holder thereof on or before the Closing Date or upon the exercise, conversion or exchange of Options described in clause (b) hereof, (b) all Options for shares of Stock held by a Manager, which were received by such Manager on the Closing Date in connection with the roll-over of his or her options from SDS, treating such Options as a number of Purchased and Roll-Over Shares equal to the maximum number of shares of Stock for which such Options may be exercised, and (c) all Shares held by a Manager or Manager Designee that are designated as Purchased and Roll-Over Shares by the Requisite Principal Investors (or the Company if there are no Principal Investors remaining).

“Qualified Institutional Investors” shall mean (a) the Bain Investors; (b) the Blackstone Investors; (c) the GS Investors, (d) the KKR Investors; (e) the Providence Investors; (f) the Silver Lake Investors; (g) the TPG Investors and (h) the respective Affiliates and Affiliated Funds of the foregoing Persons.

“Qualified Public Offering” shall mean the first underwritten Public Offering (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or a comparable form) in which the aggregate price to the public of all Common Stock sold in such offering in combination with the aggregate price to the public of all Common Stock sold in any previous underwritten Public Offerings (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or any comparable form) shall exceed $350,000,000.

“Recapitalization Transaction” shall mean a transaction approved by the Requisite Principal Investors in which one or more classes of securities issued by the Company or any of its direct or indirect subsidiaries are, in whole or in part on a pro rata basis among all holders of such securities, converted into, or exchanged for, securities in another form issued by the Company, any of its direct or indirect subsidiaries, a newly formed parent or affiliated Persons.

“Related Party” shall have the meaning set forth in the definition of Principal Investor Majority.

“Requisite Principal Investors” shall mean (a) at any time when there is at least one Principal Investor remaining, stockholders that are members of a Principal Investor Group and that, in the aggregate, hold a number of shares of Common Stock that is at least two-thirds of the aggregate number of shares of Common Stock then held by all stockholders that are members of a Principal Investor Group and (b) for purposes of Sections 2, 3.4, 4.2, 4.3, 4.4 and 4.5, at such time as there are no Principal Investors remaining, Investors holding a majority of the Class A Stock then held by Investors party to this Agreement.

“Rule 144” shall mean Rule 144 under the Securities Act (or any successor Rule).

“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“Sale Notice” shall have the meaning set forth in Section 4.6.1.

29

“SDS” shall have the meaning set forth in the Recitals.

“Section 160” shall have the meaning set forth in Section 6.3.

“Securities Act” shall mean the Securities Act of 1933 and the rules promulgated thereunder, as amended from time to time.

“Senior Manager” shall mean, as of any date of determination, those Managers who are party to the Participation, Registration Rights and Coordination Agreement and are employees of the Company or its subsidiaries on the date of determination.

“Shares” shall mean (a) all shares of Stock held by a Stockholder, whenever issued, including all shares of Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and Convertible Securities held by a Stockholder (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein). Notwithstanding the foregoing, Shares shall include Management Shares for all purposes of this Agreement, provided that, with respect to Section 4.6, (x) Shares held by a Prospective Selling Stockholder shall include all Management Shares and (y) Shares held by Persons other than a Prospective Selling Stockholder shall only include Management Shares which are not Incentive Shares.

“Silver Lake Investors” shall mean, as of any date, Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.L.C. and Integral Capital Partners VII, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Specified Amendment” shall mean any Amendment affecting (a) any provision of Article VI, (b) the second or third sentence of Section 10.2 (b), (c) clause (y) in the last sentence of the definition of “Change of Control” as it applies to Section 4.2, or (d) any defined term in this Agreement to the extent used in any of the foregoing provisions as such term applies to such provisions.

“Spin-Off” shall have the meaning set forth in Section 3.4.

“Stock” shall mean the Common Stock and the Preferred Stock.

“Stockholders” shall have the meaning set forth in the Preamble.

“Stockholders Agreement” shall have the meaning set forth in the Recitals.

“Strategic Investor” shall mean, with respect to any proposed Transfer, any (a) Person that is determined, in good faith, by the Requisite Principal Investors to be a competitor of the Company or any of its subsidiaries in any material respect or a potential strategic investor in the Company or any of its subsidiaries and (b) any Affiliate of any such Person specified in clause (a), provided, however, that a Permitted Transferee of a Stockholder that acquires Shares from such Stockholder pursuant to Section 3.1.1 shall not be a Strategic Investor with respect to such Shares or Shares subsequently acquired by such Permitted Transferee pursuant to this Agreement with respect to such Shares if such Permitted Transferee (x) agrees in writing to hold the Shares being acquired in the applicable Transfer and any Shares subsequently acquired by such Permitted Transferee from time to time solely for passive investment purposes, (y) does not operate or “control” (as defined in the definition of Affiliate) an operating business and (z) agrees that the Company, at the direction of the Requisite Principal Investors, may limit or restrict the rights otherwise available to such Permitted Transferee under this Agreement or any other agreement by virtue of it holding Shares if the Requisite Principal Investors determine that doing so is in the best interest of the Company and its subsidiaries.

“Subject Shares” shall have the meaning set forth in Section 4.6.

“Substitution Charter Amendment” shall have the meaning set forth in the Recitals.

“Tag Along Holder” shall have the meaning set forth in Section 4.1.1.

30

“Tag Along Notice” shall have the meaning set forth in Section 4.1.1.

“Tag Along Offer” shall have the meaning set forth in Section 4.1.2.

“Tag Along Sale Percentage” shall have the meaning set forth in Section 4.1.1.

“Tag Along Sellers” shall have the meaning set forth in Section 4.1.2.

“Tag Eligible Shares” shall mean, at any time, all Shares that (a) are not Management Shares or (b) are Management Shares that will be Vested Shares as of the proposed Transfer date specified in the Tag Along Notice, if so specified, and otherwise the anticipated Transfer date as reasonably determined in good faith by the Prospective Selling Stockholder.

“TPG Investors” shall mean, as of any date, TPG Partners IV, L.P., T3 Partners II, L.P., T3 Parallel II, L.P., TPG Solar III LLC and TPG Solar Co-Invest LLC, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.

“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Article III (a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee (in which case, to the extent such transferee then holds assets in addition to Shares, the determination of the purchase price deemed to have been paid for the Shares held by such transferee in such deemed Transfer for purposes of the provisions of Articles III and IV shall be made by the Board in good faith) or (b) with respect to a holder of Shares which was formed for the purpose of holding Shares, there is a Transfer of the equity interests of such holder other than to a Permitted Transferee of such holder or of the party transferring the equity of such holder.

“Transferable Share Amount” shall have the meaning set forth in Section 3.4.

“Unvested Shares” shall mean, with respect to a Manager or Manager Designee at any time, the Management Shares held by such Manager or Manager Designee which remain subject to vesting requirements at such time.

“Vested Shares” shall mean, with respect to a Manager or Manager Designee at any time, the Management Shares held by such Manager or Manager Designee which are not subject to vesting requirements at such time. For the avoidance of doubt, a Manager or Manager Designee’s Purchased and Rollover Shares shall constitute “Vested Shares”.

“Warrants” shall mean any warrants to subscribe for, purchase or otherwise directly acquire Stock.

“Withdrawing Holders” shall have the meaning set forth in Section 10.3.

“Withdrawn Shares” shall have the meaning set forth in Section 10.3.

ARTICLE XII.

MISCELLANEOUS

12.1 Authority: Effect. Each party hereto represents and warrants to and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and Lowerco shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

31

12.2 Notices. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or e-mail (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows:¹

If to the Company, Lowerco, Holdings, LLC or SDS, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred Rose, Esq.

E-mail: arose@ropesgray.com

If to a Bain Investor or the Bain Principal Investor Group, to it:

c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2710

Attention: John Connaughton

E-mail: jconnaughton@baincapital.com

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: R. Newcomb Stillwell, Esq.

E-mail: nstillwell@ropesgray.com

If to a Blackstone Investor or to the Blackstone Principal Investor Group, to it:

c/o Blackstone Management Partners IV L.L.C.

345 Park Avenue, 31st Floor

New York, NY 10154

Facsimile: (212) 583-5722

Attention: Chinh Chu

E-mail: chu@blackstone.com

¹  NTD: Notice parties to be confirmed.

32

with copies to:

Paul Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, NY 10022

Facsimile: (212) 230-7617

Attention: John Altorelli, Esq.

E-mail: johnaltorelli@paulhastings.com

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Wilson Neely, Esq.

E-mail: wneely@stblaw.com

If to a GS Investor or to the GS Principal Investor Group, to it:

c/o GS Capital Partners 2000, L.P.

85 Broad Street

New York, New York 10004

Facsimile: (212) 357-5505

Attention: Sanjeev Mehra

E-mail: sanjeev.mehra@gs.com

with copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Facsimile: (212) 403-2000

Attention: Mark Gordon, Esq.

E-mail: mgordon@wlrk.com

If to a KKR Investor or to the KKR Principal Investor Group, to it:

c/o Kohlberg Kravis Roberts & Co L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Facsimile: (650) 233-6561

Attention: James H. Greene, Jr.

E-mail: jgreene@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Gary Horowitz

E-mail: ghorowitz@stblaw.com

33

If to a Providence Investor or to the Providence Principal Investor Group, to it:

c/o Providence Equity Partners Inc.

50 Kennedy Plaza

18th Floor

Providence, RI 02903

Facsimile: (401) 751-1790

Attention: Jonathan M. Nelson

E-mail: j.nelson@provequity.com

with copies to:

Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, MA 02110

Facsimile: (617) 772-8333

Attention: Marilyn French, Esq.

E-mail: marilyn.french@weil.com

If to a Silver Lake Investor or to the Silver Lake Principal Investor Group, to it:

c/o Silver Lake Partners

9 West 57th Street, 25th Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Egon Durban

E-mail: egon.durban@silverlake.com

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq.

E-mail: arose@ropesgray.com

If to a TPG Investor or to the TPG Principal Investor Group, to it:

c/o TPG Capital, L.P.

345 California Street, Suite 3300

San Francisco, CA 94104

Facsimile: (415) 743-1500

Attention: General Counsel

34

with copies to:

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Facsimile: (212) 225-3999
Attention:	Michael L. Ryan, Esq.
	Paul J. Shim, Esq.
E-mail:	mryan@cgsh.com
	pshim@cgsh.com

If to any Manager or Manager Designee, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

with copies to:

Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Facsimile: (212) 309-6001
Attention:	Howard L Shecter, Esq.
	Ira White, Esq.
E-mail:	hshecter@morganlewis.com
	iwhite@morganlewis.com

If to any other Stockholder, to it at the address set forth on Schedule I, or if not set forth thereon, in the records of the Company.

Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile or e-mail (subject to the recipient confirming receipt thereof in the case of e-mail) on a business day, or if not delivered on a business day, on the first business day thereafter and (z) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

12.3 Binding Effect, Etc. Except for restrictions on the Transfer of Shares set forth in other written agreements, plans or documents and except for other written agreements dated on or about the date of this Agreement, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Stockholder party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

12.4 Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

12.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

35

12.6 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

12.7 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member, manager or trustee of any Stockholder or of any partner, member, manager, trustee, Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future director, officer, employee, partner, member, manager or trustee of any Stockholder or of any Affiliate or assignee thereof, as such, for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

12.8 Aggregation of Shares. All Shares held by a Stockholder and its Affiliates and Affiliated Funds shall be aggregated together for purposes of determining the availability of any rights under Articles IV and VI. Within any Principal Investor Group, the Principal Investors who are members of such Principal Investor Group may allocate the ability to exercise any rights under this Agreement in any manner that such Principal Investor Group (by a Majority in Interest of the Shares held by such Principal Investor Group) sees fit.

12.9 Obligations of Company, Lowerco, Holdings, LLC and SDS. Except with respect to a Promissory Note issued in accordance with Section 6.1 or 6.3, each of the Company, Lowerco, Holdings, LLC and SDS shall be jointly and severally liable for any payment obligation of any of the Company, Lowerco, Holdings, LLC or SDS pursuant to this Agreement.

12.10 Confidentiality. Each Stockholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Company and its subsidiaries, any confidential information obtained from the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 12.10 by such Stockholder or its Affiliates), (b) is or has been independently developed or conceived by such Stockholder without use of the Company’s confidential information or (c) is or has been made known or disclosed to such Stockholder by a third party (other than an Affiliate of such Stockholder) without a breach of any obligation of confidentiality such third party may have to the Company that is known to such Stockholder; provided, however, that a Stockholder may disclose confidential information (v) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (w) to any prospective purchaser of any Shares from such Stockholder as long as such prospective purchaser agrees to be bound by the provisions of this Section 12.10 as if a Stockholder, (x) to any Affiliate, partner, member or related investment fund of such Stockholder and their respective directors, employees and consultants, in each case in the ordinary course of business, as may be reasonably determined by such Stockholder to be necessary in connection with such Stockholder’s enforcement of its rights in connection with this Agreement or its investment in the Company and its subsidiaries or (z) as may otherwise be required by law or legal, judicial or regulatory process, provided that such Stockholder takes reasonable steps to minimize the extent of any required disclosure described in this clause (z); and provided, further, however, that the acts and omissions of any Person to whom such Stockholder may disclose confidential information pursuant to clauses (v) through (x) of the preceding proviso shall be attributable to such Stockholder for purposes of determining such Stockholder’s compliance with this Section 12.10. Each of the parties hereto acknowledge that the Investors or any of their Affiliates and related investment funds may review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company, and may trade in the securities

36

of such enterprises. Nothing in this Section 12.10 shall preclude or in any way restrict the Investors or their Affiliates or related investment funds from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of the Company.

ARTICLE XIII.

GOVERNING LAW

13.1 Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

13.2 Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.2 hereof is reasonably calculated to give actual notice.

13.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 13.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.4 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature pages follow]

37

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	SUNGARD CAPITAL CORP.
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
LOWERCO:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
LLC:	SUNGARD HOLDCO LLC
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer
SDS:	SUNGARD DATA SYSTEMS, INC.
	By:	*
	Name:	Russell Fradin
	Title:	President and Chief Executive Officer

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Russell Fradin

Russell Fradin

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	SILVER LAKE PARTNERS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C.,
	its general partner
	By:	*
	Name:	Glenn H. Hutchins
	Title:	Managing Director
	SILVER LAKE TECHNOLOGY INVESTORS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C.,
		its general partner
	By:	*
	Name:	Glenn H. Hutchins
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Glenn H. Hutchins

Glenn H. Hutchins

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	BAIN CAPITAL INTEGRAL INVESTORS, LLC
	By:	Bain Capital Investors, LLC,
		its administrative member
	By:	*
	Name:	John Connaughton
	Title:	Managing Director
	BCIP TCV, LLC
	By:	Bain Capital Investors, LLC,
		its administrative member
	By:	*
	Name:	John Connaughton
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ John Connaughton

John Connaughton

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	BLACKSTONE CAPITAL PARTNERS IV L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE CAPITAL PARTNERS IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Chinh E. Chu

Chinh E. Chu

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	BLACKSTONE PARTICIPATION PARTNERSHIP IV L.P.
	By:	Blackstone Management Associates IV L.L.C.,
		its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE GT COMMUNICATIONS PARTNERS L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person
	BLACKSTONE FAMILY COMMUNICATIONS PARTNERSHIP L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Chinh E. Chu
	Title:	Authorized Person

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Chinh E. Chu

Chinh E. Chu

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	GS CAPITAL PARTNERS 2000, L.P.
	By:	GS Advisors 2000, L.L.C.,
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President
	GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
	By:	GS Employee Funds 2000 GP, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President
	GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
	By:	GS Advisors 2000, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Sanjeev Mehra

Sanjeev Mehra

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
	By:	GS Employee Funds 2000 GP, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Vice President
	GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
	By:	Goldman, Sachs Management GP GmbH
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Attorney-in-Fact
	GS CAPITAL PARTNERS V FUND, L.P.
	By:	GSCP V Advisors, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Sanjeev Mehra

Sanjeev Mehra

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
	By:	GSCP V Offshore Advisors, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director
	GS CAPITAL PARTNERS V GMBH & CO. KG
	By:	GS Advisors V L.L.C.
		its Managing Limited Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director
	GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
	By:	GS Advisors V, L.L.C.
		its General Partner
	By:	*
	Name:	Sanjeev Mehra
	Title:	Managing Director

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Sanjeev Mehra

Sanjeev Mehra

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	KKR MILLENNIUM FUND L.P.
	By:	KKR Associates Millennium L.P.,
		its general partner
	By:	KKR Millennium GP LLC,
		its general partner
	By:	*
	Name:	James H. Greene, Jr.
	Title:	Member
	KKR PARTNERS III, L.P.
	By:	KKR GP III LLC,
		its general partner
	By:	*
	Name:	James H. Greene, Jr.
	Title:	Member

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ James H. Greene, Jr.

James H. Greene, Jr.

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	PROVIDENCE EQUITY PARTNERS V LP
	By:	Providence Equity GP V LP,
		its general partner
	By:	Providence Equity Partners V L.L.C.,
		its general partner
	By:	*
	Name:	Robert S. Hull
	Title:	Chief Financial Officer
	PROVIDENCE EQUITY PARTNERS V-A LP
	By:	Providence Equity GP V LP,
		its general partner
	By:	Providence Equity Partners V L.L.C.,
		its general partner
	By:	*
	Name:	Robert S. Hull
	Title:	Chief Financial Officer

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Robert S. Hull

Robert S. Hull

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	TPG PARTNERS IV, L.P.
	By:	TPG GenPar IV, L.P.,
		its general partner
	By:	TPG Advisors IV, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President
	T³ PARTNERS II, L.P.
	By:	T³ GenPar II, L.P.,
		its general partner
	By:	T³ Advisors II, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President
	T³ PARALLEL II, L.P.
	By:	T³ GenPar II, L.P.,
		its general partner
	By:	T³ Advisors II, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Ronald Cami

Ronald Cami

[Amended and Restated Stockholders Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE PRINCIPAL INVESTORS:	TPG SOLAR III LLC
	By:	TPG Partners III, L.P.,
		its managing member
	By:	TPG GenPar III, L.P.,
		its general partner
	By:	TPG Advisors III, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President
	TPG SOLAR CO-INVEST LLC
	By:	TPG GenPar IV, L.P.,
		its managing member
	By:	TPG Advisors IV, Inc.,
		its general partner
	By:	*
	Name:	Ronald Cami
	Title:	Vice President

* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:

/s/ Ronald Cami

Ronald Cami

[Amended and Restated Stockholders Agreement]