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): March 31, 2014

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	20-3059890
Delaware	20-3060101
Delaware	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 1.01 Entry into a Material Definitive Agreement.

On March 31, 2014, SunGard Data Systems Inc. (“SDS”) completed its previously announced split-off of its Availability Services business (the “Availability Business”). Pursuant to the Separation Agreement (described below), the assets and liabilities of SDS and its subsidiaries related to the Availability Business were transferred to Sungard Availability Services Capital, Inc. (“SpinCo”), which is now a separate, independent company. A copy of the press release announcing completion of the split-off is attached hereto as Exhibit 99.1.

In connection with the split-off and related transactions, the following agreements, among others, were entered into on March 31, 2014.

(i) a Separation and Distribution Agreement (the “Separation Agreement”) among SunGard Capital Corp. (“Capital”), SunGard Capital Corp. II (“Capital II”), SunGard Holding Corp., a wholly owned subsidiary of Capital II (“Holding”), SunGard Holdco LLC, a wholly owned subsidiary of Holding (“HoldCo”), SDS (collectively with Capital, Capital II, Holding and HoldCo, the “SunGard Parties”), Spinco, a wholly owned subsidiary of SDS, and Sungard Availability Services Holdings, LLC, a wholly owned subsidiary of SDS (“Availability LLC”);

(ii) a Tax Sharing and Disaffiliation Agreement (the “Tax Sharing Agreement”) among Capital, SDS, SpinCo and Availability LLC;

(iii) a Trademark License Agreement (the “Trademark License Agreement”) between an affiliate of SunGard that owns the trademark “SunGard” and SpinCo;

(iv) an Amended and Restated Management Agreement (the “A&R Management Agreement”) among the SunGard Parties, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners L.L.C., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P.;

(v) a Second Amended and Restated Principal Investor Agreement (the “A&R Principal Investor Agreement”) among the SunGard Parties and the Principal Investors defined therein;

(vi) a Second Amended and Restated Participation, Registration Rights and Coordination Agreement (the “A&R Participation Agreement”) among the SunGard Parties and certain stockholders of Capital and Capital II; and

(vii) a Second Amended and Restated Stockholders Agreement (the “A&R Stockholders Agreement,” and, together with the A&R Management Agreement, the A&R Principal Investor Agreement and the A&R Participation Agreement, the “Amended and Restated Capital Agreements”) among the SunGard Parties and the stockholders of Capital and Capital II.

The Separation Agreement

Pursuant to the Separation Agreement, SDS and its subsidiaries transferred to Availability LLC the assets and liabilities of SDS and its subsidiaries related to the Availability Business.

Following the transfer of the Availability Business to Availability LLC, SDS contributed all of the outstanding ownership interests in Availability LLC to SpinCo in exchange for (i) approximately $425 million aggregate principal amount of 8.75% SpinCo senior notes due 2022, (ii) approximately $1,005 million in cash, representing the net cash proceeds of a new SpinCo term loan facility, and (iii) 197,705,449 shares of SpinCo’s common stock.

Immediately after the contribution of Availability LLC to SpinCo, SDS distributed (through a series of internal distributions) all of SpinCo’s common stock to Capital II. Following these internal distributions, at the direction of

the principal stockholders of Capital and Capital II, and in accordance with the stockholders agreement of Capital, Capital caused the holders of preferred stock of Capital II (“Capital II Preferred Stock”) to exchange, on a pro rata basis and at fair market value, a portion of their shares of Capital II Preferred Stock for all of the shares of SpinCo’s common stock (the “split-off”). In the split-off, 2,358,065 shares of Capital II Preferred Stock (including accrued and unpaid dividends thereon), constituting approximately 24% of the issued and outstanding shares of Capital II Preferred Stock as of the date of the exchange, were exchanged for all of the issued and outstanding shares of SpinCo common stock as of the date of the exchange.

Effective upon consummation of the split-off, pursuant to the Separation Agreement, SpinCo and SDS, along with their respective subsidiaries, affiliates and other related parties, mutually released the other from all actions or claims that each of them (or their related parties) had or could have against the other, subject to certain exceptions, and except for actions or claims arising under any of the agreements between the parties to be continued after, or entered into in connection with, the split-off and related transactions.

SpinCo and SDS also agreed to indemnify the other, along with its subsidiaries, affiliates and other related parties, for certain losses, including losses resulting from its business, whether arising from actions occurring before or after the date of the split-off, or from breaches of the Separation and Distribution Agreement or the related ancillary agreements by the other party.

Tax Sharing Agreement

Pursuant to the Tax Sharing Agreement, SDS and SpinCo allocate responsibility for U.S. federal, state and local and foreign income and other taxes relating to taxable periods before and after the split-off, and provide for computing and apportioning tax liabilities and tax benefits between the parties. SpinCo is generally responsible for all taxes attributable to the Availability Business for periods subsequent to the split-off, and certain non-income taxes attributable to the Availability Business for any taxable period that ends on or before the date of the split-off.

In the Tax Sharing Agreement, each of Capital, SDS and SpinCo, among other things (i) represent that they and their subsidiaries have no plan or intention to take or fail to take any action that would be inconsistent with the representations, statements, warranties and covenants provided to tax counsel in connection with their delivery of tax opinions to Capital, Capital II and SDS with respect to the split-off and certain related transactions and (ii) covenant that during the two-year period following the split-off they and their subsidiaries will not sell, issue or redeem their equity securities (except in connection with certain specified transactions), redeem or otherwise repay any of the SpinCo senior notes issued in connection with the split-off, liquidate, merge or consolidate with another person or sell or dispose of a substantial portion of their assets. During this two-year period, each of Capital and SpinCo and their respective subsidiaries may take certain actions prohibited by their respective covenants if they receive an IRS ruling or a favorable opinion of tax counsel or a nationally recognized accounting firm, reasonably satisfactory to the other party, to the effect that these actions should not affect the tax-free nature of the split-off and related transactions; provided, however, that, in the case of any action to be taken in the first year after the split-off, SpinCo must also obtain the written consent of Capital. Regardless of the receipt of any such IRS ruling or opinion or the consent of Capital, SDS must indemnify SpinCo and its subsidiaries, and SpinCo must indemnify SDS and Capital and their subsidiaries, for certain taxes resulting from the action taken and relating to the split-off or related transactions. SDS is also required to indemnify SpinCo and its subsidiaries, and SpinCo is required to indemnify SDS and Capital and their subsidiaries, for certain taxes relating to the split-off and certain related transactions that result from (i) any breach of the representations regarding, or the covenants regarding the preservation of, the intended tax-free treatment of the split-off and such related transactions undertaken in connection with the split-off, (ii) any action or omission that is inconsistent with the representations, statements, warranties and covenants provided to tax counsel in connection with their delivery of tax opinions to Capital, Capital II and SDS with respect to the split-off and certain related transactions, and (iii) any other action or omission by it or any of its subsidiaries that was likely to give rise to such taxes when taken.

In addition, if the split-off and/or certain related transactions fail to qualify as tax-free transactions for reasons other than those for which SDS or SpinCo would be wholly responsible pursuant to the provisions described above, SpinCo will be obligated to indemnify Capital and SDS for 23% of the liability for taxes imposed in respect of the split-off and such related transactions and Capital will bear the remainder of such taxes. Further, under certain circumstances, if the split-off and certain related transactions become taxable to Capital, SpinCo will be required to reimburse Capital for its costs on account of certain tax benefits to SpinCo.

Trademark License Agreement

The Trademark License Agreement sets forth the license grant and terms under which SpinCo and its affiliates are permitted to use the mark “SUNGARD AVAILABILITY SERVICES,” certain abbreviations thereof, and certain domain names. Under the Trademark License Agreement, SpinCo and its affiliates have an exclusive worldwide license to the mark “SUNGARD AVAILABILITY SERVICES” in connection with its business as conducted immediately prior to the split-off. The mark is being registered in the United States and SpinCo has the right, at its sole expense, to request of SDS to register the mark in other jurisdictions. In addition, SpinCo has the right to use certain abbreviations of the mark and to use “sungardas” as part of its domain names (including for website and email addresses).

During the first two years following the split-off, the licensed mark is royalty free. In years 3, 4 and 5, SpinCo will pay a royalty payment of 0.30% of SpinCo’s worldwide revenue (not counting revenue from resellers that “white label” its services and do not use its name to sell the services). In years 6 and 7, the royalty is reduced to 0.15% and 0.075%, respectively. As of year 8, if SpinCo has paid all royalties, it will have a perpetual, royalty-free license to use the mark going forward. In year 6, SpinCo has the option to prepay the remaining royalties and then have a perpetual license. SpinCo also has the right to “buy out” the royalty payments and receive a perpetual license if SunGard undergoes a change of control prior to March 31, 2021.

Amended and Restated Capital Agreements

The A&R Management Agreement amends and restates the Management Agreement, dated as of August 11, 2005 (the “Prior Management Agreement”), by and among the SunGard Parties, Bain Capital Partners, LLC (“Bain”), Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C. (together with Blackstone Communications Advisors I L.L.C., “Blackstone”), Goldman Sachs & Co. (“Goldman Sachs”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Providence Equity Partners L.L.C. (“Providence”), Silver Lake Management Company, L.L.C. (“Silver Lake”) and TPG GenPar IV, L.P. (“TPG,” and collectively with Bain, Blackstone, Goldman Sachs, KKR, Providence and Silver Lake, the “Sponsors”). The provisions of the Prior Management Agreement relating to the payment of quarterly periodic fees and subsequent transaction fees by Capital and its subsidiaries to the Sponsors were amended to reflect the fact that Bain and KKR (such Sponsors, or their successors in this role, the “AS Sponsors”) are reducing the amount of management consulting services and operational advice they provide to Capital and its subsidiaries. Accordingly, the quarterly periodic management fee payable under the A&R Management Agreement is 1.1% of EBITDA for the prior calendar quarter, payable only to Blackstone, Goldman Sachs, Providence, Silver Lake and TPG in proportion to their respective ownership interests in Capital and its subsidiaries. The AS Sponsors will each receive a reduced management fee of $50,000 per quarter. The Sponsors will continue to be entitled to take an aggregate fee (a “Subsequent Fee “) equal to 1% of the gross transaction value of any future debt or equity financing, acquisition, disposition or change of control transaction having a gross transaction value exceeding $25 million. However, each Subsequent Fee will be divided among the Sponsors in proportion to the advisory services provided by each Sponsor in connection with the subsequent transaction, as determined by a two-thirds supermajority of the voting interests held by the Sponsors at the time of such subsequent transaction.

The A&R Principal Investor Agreement amends the Amended and Restated Principal Investor Agreement, dated as of November 7, 2012 (the “Prior Principal Investor Agreement”), by and among the funds comprising the shareholders designated as the “Principal Investor Groups” in the Certificate of Incorporation of Capital (each a “Principal Investor Group” and, collectively, the “Principal Investor Groups”) and the SunGard Parties. The Prior Principal Investor Agreement was amended to provide that the Principal Investor Groups whose designees are serving as directors of SpinCo will no longer be able to designate representatives to serve on the operating committee of Capital.

The A&R Stockholders Agreement amends the Amended and Restated Stockholders Agreement, dated as of November 7, 2012 (the “Prior Stockholders Agreement”), by and among the SunGard Parties and the stockholders of Capital and Capital II. The Prior Stockholders Agreement was amended to provide that, subject to certain limited exceptions, all stockholders party thereto will be prohibited from directly or indirectly selling, transferring or disposing of any shares of Capital, Capital II, Holding, Holdco LLC or SDS (i) for one year following the split-off and (ii) in the second year following the split-off unless accompanied by a tax opinion stating that the sale, transfer or disposition should not disqualify the split-off or any of the related transactions from tax-free treatment.

The A&R Participation Agreement amends the Amended and Restated Participation, Registration Rights and Coordination Agreement, dated as of November 7, 2012 (the “Prior Participation Agreement”), by and among the SunGard Parties, the Principal Investor Groups and certain other stockholders of Capital and Capital II. The Prior Participation Agreement was amended to clarify that the exercise of demand registration rights by the Principal Investor Groups is subject to the transfer restrictions in the A&R Stockholders Agreement and to remove the Availability Business from the definition of the businesses of SDS.

The foregoing description of the Separation Agreement, the Tax Sharing Agreement, the Trademark License Agreement and the Amended and Restated Capital Agreements do not purport to be complete and are qualified in the entirety by reference to the Separation Agreement, the Tax Sharing Agreement, the Trademark License Agreement, the A&R Management Agreement, the A&R Principal Investor Agreement, the A&R Participation Agreement, and the A&R Stockholders Agreement, which are filed as Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7 respectively, and each of which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.02 Results of Operations and Financial Condition.

The unaudited pro forma condensed consolidated financial information of Capital, Capital II and SDS, after giving effect to the split-off, and the related notes thereto, are attached hereto as Exhibit 99.2.

Item 2.06. Material Impairments.

Capital, Capital II and SDS (collectively with Capital and Capital II, the “Company”) concluded that a material non-cash charge for impairment to the SunGard trade name is required under U.S. generally accepted accounting principles and will be recorded in the Company’s results of operations for the three-month period ended March 31, 2014. The impairment is a result of the split-off and from the effects that the split-off has on the valuation assumptions underlying the trade name, primarily the change in use of the SunGard trade name post-split by the Availability Business. While the Company is in the process of completing its impairment calculation, the current estimate of the impairment charge is approximately $339 million, which has been reflected in the pro forma financial statements included in Exhibit 99.2 of this Form 8-K.

The Company is being assisted in its evaluation of its trade name by an independent valuation firm. The related valuation is being developed utilizing assumptions and projections that the Company believes to be reasonable and supportable and that reflect management’s best estimates of projected future performance of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2014, James H. Greene, Jr. resigned from the boards of directors of Capital, Capital II and SDS.

On March 31, 2014, John Park was elected to the board of directors of each of SCC, SCC II and SDS in accordance with the terms of (i) the Prior Stockholders Agreement, which gives each Principal Investor Group the right to designate one nominee to the board of directors of SCC, and (ii) the Prior Principal Investor Agreement, which provides for the boards of directors of SCC II, SDS and other specified holding companies to consist of the same members as the board of SCC. Mr. Park was designated by certain funds associated with KKR. Mr. Park will not serve on any committee of the boards of directors.

KKR, the Principal Investor Group that designated Mr. Park, and its respective affiliates have from time to time entered into, and may continue to enter into, arrangements with the Company to use the Company’s products and services, or for the Company to use products and services of KKR or its respective affiliates, in the ordinary course of business, which often result in revenues or costs to the Company in excess of $120,000 annually.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated financial information of Capital, Capital II and SDS for the years ended December 31, 2011, 2012 and 2013, and as of December 31, 2013, giving effect to the transactions, is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

Exhibit Number	Exhibit Title
2.1	Separation and Distribution Agreement, dated March 31, 2014, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc., Sungard Availability Services Capital, Inc., and Sungard Availability Services Holdings, LLC
2.2	Tax Sharing and Disaffiliation Agreement, dated March 31, 2014, by and among SunGard Capital Corp., SunGard Data Systems Inc., Sungard Availability Services Capital, Inc., and Sungard Availability Services Holdings, LLC
2.3	Trademark License Agreement, dated March 31, 2014, between SunGard Development LLC and Sungard Availability Services Capital, Inc.
2.4	Amended & Restated Management Agreement, dated March 31, 2014, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners L.L.C., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P.
2.5	Second Amended and Restated Principal Investor Agreement, dated March 31, 2014, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, and certain principal investor parties provided therein
2.6	Second Amended and Restated Participation, Registration Rights and Coordination Agreement, dated March 31, 2014, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, and certain stockholder parties provided therein
2.7	Second Amended and Restated Stockholders Agreement, dated March 31, 2014, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, and the stockholder parties provided therein
99.1	Press Release, dated March 31, 2014
99.2	Unaudited Pro Forma Condensed Consolidated Financial Information of Capital, Capital II and SDS for the years ended December 31, 2011, 2012 and 2013, and as of December 31, 2013

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 SunGard Data Systems Inc.
April 4, 2014	By:	/s/ Charles J. Neral
		Charles J. Neral
		Senior Vice President, Finance and Chief Financial Officer

Exhibit Index

Exhibit Number	Exhibit Title
2.1	Separation and Distribution Agreement, dated March 31, 2014, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc., Sungard Availability Services Capital, Inc., and Sungard Availability Services Holdings, LLC
2.2	Tax Sharing and Disaffiliation Agreement, dated March 31, 2014, by and among SunGard Capital Corp., SunGard Data Systems Inc., Sungard Availability Services Capital, Inc., and Sungard Availability Services Holdings, LLC
2.3	Trademark License Agreement, dated March 31, 2014, between SunGard Development LLC and Sungard Availability Services Capital, Inc.
2.4	Amended & Restated Management Agreement, dated March 31, 2014, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners L.L.C., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P.
2.5	Second Amended and Restated Principal Investor Agreement, dated March 31, 2014, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, and certain principal investor parties provided therein
2.6	Second Amended and Restated Participation, Registration Rights and Coordination Agreement, dated March 31, 2014, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, and certain stockholder parties provided therein
2.7	Second Amended and Restated Stockholders Agreement, dated March 31, 2014, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, and the stockholder parties provided therein
99.1	Press Release, dated March 31, 2014
99.2	Unaudited Pro Forma Condensed Consolidated Financial Information of Capital, Capital II and SDS for the years ended December 31, 2011, 2012 and 2013, and as of December 31, 2013

EX-2.1

Exhibit 2.1

EXECUTION VERSION

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND AMONG

SUNGARD CAPITAL CORP.,

SUNGARD CAPITAL CORP. II,

SUNGARD HOLDING CORP.,

SUNGARD HOLDCO LLC,

SUNGARD DATA SYSTEMS INC.,

SUNGARD AVAILABILITY SERVICES CAPITAL, INC.

AND

SUNGARD AVAILABILITY SERVICES HOLDINGS, LLC

Dated March 31, 2014

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		2
Section 1.01	Certain Defined Terms	2
Section 1.02	Interpretation and Rules of Construction	16
ARTICLE II ASSET TRANSFERS; ASSUMPTION OF LIABILITIES; CONTRIBUTION		17
Section 2.01	Transfer of Assets	17
Section 2.02	Assumption of Liabilities	19
Section 2.03	Termination of Intercompany Agreements	20
Section 2.04	Further Actions in Furtherance of the Separation	21
Section 2.05	Contribution	21
Section 2.06	Ancillary Agreements	21
Section 2.07	Financing Arrangements	21
Section 2.08	Disclaimer of Representations and Warranties	22
Section 2.09	Consents and Governmental Approvals	23
Section 2.10	Novation of Availability Liabilities	23
Section 2.11	Novation of SDS Liabilities	24
Section 2.12	Mixed Contracts	25
ARTICLE III CONDITIONS TO THE AS SEPARATION TRANSACTION AND CERTAIN POST-EXTERNAL SPLIT-OFF MATTERS		26
Section 3.01	General	26
Section 3.02	Conditions to the AS Separation Transaction	26
Section 3.03	Termination of Obligations under Article III	28
Section 3.04	The External Split-Off	28
Section 3.05	Paydown of Existing SDS Debt	28
ARTICLE IV MUTUAL RELEASES; INDEMNIFICATION		28
Section 4.01	Release of Pre-External Split-Off Claims	28
Section 4.02	Indemnification by AS SpinCo	30
Section 4.03	Indemnification by Capital, Capital II and SDS	31
Section 4.04	Indemnification Obligations Net of Insurance Proceeds	31
Section 4.05	Characterization of Payments	32
Section 4.06	Notice of Loss; Third Party Claims	33
Section 4.07	Remedies	34
Section 4.08	Tax Matters	34
Section 4.09	Additional Matters	34
Section 4.10	Survival of Indemnities	35
Section 4.11	Applicability of Limitations	35
Section 4.12	Contribution	35
ARTICLE V INSURANCE MATTERS		35
Section 5.01	Insurance Matters	35

i

ARTICLE VI EXCHANGE OF INFORMATION; CONFIDENTIALITY; LEGAL MATTERS		37
Section 6.01	Agreement for Exchange of Information; Archives	37
Section 6.02	Ownership of Information	38
Section 6.03	Compensation for Providing Information	38
Section 6.04	Record Retention	38
Section 6.05	Limitations of Liability	39
Section 6.06	Other Agreements Providing for Exchange of Information	39
Section 6.07	Production of Witnesses; Records; Cooperation	39
Section 6.08	Confidentiality	40
Section 6.09	Protective Arrangements	42
Section 6.10	Privileged Matters	42
Section 6.11	Control of Legal Matters	44
ARTICLE VII DISPUTE RESOLUTION		47
Section 7.01	Disputes	47
Section 7.02	Dispute Resolution	47
ARTICLE VIII FURTHER ASSURANCES		48
Section 8.01	Further Assurances	48
ARTICLE IX CERTAIN OTHER MATTERS		49
Section 9.01	Late Payments	49
Section 9.02	Certain Business Matters	49
Section 9.03	Financial Information Certifications	50
Section 9.04	Certain Intellectual Property Matters	50
Section 9.05	Third Party License Audits; Payments	51
Section 9.06	Telecom Agreements	51
Section 9.07	Cash Adjustment	52
Section 9.08	Net Working Capital Adjustment	53
ARTICLE X TERMINATION		55
Section 10.01	Termination	55
Section 10.02	Effect of Termination	55
ARTICLE XI MISCELLANEOUS		55
Section 11.01	Limitation of Liability	55
Section 11.02	Expenses	56
Section 11.03	Counterparts	56
Section 11.04	Notices	56
Section 11.05	Public Announcements	56
Section 11.06	Severability	57
Section 11.07	Entire Agreement	57
Section 11.08	Assignment	57
Section 11.09	Amendments	57
Section 11.10	Waiver	57
Section 11.11	No Third Party Beneficiaries	58
Section 11.12	Governing Law	58
Section 11.13	Waiver of Jury Trial	58
Section 11.14	Survival of Covenants	58

ii

SCHEDULES

Schedule 1.01(a)	Availability Litigation Matters
Schedule 1.01(b)	Availability Subsidiaries
Schedule 1.01(c)	SDS Litigation Matters
Schedule 2.01(a)(i)	Availability Assets
Schedule 2.01(b)(i)	SDS Assets
Schedule 2.03(b)(ii)	Continuing Contracts
Schedule 6.11(f)	Specified Litigation Matter
Schedule 9.06	Telecom Minimum Purchase Requirements

EXHIBITS

Exhibit A	Form of Availability Management Agreement
Exhibit B	Form of Availability Principal Investors Agreement
Exhibit C	Form of Availability Registration Rights Agreement
Exhibit D	Form of Availability Stockholders Agreement
Exhibit E	Form of Employee Matters Agreement
Exhibit F	Example Statement of Net Working Capital
Exhibit G	Form of IP Address Agreement
Exhibit H	Form of Sublease Agreement
Exhibit I	Form of Tax Sharing Agreement
Exhibit J	Form of Trademark Agreement
Exhibit K	Form of Transition Services Agreement

iii

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated March 31, 2014, by and among SUNGARD CAPITAL CORP., a Delaware corporation (“Capital”), SUNGARD CAPITAL CORP. II, a Delaware corporation (“Capital II”), SUNGARD HOLDING CORP., a Delaware corporation (“Holding”), SUNGARD HOLDCO LLC, a Delaware limited liability company (“Holdco LLC”), SUNGARD DATA SYSTEMS INC., a Delaware corporation (“SDS”), SUNGARD AVAILABILITY SERVICES CAPITAL, INC., a Delaware corporation (“AS SpinCo”), and SUNGARD AVAILABILITY SERVICES HOLDINGS, LLC, a Delaware limited liability company that is disregarded for U.S. federal income tax purposes (“Availability LLC”).

WHEREAS, SDS, directly and through its various subsidiaries, is engaged in the Availability Business, and is also engaged in the SDS Business (as such terms are defined below);

WHEREAS, the Boards of Directors of Capital, Capital II, Holding and SDS, and the Board of Managers of Holdco LLC, have determined that it is in the best interests of Capital, Capital II, Holding, Holdco LLC and SDS to separate the Availability Business from the SDS Business and that such separation is being carried out for valid and exigent corporate business purposes, including (i) providing a significant amount of stock (more than 5 percent), in a separate, independent company to the key Availability Business managers in order to retain and motivate such managers and to attract future key Availability Business managers, (ii) eliminating business model, governance and management conflicts between the Availability Business and the SDS Business, and (iii) providing each of the Availability Business and the SDS Business with the opportunity to pursue its own separate and distinct corporate opportunities and growth strategies;

WHEREAS, in order to effect such separation, except as otherwise provided herein or in any Ancillary Agreement, (i) the Availability Subsidiaries and all of the other Availability Assets and Availability Liabilities of a member of the SDS Group (as such terms are defined below) will be transferred to Availability LLC, which will be wholly owned by SDS and disregarded for U.S. federal income tax purposes, and (ii) all of the SDS Assets and the SDS Liabilities of a member of the Availability Group (as such terms are defined below) will be retained by or transferred to SDS and the SDS Subsidiaries, as applicable (such transactions, collectively, the “Internal Separation”);

WHEREAS, following the Internal Separation, SDS will transfer all of its ownership interests in Availability LLC to AS SpinCo (the “Contribution”) in exchange for (i) additional AS SpinCo Common Stock, (ii) the Cash Proceeds, and (iii) AS SpinCo Notes (as such terms are defined below);

WHEREAS, in connection with the Internal Separation, the Contribution and the First Internal Spin-Off, SDS will effect the Debt Exchange pursuant to the Debt Exchange Agreement (as such terms are defined below), and repay certain indebtedness owed under SDS’s existing credit facilities with proceeds received in connection with the Contribution from AS SpinCo and borrowed by AS SpinCo under its credit facilities (the “Debt Repayment”);

WHEREAS, immediately following the Contribution (i) SDS will distribute all of the outstanding shares of AS SpinCo’s common stock, par value $0.001 per share (the “AS SpinCo Common Stock”), to Holdco LLC; (ii) Holdco LLC will distribute the AS SpinCo Common Stock to Holding (the transactions described in clauses (i) – (ii), collectively, the “First Internal Spin-Off”); and (iii) Holding will distribute the AS SpinCo Common Stock to Capital II (the “Second Internal Spin-Off”) (the transactions described in clauses (i) – (iii), collectively, the “Internal Spin-Offs”);

WHEREAS, following the Contribution and the Internal Spin-Offs, pursuant to Section 4.3 of the Stockholders Agreement, the holders of 11.5% cumulative preferred stock, par value $0.001 per share (the “Capital II Preferred”), of Capital II will exchange, on a pro rata basis and at fair market value, a portion of their shares of Capital II Preferred for all of the outstanding shares of AS SpinCo Common Stock (the “External Split-Off”);

WHEREAS, the Parties intend that the Contribution and the First Internal Spin-Off qualify as a reorganization under Section 368(a)(1)(D) of the Code (as defined herein), in which no gain or loss is recognized by SDS and with each of SDS and AS SpinCo as a party to the reorganization, and this Agreement is intended to be, and is hereby adopted as, a plan of reorganization under Section 368 of the Code;

WHEREAS, the Debt Repayment is intended to qualify as a transfer under Section 361(b) of the Code such that no gain is recognized upon the receipt of the cash proceeds by SDS in connection with the Contribution and the Debt Exchange is intended to qualify as a distribution and exchange of “qualified property” under Section 361(c);

WHEREAS, the First Internal Spin-Off, the Second Internal Spin-Off and the External Split-Off are intended to qualify for non-recognition of gain or loss under Section 355 of the Code; and

WHEREAS, the parties hereto have determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the AS Separation Transaction, and to set forth the agreements that will govern certain matters following the External Split-Off;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms. For purposes of this Agreement:

“Accounting Firm” has the meaning set forth in Section 9.07(b).

“Action” means any claim, action, demand, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

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“Adjustment Dispute Notice” has the meaning set forth in Section 9.08(b).

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Agreement” has the meaning set forth in the Preamble.

“Agreement Disputes” has the meaning set forth in Section 7.01.

“Ancillary Agreements” means the Employee Matters Agreement, the Implementation Agreements, the IP Address Agreement, the Trademark Agreement, the Sublease Agreement, the Tax Sharing Agreement and the Transition Services Agreement.

“A&R Management Agreement” means the Amended and Restated Management Agreement to be entered into, effective as of the Distribution Date, by and among Capital, Capital II, Holding, Holdco LLC, SDS, Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P., Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners L.L.C., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P.

“A&R Principal Investors Agreement” means the Second Amended and Restated Principal Investors Agreement to be entered into, effective as of the Distribution Date, by and among Capital, Capital II, Holding, Holdco LLC, SDS and the investors identified therein.

“AS Separation Transaction” means the Internal Separation, the Contribution, the Internal Spin-Offs, and the External Split-Off.

“Assets” means, with respect to any specified Person, the assets, properties, claims, rights and goodwill of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, directly or indirectly owned by such Person or to which it is directly or indirectly entitled, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including the following:

(a) all accounting and other books, records and files whether in printed or electronic form, including microfilm, microfiche, computer tape, magnetic tape or disc or in any other form;

(b) all apparatuses, computers and other electronic data processing and communications equipment, IT Assets, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(c) all inventories of materials, parts, supplies, and work-in-process and finished goods and products;

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(d) all interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of an Encumbrance in real property, lessor, sublessor, lessee, sublessee or otherwise;

(e) all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

(f) all Contracts, including license agreements, leases of personal property, open purchase orders for supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts;

(g) all deposits, letters of credit and performance and surety bonds;

(h) all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and operating and maintenance manuals, including any materials and analyses prepared by consultants or other third parties;

(i) all Intellectual Property and licenses from third Persons granting the right to use any Intellectual Property;

(j) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product literature, artwork, design, development files, vendor and customer specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(k) all prepaid expenses, trade accounts and other accounts receivables and notes receivables;

(l) all claims, rights or benefits against any Person or pursuant to any Action, choses in action or similar rights, whether accrued or contingent;

(m) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(n) to the extent transferable, all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority;

(o) all cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

(p) all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements.

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“AS SpinCo” has the meaning set forth in the Preamble.

“AS SpinCo Balance Sheet” means the audited balance sheet of AS SpinCo, including the notes thereto, as of December 31, 2013.

“AS SpinCo Bank Debt” means the indebtedness incurred by AS SpinCo on the Distribution Date under the Credit Agreement to be entered into, effective as of the Distribution Date, by and among AS SpinCo, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, the aggregate principal amount of which shall not exceed $1.025 billion, and the cash proceeds of which (net of costs and other out-of-pocket expenses incurred by AS SpinCo in connection with the incurrence of such indebtedness) will be used as partial consideration in connection with the Contribution.

“AS SpinCo Notes” means new senior notes to be issued by AS SpinCo to SDS on or prior to the Distribution Date in connection with the Contribution, having an aggregate principal amount of $425,040,000 and a term of eight years.

“Availability Assets” has the meaning set forth in Section 2.01(a).

“Availability Business” means the business of SDS and its Subsidiaries identified as “Availability Services” in SDS’s filings with the SEC, including SDS’s Form 10-K and financial statements for the year ended December 31, 2013, to the extent such business is conducted by the Availability Group immediately prior to the Distribution Date.

“Availability Contracts” means the following Contracts, whether or not in writing, except for any such Contract that is expressly contemplated to be retained by SDS or any member of the SDS Group pursuant to any provision of this Agreement or any Ancillary Agreement:

(a) any Contract entered into in the name of, or expressly on behalf of, any division or business unit of the Availability Group;

(b) any Contract that relates primarily to the Availability Business;

(c) any Contract that is otherwise expressly contemplated to be assigned to any member of the Availability Group pursuant to this Agreement or any of the Ancillary Agreements; and

(d) any guarantee, indemnity, representation, warranty or other Liability of any member of the Availability Group or the SDS Group in respect of any Availability Contract, any Availability Liability or the Availability Business (including guarantees of financing incurred by customers or other third parties in connection with purchases of products or services from the Availability Business).

“Availability Group” means AS SpinCo, Availability LLC, each Availability Subsidiary and each other Person that is either controlled by AS SpinCo immediately after the Distribution Date or contemplated to be controlled by AS SpinCo immediately after the Distribution Date pursuant to the terms hereof.

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“Availability Indemnified Party” has the meaning set forth in Section 4.03.

“Availability Investor Agreements” means the Availability Principal Investors Agreement, the Availability Registration Rights Agreement and the Availability Stockholders Agreement.

“Availability Liabilities” means, except to the extent provided in this Agreement or any Ancillary Agreement, any and all Liabilities to the extent relating to, arising out of or resulting from the conduct of the Availability Business, regardless of (a) when or where such Liabilities arose or arise; (b) whether such Liabilities arise from facts or occurrences existing prior to, on or after the date hereof or the Distribution Date; (c) where or against which or whom such Liabilities are asserted (including any Liabilities arising out of claims made by AS SpinCo’s directors, officers, employees, agents or Affiliates); (d) whether such Liabilities are determined prior to the date hereof or prior to or after the Distribution Date; and (e) whether such Liabilities arise from or are alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any member of the Availability Group or any of its directors, officers, employees, agents or Affiliates, including:

(i) subject to Section 4.02(b) and Section 4.03(b), 23% of any and all Liabilities arising from or relating to any action brought by any Person (other than a member of the SDS Group or a member of the Availability Group) against a member of the SDS Group or a member of the Availability Group with respect to the AS Separation Transaction, including any such Liabilities arising under any of the Availability Management Agreement, the Availability Principal Investors Agreement, the A&R Management Agreement and the A&R Principal Investors Agreement with respect to, in each case, the AS Separation Transaction;

(ii) any and all Liabilities that are set forth in this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained, performed, discharged or assumed by AS SpinCo or any other member of the Availability Group;

(iii) any and all Liabilities (other than as provided in any Ancillary Agreement) to the extent relating to, arising out of or resulting from:

(A) the conduct of the Availability Business at any time prior to, on or after the Distribution Date (including any such Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of a member of the Availability Group (whether or not such act or failure to act is or was within such Person’s authority));

(B) the conduct of any business (other than the Availability Business) by any member of the Availability Group at any time after the Distribution Date (including any such Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of a member of the Availability Group (whether or not such act or failure to act is or was within such Person’s authority));

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(C) any Availability Assets; or

(D) any Availability Litigation Matter, any Future Availability Litigation Matter and, to the extent relating to the Availability Business, any Joint Litigation Matter or Future Joint Litigation Matter;

(iv) any and all Liabilities reflected on the AS SpinCo Balance Sheet (or in the notes thereto) or incurred by SDS or its Subsidiaries after the date of the AS SpinCo Balance Sheet that would be reflected on the balance sheet of AS SpinCo as of the Distribution Date if a balance sheet as of such date were prepared using the same principles and accounting policies under which the AS SpinCo Balance Sheet was prepared; and

(v) any and all Other Financial Liabilities to the extent relating to, arising out of or resulting from the conduct of the Availability Business.

“Availability Licensed IP” means the Intellectual Property owned by a member of the SDS Group immediately after the Internal Separation that was used by the Availability Business prior to the Internal Separation; excluding any (a) Intellectual Property used by a member of the Availability Group solely pursuant to any Long-Term Customer Agreement; and (b) Trademarks.

“Availability Litigation Matters” means the Actions set forth on Schedule 1.01(a) and any other Actions commenced before the Distribution Date that relate to the Availability Assets, the Availability Liabilities or the Availability Business and do not relate to the SDS Assets, the SDS Liabilities or the SDS Business. For purposes of determining whether an Action relates to (a) the SDS Assets, the SDS Liabilities or the SDS Business or (b) the Availability Assets, the Availability Liabilities or the Availability Business, the involvement before the Distribution Date of one or more of the corporate functions of SDS (e.g., treasury, legal, compliance, corporate governance, tax and human resources) shall be disregarded.

“Availability LLC” has the meaning set forth in the Recitals.

“Availability Management Agreement” means the Management Agreement to be entered into, effective as of the Distribution Date, by and among AS SpinCo, Availability LLC, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners L.L.C., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P., substantially in the form attached hereto as Exhibit A.

“Availability Principal Investors Agreement” means the Principal Investors Agreement to be entered into, effective as of the Distribution Date, by and among AS SpinCo, Availability LLC and the investors identified therein, substantially in the form attached hereto as Exhibit B.

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“Availability Registration Rights Agreement” means the Participation, Registration Rights and Coordination Agreement to be entered into, effective as of the Distribution Date, by and among AS SpinCo, Availability LLC and the investors identified therein, substantially in the form attached hereto as Exhibit C.

“Availability Releasees” has the meaning set forth in Section 4.01(b).

“Availability Releasors” has the meaning set forth in Section 4.01(a).

“Availability Stockholders Agreement” means the Stockholders Agreement to be entered into, effective as of the Distribution Date, by and among AS SpinCo, Availability LLC and the stockholders identified therein, substantially in the form attached hereto as Exhibit D.

“Availability Subsidiaries” means (a) prior to the Internal Separation, all Subsidiaries listed in Schedule 1.01(b), and (b) after giving effect to the AS Separation Transaction, all of the Subsidiaries of AS SpinCo, including the Subsidiaries listed on Schedule 1.01(b).

“Availability Third Party Claims” has the meaning set forth in Section 6.11(c).

“Business Day” means 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 Philadelphia, PA.

“Capital” has the meaning set forth in the Preamble.

“Capital II” has the meaning set forth in the Preamble.

“Cash” means cash and cash equivalents (including marketable securities and short-term investments); provided that Cash shall be calculated net of any uncleared checks issued by any member of the Availability Group and shall include any cash and checks received by any member of the Availability Group or its banks, in each case whether or not cleared as of the applicable time (provided such checks clear).

“Cash Dispute Notice” has the meaning set forth in Section 9.07(b).

“Cash Proceeds” means the cash proceeds received by SDS as partial consideration for the Contribution.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Confidential Information” has the meaning set forth in Section 6.08(a).

“Confidential Personal Information” shall mean information about identifiable individuals (including identifiable consumers or employees or other personnel) which SDS, AS SpinCo, any of their respective Subsidiaries or any of their respective employees, agents or representatives provides access or transfers to the other Party, any of its Subsidiaries or any of their respective employees, agents or representatives hereunder or which any of the foregoing

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otherwise collects, uses, discloses, processes or otherwise handles in connection with this Agreement or any Ancillary Agreement, including any (a) information: (i) a consumer provides to SDS, AS SpinCo, any of their respective Subsidiaries or any of their respective employees, agents or representatives to obtain a product or service; (ii) about a consumer resulting from any transaction involving a product or service between SDS, AS SpinCo, any of their respective Subsidiaries or any of their respective employees, agents or representatives and a consumer, or (iii) SDS, AS SpinCo, or any of their Subsidiaries or any of their respective employees, agents or representatives otherwise obtain about a consumer in connection with providing a product or service to that consumer; (b) list, description, or other grouping of consumers that is derived using any information of the type described in subsection (a) hereof; and (c) employment and personnel records and related information of SDS, Availability, any of their respective Subsidiaries or any of their respective employees, agents or representatives.

“Consents” means any consents, waivers or approvals from, or notification requirements to, any third parties.

“Contracts” means any contract, agreement, lease, license, sales order, purchase order, instrument or other commitment, whether written or unwritten, that is binding on any Person or any part of its property under applicable Law.

“Continuing Contract” has the meaning set forth in Section 2.03(b).

“Contribution” has the meaning set forth in the Recitals.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“Debt Exchange” means the transfer by SDS of AS SpinCo Notes in exchange for 7 ³⁄₈% Senior Notes due 2018 issued by SDS pursuant to the Debt Exchange Agreement.

“Debt Exchange Agreement” means the Exchange Agreement, dated as of March 17, 2014, by and among SDS, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Inc. and, for the limited purposes stated therein, AS SpinCo.

“Distribution Date” means the date on which the Contribution, the Internal Spin-Offs and the External Split-Off are consummated.

“Distribution Date Cash Statement” has the meaning set forth in Section 9.07(a).

“Drag Along Notice” has the meaning set forth in Section 3.02(a)(i).

“Employee Matters Agreement” means the Employee Matters Agreement by and between SDS and AS SpinCo, substantially in the form attached hereto as Exhibit E, dated as of the Distribution Date and thereafter as amended.

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“Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien or encumbrance, other than any license of, option to license, or covenant not to assert claims of infringement, misappropriation or other violation with respect to, Intellectual Property.

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, consent decree or judgment, in each case in effect as of the date hereof, relating to pollution or protection of the environment.

“Environmental Liability” means any claim, demand, order, suit, obligation, Liability, cost (including the cost of any investigation, testing, compliance or remedial action), consequential damages, loss or expense (including reasonable and incurred attorney’s and consultant’s fees and expenses) arising out of, relating to or resulting from any Environmental Law or environmental, health or safety matter or condition, including natural resources, and related in any way to the Availability Assets or the SDS Assets following the Distribution Date, as applicable, in each case whether arising or incurred before, at or after the External Split-Off.

“Escalation Notice” has the meaning set forth in Section 7.02(a).

“Example Statement of Net Working Capital” means the statement of the aggregate value of certain of the current assets of the members of the Availability Group less the aggregate value of certain of the current liabilities of the members of the Availability Group, in each case, determined on a consolidated basis without duplication as of 11:59 pm on the dates set forth therein, and attached hereto as Exhibit F.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Existing SDS Debt” means all of the outstanding indebtedness of SDS as of the Distribution Date, including indebtedness issued in connection with the SDS Credit Agreements, the SDS Senior Notes and the SDS Senior Subordinated Notes due 2019.

“External Split-Off” has the meaning set forth in the Recitals.

“Final Determination” has the meaning set forth in the Tax Sharing Agreement.

“First Internal Spin-Off” has the meaning set forth in the Recitals.

“Future Availability Litigation Matter” has the meaning specified in Section 6.11(b)(ii).

“Future Joint Litigation Matter” has the meaning specified in Section 6.11(b)(iii).

“Future SDS Litigation Matter” has the meaning specified in Section 6.11(b)(i).

“Governmental Approvals” means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

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“Governmental Authority” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Group” means the SDS Group or the Availability Group, as the context requires.

“Holdco LLC” has the meaning set forth in the Preamble.

“Holding” has the meaning set forth in the Preamble.

“Implementation Agreements” means the agreements necessary to implement the Internal Separation, including the contribution agreements, asset transfer agreements, share transfer agreements, bills of sale, assignment and assumption agreements, real estate transfer documents, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment among members of the SDS Group, on the one hand, and members of the Availability Group, on the other hand, pursuant to which (i) Availability Subsidiaries, Availability Assets and Availability Liabilities will be transferred to or assumed by members of the Availability Group; and (ii) SDS Subsidiaries, SDS Assets and SDS Liabilities will be transferred to or assumed by the members of the SDS Group.

“Indemnifying Party” has the meaning set forth in Section 4.04(a).

“Indemnified Party” has the meaning set forth in Section 4.04(a).

“Indemnity Payment” has the meaning set forth in Section 4.04(a).

“Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“Initial Net Working Capital Statement” has the meaning set forth in Section 9.08(a).

“Insurance Proceeds” means those monies:

(a) received by an insured from an insurance carrier; or

(b) paid by an insurance carrier on behalf of the insured, in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof.

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“Intellectual Property” means, in any and all jurisdictions worldwide, all (i) patents, patent applications, utility models, inventions and discoveries, statutory invention registrations, mask works, invention disclosures and industrial designs; (ii) trademarks, service marks, domain names, uniform resource locators, trade dress, trade names, geographical indications and other identifiers of source or goodwill, including the goodwill symbolized thereby or associated therewith (collectively, “Trademarks”); (iii) works of authorship (including with respect to Software) and copyrights, and moral rights, design rights and database rights therein and thereto, excluding, for the purpose of the license grants in Section 9.04, marketing and/or business plan materials of the SDS Business or the Availability Business; (iv) confidential and proprietary information, including trade secrets, know-how and invention rights; (v) rights of privacy and publicity; (vi) registrations, applications, renewals and extensions for any of the foregoing in clauses (i) - (v) and (vii) internet or intranet websites.

“Intercompany Agreements” has the meaning set forth in Section 2.03(a).

“Intercompany Balances” means all intercompany accounts receivable, accounts payable, loans and corporate cross-charges (other than current intercompany accounts receivables and accounts payable arising out of the Ordinary Course of Business or any balances outstanding under any Continuing Contract), including the interest accrued thereon as of the date hereof, between any member of the Availability Group, on the one hand, and any member of the SDS Group, on the other hand.

“Internal Separation” has the meaning set forth in the Recitals.

“Internal Spin-Offs” has the meaning set forth in the Recitals.

“IP Address Agreement” means the IP Address Agreement to be entered into by and between SDS and AS SpinCo, effective as of the Distribution Date, substantially in the form attached hereto as Exhibit G.

“IT Assets” means Software, systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation.

“Joint Litigation Matter” means each Action commenced before the Distribution Date that involves as a named party one or more members of the SDS Group or the Availability Group and is not an Availability Litigation Matter or an SDS Litigation Matter.

“Joint Third Party Claims” has the meaning set forth in Section 6.11(c).

“Law” means any U.S. or non-U.S. federal, national, supranational, state, provincial local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

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“Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

“Licensee Group” has the meaning set forth in Section 9.05.

“Licensor Group” has the meaning set forth in Section 9.05.

“Long-Term Customer Agreements” has the meaning set forth in Section 2.03(b)(ii).

“Loss” has the meaning set forth in Section 4.02.

“Net Working Capital” means the aggregate value of certain assets of the members of the Availability Group less the aggregate value of certain liabilities of the members of the Availability Group, in each case, determined on a consolidated basis without duplication as of 11:59 pm on the Distribution Date and calculated in accordance with the practices and methodologies applied in preparing the Example Statement of Net Working Capital (including by (a) including only assets and liabilities to the extent that such assets and liabilities are of the type and kind included in the Example Statement of Net Working Capital and (b) establishing levels of reserves in the same manner as such reserves were established in preparing the Example Statement of Net Working Capital). For the avoidance of doubt, in calculating “Net Working Capital”, “certain assets” shall exclude “Cash” and “certain liabilities” shall exclude any amounts to the extent covered by the categories of transaction-related expenses included in clause (b) of the definition of “Target Cash Amount”.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Other Financial Liabilities” means all Liabilities of any member of the SDS Group or Availability Group, as the case may be, of a financial nature with third parties existing on the date hereof or entered into or established between the date hereof and the Distribution Date, including any of the following:

(a) foreign exchange contracts;

(b) letters of credit;

(c) guarantees of third party loans to customers;

(d) surety bonds (excluding surety for workers’ compensation self-insurance);

(e) interest support agreements on third party loans to customers;

(f) performance bonds or guarantees issued by third parties;

(g) swaps or other derivatives contracts; and

(h) recourse arrangements on the sale of receivables or notes.

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“Overage” has the meaning set forth in Section 9.06.

“Party” means Capital, Capital II, Holding, Holdco LLC, SDS and their Subsidiaries (including those formed or acquired after the date hereof) or AS SpinCo, Availability LLC and their Subsidiaries (including those formed or acquired after the date hereof).

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Prime Rate” means the rate which JPMorgan Chase Bank (or any successor thereto or other major money center commercial bank agreed to by the Parties) announces from time to time as its prime lending rate in the United States, as in effect from time to time.

“Second Internal Spin-Off” has the meaning set forth in the Recitals.

“SDS” has the meaning set forth in the Preamble.

“SDS Assets” has the meaning set forth in Section 2.01(b).

“SDS Business” means the businesses conducted by SDS and its Subsidiaries other than the Availability Business.

“SDS Credit Agreements” means (a) the Amended and Restated Credit Agreement, dated as of August 11, 2005, as amended and restated from time to time, among SDS, Holdco LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto and (b) the Second Amended and Restated Credit and Security Agreement, dated as of December 19, 2012, by and among SunGard AR Financing LLC as the Borrower, the financial institutions party thereto from time to time as the Lenders, and General Electric Capital Corporation as a Lender, Swing Line Lender and Administrative Agent.

“SDS Group” means Capital, Capital II, Holding, Holdco LLC, SDS, each SDS Subsidiary and each Person (other than any member of the Availability Group) that is either controlled by SDS immediately after the Distribution Date or contemplated to be controlled by SDS immediately after the Distribution Date pursuant to the terms hereof.

“SDS Indemnified Party” has the meaning set forth in Section 4.02.

“SDS Liabilities” means all Liabilities of SDS and any member of the SDS Group, other than the Availability Liabilities. For the avoidance of doubt, “SDS Liabilities” include (a) subject to Section 4.02(b) and Section 4.03(b), 77% of any and all Liabilities arising from or relating to any action brought by any Person (other than a member of the SDS Group or a member of the Availability Group) against a member of the SDS Group or a member of the Availability Group with respect to the AS Separation Transaction, including any such Liabilities arising under any of the Availability Management Agreement, the Availability Principal

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Investors Agreement, the A&R Management Agreement and the A&R Principal Investors Agreement with respect to, in each case, the AS Separation Transaction and (b) Joint Litigation Matters and Future Joint Litigation Matters to the extent related to the SDS Business.

“SDS Licensed IP” means the Intellectual Property owned by a member of the Availability Group immediately after the Internal Separation that was used by the SDS Business prior to the Internal Separation; excluding any (a) Intellectual Property used by a member of the SDS Group solely pursuant to any Long-Term Customer Agreement; and (b) Trademarks.

“SDS Litigation Matters” means the Actions set forth on Schedule 1.01(c) and any other Actions commenced before the Distribution Date that relate to the SDS Assets, the SDS Liabilities or the SDS Business and do not relate to the Availability Assets, the Availability Liabilities or the Availability Business. For purposes of determining whether an Action relates to (a) the SDS Assets, the SDS Liabilities or the SDS Business or (b) the Availability Assets, the Availability Liabilities or the Availability Business, the involvement before the Distribution Date of one or more of the corporate functions of SDS (e.g., treasury, legal, compliance, corporate governance, tax and human resources) shall be disregarded.

“SDS Policies” means all property, casualty and liability insurance policies and programs of SDS or its Subsidiaries in effect before the Distribution Date.

“SDS Releasors” has the meaning set forth in Section 4.01(b).

“SDS Releasees” has the meaning set forth in Section 4.01(a).

“SDS Senior Notes” means the 7 ³⁄₈% Senior Notes due 2018 issued by SDS and the 7 ⁵⁄₈% Senior Notes due 2020 issued by SDS.

“SDS Subsidiaries” means all of the subsidiaries of SDS after giving effect to the AS Separation Transaction.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, together with the rules and regulations promulgated thereunder.

“Shortfall” has the meaning set forth in Section 9.06.

“Software” means all (a) computer programs, applications, systems and code, including software implementations of algorithms, models and methodologies, program interfaces and source code and object code; (b) databases and compilations, including data and collections of data, whether machine-readable or otherwise; (c) development and design tools, library functions and compilers; (d) technology supporting websites, and the contents and audiovisual displays of websites; and (e) media, documentation and other works of authorship, including user manuals and training materials, relating to or embodying any of the foregoing or on which any of the foregoing is recorded.

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“Stockholders Agreement” means that certain Amended and Restated Stockholders Agreement, dated as of November 7, 2012, by and among Capital, Capital II, Holding, Holdco LLC, SDS and certain stockholders of Capital and Capital II.

“Sublease Agreement” means the Sublease Agreement to be entered into by and between SDS and SunGard Availability Services LP, a Pennsylvania limited partnership, effective as of the Distribution Date, substantially in the form attached hereto as Exhibit H.

“Subsidiary” of any Person means any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, more than 50% of the equity interests of which are owned, directly or indirectly, by such first Person.

“Target Cash Amount” means (a) $100 million to provide for the appropriate level of capitalization of AS SpinCo on the Distribution Date plus (b) $6,295,096 representing (i) the estimated amount that AS SpinCo will need to pay for transaction-related expenses incurred (A) on or prior to the Distribution Date but which are to be paid by AS SpinCo after the Distribution Date or (B) in connection with post-Distribution Date “clean-up” matters related to the transaction, and (ii) the approximate value of the AS SpinCo equity held by employees of the SDS Group immediately after the External Split-Off.

“Tax Sharing Agreement” means the Tax Sharing and Disaffiliation Agreement to be entered into by and between SDS, AS SpinCo and Availability LLC, effective as of the Distribution Date, substantially in the form attached hereto as Exhibit I.

“Taxes” has the meaning set forth in the Tax Sharing Agreement.

“Third Party Claim” has the meaning set forth in Section 4.06(b).

“Third Party IP and Software” means any Intellectual Property and/or Software that is licensed or sublicensed from a third party that is not a member of the Availability Group or the SDS Group.

“Third Party License” means any agreement pursuant to which Third Party IP and Software is licensed to a member of the Availability Group or the SDS Group.

“Trademark Agreement” means the Trademark License Agreement to be entered into by and between SunGard Development LLC and AS SpinCo, effective as of the Distribution Date, substantially in the form attached hereto as Exhibit J.

“Trademarks” has the meaning set forth in the definition of “Intellectual Property”.

“Transition Services Agreement” means the Transition Services Agreement to be entered into by and between SDS and AS SpinCo, effective as of the Distribution Date, substantially in the form attached hereto as Exhibit K.

Section 1.02 Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement;

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(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein;

(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(g) references to a Person are also to its successors and permitted assigns;

(h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(i) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.

ARTICLE II

ASSET TRANSFERS; ASSUMPTION OF LIABILITIES; CONTRIBUTION

Section 2.01 Transfer of Assets.

(a) Transfer of Assets to Availability LLC. On the terms and subject to the conditions set forth in this Agreement and pursuant to the Implementation Agreements, prior to the Contribution, except as otherwise provided in this Agreement or any Ancillary Agreement, SDS shall, and shall cause the applicable SDS Subsidiaries to, contribute, assign, transfer, convey and deliver to Availability LLC or an Availability Subsidiary and, Availability LLC shall, or shall cause the appropriate Availability Subsidiary to, accept from SDS and the SDS Subsidiaries, all of SDS’ and the SDS Subsidiaries’ respective rights, title and interest in and to the Availability Subsidiaries and all other Availability Assets that are not already owned, leased, licensed or otherwise held by a member of the Availability Group. “Availability Assets” means all of the right, title and interest in and to the following Assets (other than the SDS Assets):

(i) any and all Assets that are expressly contemplated by this Agreement (including those Assets listed on Schedule 2.01(a)(i)) or any Ancillary Agreement as Assets which have been or are to be transferred to Availability LLC or any Availability Subsidiary;

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(ii) except to the extent transferred pursuant to subsection (i) above, any and all Assets reflected on the AS SpinCo Balance Sheet, subject to any disposition of such Assets in the Ordinary Course of Business subsequent to the date of the AS SpinCo Balance Sheet;

(iii) any and all Assets that have been written off, expensed or fully depreciated that, had they not been written off, expensed or fully depreciated, would have been reflected in the AS SpinCo Balance Sheet in accordance with the same principles and accounting policies under which the AS SpinCo Balance Sheet was prepared;

(iv) all Assets acquired by SDS or its Subsidiaries after the date of the AS SpinCo Balance Sheet that would be reflected on the consolidated balance sheet of AS SpinCo as of the Distribution Date if a balance sheet as of such date was prepared using the same principles and accounting policies under which the AS SpinCo Balance Sheet was prepared;

(v) all Availability Contracts and any rights or claims arising thereunder;

(vi) all Availability Third Party Claims and, to the extent relating to the Availability Business, Joint Third Party Claims;

(vii) all equipment that is specifically designed for, and primarily used in, the Availability Business, but excluding all computers, desks and other general office equipment and furniture that is identified on Schedule 2.01(b)(i);

(viii) to the extent permitted by applicable insurance policies, and subject to the express indemnification terms of this Agreement and SDS’s internal policies on allocations, all rights to the extent relating to the Availability Business under any of SDS’s insurance policies; and

(ix) except as expressly provided in this Agreement or any Ancillary Agreement, any and all Assets owned or held immediately prior to the Contribution by SDS or any of its Subsidiaries that are used primarily in the Availability Business and that are not otherwise reflected on the AS SpinCo Balance Sheet. No Asset shall be deemed to be an Availability Asset solely as a result of this clause (ix) if such Asset is expressly covered by the subject matter of an Ancillary Agreement or a Long-Term Customer Agreement or will be utilized by a member of the SDS Group to provide one or more transition services under the Transition Services Agreement. In addition, no Asset shall be deemed an Availability Asset solely as a result of this clause (ix) unless AS SpinCo makes a claim with respect thereto on or prior to the fifth anniversary of the Distribution Date.

(b) Transfer of Assets to SDS. On the terms and subject to the conditions set forth in this Agreement and pursuant to the Implementation Agreements, prior to the Contribution, SDS shall, and shall cause the applicable Availability Subsidiaries to, assign,

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transfer, convey and deliver to SDS or a member of the SDS Group, and SDS shall, or shall cause the appropriate member of the SDS Group to, accept from the Availability Subsidiaries, all of the Availability Subsidiaries’ respective rights, title and interest in and to all SDS Assets that are not already owned, leased, licensed or otherwise held by a member of the SDS Group. “SDS Assets” means all of the right, title and interest in and to all Assets of SDS and any of its Subsidiaries (including, for the avoidance of doubt, members of the Availability Group) other than the Availability Assets and, notwithstanding anything to the contrary in Section 2.01(a), the following Assets:

(i) the Assets listed or described on Schedule 2.01(b)(i);

(ii) any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by SDS or any other member of the SDS Group; and

(iii) subject to SDS’s internal policies on allocations, any insurance proceeds recoverable by any member of the Availability Group or the SDS Group.

(c) Assets Not Transferred; Obligation to Hold in Trust. In the event that at any time or from time to time (whether prior to, on or after the Distribution Date, including pursuant to Section 2.09(b)), any Party (or any member of such Party’s Group), shall receive or otherwise possess any Asset that is contemplated to be assigned to any other Person pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person possessing such Asset shall hold such Asset in trust for (and for the benefit and use, in so far as reasonably possible, of) any such other Person, and upon such transfer each Party shall reimburse the other or make financial or other adjustments to remedy any Liabilities resulting from such transfer or possession. In addition, the Person holding such Asset shall take such other actions as may be reasonably requested by the Person to which such Asset is to be transferred in order to place such Person, insofar as is reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Availability Assets or SDS Assets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assets, are to inure, on and after the Distribution Date, to the member or members of the Availability Group or the SDS Group entitled to the receipt of such Assets, as the case may be. It is the intent of the Parties that, as of the completion of the External Split-Off, no member of the SDS Group shall (i) own, lease or have any interest in (other than as a counterparty to any agreement or contract with any member of the Availability Group) or rights to any of the Availability Assets; or (ii) be liable for any Availability Liabilities.

Section 2.02 Assumption of Liabilities.

(a) Assumption of Availability Liabilities. On the terms and subject to the conditions set forth in this Agreement and pursuant to the Implementation Agreements, prior to the Contribution, SDS shall, and shall cause the applicable SDS Subsidiaries to, transfer to Availability LLC or an Availability Subsidiary and, Availability LLC shall, or shall cause the appropriate Availability Subsidiary to, assume, perform, discharge and fulfill, in accordance with their respective terms, all the Availability Liabilities.

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(b) Assumption of SDS Liabilities. On the terms and subject to the conditions set forth in this Agreement and pursuant to the Implementation Agreements, prior to the Contribution, SDS shall, and shall cause the applicable Availability Subsidiaries to, transfer to SDS or a member of the SDS Group and, SDS shall, or shall cause the appropriate member of the SDS Group to, assume, perform, discharge and fulfill, in accordance with their respective terms, all the SDS Liabilities.

Section 2.03 Termination of Intercompany Agreements.

(a) Except as set forth in Section 2.03(b), and in furtherance of the releases and other provisions of Section 4.01, Availability LLC and each Availability Subsidiary, on the one hand, and SDS and each member of the SDS Group, on the other hand, hereby terminate, effective as of the Distribution Date, any and all Contracts (and all other arrangements, commitments or understandings) between or among any member of the Availability Group, on the one hand, and SDS and/or any member of the SDS Group, on the other hand (the “Intercompany Agreements”). No Intercompany Agreement (including any provision thereof which purports to survive termination) shall be of any further force or effect after the External Split-Off. Each Party shall, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. If, as a result of mistake or oversight, any Intercompany Agreement is terminated pursuant to this Section 2.03(a), then, at the request of AS SpinCo or SDS, the Parties shall negotiate in good faith after the External Split-Off to determine whether, notwithstanding such termination, such Intercompany Agreement should continue following the External Split-Off and the terms and conditions upon which the Parties may continue with respect thereto.

(b) The provisions of Section 2.03(a) shall not apply to any of the following Contracts (the “Continuing Contracts”) (or to any of the provisions thereof):

(i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups);

(ii) any Contract listed or described on Schedule 2.03(b)(ii) (the “Long-Term Customer Agreements”);

(iii) any Contract to which any Person other than the Parties or any of the members of their respective Groups is a party; and

(iv) any other Contract that this Agreement or any Ancillary Agreement expressly contemplates will survive the External Split-Off.

(c) All of the Intercompany Balances shall, prior to or as of the Distribution Date, be repaid, settled or otherwise eliminated, by means of cash payments, a dividend, capital contribution, a combination of the foregoing or otherwise, as determined by SDS.

(d) As between the Parties (and the members of their respective Groups), all payments and reimbursements received on or after the Distribution Date by a Party or any member of its Group that relate to a business, Asset or Liability of the other Group and that have

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not been paid over to the applicable Party or any member of its Group shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the applicable Party the amount of such payment or reimbursement without right of set-off, net of any costs, including Tax costs, to the Party making the payment.

Section 2.04 Further Actions in Furtherance of the Separation. In furtherance of the Separation, each Party shall do, and shall cause each member of its respective Group to do, all things necessary, proper or advisable to effect the Separation, including executing and delivering the Implementation Agreements, to the extent necessary to evidence the transfer, conveyance and assignment of the Availability Subsidiaries, the Availability Assets and the Availability Liabilities, on the one hand, and the SDS Subsidiaries, the SDS Assets and the SDS Liabilities, on the other hand.

Section 2.05 Contribution. On the terms and subject to the conditions set forth in this Agreement and pursuant to a contribution agreement, prior to the First Internal Spin-Off, SDS shall effect the Contribution. In consideration for the Contribution, AS SpinCo shall (a) issue to SDS 197,705,449 shares of AS SpinCo Common Stock, (b) issue to SDS the AS SpinCo Notes and (c) pay to SDS the Cash Proceeds.

Section 2.06 Ancillary Agreements. Effective on or prior to the Distribution Date:

(a) each Party shall execute and deliver each of the Ancillary Agreements to which it is a party;

(b) SDS shall deliver to AS SpinCo the resignation of each individual who is an officer or director of any member of the Availability Group immediately prior to the Distribution Date and who will be an employee or officer of any member of the SDS Group immediately after the Distribution Date, and, to the extent necessary under applicable Law, the applicable Availability Group member shall accept such resignation; and

(c) AS SpinCo shall deliver to SDS the resignation of each individual who is an officer or director of any member of the SDS Group immediately prior to the External Split-Off and who will be an employee of any member of the Availability Group immediately after the External Split-Off, and, to the extent necessary under applicable Law, the applicable SDS Group member shall accept such resignation.

Section 2.07 Financing Arrangements.

(a) SDS shall, to the extent necessary to consummate the AS Separation Transaction without any breach of the terms of the Existing SDS Debt, use all reasonable efforts to obtain, prior to the Distribution Date, all necessary consents, waivers, releases or amendments under, from, of or to the Existing SDS Debt, on terms satisfactory to SDS in its sole discretion.

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(b) AS SpinCo shall, and shall cause its Subsidiaries to, enter into (on or prior to the Distribution Date) all necessary arrangements in respect of the incurrence of the AS SpinCo Bank Debt and the issuance of the AS SpinCo Notes.

(c) Each of AS SpinCo and SDS shall take, and shall cause its respective Subsidiaries to take, such actions as are reasonably necessary to consummate (substantially concurrently with the External Split-Off) the Debt Exchange.

(d) Without limiting the generality of the foregoing, each Party shall use its reasonable efforts to cause their respective employees, accountants, counsel and other representatives to reasonably cooperate with each other in carrying out the transactions contemplated by this Section 2.07 and in delivering all documents and instruments deemed reasonably necessary by SDS and AS SpinCo and otherwise cooperating and assisting in satisfying any conditions of the transactions contemplated by this Section 2.07.

Section 2.08 Disclaimer of Representations and Warranties.

(a) AS SpinCo (on behalf of itself and each member of the Availability Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no member of the SDS Group or any of their respective employees, agents or representatives is representing or warranting in any way as to the Availability Assets or Availability Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any Availability Asset or Availability Liability, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Availability Asset, including any accounts receivable, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any Availability Asset or thing of value upon the execution, delivery and filing hereof or thereof.

(b) Capital (on behalf of itself and each member of the SDS Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no member of the Availability Group or any of their respective employees, agents or representatives is representing or warranting in any way as to the SDS Assets or SDS Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any consents or approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any SDS Asset, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other SDS Asset, including any accounts receivable, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any SDS Asset or thing of value upon the execution, delivery and filing hereof or thereof.

(c) Except as may expressly be set forth herein or in any Ancillary Agreement, all such Assets are being transferred on an “as is,” “where is” basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall prove to be insufficient to vest in the transferee good title, free and clear of any Encumbrance; and (ii) any necessary Consents or Governmental Approvals are not obtained or that any requirements of Laws or judgments are not complied with.

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Section 2.09 Consents and Governmental Approvals.

(a) To the extent that any component of the AS Separation Transaction requires any material Consents or Governmental Approvals, the Parties shall use their reasonable efforts to obtain any such Consents and Governmental Approvals.

(b) If, and to the extent that, the valid, complete and perfected transfer, assignment or novation to Availability LLC or any Availability Subsidiary of any Availability Assets or Availability Liabilities, or to the SDS Group of any SDS Assets or SDS Liabilities, would be a material violation of applicable Law or requires any material Consent or Governmental Approval in connection with the AS Separation Transaction, then (i) unless SDS shall otherwise determine, the transfer, assignment or novation to Availability LLC or any Availability Subsidiary of such Availability Assets or Availability Liabilities or (ii) unless AS SpinCo shall otherwise determine, the transfer, assignment or novation to the SDS Group of such SDS Assets or SDS Liabilities, shall, in each case, be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained.

(c) If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer, assignment or novation of any Asset or Liability pursuant to Section 2.09(b), are obtained, the transfer, assignment or novation of the applicable Asset or Liability shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(d) The Person retaining any Asset due to the deferral of the transfer of such Asset pursuant to Section 2.09(b) or otherwise shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to such Asset, other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Asset.

Section 2.10 Novation of Availability Liabilities.

(a) Each of SDS and Availability LLC shall use its reasonable efforts to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign all rights and obligations under Other Financial Liabilities or other Contracts that constitute Availability Liabilities, including any SDS Group guarantees of Availability Liabilities, if any, or to obtain in writing the unconditional release from the Availability Liabilities of all members of the SDS Group, so that, in any such case, no member of the SDS Group will be responsible for such Liabilities following the Distribution Date; provided, however, that no member of either Group shall be obligated to pay any consideration therefor to any third party from which such consents, approvals, substitutions and amendments are requested other than, in each case, (i) ordinary processing or administrative fees or (ii) payments in respect of substitute letters of credit, bonds, guarantees or similar undertakings that give rise to an Other Financial Liability. Notwithstanding the foregoing, if Availability LLC has not, within

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five months following the Distribution Date, obtained, or caused to be obtained, each Consent, release, substitution or amendment required to novate or assign all rights and obligations under Other Financial Liabilities or other Contracts that constitute Availability Liabilities, including any SDS Group guarantees of Availability Liabilities, if any, or obtained in writing the unconditional release from the Availability Liabilities of all members of the SDS Group, so that, in any such case, no member of the SDS Group will be responsible for such Liabilities, Availability LLC shall be obligated to take any and all actions necessary in order to obtain in writing such unconditional release(s) within 30 days, including by offering to pay (and paying) any consideration therefor to any third party from which such consents, approvals, substitutions and amendments are requested or posting letters of credit, bonds, guarantees or similar undertakings.

(b) If SDS or Availability LLC is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, the applicable member of the SDS Group shall continue to be bound by such Other Financial Liability or Contract and, unless not permitted by Law or the terms thereof, Availability LLC shall, as agent or subcontractor for SDS or such other Person and where appropriate in the name thereof, as the case may be, pay, perform and discharge fully (or cause to be so paid, performed or discharged) all the obligations or other Liabilities of SDS or such other Person, as the case may be, thereunder from and after the Distribution Date. Availability LLC shall indemnify each SDS Indemnified Party and hold each of them harmless against any Liabilities arising in connection therewith. SDS shall, without further consideration, pay and remit, or cause to be paid or remitted, to Availability LLC or the appropriate Availability Subsidiary promptly all money, rights and other consideration received by it or any member of its Group in respect of such performance (unless any such consideration is a SDS Asset). If and when any such Consent, release, substitution or amendment shall be obtained or such Other Financial Liability or Contract shall otherwise become assignable or able to be novated, SDS shall thereafter assign, or cause to be assigned, all its obligations and other Liabilities thereunder or any obligations and other Liabilities of any member of its Group to Availability LLC or to the Availability Subsidiary specified by Availability LLC without payment of further consideration and Availability LLC, without the payment of any further consideration, shall, or shall cause such Availability Subsidiary to, assume such obligations and Liabilities.

Section 2.11 Novation of SDS Liabilities.

(a) Each of SDS and Availability LLC, at the request of the other, shall use its reasonable efforts to obtain, or to cause to be obtained, any Consent, substitution or amendment required to novate or assign all rights and obligations under Other Financial Liabilities or other Contracts that constitute SDS Liabilities, or to obtain in writing the unconditional release from any SDS Liability of all members of the Availability Group, so that, in any such case, no member of the Availability Group will be responsible for such SDS Liabilities following the Distribution Date; provided, however, that no member of either Group shall be obligated to pay any consideration therefore to any third party from which such Consents, substitutions and amendments are requested other than, in each case, (i) ordinary processing or administrative fees or (ii) payments in respect of substitute letters of credit, bonds, guarantees or similar undertakings that give rise to an Other Financial Liability.

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(b) If SDS or Availability LLC is unable to obtain, or cause to be obtained, any such required Consent, release, substitution or amendment, the applicable member of the Availability Group shall continue to be bound by such Other Financial Liability or Contract and, unless not permitted by law or the terms thereof, SDS shall cause a member of the SDS Group, as agent or subcontractor for such member of the Availability Group and where appropriate in the name thereof, to pay, perform and discharge fully all the SDS Liabilities of such member of the Availability Group thereunder from and after the Distribution Date. SDS shall indemnify each Availability Indemnified Party and hold each of them harmless against any SDS Liabilities arising in connection therewith. Availability LLC shall cause each member of the Availability Group without further consideration, to pay and remit, or cause to be paid or remitted, to SDS or to another member of the SDS Group specified by SDS promptly all money, rights and other consideration received by it or any member of the Availability Group in respect of such performance. If and when any such Consent, release, substitution or amendment shall be obtained or such Other Financial Liability or Contract shall otherwise become assignable or able to be novated, AS SpinCo shall promptly assign, or cause to be assigned, all its obligations and other Liabilities thereunder or any such obligations and other Liabilities of any member of the Availability Group to SDS or to another member of the SDS Group specified by SDS without payment of further consideration and SDS, without the payment of any further consideration, shall, or shall cause such other member of the SDS Group to, assume such obligations and Liabilities.

Section 2.12 Mixed Contracts. Except as may otherwise be agreed by the Parties in writing (including any Ancillary Agreement), any Contract (other than any Availability Contract) to which any member of the Availability Group or any member of the SDS Group is a party prior to the Distribution Date, in each case, that inures in whole or in part to the benefit or burden of each of the Availability Business and the SDS Business (each, a “Mixed Contract”), shall, to the extent commercially reasonable, be separated, as of the Distribution Date, so that the applicable members of the Availability Group and the SDS Group shall be entitled to the rights and benefits thereunder and shall assume the related portion of any Liabilities inuring to their respective businesses. If any Mixed Contract cannot be so separated, the Parties shall, and shall cause the applicable members of their Groups to, take such other commercially reasonable efforts to cause (a) the rights and benefits associated with that portion of each Mixed Contract that relates to (i) the Availability Business to be enjoyed by the applicable member(s) of the Availability Group or (ii) the SDS Business to be enjoyed by the applicable member(s) of the SDS Group; and (b) the Liabilities associated with that portion of each Mixed Contract that relates to (i) the Availability Business to be borne by the applicable member(s) of the Availability Group or (ii) the SDS Business to be borne by the applicable member(s) of the SDS Group. The costs of such separation shall be borne by the Parties in proportion to the rights and benefits inuring to each Group under the Mixed Contract. Notwithstanding anything to the contrary contained herein, (x) the Liabilities to be borne by any member of the SDS Group under any Mixed Contracts hereunder shall not include and no member of the SDS Group shall assume or have any responsibility for, and AS SpinCo shall, and shall cause the other members of the Availability Group to, retain and be responsible for paying, performing and discharging when due, any Availability Liabilities and (y) the Liabilities to be borne by any member of the Availability Group under any Mixed Contracts hereunder shall not include and no member of the Availability Group shall assume or have any responsibility for, and SDS shall, and shall cause the other members of the SDS Group to, retain and be responsible for paying, performing and discharging when due, any SDS Liabilities.

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ARTICLE III

CONDITIONS TO THE AS SEPARATION TRANSACTION AND

CERTAIN POST-EXTERNAL SPLIT-OFF MATTERS

Section 3.01 General.

(a) Capital shall have the sole and absolute discretion to determine whether to proceed with all or part of the AS Separation Transaction and all terms of the AS Separation Transaction, including the form, structure and terms of any component of the AS Separation Transaction and the timing of and conditions to the consummation of the AS Separation Transaction. In addition, Capital may, in its sole and absolute discretion, determine the date or dates of any component of the AS Separation Transaction and may, at any time and from time to time until the completion of the External Spit-Off, modify or change the terms of the AS Separation Transaction, including by accelerating or delaying the timing of the consummation of all or part of the AS Separation Transaction.

(b) AS SpinCo shall cooperate with Capital, Capital II, Holding, Holdco LLC and SDS in all respects to accomplish the AS Separation Transaction and shall, at the direction of Capital, Capital II, Holding, Holdco LLC or SDS, promptly take any and all actions necessary or desirable to effect the AS Separation Transaction.

Section 3.02 Conditions to the AS Separation Transaction.

(a) Capital’s, Capital II’s, Holding’s, Holdco LLC’s and SDS’s obligations to effect the AS Separation Transaction shall be subject to the satisfaction or written waiver by Capital, in Capital’s sole and absolute discretion, of each of the following conditions:

(i) Receipt of Drag Along Notice. Capital shall have received a notice from the Requisite Principal Investors (as defined in the Stockholders Agreement) notifying Capital that the Requisite Principal Investors intend to effect the External Split-Off in accordance with Section 4.3 of the Stockholders Agreement (the “Drag Along Notice”), and such Drag Along Notice shall not have been subsequently revoked;

(ii) No Injunction. No order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of any of the AS Separation Transaction or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be pending or in effect;

(iii) Tax Opinions. Shearman & Sterling LLP and Ropes & Gray LLP shall each have issued a tax opinion to Capital (or upon which Capital can rely) in form and substance satisfactory to Capital, in the sole and absolute discretion of Capital;

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(iv) Delaware Law Analyses. The Board of Directors or Board of Managers, as applicable, of (A) Capital II shall be satisfied that the External Split-Off will be in compliance with Section 160 of the Delaware General Corporation Law and (B) Holding, Holdco LLC and SDS shall be satisfied that the Internal Spin-Offs will be distributed in compliance with Section 170 of the Delaware General Corporation Law or Section 18-607 of the Delaware Limited Liability Company Act, as applicable;

(v) Solvency Analyses. Each of SDS’s Board of Directors and AS SpinCo’s Board of Directors shall be satisfied that each of SDS and AS SpinCo will be solvent following the consummation of the AS Separation Transaction;

(vi) Board Approval. None of the Boards of Directors of Capital, Capital II, Holding or SDS, or the Board of Managers of Holdco LLC, shall have determined to abandon or defer any component of the AS Separation Transaction;

(vii) No Adverse Effect. No event or development shall have occurred subsequent to the date hereof that, in the judgment of the Board of Directors of Capital, would result in the External Split-Off having an adverse effect on Capital, Capital II, Holding, Holdco LLC or SDS;

(viii) Ancillary Agreements. Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto and shall be in effect; and

(ix) Separation Agreement. This Agreement shall not have been terminated.

(b) In addition to the conditions set forth in Section 3.02(a), Holding’s, Holdco LLC’s and SDS’s obligations to effect the Internal Spin-Offs and Capital II’s obligations to effect the External Split-Off shall each be subject to the satisfaction or written waiver by Capital, in Capital’s sole and absolute discretion, of each of the following conditions:

(i) The Contribution. The Contribution shall have been completed in all material respects, including the Internal Separation, the transfer and assumption of Assets and Liabilities referred to in Sections 2.01 and 2.02 and the issuance, payment and transfer referred to in Section 2.05;

(ii) SDS Bank Debt and SDS Notes. The conditions in respect of the AS Separation Transaction set forth in Section 4.03 of the Amended and Restated Credit Agreement, dated as of August 11, 2005, as amended and restated from time to time, among SDS, Holdco LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto shall have been satisfied and SDS shall have satisfied the debt incurrence and restricted payment covenants in the SDS Senior Notes and SDS Senior Subordinated Notes due 2019;

(iii) AS SpinCo Bank Debt; Debt Exchange. AS SpinCo Bank Debt in the aggregate principal amount of at least $1.025 billion shall have been incurred by AS SpinCo on or prior to the Distribution Date and the Debt Exchange shall be consummated substantially concurrently with the Internal Spin-Offs and the External Split-Off; and

(iv) Availability Investor Agreements. Each of the Availability Investor Agreements shall have been duly executed and delivered by the parties thereto and shall be in effect.

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(c) The foregoing conditions are for the sole benefit of Capital and shall not give rise to or create any duty on the part of Capital or its Board of Directors to waive or not waive such conditions or in any way limit Capital’s right to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by Capital prior to the consummation of the External Split-Off concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.02 shall be conclusive.

Section 3.03 Termination of Obligations under Article III. Except as provided in Article X, the obligations of the Parties under this Article III, or under any other provision of this Agreement relating to the AS Separation Transaction, shall terminate upon a determination by Capital, in its sole and absolute discretion, to terminate the AS Separation Transaction, as provided in Section 3.01(a).

Section 3.04 The External Split-Off. In the event Capital receives a Drag Along Notice from the Requisite Principal Investors (and such Drag Along Notice is not subsequently revoked), Capital II will effect the External Split-Off pursuant to Section 4.3 of the Stockholders Agreement. Each share of AS SpinCo Common Stock exchanged in the External Split-Off shall be validly issued, fully paid and nonassessable.

Section 3.05 Paydown of Existing SDS Debt. Capital and SDS agree, (a) pending the use of the Cash Proceeds to repay indebtedness under the SDS Credit Agreements in accordance with this Section 3.05, to maintain the Cash Proceeds in a separate account, (b) not to commingle the Cash Proceeds with any other assets owned by the SDS Group and (c) to, not later than ten days following the Distribution Date, use all of the Cash Proceeds plus all earnings on any amounts held in such account solely to repay indebtedness under the SDS Credit Agreements.

ARTICLE IV

MUTUAL RELEASES; INDEMNIFICATION

Section 4.01 Release of Pre-External Split-Off Claims.

(a) Except as provided in Section 4.01(c), effective as of the Distribution Date, AS SpinCo does hereby, on behalf of itself and each other member of the Availability Group, their respective Affiliates (other than any member of the SDS Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Availability Group (in each case, in their respective capacities as such) (the “Availability Releasors”), unequivocally, unconditionally and irrevocably release and discharge each member of the SDS Group, their respective Affiliates (other than any member of the Availability Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or

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employees of any member of the SDS Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (the “SDS Releasees”), from any and all actions, causes of action, choses in action, cases, claims, suits, debts, dues, sums of money, accounts, guarantees, bonds, covenants, contracts, controversies, agreements, promises, indemnities, variances, trespasses, injuries, harms, damages, judgments, remedies, demands, liens and liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, indirect, derivative or otherwise, which have been asserted against an SDS Releasee or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the Availability Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee or otherwise for or on behalf of any other Person, against the SDS Releasees, relating to any claims or transactions or occurrences whatsoever, up to and including the Distribution Date.

(b) Except as provided in Section 4.01(c), effective as of the Distribution Date, each of Capital, Capital II, Holding, Holdco LLC and SDS does hereby, on behalf of itself and each other member of the SDS Group, their respective Affiliates (other than any member of the Availability Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders (other than stockholders of Capital or Capital II), directors, officers, agents or employees of any member of the SDS Group (in each case, in their respective capacities as such) (the “SDS Releasors”), unequivocally, unconditionally and irrevocably release and discharge each member of the Availability Group, their respective Affiliates (other than any member of the SDS Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Availability Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (the “Availability Releasees”), from any and all actions, causes of action, choses in action, cases, claims, suits, debts, dues, sums of money, accounts, guarantees, bonds, covenants, contracts, controversies, agreements, promises, indemnities, variances, trespasses, injuries, harms, damages, judgments, remedies, demands, liens and liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against an Availability Releasee or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the SDS Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee or otherwise for or on behalf of any other Person, against the Availability Releasees, relating to any claims or transactions or occurrences whatsoever, up to and including the Distribution Date.

(c) Nothing contained in Section 4.01(a) or 4.01(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Continuing Contract (or the applicable Schedules thereto), in each case in accordance with its terms. Nothing contained in Section 4.01(a) or 4.01(b) shall release any Person from:

(i) any Liability provided in or resulting from any Continuing Contract;

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(ii) any Liability assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for Third Party Claims, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements;

(iv) any Liability provided in or resulting from any Contract entered into after the Distribution Date between a member of one Group, on the one hand, and a member of another Group, on the other hand; or

(v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.01.

In addition, nothing contained in Section 4.01(a) or 4.01(b) shall release any member of one Group from honoring its existing obligations to indemnify any director, officer or employee of a member of another Group who was a director, officer or employee of a member of such first Group on or prior to the Distribution Date, to the extent such director, officer or employee becomes a named defendant in any litigation involving a member of such first Group and was entitled to such indemnification pursuant to the then-existing obligations.

(d) AS SpinCo shall not make, and shall not permit any member of the Availability Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any member of the SDS Group or any other SDS Releasee released pursuant to Section 4.01(a) with respect to, subject to Section 4.01(c), any Liabilities released pursuant to Section 4.01(a). No member of the SDS Group shall make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any member of the Availability Group or any other Availability Releasee released pursuant to Section 4.01(b) with respect to, subject to Section 4.01(c), any Liabilities released pursuant to Section 4.01(b).

(e) It is the intent of the Parties by virtue of the provisions of this Section 4.01 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Distribution Date, between or among any member of the Availability Group, on the one hand, and any member of the SDS Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Distribution Date), except as expressly set forth in Section 4.01(c). At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Section 4.02 Indemnification by AS SpinCo. Except as expressly provided in any provision of this Agreement, including Section 4.04, any Ancillary Agreement or any Continuing Contract, following the Distribution Date, each member of the SDS Group and their

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respective Affiliates, officers, directors, employees, agents, successors and assigns (each, a “SDS Indemnified Party”) shall be indemnified and held harmless (on a joint and several basis) by AS SpinCo and Availability LLC for and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter a “Loss”), to the extent arising out of or resulting from:

(a) the Availability Business, any Availability Asset or any Availability Liability; or

(b) any breach by any member of the Availability Group of any provision of this Agreement or any of the Ancillary Agreements;

in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to such Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date.

Section 4.03 Indemnification by Capital, Capital II and SDS. Except as provided in any provision of this Agreement, including Section 4.04, any Ancillary Agreement or any Continuing Contract, following the Distribution Date, each member of the Availability Group and its respective Affiliates, officers, directors, employees, agents, successors and assigns (each, an “Availability Indemnified Party”) shall be indemnified and held harmless (on a joint and several basis) by Capital, Capital II, Holding, Holdco LLC and SDS for and against all Losses, to the extent arising out of or resulting from:

(a) the SDS Business, any SDS Asset or any SDS Liability; or

(b) any breach by any member of the SDS Group of any provision of this Agreement or any of the Ancillary Agreements;

in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to such Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date.

Section 4.04 Indemnification Obligations Net of Insurance Proceeds.

(a) The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds that actually reduce the amount of the Liability. Accordingly, the amount that any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an

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“Indemnified Party”) will be reduced by any Insurance Proceeds actually recovered by or on behalf of the Indemnified Party in respect of the related Liability. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made in connection with providing such indemnification up to the amount received by the Indemnified Party, net of any costs and expenses incurred by such Indemnified Party in collection of such amount.

(b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or other third party shall be entitled to a “wind-fall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing contained in this Agreement or any Ancillary Agreement shall obligate any member of either Group to seek to collect or recover any Insurance Proceeds.

(c) All Indemnity Payments under this Agreement shall be (i) increased to take account of any net Tax cost actually incurred by the Indemnified Party arising from the receipt of Indemnity Payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any indemnifiable Loss. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any Indemnity Payment hereunder or the incurrence or payment of any indemnifiable Loss. For purposes of this Agreement, an Indemnified Party shall be deemed to have “actually realized” a net Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable (including Taxes payable on an estimated basis) by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt or accrual of the indemnity payment or the incurrence or payment of such amount indemnified against as the case may be. The parties shall make any adjusting payment between each other as is required under this Section 4.04(c) within ten (10) days of the date an Indemnified Party is deemed to have actually realized each net Tax benefit or net Tax cost. The amount of any increase or reduction hereunder shall be adjusted to reflect any Final Determination with respect to the Indemnified Party’s liability for Taxes and any payments necessary to reflect such adjustment shall be made within ten (10) days of such determination.

Section 4.05 Characterization of Payments. In each case to the extent permissible under applicable Tax law, except for any interest for any period beginning after the Distribution Date, any amount payable by AS SpinCo and Availability LLC to or for the benefit of a member of the SDS Group or by Capital, Capital II, Holding, Holdco LLC and SDS to or for the benefit of a member of the Availability Group under this Article IV shall be treated for Tax purposes as a distribution or capital contribution, respectively, between AS SpinCo and SDS occurring immediately prior to the First Internal Spin-Off, and other payments made pursuant to this Agreement, shall be treated as occurring immediately before the Internal Spin-Offs. Following the filing by a Party of a Tax return consistent with such treatment, such Party shall

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not take any position inconsistent with such treatment before any taxing authority, except to the extent that a Final Determination by any taxing authority with respect to any Party causes any such payment to be treated otherwise.

Section 4.06 Notice of Loss; Third Party Claims.

(a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.

(b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it that may give rise to a claim for a Loss under this Article IV, within 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel or an accounting firm of its choice, if it gives notice of its intention to do so to the Indemnified Party within 15 days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party elects to undertake any such defense against a Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel or an accounting firm of its choice, and at its own expense. In the event that both the Indemnified Party and the Indemnifying Party (or one or more members of its Group) are named defendants in such Third Party Claim, the Indemnifying Party may employ one counsel or accounting firm of its choice, to act in joint defense of such Third Party Claim, so long as representation by one counsel or accounting firm in such joint defense is permitted under the applicable rules of professional conduct or ethics. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 4.06 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party shall have the right to settle any Third Party Claim for which it obtains a full release of the Indemnified Party in respect of such Third Party Claim or to which settlement the Indemnified Party consents in writing, such consent not to be unreasonably conditioned, withheld or delayed.

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Section 4.07 Remedies.

(a) The Parties acknowledge and agree that following the External Split-Off, the indemnification provisions of Sections 4.02 and 4.03 shall be the sole and exclusive remedies of (i) the Parties for any failure by any other Party to perform and comply with any provision of this Agreement; and (ii) the parties to the Implementation Agreements for any failure by a party to an Implementation Agreement to comply with any provision of any Implementation Agreement, except that if any of the provisions of this Agreement are not performed in accordance with their terms or are otherwise breached, the parties shall be entitled to specific performance of the terms thereof.

(b) Notwithstanding anything herein to the contrary, no breach of any provision contained herein shall give rise to any right on the part of any Party, after the consummation of the AS Separation Transaction, to rescind this Agreement or any of the transactions contemplated hereby. Each Party shall take all reasonable steps to mitigate its Losses upon and after becoming aware of any event that could reasonably be expected to give rise to any Losses. Each Party shall cause its Subsidiaries to comply with this Section 4.07.

Section 4.08 Tax Matters. Notwithstanding anything in this Article IV to the contrary, the rights and obligations of the Parties with respect to indemnification for any and all Tax matters shall be solely governed by the Tax Sharing Agreement and shall not be subject to the provisions of this Article IV.

Section 4.09 Additional Matters.

(a) Any claim on account of a Liability that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the related Indemnifying Party in accordance with Section 4.06(a). Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to provide indemnification with respect to such claim. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and, as applicable, the Ancillary Agreements.

(b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

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(c) In the event of an Action in which the Indemnifying Party is not a named defendant, if the Indemnifying Party shall so request, the Parties shall endeavor to add the Indemnifying Party as a named defendant or substitute the Indemnifying Party for the named defendant. If such addition or substitution cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Article IV.

Section 4.10 Survival of Indemnities. The rights and obligations of each Party and the Indemnified Parties under this Article IV shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein.

Section 4.11 Applicability of Limitations. Except as expressly provided herein, the indemnity obligations under this Article IV shall apply notwithstanding any investigation made by or on behalf of any Indemnified Party and shall apply without regard to whether the Loss for which indemnification is claimed hereunder is based on strict liability, absolute liability or any other theory of liability or arises as an obligation for contribution.

Section 4.12 Contribution. If the indemnification provided for in this Article IV is judicially determined to be unavailable (other than in accordance with the terms of this Agreement, in which case this Section 4.12 shall not apply) to an Indemnified Party in respect of any Loss referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as are result of such Loss in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties in connection with the conduct, statements or omissions that resulted in such Loss.

ARTICLE VI

NSURANCE MATTERS

Section 5.01 Insurance Matters.

(a) AS SpinCo does hereby, for itself and each other member of the Availability Group, agree that no member of the SDS Group or any SDS Indemnified Party shall have any Liability whatsoever as a result of the insurance policies and practices of Capital and its Subsidiaries as in effect at any time prior to the Distribution Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

(b) The applicable member of the SDS Group shall continue to own all SDS Policies which were or are in effect at any time prior to the Distribution Date, other than insurance policies, insurance contracts and claim administration contracts established in contemplation of the AS Separation Transaction to cover only members of the Availability Group after the Distribution Date. Subject to the provisions of this Agreement, (i) the SDS Group shall retain all of their respective rights, benefits and privileges, if any, under the SDS Policies and (ii) coverage of the Availability Group under the SDS Policies shall cease as of the Distribution Date. Nothing contained herein shall be construed to be an attempted assignment of or a change to any party or the ownership of the SDS Policies.

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(c) Except as otherwise provided in any Ancillary Agreement, the Parties intend by this Agreement that AS SpinCo and each other member of the Availability Group be successors-in-interest to all rights that any member of the Availability Group may have as of the Distribution Date as a subsidiary, affiliate, division or department of SDS prior to the Distribution Date under any policy of insurance issued to SDS by any insurance carrier unaffiliated with SDS or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the Availability Group may have, as an insured or additional named insured, subsidiary, affiliate, division or department, under any such policy of insurance or any such agreements related to such policies as in effect prior to the Distribution Date. At the request of AS SpinCo, SDS shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however, that SDS shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith.

(d) Except as otherwise contemplated by any Ancillary Agreement, after the Distribution Date, no Party or any member of their respective Groups shall, without the consent of the other, provide any such insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights granted to any member of the other Group pursuant such policy or agreement; provided, however, that the foregoing shall not (i) preclude any member of either Group from presenting any claim or from exhausting any policy limit, (ii) require any member of either Group to pay any premium or other amount or to incur any Liability, or (iii) require any member of either Group to renew, extend or continue any policy in force. Each of AS SpinCo and SDS will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.

(e) From and after the Distribution Date, AS SpinCo shall be responsible for establishing and maintaining separate property damage and business interruption and liability insurance policies and programs (including general liability (whether primary, excess or umbrella), fiduciary liability, automobile, aircraft hull and liability, all risk property and casualty, directors and officers, employer’s liability, workers’ compensation, comprehensive crime, errors and omissions and property/boiler and machinery insurance policies) for activities and claims involving the Availability Group, in each case with commercially reasonable limits and deductibles or self-insured retentions. In furtherance of the foregoing, AS SpinCo shall purchase a six (6) year prepaid directors and officers “tail policy” covering individuals that were formerly directors or officers of a member of the Availability Group, on terms and conditions (in both amount and scope) providing substantially equivalent benefits, and from a carrier or carriers with comparable credit ratings, as the current directors and officers insurance policies of SDS.

(f) All members of the SDS Group shall have the primary right, responsibility and authority for claims administration and financial administration of claims that relate to or affect the SDS Policies. Upon notification by AS SpinCo, one of its Subsidiaries or one of their respective officers, directors, employees or agents of a claim relating to AS SpinCo, one of its Subsidiaries or one of their respective officers, directors, employees or agents that AS SpinCo

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reasonably believes is covered under one or more of the SDS Policies, SDS shall cooperate with AS SpinCo in asserting and pursuing coverage and payment for such claim by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, SDS shall have sole and absolute power and authority to make binding decisions, determinations, commitments and stipulations on its own behalf and on behalf of AS SpinCo, its Subsidiaries and their respective officers, directors, employees and agents, which decisions, determinations, commitments and stipulations shall be final and conclusive; provided, however, that SDS shall first provide AS SpinCo with a reasonable opportunity to provide input on the matter, including the selection of legal counsel. AS SpinCo and its Subsidiaries shall assume responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges (collectively, “Insurance Charges”) whenever arising, which shall become due and payable under the terms and conditions of any applicable SDS Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the Availability Business, the Availability Assets or the Availability Liabilities, whether prior to or after the Distribution Date. To the extent that the terms of any applicable SDS Policy provide that SDS or any of its Subsidiaries shall have an obligation to pay or guarantee the payment of any Insurance Charges relating to AS SpinCo or any of its Subsidiaries, SDS shall be entitled to demand that AS SpinCo make such payment directly to the Person or entity entitled thereto. In connection with any such demand, SDS shall submit to AS SpinCo a copy of any invoice received by SDS pertaining to such Insurance Charges together with reasonable supporting documentation, to the extent available. In the event that AS SpinCo fails to pay any such Insurance Charges when due and payable, SDS and its Subsidiaries may (but shall not be required to) pay such insurance charges for and on behalf of AS SpinCo and, thereafter, AS SpinCo shall reimburse SDS for such payment.

(g) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the SDS Group in respect of any insurance policy or any other contract or policy of insurance.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY; LEGAL MATTERS

Section 6.01 Agreement for Exchange of Information; Archives.

(a) At all times from and after the Distribution Date for a period of seven years, as soon as reasonably practicable after written request: (i) SDS shall afford (or cause to be afforded) to the Availability Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or provide copies of, all Information in the possession or under the control of the SDS Group immediately following the Distribution Date that relates to the Availability Business or the employees of a member of the Availability Group or is reasonably required by any member of the Availability Group in connection with such member’s obligations under this Agreement or any Ancillary Agreement; and (ii) AS SpinCo shall afford (or cause to be afforded) to the SDS Group and their authorized accountants, counsel and other designated representatives, reasonable access during

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normal business hours to, or provide copies of, all Information in the possession or under the control of the Availability Group immediately following the Distribution Date that relates to the business of SDS (including the Availability Business prior to the Distribution Date) or the employees of a member of the SDS Group or is reasonably required by any member of the SDS Group in connection with such member’s obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event either AS SpinCo or SDS determines that any such provision of access to Information would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or any other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such obligations in a manner that avoids any such harm or consequences. Notwithstanding this Section 6.01(a), the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Tax Information.

(b) After the Distribution Date, either Party may request Information under Section 6.01(a): (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party by a Governmental Authority having jurisdiction over the requesting Party; (ii) other than in connection with any Action pursuant to Section 6.07, for use in any judicial, regulatory, administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation, Tax or other similar requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to prepare its financial statements; or (v) to comply with its obligations under this Agreement or any Ancillary Agreement.

(c) After the date hereof, each of SDS and AS SpinCo shall maintain in effect at its own cost and expense, adequate systems and controls to satisfy their respective legal hold, regulatory, reporting, accounting, audit and other obligations.

Section 6.02 Ownership of Information. Any Information owned by one Group that is provided to a requesting Party pursuant to Section 6.01 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

Section 6.03 Compensation for Providing Information. Except as set forth in Section 6.01(c), the Party requesting Information agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering and copying such Information, to the extent that such costs are incurred for the benefit of the requesting Party. Except as may be otherwise specifically provided elsewhere in this Agreement or in any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

Section 6.04 Record Retention. To facilitate the possible exchange of Information pursuant to this Article VI and other provisions of this Agreement after the Distribution Date, the Parties agree to use their reasonable efforts to retain all Information related to Taxes, Actions, Environmental Liabilities or employment records in their respective possession or control on the Distribution Date in accordance with the policies of SDS as in effect on the Distribution Date or such other policies as may be reasonably adopted by the appropriate

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Party after the Distribution Date. Except pursuant to its policies and/or legal hold procedures, no Party will destroy, or permit any of its Subsidiaries to destroy, any such Information which any other Party may have the right to obtain pursuant to this Agreement prior to the seventh anniversary of the date hereof without first using its reasonable efforts to notify the other parties of the proposed destruction and giving the other parties the opportunity to take possession of such information prior to such destruction; provided, however, that in the case of any Information relating to employment records or Environmental Liabilities, such period shall be extended to the expiration of the applicable statute of limitations (giving effect to any extensions thereof); provided, further, that in the event that any such Information is also subject to a retention requirement contained in any Ancillary Agreement that is longer than the requirement contained in this Section 6.04, then the requirement in such agreement shall supersede this Section 6.04. For a period of seven years following the Distribution Date, prior to amending in any material respect its policies and/or legal hold procedures with respect to retention of such Information held by such Party as of the Distribution Date, the Party proposing to amend its policies and/or legal hold procedures shall use its commercially reasonable efforts to provide no less than 30 days’ prior written notice to the other Party, specifying the amendments to be made, and if, prior to the scheduled date for implementation of such amended policies and/or legal hold procedures, the other Party requests in writing that implementation of such amendment be delayed, the other Party shall defer implementation for an additional 30 days and shall discuss in good faith during such period the written concerns and objections of the other Party. Notwithstanding the foregoing, neither Party shall be required to delay implementation of any amendment to Information retention policies and legal hold procedures to the extent such amendments are required by applicable Law.

Section 6.05 Limitations of Liability. No Party shall have any liability to any other Party in the event that any Information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate in the absence of intentional misrepresentation by the Party providing such Information. No Party shall have any liability to any other Party if any Information is destroyed after reasonable efforts by such Party to comply with the provisions of Section 6.04.

Section 6.06 Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of Information set forth in any Ancillary Agreement or Continuing Contract.

Section 6.07 Production of Witnesses; Records; Cooperation.

(a) Notwithstanding anything to the contrary contained in Section 6.01, after the Distribution Date, except in the case of an adversarial Action by one Party against another Party, each Party shall use its reasonable efforts to make available to each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action (except for any Action by one Party against the other Party) in which

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the requesting Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

(b) Notwithstanding anything to the contrary contained in Section 6.01, if an Indemnifying Party or an Indemnified Party, as applicable, chooses to defend or to seek to compromise or settle any Third Party Claim in accordance with Article IV, the other Parties shall make available to such Indemnifying Party or Indemnified Party, as applicable, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, as the case may be.

(c) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

(d) Without limiting any provision of this Section 6.07, each of the Parties agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect to any third party Intellectual Property and shall not hamper or undermine the defense of such infringement or similar claim.

(e) The obligation of the Parties to provide witnesses pursuant to this Section 6.07 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses inventors and other employees without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.07(a)).

(f) In connection with any matter contemplated by this Section 6.07 and subject to Section 6.10, the Parties may, at their option, enter into a mutually acceptable joint defense agreement so as to maintain, to the extent practicable, any applicable attorney-client privilege or work product immunity of any member of any Group.

Section 6.08 Confidentiality.

(a) Subject to Section 6.09, each Party, on behalf of itself and each member of its respective Group, agrees to hold, and to cause their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that applies to SDS’s confidential and proprietary Information, including Information that is competitively sensitive material or otherwise of value to a Party, information, marketing strategies, plans, consumer and customer relationships and internal performance results relating to past, present or future business activities of such Party, pursuant to policies in effect as of the Distribution Date, all Information concerning each such other Group that is either in its possession (including Information in its possession prior to any of the date hereof or the Distribution Date) or furnished by any such other Group or its respective

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directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement or any Ancillary Agreement (any such Information referred to herein as “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include Information that has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party.

(b) Each Party agrees not to release or disclose, or permit to be released or disclosed, any Confidential Information to any other Person, except its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Confidential Information (who shall be advised of their obligations hereunder with respect to such Confidential Information), except in compliance with Section 6.09. Each Party will implement and maintain security measures with at least the same degree of care that applies to SDS’s confidential and proprietary information pursuant to the policies in effect as of the Distribution Date.

(c) From and after the Distribution Date, except to the extent required by applicable Law, each Party shall only use Confidential Personal Information received from the other Party: (i) in connection with the receiving Party’s performance of this Agreement and any Ancillary Agreement; (ii) in compliance with any express written instructions given by the Party to which the Confidential Personal Information belongs, as may be modified from time to time; and (iii) to the extent necessary to conduct business in the ordinary course and consistent with past practice. Upon completion of a receiving Party’s use of Confidential Personal Information, such Party shall use its reasonable efforts to retain such Confidential Personal Information in accordance with the policies of SDS in effect on the Distribution Date or such other policies as may be reasonably adopted by such Party after such date.

(d) Excluding Confidential Personal Information, each recipient of Confidential Information of the other may enhance its knowledge and experience retained in intangible form in the unaided memories of its Representatives as a result of developing, working with, or viewing the other Party’s Confidential Information (collectively, “Unaided Knowledge”). So long as the recipient complies with the provisions of Section 6.08, the recipient may develop, disclose, market, transfer and/or use Unaided Knowledge that may be generally similar to the other Party’s Confidential Information (excluding Confidential Personal Information), and the other Party shall not have any rights in the works created using such Unaided Knowledge nor any rights to compensation related to the recipient’s use of such Unaided Knowledge, nor any rights in the recipient’s business endeavors.

(e) When any Information furnished by the other Party after the Distribution Date pursuant to this Agreement or any Ancillary Agreement is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each Party will promptly, after request of the other Party and at the election of the Party receiving such request, either return to the other Party all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party that it has destroyed such

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Information (and such copies thereof and such notes, extracts or summaries based thereon). Notwithstanding the foregoing, each Party (i) may each retain copies of Information to the extent that such retention is required to demonstrate compliance with applicable Law or professional standards, or to comply with a bona fide document retention policy, provided, that any such Information so retained shall be held in compliance with the terms of this Agreement and (ii) shall, to the extent that (i) above is inapplicable to Information that is electronically stored, destroy such electronically stored Information only to the extent it is reasonably practical to do so.

(f) Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants in this Section 6.08 and agrees that, in the event of such breach, the disclosing Party may, in addition to other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 6.08 and to enforce specifically the terms and provisions of this Section 6.08. Notwithstanding any other Section hereof, the provisions of this Section 6.08 shall survive the Distribution Date indefinitely.

Section 6.09 Protective Arrangements. In the event that any Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any Confidential Information pursuant to applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Confidential Information of any other Party (or any member of any other Party’s Group), such Party shall, to the extent permitted by applicable Law, notify the disclosing Party prior to disclosing or providing such Confidential Information and shall cooperate at the expense of the disclosing Party in seeking any reasonable protective arrangements requested by such Party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide such Confidential Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority.

Section 6.10 Privileged Matters. (a) The Parties recognize that certain legal and other professional services (both internal and external) have been and will be provided prior to and after the Distribution Date and have been and will be rendered for the collective benefit of the members of any Group, and that each of the members of any Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law; provided that with respect to such services the Parties agree as follows:

(i) the Parties shall not be entitled to assert privilege with respect to such legal and other professional services provided prior to the Distribution Date against any member of any other Group;

(ii) SDS shall be entitled, on behalf of itself or any member of the SDS Group, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information to the extent relating to the SDS Business, whether or not the privileged information is in the possession of or under the control of SDS or AS SpinCo. SDS shall also be entitled, on behalf of itself or any member of the SDS Group, in perpetuity, to control the assertion or waiver of all privileges in connection with

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privileged information that relates solely to the subject matter of any claims constituting SDS Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by any member of the SDS Group, whether or not the privileged information is in the possession of or under the control of SDS;

(iii) AS SpinCo shall be entitled, on behalf of itself or any member of the Availability Group, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information to the extent relating to the Availability Business, whether or not the privileged information is in the possession of or under the control of SDS or AS SpinCo. AS SpinCo shall also be entitled, on behalf of itself or any member of the Availability Group, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Availability Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by any member of the Availability Group, whether or not the privileged information is in the possession of or under the control of AS SpinCo; and

(iv) the Parties shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 6.10, with respect to all privileges not allocated pursuant to the terms of Section 6.10(a)(ii) and (iii). All privileges relating to any claims, proceedings, litigation, disputes or other matters in which both AS SpinCo and SDS retain any responsibility or Liability under this Agreement, shall be subject to a shared privilege among them.

(b) No Party may waive any privilege that could be asserted under any applicable Law, and in which another Party has a shared privilege, without the consent of such other Party, which shall not be unreasonably conditioned, withheld or delayed or as provided in Section 6.10(c) or 6.10(d) below. Consent shall be deemed to be granted unless written objection is made within 15 days after notice upon the Party requesting such consent. Each Party agrees to maintain, preserve and assert all privileges, including all privileges arising under or relating to the attorney-client relationship (which shall include the attorney-client and the work product doctrine). The access to information being granted pursuant to Section 6.01 and the agreement to provide witnesses pursuant to Section 6.07 to AS SpinCo shall not be deemed a waiver any privilege by SDS that has been or may be asserted under this Section 6.10 or otherwise.

(c) In the event of any litigation or dispute between or among the Parties, or any members of their respective Groups, any of such parties may waive a privilege in which another Party or member of such Group has a shared privilege, without obtaining the consent of such other Party; provided that such waiver of a shared privilege shall be effective only as to the use of Information with respect to the litigation or dispute between the relevant parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to third parties.

(d) If a dispute arises between or among the Parties or any members of their respective Groups regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to

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minimize any prejudice to the rights of the other Parties, and shall not unreasonably condition, withhold or delay consent to any request for waiver by another Party. Each Party agrees that it will not condition, withhold or delay consent to waiver for any purpose except to protect its own legitimate interests.

(e) Upon receipt by any Party or by any member of any other Group of any subpoena, discovery, court order or other request that arguably calls for the production or disclosure of Information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any member of its Group’s current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that arguably calls for the production or disclosure of such privileged Information, such Party shall promptly notify the other Parties of the existence of the request and shall provide the other Parties a reasonable opportunity to review the Information and to assert any rights it or they may have under this Section 6.10 or otherwise to prevent the production or disclosure of such privileged Information.

Section 6.11 Control of Legal Matters.

(a) General.

(i) On or prior to the Distribution Date, SDS shall assume (or, as applicable, retain), or cause the applicable member of the SDS Group to assume (or, as applicable, retain) control of each of the SDS Litigation Matters, and SDS shall use its reasonable efforts to have a member of the SDS Group substituted for any member of the Availability Group named as a defendant in any such SDS Litigation Matters; provided, however, that no member of the SDS Group shall be required to make any such effort if the removal of any member of the Availability Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such SDS Litigation Matters.

(ii) On or prior to the Distribution Date, AS SpinCo shall assume (or, as applicable, retain), or cause the applicable member of the Availability Group to assume (or, as applicable, retain) control of each of the Availability Litigation Matters, and AS SpinCo shall use its reasonable efforts to have a member of the Availability Group substituted for any member of the SDS Group named as a defendant in any such Availability Litigation Matters; provided, however, that no member of the Availability Group shall be required to make any such effort if the removal of any member of the SDS Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Availability Litigation Matters.

(iii) AS SpinCo and SDS shall assume (or, as applicable, retain), or cause the applicable member(s) of the Availability Group and SDS Group to assume (or, as applicable, retain) control of, on a joint basis, each Joint Litigation Matter; provided, however, that no Party may settle a Joint Litigation Matter without the prior written consent of the members of the other Group named or involved in such Joint Litigation Matter, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further that any Party may settle a Joint Litigation matter if such settlement is for money only and provides a full release from any liability under such Joint Litigation Matter for the other Parties and, as applicable, the members of the other Party’s Group.

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(b) Future Litigation Matters. Except as provided in Section 6.11(a), the Parties agree that with respect to all Actions commenced against any member of the SDS Group, any member of the Availability Group or members of both Groups on or after the Distribution Date, such Actions shall be controlled by:

(i) A member of the SDS Group, if such Action relates to the SDS Assets, the SDS Liabilities or the SDS Business (as the SDS Business is conducted from and after the Distribution Date) and not the Availability Assets, the Availability Liabilities or the Availability Business (a “Future SDS Litigation Matter”), and SDS shall use its reasonable efforts to have a member of the SDS Group substituted for any member of the Availability Group that may be named as a defendant in such Future SDS Litigation Matter; provided, however, that no member of the SDS Group shall be required to make any such effort if the removal of any member of the Availability Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future SDS Litigation Matter;

(ii) A member of the Availability Group, if such Action relates to the Availability Assets, the Availability Liabilities or the Availability Business (as the Availability Business is conducted from and after the Distribution Date) and not to the SDS Assets, the SDS Liabilities or the SDS Business (a “Future Availability Litigation Matter”), and AS SpinCo shall use its reasonable efforts to have a member of the Availability Group substituted for any member of the SDS Group which may be named as a defendant in such Future Availability Litigation Matter; provided, however, that no member of the Availability Group shall be required to make any such effort if the removal of any member of the SDS Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future Availability Litigation Matter; and

(iii) Except as provided in subparagraphs (i) or (ii) above, or as may be otherwise agreed by AS SpinCo and SDS, a member of each of the Availability Group and the SDS Group jointly if (A) members of both Groups jointly operate or operated at the relevant time the business to which such Action relates or such Action relates to both the SDS Assets, the SDS Liabilities or the SDS Business, on the one hand, and the Availability Assets, the Availability Liabilities or the Availability Business, on the other hand; (B) such Action arises from or relates to any document filed with any Governmental Authority at or prior to the Distribution Date by SDS or AS SpinCo in connection with the External Split-Off; (C) such Action is brought by or on behalf of the current or former stockholders of SDS or AS SpinCo and relates to any filing by SDS or AS SpinCo with any Governmental Authority other than those described in clause (B); or (D) such Action is brought by any person against SDS or AS SpinCo with respect to the External Split-Off (each of the matters in clauses (A) through (D) being a “Future Joint Litigation Matter”); provided, however, that no Party may settle a Future Joint Litigation Matter without the prior written consent of the members of the other Group named or involved in such Future Joint Litigation Matter, which consent shall not be unreasonably

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conditioned, withheld or delayed; provided, further that any Party may settle a Future Joint Litigation matter if such settlement is for money only and provides a full release from any liability under such Future Joint Litigation Matter for the other Parties and, as applicable, the members of the other Party’s Group.

(c) Claims Against Third Parties. Actions by any member of either Group against third parties, and any proceeds or other benefits that may be received as a result of such Actions and any Liabilities arising out of or resulting from such Actions, that (i) relate to the SDS Business and not to the Availability Business shall be the property of the applicable member of the SDS Group; (ii) relate to the Availability Business and not to the SDS Business shall be the property of the applicable member of the Availability Group (“Availability Third Party Claims”); and (iii) relate to both the SDS Business and the Availability Business shall be the property of, and shall be shared by, SDS and AS SpinCo in proportion to their respective interests (“Joint Third Party Claims”).

(d) Retention of Counsel. The Parties agree that attorneys who have worked for any member of the SDS Group or any member of the Availability Group prior to the Distribution Date are not conflicted from representing any members of the SDS Group or the Availability Group, except to the extent such representation is adverse to a member of the other Group.

(e) Notice to Third Parties; Service of Process; Cooperation.

(i) To the extent necessary, to effectuate the provisions in this Agreement, each Party shall, and shall cause the members of its Group to, promptly notify their respective agents for service of process and all other necessary parties, including plaintiffs and courts and shall provide instructions for proper service of legal process and other documents.

(ii) Each Party shall, and shall cause the members of its Group to, attempt in good faith to not accept service on behalf of any member of another Party’s Group, and shall, and shall cause the members of their respective Groups to, use their reasonable efforts to deliver to each other any legal process or other documents incorrectly delivered to them or their agents as soon as possible following receipt.

(f) Specified Litigation Matter. Notwithstanding anything to the contrary in this Agreement, the Parties’ obligations with respect to the Action set forth on Schedule 6.11(f) shall be as set forth in such Schedule.

(g) Except as set forth in Section 6.11(f), nothing in this Section 6.11 shall affect in any way the indemnification provisions in Article IV or the allocation of Liabilities between the Parties under this Agreement. In the event of any conflict between the provisions of this Section 6.11 and the Tax Sharing Agreement, the provisions of the Tax Sharing Agreement shall control.

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ARTICLE VII

DISPUTE RESOLUTION

Section 7.01 Disputes. Except as otherwise specifically provided in any Ancillary Agreement (the terms of which Ancillary Agreement shall govern with respect to the resolution of disputes, controversies or claims that are the subject of that Ancillary Agreement, to the extent so provided therein), any and all disputes, controversies or claims (whether arising in contract, tort, or otherwise) arising out of, in connection with, or relating to this Agreement or any Ancillary Agreement, the transactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the date hereof), or the commercial or economic relationship of the parties relating hereto or thereto, between or among any member of the SDS Group and the Availability Group (collectively, “Agreement Disputes”), including any determination of the scope, validity or applicability of this agreement to arbitrate, shall be finally and exclusively determined by arbitration administered by JAMS. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO ANY TRIAL IN A COURT THAT WOULD OTHERWISE HAVE JURISDICTION OVER ANY CLAIM, CONTROVERSY OR DISPUTE SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 7.01.

Section 7.02 Dispute Resolution.

(a) The Parties agree to use commercially reasonable efforts to resolve expeditiously any Agreement Dispute on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party involved in an Agreement Dispute may deliver a notice (an “Escalation Notice”) demanding a meeting involving representatives of the parties at a senior level of management of the parties, including a representative holding the title of Chief Executive Officer, Chief Financial Officer or General Counsel of each Party (or if the parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the parties may be established by the parties from time to time; provided, however, that the parties shall use their reasonable efforts to meet within 30 days of receipt of the Escalation Notice.

(b) If party-led discussions following the Escalation Notice fail to resolve the Agreement Dispute, the parties shall retain a mediator to aid the parties in their discussions and negotiations. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed by the mediator be admissible in any arbitration proceeding. The mediator shall be selected by the Party receiving the applicable Escalation Notice from a list of neutral individuals provided by JAMS. The costs of mediation shall be borne equally by all parties involved in the matter, except that each party shall be responsible for its own expenses. Mediation is a prerequisite to a demand for arbitration under Section 7.02(c).

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(c) If the parties are not able to resolve any Agreement Dispute within 60 days of receipt of the applicable Escalation Notice or completion of mediation as described in Section 7.02(b), such Agreement Dispute shall be determined by arbitration administered by JAMS. The arbitration shall be conducted (i) by one (1) arbitrator appointed by SDS, one (1) arbitrator appointed by AS SpinCo and one (1) arbitrator appointed by the arbitrators selected by SDS and AS SpinCo pursuant to this Section 7.02(c), and (ii) in accordance with the rules of the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The hearings shall take place in Philadelphia, Pennsylvania.

(d) Prior to the time the arbitrators are appointed pursuant to Section 7.02(c), a Party may seek one or more temporary restraining orders or any other type of request for interim or provisional relief in a court of competent jurisdiction described in Section 7.02(g). Neither the request for, nor the grant or denial of, any such temporary restraining order or any other temporary relief, shall be deemed a waiver of the obligation to arbitrate as set forth herein.

(e) Except as required by Law or as may be required in order to enforce any award, the Parties shall hold, and shall cause the members of their respective Groups and their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of mediation and arbitration in confidence in accordance with Section 6.08. Each of the Parties shall request that any mediator or arbitrator(s) comply with such confidentiality requirement.

(f) Unless otherwise agreed to in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to this Section 7.02 with respect to all matters not subject to such Agreement Dispute to the extent such Party is obligated to do so pursuant to the underlying agreement.

(g) The decision of the arbitrators shall be final and binding upon the Parties, and the expense of the arbitration (including the award of attorneys’ fees to the prevailing Party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction.

ARTICLE VIII

FURTHER ASSURANCES

Section 8.01 Further Assurances.

(a) The Parties shall use all reasonable efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and any Ancillary Agreement and to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, on and after the Distribution Date, each Party shall cooperate with the other Parties, and without any further consideration, but at

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the expense of the requesting Party, to execute and deliver, or use its reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the Availability Assets and the assignment and assumption of the Availability Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of any other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title, free and clear of any Encumbrance, if and to the extent it is practicable to do so.

(c) On or prior to the Distribution Date, SDS and AS SpinCo in their respective capacities as direct and indirect stockholders of their respective Subsidiaries, shall each ratify any actions which are reasonably necessary or desirable to be taken by SDS, AS SpinCo or any SDS Subsidiary or Availability Subsidiary, as the case may be, to effectuate the transactions contemplated by this Agreement. On or prior to the Distribution Date, SDS and AS SpinCo shall take all actions as may be necessary to approve the stock-based employee benefit plans of AS SpinCo in order to satisfy the requirement of Rule 16b-3 under the Exchange Act.

(d) Prior to the Distribution Date, if one or more of the Parties identifies any commercial or other service that is needed to assure a smooth and orderly transition of the businesses in connection with the consummation of the transactions contemplated hereby, and that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the Parties will cooperate in determining whether there is a mutually acceptable arm’s-length basis on which the other Party will provide such service.

ARTICLE IX

CERTAIN OTHER MATTERS

Section 9.01 Late Payments. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within 45 days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus 2%.

Section 9.02 Certain Business Matters.

(a) SDS represents that, as of the date hereof, SDS management does not currently intend for the SDS Group to re-enter the information technology availability and commercial disaster recovery businesses as conducted by the Availability Group as of the Distribution Date, other than continuing to provide (i) hosting and other information technology managed services to the current and future customers of the SDS Group, which are typically provided in connection with the provision of proprietary software products or services, and (ii) disaster recovery services to current and future users of its proprietary software products or services as a supplement to such software and services.

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(b) Notwithstanding Section 9.02(a), following the Distribution Date and except as otherwise set forth in any Ancillary Agreement or Continuing Contract, any Party may (i) engage in the same or similar activities or lines of business as any other Party is or in the future may be engaged and/or (ii) do business, or refrain from doing business, with any potential or actual supplier or customer of any other Party.

Section 9.03 Financial Information Certifications. In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of SDS to make the certifications required of them under the Sarbanes-Oxley Act of 2002, §302, on or prior to April 14, 2014, AS SpinCo shall cause to be prepared, certified and delivered to SDS the March 31, 2014 financial results of the Availability Group, which certification shall be in substantially the same form as had been provided by officers or employees of AS SpinCo in certifications delivered prior to the Distribution Date (provided that such certification shall be made by AS SpinCo rather than the individual officers or employees), or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by the transactions contemplated by this Agreement. In addition, AS SpinCo shall, upon written request, cause to be provided to SDS supporting fluctuation, analysis and variance reporting to substantiate the results of operations for the three months ended March 31, 2014 and financial position as of March 31, 2014.

Section 9.04 Certain Intellectual Property Matters.

(a) Effective as of the Distribution Date, SDS hereby grants, and shall cause the SDS Subsidiaries to grant, to Availability LLC, and Availability LLC hereby accepts, a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license in, to and under the Availability Licensed IP for use solely in connection with the Availability Business. Availability LLC may grant sublicenses of its right and license herein only if Availability LLC remains liable for all obligations of such sublicensees under this Agreement. Subject to the underlying Intellectual Property owned by SDS or one of the SDS Subsidiaries, Availability LLC owns all modifications, enhancements, derivative works and improvements to the Availability Licensed IP that are developed by it or on its behalf.

(b) Effective as of the Distribution Date, Availability LLC hereby grants, and shall cause the Availability Subsidiaries to grant, to SDS, and SDS hereby accepts, a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license in, to and under the SDS Licensed IP for use solely in connection with the SDS Business. SDS may grant sublicenses of its right and license herein only if SDS remains liable for all obligations of such sublicensees under this Agreement. Subject to the underlying Intellectual Property owned by Availability LLC or one of the Availability Subsidiaries, SDS owns all modifications, enhancements, derivative works and improvements to the SDS Licensed IP that are developed by it or on its behalf.

(c) Other than the rights to use the Availability Licensed IP and the SDS Licensed IP as expressly set forth in Section 9.04(a) and Section 9.04(b), respectively, no license or right is granted herein by or to any Party with respect to or under any Party’s Intellectual Property rights.

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(d) Each Party hereby acknowledges and confirms that the SDS Licensed IP or the Availability Licensed IP, as applicable, licensed to it under this Agreement consists of valuable proprietary information and trade secrets of the licensor and that the unauthorized use, loss or outside disclosure of such Intellectual Property shall cause irreparable injury to the licensor. Each Party acknowledges that monetary damages may not be a sufficient remedy for the unauthorized use or disclosure of such Intellectual Property and that the licensor shall be entitled, without waiving other rights or remedies, to seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

Section 9.05 Third Party License Audits; Payments. Each of the Parties acknowledges and agrees that (a) one or more members of the Availability Group or one or more members of the SDS Group (each such group, the “Licensee Group”) may use, access, license or sublicense Third Party IP and Software covered by a Third Party License between one or more members of the SDS Group or one or more members of the Availability Group, respectively (each such group, the “Licensor Group”), and a third party licensor and (b) in connection with such Third Party License, the third party licensor may request an audit of each of the Licensor Group’s and the Licensee Group’s use of the Third Party IP and Software and the amount of royalties, fees or other payments due under the Third Party License. In the event any such audit is requested by such third party licensor, each Licensee Group member shall (and shall cause its Subsidiaries to) use commercially reasonable efforts to cooperate with the Licensor Group and to facilitate such auditor’s review, including making reasonably available its relevant books, records and personnel during normal business hours, provided that such audit shall not unreasonably interfere with the audited Licensee Group member’s normal business operations. If, following any such audit, it is finally determined that any additional amount of royalties, fees or other payments is due under a Third Party License in respect of Third Party IP and Software, SDS and AS SpinCo shall allocate between the Licensee Group and the Licensor Group such royalties, fees or other payments based on each Group’s usage of such Third Party IP and Software that resulted in such additional amount becoming payable and each Group shall promptly pay (which, in the case of the Licensee Group, may be paid to the Licensor Group for remittance to such third party licensor or as reimbursement for prior payment by the Licensor Group to the third party licensor) its allocable share of such additional amount.

Section 9.06 Telecom Agreements. In connection with the AS Separation Transaction, certain telecommunications agreements will be separated into two separate agreements covering each of the Availability Group and the SDS Group on a separate basis. Certain of such agreements will contain a minimum purchase requirement. The Parties agree to the allocation of certain minimum purchase requirements between the Availability Group and SDS Group as set forth in Schedule 9.06. To the extent that either the Availability Group or the SDS Group fails to meet its minimum purchase requirement under any such separate agreement, the other Group (either the Availability Group or the SDS Group, as applicable) purchases more than its minimum purchase requirement under the applicable agreement and the telecommunications provider agrees to allocate to the Group that fails to meet its minimum purchase requirement any portion of the other Group’s overage, the Group that fails to meet its minimum purchase requirement shall pay (on a reasonably prompt basis) the other Group $0.20

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for each $1.00 allowed to be allocated to it by such telecommunications provider. To the extent that either the Availability Group or the SDS Group fails to meet its share (as agreed upon and set forth in Schedule 9.06) of the joint minimum purchase requirement under an agreement with a telecommunications provider shared by the Availability Group and the SDS Group (prior to separate agreements being put in place) (a “Shortfall”) and the other Group (either the Availability Group or the SDS Group, as applicable) purchases more than its share of such joint minimum purchase requirement (an “Overage”), the Group that has a Shortfall shall pay (on a reasonably prompt basis) the other Group $0.20 for each $1.00 of the other Group’s Overage that counts towards the such joint minimum purchase requirement.

Section 9.07 Cash Adjustment.

(a) Within nine (9) Business Days after the Distribution Date, AS SpinCo shall cause to be prepared and delivered to SDS a written statement (the “Distribution Date Cash Statement”) that shall set forth the aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date. The Distribution Date Cash Statement shall be certified by the Chief Financial Officer of AS SpinCo and accompanied by reasonable supporting back-up information with respect to such aggregate Cash amount (e.g., bank reconciliation).

(b) If SDS does not give written notice to AS SpinCo that it disputes any aspect of the Distribution Date Cash Statement (a “Cash Dispute Notice”) within three (3) Business Day of receiving the Distribution Date Cash Statement, SDS agrees that the Distribution Date Cash Statement shall be deemed to set forth the final aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date. If SDS timely delivers a Cash Dispute Notice to AS SpinCo, AS SpinCo and SDS shall use commercially reasonable efforts to resolve the dispute during the five (5) Business Day period commencing on the date AS SpinCo receives the Cash Dispute Notice from SDS. If SDS and AS SpinCo agree upon a final resolution with respect to all disputed items within such five (5) Business Day period, then the Distribution Date Cash Statement shall be revised as appropriate to reflect such resolution by SDS and AS SpinCo and, as so revised, such Distribution Date Cash Statement shall be deemed to set forth the final aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date. If SDS and AS SpinCo do not agree upon a final resolution with respect to any disputed items within such five (5) Business Day period, then the remaining items in dispute shall be submitted promptly to Deloitte LLP (the “Accounting Firm”). The Accounting Firm shall be requested to render a determination of the applicable dispute within ten (10) Business Days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between SDS and AS SpinCo, and any associated engagement fees shall be initially borne fifty percent (50%) by SDS and fifty percent (50%) by AS SpinCo; provided that such fees shall ultimately be allocated between the parties in the same proportion that the aggregate amount of the remaining disputed items that were submitted to the Accounting Firm that is unsuccessfully disputed by each party (as finally determined by the Accounting Firm) bears to the total amount of such remaining disputed items so submitted. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. In resolving the disputed items, the Accounting Firm shall only consider those items and amounts as to which SDS and AS SpinCo have disagreed

52

within the time periods and on the terms specified above. The determination made by the Accounting Firm with respect to the remaining disputed items shall not exceed or be less than the amounts proposed by SDS and AS SpinCo, as the case may be. Such determination of the Accounting Firm shall be conclusive and binding upon the parties hereto. The Distribution Date Cash Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 9.07 and, as so revised, such Distribution Date Cash Statement shall be deemed to set forth the final aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date.

(c) For purposes of verification of the aggregate Cash amount set forth on the Distribution Date Cash Statement, AS SpinCo shall, and shall cause the other members of the Availability Group to, make its financial records reasonably available to SDS, its accountants and other representatives and, if applicable, the Accounting Firm (in a manner so as to not interfere unreasonably with the normal business operations of the members of the Availability Group).

(d) Within one (1) Business Day following the determination of the final aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date in accordance with this Section 9.07, AS SpinCo or SDS, as applicable, shall make the following payment in immediately available funds:

(i) If the aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date is greater than the Target Cash Amount, AS SpinCo shall pay to SDS an amount equal to such excess; and

(ii) If the aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date is less than the Target Cash Amount, SDS shall pay to AS SpinCo an amount equal to such shortfall.

Section 9.08 Net Working Capital Adjustment.

(a) Within thirty (30) days after the Distribution Date, SDS shall cause to be prepared and delivered to AS SpinCo a written statement (the “Initial Net Working Capital Statement”) that shall set forth a calculation in reasonable detail of SDS’s proposed calculation of Net Working Capital. The Initial Net Working Capital Statement shall be prepared in accordance with the practices and methodologies applied in preparing the Example Statement of Net Working Capital and shall be based exclusively on the facts and circumstances as they existed as of 11:59 pm on the Distribution Date, provided that the effects of the AS Separation Transaction and any event, act, change in circumstances or similar development arising or occurring after the Distribution Date shall be disregarded. In furtherance of the forgoing, (i) on or prior to April 7, 2014, AS SpinCo shall cause to be prepared and delivered to SDS trial balance financial packages for the quarterly period ended March 31, 2014, which trial balance packages shall include all members of the Availability Group consistent with what has historically been provided to SDS for purposes of its consolidation and external SEC reporting requirements; and (ii) on or prior to April 8, 2014, AS SpinCo shall cause to be prepared and delivered to SDS all required supporting Khalix schedules typically provided to SDS.

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(b) If AS SpinCo does not give written notice to SDS that it disputes any aspect of the Initial Net Working Capital Statement (an “Adjustment Dispute Notice”) within fifteen (15) days of receiving the Initial Net Working Capital Statement, AS SpinCo agrees that the Initial Net Working Capital Statement shall be deemed to set forth the final Net Working Capital. Prior to the end of such fifteen (15) day period, AS SpinCo may accept the Initial Net Working Capital Statement by delivering written notice to that effect to SDS, in which case the final Net Working Capital shall equal the Net Working Capital set forth in the Initial Net Working Capital Statement. If AS SpinCo gives an Adjustment Dispute Notice to SDS within such fifteen (15) day period, AS SpinCo and SDS shall use commercially reasonable efforts to resolve the dispute during the thirty (30) day period commencing on the date SDS receives the Adjustment Dispute Notice from AS SpinCo. If SDS and AS SpinCo agree upon a final resolution with respect to all disputed items within such thirty (30) day period, then the Initial Net Working Capital Statement shall be revised as appropriate to reflect such resolution by SDS and AS SpinCo and, as so revised, such Initial Net Working Capital Statement shall be deemed to set forth the final Net Working Capital. If SDS and AS SpinCo do not agree upon a final resolution with respect to any disputed items within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately to the Accounting Firm. The Accounting Firm shall be requested to render a determination of the applicable dispute within thirty (30) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between SDS and AS SpinCo, and any associated engagement fees shall be initially borne fifty percent (50%) by SDS and fifty percent (50%) by AS SpinCo; provided that such fees shall ultimately be allocated between the parties in the same proportion that the aggregate amount of the remaining disputed items that were submitted to the Accounting Firm that is unsuccessfully disputed by each party (as finally determined by the Accounting Firm) bears to the total amount of such remaining disputed items so submitted. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. In resolving the disputed items, the Accounting Firm shall (i) only consider those items and amounts as to which SDS and AS SpinCo have disagreed within the time periods and on the terms specified above and (ii) only make adjustments based on noncompliance with the practices and methodologies applied in preparing the Example Statement of Net Working Capital. The determination made by the Accounting Firm with respect to the remaining disputed items shall not exceed or be less than the amounts proposed by SDS and AS SpinCo, as the case may be. Such determination of the Accounting Firm shall be conclusive and binding upon the parties hereto. The Initial Net Working Capital Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 9.08 and, as so revised, such Initial Net Working Capital Statement shall be deemed to set forth the final Net Working Capital.

(c) AS SpinCo shall, and shall cause the other members of the Availability Group to, make its financial records reasonably available to SDS and its accountants and other representatives at reasonable times at any time (in a manner so as to not interfere unreasonably with the normal business operations of the members of the Availability Group) for purposes of the preparation by SDS of, and the resolution of any objections with respect to, the Initial Net Working Capital Statement. Each Party shall, and shall cause the other members of its Group to, make its financial records reasonably available to the Accounting Firm at reasonable times at any

54

time (in a manner so as to not interfere unreasonably with the normal business operations of the members of each Group) during the review by the Accounting Firm of, and the resolution of any objections with respect to, the Initial Net Working Capital Statement

(d) From the Distribution Date through the date of resolution of any objections to the Initial Net Working Capital Statement pursuant to this Section 9.08, AS SpinCo shall not, and shall cause the other members of the Availability Group not to, take any actions with respect to any accounting books, records, policy or procedure of the Availability Group on which the Net Working Capital is to be based that would make it impossible or impracticable to calculate the Net Working Capital in the manner and utilizing the methods required hereby.

(e) Promptly (and in any event within three (3) Business Days) following the determination of the final Net Working Capital in accordance with this Section 9.08, AS SpinCo or SDS, as applicable, shall make the following payment in immediately available funds:

(i) If the final Net Working Capital is greater (a smaller negative number) than negative $126 million, AS SpinCo shall pay to SDS an amount equal to the amount by which the final Net Working Capital is greater than negative $126 million; and

(ii) If the final Net Working Capital is less (a larger negative number) than negative $136 million, SDS shall pay to AS SpinCo an amount equal to the amount by which the final Net Working Capital is less than negative $136 million.

ARTICLE X

TERMINATION

Section 10.01 Termination. This Agreement may be terminated at any time prior to the Distribution Date by and in the sole discretion of Capital, without the approval of any other Party or the stockholders of Capital.

Section 10.02 Effect of Termination. In the event of termination of this Agreement as provided in Section 10.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Limitation of Liability. IN NO EVENT SHALL ANY PARTY OR ANY OTHER MEMBER OF ANY GROUP BE LIABLE TO ANY OTHER PARTY OR ANY OTHER MEMBER OF ANOTHER GROUP FOR PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE PROFITS, REVENUE OR INCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

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PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT ANY PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN ARTICLE IV.

Section 11.02 Expenses. Except as otherwise specified in this Agreement or in any Ancillary Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement, to the extent they are incurred prior to the Distribution Date, shall be borne by SDS, and to the extent they are incurred subsequent to the Distribution Date, shall be borne by the Party incurring such costs and expenses.

Section 11.03 Counterparts. This Agreement may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 11.04 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such Person may subsequently specify by proper notice under this Agreement), (c) upon confirmation of receipt after transmittal by email (to such email address specified below or another email address or addresses as such Person may subsequently specify by proper notice under this Agreement) or (d) on the next business day when sent by internationally recognized overnight courier (providing proof of delivery) in each case to the respective Party at the following coordinates (or at such other coordinates for a Party as shall be specified in a notice given in accordance with this Section 11.04):

If to a member of the SDS Group, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attn: General Counsel

If to a member of the Availability Group, to:

Sungard Availability Services Capital, Inc.

680 East Swedesford Road

Wayne, PA 19087

Attn: General Counsel

Section 11.05 Public Announcements. Prior to the External Split-Off, SDS shall be the sole Party permitted to make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media unless otherwise required by Law or applicable stock exchange regulation.

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Section 11.06 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

Section 11.07 Entire Agreement. This Agreement and the Ancillary Agreements (including all exhibits and schedules hereto and thereto and any other agreement expressly contemplated hereby or thereby) constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.

Section 11.08 Assignment. This Agreement may not be assigned by operation of Law or otherwise without the express written consent of the other Parties (which consent may be granted or withheld in the sole discretion of such Parties), as the case may be, and any attempted assignment without such consent shall be null and void.

Section 11.09 Amendments. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Parties; or (b) by a waiver in accordance with Section 11.10.

Section 11.10 Waiver. Any Party may (a) extend the time for the performance of any of the obligations or other acts of any other Party; (b) waive any inaccuracies in the representations and warranties of any other Party contained herein or in any document delivered by any other Party pursuant hereto; or (c) waive compliance with any of the agreements of any other Party or conditions to such Party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by each Party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

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Section 11.11 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied (including the provisions of Article IV relating to indemnified parties), is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 11.12 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Section 11.13 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR LIABILITY DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR LIABILITY, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.13.

Section 11.14 Survival of Covenants. Except as expressly set forth in any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein or therein, shall survive the consummation of the AS Separation Transaction and shall remain in full force and effect.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective representatives thereunto duly authorized.

SUNGARD CAPITAL CORP.
By:	*
Name:	Charles J. Neral
Title:	Senior Vice President, Finance, and
	Chief Financial Officer
SUNGARD CAPITAL CORP. II
By:	*
Name:	Charles J. Neral
Title:	Senior Vice President, Finance, and Chief Financial Officer
SUNGARD HOLDING CORP.
By:	*
Name:	Charles J. Neral
Title:	Senior Vice President, Finance, and Chief Financial Officer
SUNGARD HOLDCO LLC
By:	*
Name:	Charles J. Neral
Title:	Senior Vice President, Finance, and Chief Financial Officer
SUNGARD DATA SYSTEMS INC.
By:	*
Name:	Charles J. Neral
Title:	Senior Vice President, Finance, and Chief Financial Officer

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

/s/ Charles J. Neral

Charles J. Neral

SUNGARD AVAILABILITY SERVICES CAPITAL, INC.
By:	*
Name:	Robert C. Singer
Title:	Executive Vice President and Chief Financial Officer
SUNGARD AVAILABILITY SERVICES HOLDINGS, LLC
By:	*
Name:	Robert C. Singer
Title:	Executive Vice President and Chief Financial Officer

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

/s/ Robert C. Singer

Robert C. Singer

EX-2.2

Exhibit 2.2

EXECUTION VERSION

TAX SHARING AND DISAFFILIATION AGREEMENT

Among

SUNGARD CAPITAL CORP.,

SUNGARD DATA SYSTEMS INC.

SUNGARD AVAILABILITY SERVICES CAPITAL, INC.

and

SUNGARD AVAILABILITY SERVICES HOLDINGS, LLC

Dated March 31, 2014

TABLE OF CONTENTS

Article 1 DEFINITIONS		2
Section 1.01.	General	2
Section 1.02.	Interpretation	10
Article 2 PREPARATION AND FILING OF TAX RETURNS, PAYMENT OF TAXES		10
Section 2.01.	Preparation and Filing of Tax Returns	10
	(a) SunGard Consolidated Returns	10
	(b) SunGard-AS Spinco Combined Returns	10
	(c) Separate Returns	10
	(d) Right of Review	11
	(e) Other Tax Returns	11
	(f) Authorizations	11
	(g) Amended Tax Returns	12
Section 2.02.	Allocation and Payment of Taxes	12
	(a) Pre-Distribution Period	12
	(b) Post-Distribution Period	12
	(c) Straddle Period	12
	(d) Taxes Not Shown on a Tax Return	12
	(e) Utilization of Tax Benefit Attributes	12
Section 2.03.	Transfer Taxes	13
Article 3 TAX MATTERS		13
Section 3.01.	Taxable Periods	13
Section 3.02.	Use of Tax Benefit Attributes	13
	(a) Carrybacks	13
	(b) Carryforwards	13
	(c) Use of Tax Benefit Attributes	14
Section 3.03.	Pre-Distribution Earnings and Profits	14
Section 3.04.	Capital and AS Spinco Income Tax Deductions in Respect of Certain Equity Awards; Incentive Compensation	14
Section 3.05.	AS Spinco Consolidated Group	14
Section 3.06.	Consistency in Filing Tax Returns	15
	(a) General	15
	(b) Intended Tax Treatment	15
Section 3.07.	Status of AS Spinco and Availability LLC	15
Section 3.08.	Section 336(e) Election	15
	(a) Protective Section 336(e) Election	15
	(b) Protective Section 336(e) Election Report	16
	(c) Protective Section 336(e) Election Reimbursement	16

Article 4 INDEMNITY		17
Section 4.01.	Indemnification	17
	(a) Indemnification by AS Spinco	17
	(b) Indemnification by SDS	17
Section 4.02.	Payment for Reduced Tax Benefit Attributes	18
Section 4.03.	Treatment of Indemnity Payments	18
Section 4.04.	Timing of Indemnity Payments	18
Section 4.05.	Refunds of Indemnified Taxes	18
Section 4.06.	After-Tax Basis	18
Article 5 REFUNDS, AUDITS, CONTROVERSIES, ADJUSTMENTS		19
Section 5.01.	Refunds	19
Section 5.02.	Notification	19
Section 5.03.	Contests	20
	(a) SunGard Consolidated Returns, SunGard-AS Spinco Combined Returns and SunGard Separate Returns	20
	(b) AS Spinco Separate Returns	20
Section 5.04.	Adjustments After Final Determination	21
Section 5.05.	Certain Compensation Deductions	21
Article 6 INFORMATION AND COOPERATION; BOOKS AND RECORDS		21
Section 6.01.	AS Spinco Tax Information	21
	(a) General	21
	(b) AS Spinco Tax Package	22
Section 6.02.	Capital Tax Information	22
Section 6.03.	Record Retention	22
Section 6.04.	Cooperation	23
Article 7 REPRESENTATIONS, WARRANTIES AND COVENANTS		23
Section 7.01.	Representations, Warranties and Covenants	23
	(a) Capital and SDS	23
	(b) AS Spinco and Availability LLC	23
Section 7.02.	Exceptions to Covenants	24
	(a) General	24
	(b) No Exception to Liability	24
	(c) Party for Purposes of Representations and Warranties	24
Section 7.03.	Certain IRS Contacts by AS Spinco Group	25
Article 8 GENERAL PROVISIONS		25
Section 8.01.	No Duplication of Payment	25
Section 8.02.	Interest	25
Section 8.03.	Termination	25
Section 8.04.	Effectiveness	25

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Section 8.05.	Notices	25
Section 8.06.	Complete Agreement; Construction	26
Section 8.07.	Counterparts	26
Section 8.08.	Waiver	26
Section 8.09.	Amendments	26
Section 8.10.	Successors and Assigns	26
Section 8.11.	Subsidiaries	27
Section 8.12.	Third Party Beneficiaries	27
Section 8.13.	Headings	27
Section 8.14.	Specific Performance	27
Section 8.15.	Governing Law	27
Section 8.16.	Arbitration	27
Section 8.17.	Severability	27
Section 8.18.	Costs and Expenses	27

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TAX SHARING AND DISAFFILIATION AGREEMENT

TAX SHARING AND DISAFFILIATION AGREEMENT (this “Agreement”), dated March 31, 2014, by and among, SUNGARD CAPITAL CORP., a Delaware corporation (“Capital”), SUNGARD DATA SYSTEMS INC., a Delaware corporation (“SDS”), SUNGARD AVAILABILITY SERVICES CAPITAL, INC., a Delaware corporation newly-formed by SDS (“AS Spinco”), and SUNGARD AVAILABILITY SERVICES HOLDINGS, LLC, a newly-formed Delaware limited liability company that is upon formation wholly-owned by SDS and classified as a disregarded entity for U.S. federal income tax purposes (“Availability LLC”). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings assigned to those terms in the Separation Agreement (defined below).

W I T N E S S E T H

WHEREAS, Capital is the common parent of a multinational group of corporations (the “SunGard Group”) and the common parent of an affiliated group of corporations within the meaning of Section 1504(a) of the Code that files consolidated U.S. federal income Tax Returns (the “SunGard Consolidated Group”);

WHEREAS, Capital, Capital II, SDS, AS Spinco and Availability LLC will effect certain transactions described in the Separation Agreement for the purpose of separating the AS Business from the SDS Business and aggregating the AS Business in Availability LLC and contributing the limited liability company interests of Availability LLC to AS Spinco;

WHEREAS, prior to the Distribution Date, (1) the members of the AS Spinco Group are members of the SunGard Group, (2) AS Spinco is a newly-formed member of the SunGard Group, and (3) certain members of the AS Spinco Group are included in the filing of consolidated, combined or unitary federal, state, local or foreign Tax Returns together with members of the SunGard Group or are disregarded entities the operations, income or assets of which are reflected on the Tax Returns of the SunGard Group;

WHEREAS, the Parties intend that (1) the Contribution and the First Internal Spin-Off qualify as a reorganization under Section 368(a)(1)(D) of the Code in which no gain or loss is recognized by SDS or AS Spinco and with each of SDS and AS Spinco as a party to the reorganization; (2) the Debt Repayment qualifies as a transfer under Section 361(b)(3) of the Code such that no gain is recognized upon the receipt of the Cash Proceeds by SDS in connection with the Contribution and the Debt Exchange qualifies as a distribution and exchange of “qualified property” under Section 361(c) of the Code; and (3) the First Internal Spin-Off, Second Internal Spin-Off and External Split-Off each qualify for non-recognition of gain or loss under Section 355 of the Code (collectively, the “Intended Tax Treatment”);

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. General. As used in this Agreement capitalized terms shall have the following meanings:

“Agreement” has the meaning assigned in the preamble hereto;

“AS Business” means the Availability Business as defined in the Separation Agreement;

“AS Spinco” has the meaning assigned in the preamble hereto;

“AS Spinco Assets” means any assets (including shares of stock and other equity interests) that are treated as held for the relevant Tax purposes, (1) immediately after the Contribution, by one or more members of the AS Spinco Group and, (2) immediately prior to the Contribution, by one or more members of the SunGard Group (including Availability LLC while wholly-owned by SDS);

“AS Spinco Common Stock” means the single class of authorized and outstanding common stock of AS Spinco;

“AS Spinco Consolidated Group” means the affiliated group of corporations (as defined in Section 1504(a) of the Code) as in existence after the Distribution Date of which AS Spinco is the common parent;

“AS Spinco D/355 Certificate” means an officer’s certificate in which the AS Spinco Representations are made or confirmed on behalf of AS Spinco in connection with the issuance of a Tax Opinion;

“AS Spinco Group” means (i) the AS Spinco Subsidiaries prior to the Contribution and (ii) AS Spinco and any Subsidiary, from time to time, of AS Spinco after the Contribution;

“AS Spinco Percentage” means 23%;

“AS Spinco Representations” means certain representations, statements, warranties and covenants of AS Spinco provided in connection with the issuance of a Tax Opinion;

“AS Spinco Separate Returns” has the meaning assigned in Section 2.01(c);

“AS Spinco Subsidiary” means (a) any and all Subsidiaries of SDS that conducted the AS Business prior to the Contribution and (b) any and all of the Subsidiaries of AS Spinco after the Contribution.

“Availability LLC” has the meaning assigned in the preamble hereto;

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“Business Day” means any day other than a Saturday, a Sunday and a day on which banks are required or authorized by law to be closed in the City of New York;

“Capital” has the meaning assigned in the preamble hereto;

“Capital Common Stock” means the shares of Class A and Class L common stock of Capital authorized and outstanding on the Distribution Date;

“Capital D/355 Certificate” means an officer’s certificate in which the Capital Representations are made or confirmed on behalf of Capital, Capital II Holding and SDS in connection with the issuance of a Tax Opinion;

“Capital Group” means Capital, Capital II, Holdings, SDS and any other Subsidiary of Capital that is not a member of the AS Spinco Group;

“Capital II” means SunGard Capital Corp. II, a Delaware corporation;

“Capital II Preferred Stock” means the 11.5% cumulative preferred stock, par value $0.001 per share, of Capital II authorized and outstanding on the Distribution Date;

“Capital Representations” means certain representations, statements, warranties and covenants of Capital, Capital II, Holding and SDS provided in connection with the issuance of a Tax Opinion;

“Capital” has the meaning assigned in the preamble hereto;

“Code” means the Internal Revenue Code of 1986, as amended;

“Consolidated Group” of which a Person is a member in respect of a taxable period means (1) the SunGard Consolidated Group if the Person is a member thereof for such taxable period and (2) the AS Spinco Consolidated Group if such Person is a member thereof for such taxable period;

“Contribution” means the transfer by SDS of all of the outstanding limited liability company interests in Availability LLC to AS Spinco in exchange for (a) AS Spinco’s issuance of the AS Spinco Notes to SDS, (b) the Cash Proceeds in an amount up to $1,025 million representing the net loan proceeds borrowed by AS Spinco under the AS Spinco Bank Debt, and (c) AS Spinco Common Stock;

“Debt Repayment” means the use by SDS of the Cash Proceeds to repay Existing SDS Debt pursuant to Article III of the Separation Agreement;

“Disregarded Foreign Subsidiary” means any AS Spinco Subsidiary that is, prior to the Distribution Date, an entity disregarded as separate (within the meaning of section 301.7701-3 of the Regulations) from a member of the SunGard Group and subject to tax on a net income basis in a non-U.S. jurisdiction by reason of its residence, presence, place of incorporation, place of effective control or management, or otherwise;

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“Distribution” means each of the First Internal Spin-Off, the Second Internal Spin-Off, and the External Split-Off;

“Distribution Date” means the closing date of the External Split-Off;

“Distribution Tax” means any Tax required to be paid by or imposed on any Party or any of its Subsidiaries resulting from, or directly arising in connection with, the failure of the Contribution, the Debt Exchange, the Debt Repayment, any Internal Spin-Off or the External Split-Off to qualify for the Intended Tax Treatment;

“Election Request” has the meaning assigned in Section 3.08(a);

“External Split-Off” means the transfer by Capital II of all of the AS Spinco Common Stock to the preferred shareholders of Capital II on a pro rata basis in exchange for a portion of their Capital II Preferred Stock;

“Favorable Tax Opinion” means a written tax opinion at a “should” level (or higher) by an independent tax counsel or accounting firm of recognized national standing acceptable to Capital and AS Spinco and upon which Capital and SDS or AS Spinco, as applicable, can rely to the effect that a transaction should not affect the Intended Tax Treatment. Any such opinion shall assume that the Contribution, the Debt Repayment, the Debt Exchange, the Internal Spin-Offs and the External Split-Off would qualify for the Intended Tax Treatment if the transaction did not occur.

“Final Determination” means the final resolution of liability for any Tax for any taxable period by or as a result of (1) a final and unappealable decision, judgment, decree or other order of a court of competent jurisdiction; (2) a final settlement, compromise or other agreement with the relevant Taxing Authority, an agreement that constitutes a determination under Section 1313(a)(4) of the Code, an agreement contained in an IRS form 870-AD, a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under State, local or foreign law; (3) the expiration of the applicable statute of limitations; or (4) payment of such Tax, if assessed by a Taxing Authority, pursuant to an agreement in writing by AS Spinco and Capital (or any of their Subsidiaries) to accept such assessment;

“First Internal Spin-Off” means the distribution by SDS, in respect of the stock of SDS, of all the AS Spinco Common Stock held by SDS to Holdco LLC, which is a limited liability company wholly owned by Holding, immediately followed by a distribution of such AS Spinco Common Stock by Holdco LLC to Holding;

“Fund” is a fund entity that is associated with a Sponsor and directly owns stock of Capital or Capital II;

“Fund Representation Letter” means the certificate from an officer of a Fund in which certain representations, statements and covenants are made in connection with the issuance of a Tax Opinion;

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“Group” of which a Person is a member means (1) the Capital Group if the Person is a member of the Capital Group and (2) the AS Spinco Group if such Person is a member of the AS Spinco Group;

“Holdco LLC” means SunGard Holdco LLC, a Delaware limited liability company.

“Holding” means SunGard Holding Corp., a Delaware corporation;

“Income Taxes” means any Taxes based upon, measured by, or calculated with respect to: (i) net income or profits or net receipts (including, but not limited to, any capital gains, minimum Tax, or any Tax on items of Tax preference, but not including sales, use, real or personal property, value added, escheat, excise or transfer or similar Taxes) or (ii) multiple bases (including franchise, doing business and occupation Taxes) if one or more bases upon which such Tax may be based, measured by, or calculated with respect to, is described in clause (i);

“Income Tax Return” means any Tax Return in respect of Income Taxes;

“Intended Tax Treatment” has the meaning assigned thereto in the preamble hereto;

“Internal Separation” means the transfer to Availability LLC of all of the AS Spinco Assets occurring prior to the Contribution.

“Key Managers” shall have the meaning set forth in the Employee Matters Agreement;

“IRS” means the Internal Revenue Service;

“Internal Spin-Offs” means the First Internal Spin-Off and the Second Internal Spin-Off;

“Mitigation Amount” has the meaning assigned in Section 5.05.

“Non-Income Taxes” means any Taxes other than Income Taxes including, for the avoidance of doubt, sales, use, value added, excise, goods and services, customs, escheat and similar Taxes;

“Non-Income Tax Return” means any Tax Return in respect of Non-Income Taxes;

“Party” means each of Capital, SDS, AS Spinco and Availability LLC;

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government (including any agency or political subdivision thereof);

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“Post-Distribution Period” means any Tax period beginning after the Distribution Date and the portion of any Straddle Period beginning after the Distribution Date;

“Pre-Distribution Period” means any Tax period ending on or before the Distribution Date and the portion of any Straddle Period ending on the Distribution Date;

“Protective Section 336(e) Election” shall have the meaning assigned thereto in Section 3.08(a);

“Protective Section 336(e) Election Report” shall have the meaning assigned thereto in Section 3.08(b);

“Regulations” means the final, temporary and proposed Treasury regulations promulgated under the Code;

“Representation Letters” means the AS Spinco D/355 Certificate, the Capital D/355 Certificate, the AS Spinco Representations, the Capital Representations, the Senior Management Representation Letters and the Fund Representation Letters;

“Restricted Transaction” means any transaction or series of transactions by a Person (or one or more of its Subsidiaries) during the period from the Distribution Date to the first day after the second anniversary of the Distribution Date that would

(i) cause or allow its Consolidated Group not to be engaged in the active trade or business (for purposes of Section 355(b) of the Code and Regulations thereunder) that in the Tax Representations is represented to be conducted by the members of its Group;

(ii) sell, exchange, distribute, transfer or otherwise dispose of or agree to transfer or dispose of (all as determined for U.S. federal income tax purposes) 35% or more of the gross assets of its Group or its Consolidated Group (as it exists on the day after the Distribution Date) other than pursuant to sales or transfers of inventory in the ordinary course of business;

(iii) dissolve, liquidate or involve a merger, consolidation, reincorporation or other reorganization of such Person (other than with another member of that Person’s Consolidated Group);

(iv) redeem or otherwise purchase (i) any of its outstanding stock or other equity rights with respect to stock except for (A) stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to its amendment by Revenue Procedure 2003-48) or (B) so long as such redemptions or other purchases of stock or equity rights do not represent (individually or in the aggregate) more than 5% of the aggregate value or voting power of its capital stock or equity rights outstanding immediately after the Distribution, redemptions or other purchases of stock or other equity rights issued in connection with the performance of services (and not excessive by reference to services performed) from employees or directors (or former employees or

6

directors) in connection with administering employee stock incentive compensation plans in the ordinary course or to align such employees’ stock ownership with their employer following the Distribution Date or (ii) any of the AS Spinco Notes;

(v) issue any of its stock (including, without limitation, restricted stock), unless such stock is issued in exchange for property, services or cash of approximately equivalent value and

(1) does not constitute (individually or in the aggregate) more than 5% of the aggregate value or aggregate voting power of its capital stock outstanding immediately after the Distribution; or

(2) is issued (A) to an employee or director in connection with the performance of services (and the stock issued is not excessive by reference to the services performed) in accordance with Safe Harbor VIII in Section 1.355-7(d) of the Regulations or (B) pursuant to the exercise or payment of a Substituted Equity Award or pursuant to Section 7.5 of the Employee Matters Agreement;

(vi) except with respect to the employee stock incentive compensation plans as in effect on the Distribution Date, enter into any agreements for sale or other disposition of its capital stock or amend its certificate of incorporation or other organizational documents or take any other action through shareholder vote or otherwise that affects the relative economic or voting rights of its outstanding stock (including, without limitation, any recapitalization, stock dividend or otherwise); and

(vii) enter into, or take affirmative steps in relation to, any negotiations, agreements or arrangements with respect to transactions or events (including stock issuances, option grants, capital contributions, acquisitions and changes in the voting power of any of its stock) that, separately or in conjunction with other transactions, may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly stock representing a “50 percent or greater interest” in such Person within the meaning of Section 355(e)(4) of the Code.

“Restructuring Tax” means any Tax, other than any Distribution Tax or Transfer Taxes described in Section 2.03, imposed as a result of or directly in connection with (1) the Contribution or the transfer of any other assets pursuant to Section 2.01 of the Separation Agreement or (2) the assumption by AS Spinco and/or Availability LLC of liabilities of SDS or its Affiliates pursuant to the Separation Agreement;

“SDS” has the meaning assigned in the preamble hereto;

“SDS Percentage” means 77%;

7

“Separation Agreement” means the Separation and Distribution Agreement, dated March 31, 2014, by and among Capital, Capital II, Holding, Holdco LLC, SDS, AS Spinco, and Availability LLC;

“Second Internal Spin-Off” means the distribution, in respect of the stock of Holding, by Holding of all of the shares of AS Spinco Common Stock held by Holding to Capital II pursuant to the Separation Agreement;

“Senior Management Representation Letters” means the certificates from the Chief Executive Officers of AS Spinco and Capital in which certain representations, statements and covenants are made in connection with the issuance of a Tax Opinion;

“Sponsor” shall mean Silver Lake Management Company, L.L.C.; Bain Capital Partners, LLC; Blackstone Communications Advisors I L.L.C. and Blackstone Management Partners IV L.L.C.; Goldman Sachs & Co.; Kohlberg Kravis Roberts & Co. L.P.; Providence Equity Partners V Inc.; and TPG GenPar IV, L.P.;

“Straddle Period” means a Tax period beginning on or before and ending after the Distribution Date;

“Subsidiary” means any and all corporations, partnerships, limited liability companies, joint ventures, associations and other entities of which Capital or AS Spinco or any Person, as applicable, owns directly or indirectly at least 50%, measured by voting power or value;

“Substituted Equity Award” means any (vested or unvested) employee stock option or restricted stock unit in respect of Capital Common Stock, Capital II Preferred Stock or AS Spinco Common Stock (the grant, exercise or vesting of which is subject to Section 83(a) of the Code or a similar provision of applicable foreign Tax law) and that has been adjusted or converted pursuant to the Employee Matters Agreement from a (vested or unvested) employee stock option or restricted stock unit (the grant, exercise or vesting of which is subject to Section 83(a) of the Code or a similar provision of applicable foreign Tax law) that was granted by a member of the SunGard Group to an employee of the SunGard Group on or prior to the Distribution Date;

“SunGard Consolidated Group” has the meaning assigned thereto in the preamble hereto;

“SunGard Consolidated Return” means any consolidated U.S. federal Income Tax Return of the SunGard Consolidated Group that includes AS Spinco or one or more AS Spinco Subsidiaries;

“SunGard Group” has the meaning assigned thereto in the preamble hereto;

“SunGard Separate Returns” has the meaning assigned in Section 2.01(c);

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“SunGard-AS Spinco Combined Returns” means any combined, unitary or consolidated Income Tax Return filed or to be filed with a State Taxing Authority that includes both a member of the Capital Group and any AS Spinco Subsidiary;

“Tainting Act” means, for each of AS Spinco and Capital (1) any action or omission by any member of its Group (including any officer or director thereof) that is inconsistent with the Tax Representations or any information submitted with respect to obtaining the Tax Opinion; (2) a failure of any of its representations made in this Agreement to be true and complete when made or otherwise relevant; (3) the breach by any member of its Group (including any officer or director thereof) of any covenant made in this Agreement or in the Tax Representations by or on behalf of such member; and (4) any other action or omission by any member of its Group (or any officer or director thereof) that (i) is not required pursuant to this Agreement or the Separation Agreement and (ii) such member knows or reasonably should expect, after consultation with its tax advisor, likely will give rise to Distribution Tax;

“Tax” or “Taxes” means any federal, State, local or foreign income, gross receipts, franchise, estimated, extension, escheat, alternative minimum, add-on minimum, sales, use, goods and services, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing;

“Taxing Authority” means any governmental body, agency, commission or authority having jurisdiction over the assessment, determination, collection or imposition of any Tax;

“Tax Benefit Attribute” means any net operating loss, net capital loss, foreign tax credit, general business credit or any other similar Tax asset or attribute;

“Tax Opinion” means the summary opinions and the opinions with technical analysis issued to Capital, Capital II and SDS by Shearman & Sterling LLP and Ropes & Gray LLP with respect to the qualification of (A) the Contribution and the First Internal Spin-Off as a reorganization within the meaning of Section 368(a)(1)(D) of the Code, (B) the Debt Repayment as a transfer under Section 361(b)(3) of the Code and the Debt Exchange as a transaction described in Section 361(c) of the Code, and (C) each of the First Internal Spin-Off, the Second Internal Spin-Off and the External Split-Off, as a transaction described in Code section 355 of the Code;

“Tax Package” has the meaning assigned in Section 6.01(b) below;

“Tax Representations” means the representations, statements, warranties and covenants set forth in the Representation Letters;

“Tax Return” means any return, declaration, statement, report, form and information return relating to Taxes, including any amendments thereto and any related or supporting information;

“Transfer Taxes” has the meaning assigned in Section 2.03;

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Section 1.02. Interpretation. The provisions of Section 1.02 of the Separation Agreement are incorporated by reference and shall apply to the terms and provisions of this Agreement and the Parties hereto mutatis mutandis.

ARTICLE 2

PREPARATION AND FILING OF TAX RETURNS,

PAYMENT OF TAXES

Section 2.01. Preparation and Filing of Tax Returns.

(a) SunGard Consolidated Returns. For each taxable year for which Capital files a consolidated U.S. federal income Tax Return and that begins on or before the Distribution Date, Capital shall include all members of the AS Spinco Group that Capital is permitted to include under applicable law in such consolidated Tax Return. Capital shall prepare and timely file (or cause to be prepared and timely filed) with the IRS any and all SunGard Consolidated Returns (including extension requests, and other documents and statements). SunGard Consolidated Returns shall include all income, gains, losses, deductions, credits and other Tax attributes of the members of the AS Spinco Group for all taxable periods for which Capital is entitled to include such member of the AS Spinco Group in such Tax Returns. AS Spinco agrees to, and shall compel each other such included member of the AS Spinco Group to, (i) timely file or join in the filing of the SunGard Consolidated Returns including extension requests, and other documents and statements, and (ii) take such other actions as Capital in good faith determines to be necessary to prepare, complete and timely file SunGard Consolidated Returns and to carry out the purposes and intent of this Section 2.01(a).

(b) SunGard-AS Spinco Combined Returns. Capital shall prepare and timely file (or cause to be prepared and timely filed) with the relevant State Taxing Authority any SunGard-AS Spinco Combined Returns. AS Spinco agrees to, and shall compel each other member of the AS Spinco Group (including disregarded entities) whose Tax information is included in any SunGard-AS Spinco Combined Return to (i) evidence agreement to be included in such SunGard-AS Spinco Combined Return on the appropriate form and (ii) take such other action as Capital in good faith determines to be necessary to prepare, complete and timely file SunGard-AS Spinco Combined Returns and to carry out the purposes and intent of this Section 2.01(b).

(c) Separate Returns. Capital shall be responsible for the preparation and timely filing of any other Tax Return with respect to any Tax (including Non-Income Taxes) that includes a member of the Capital Group (the “SunGard Separate Returns”). For any Tax Return with respect to any Tax (including Non-Income Taxes) that includes an AS Spinco Subsidiary or its operations or assets and that does not include any member of the Capital Group or their operations or assets (the “AS Spinco Separate Returns”), Capital shall be responsible for the preparation of any such AS Spinco Separate Return that is an Income Tax Return for a Pre-Distribution Period or Straddle Period and AS Spinco shall be responsible for the preparation and filing of any such AS Spinco Separate Return that is a Non-Income Tax Return for a Pre-Distribution Period. Any such AS Spinco Separate Return shall be prepared in a manner consistent with the current practice, elections, positions and methods used in filing the applicable

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AS Spinco Separate Return, and AS Spinco shall be responsible for the filing of such AS Spinco Separate Return; provided that, in the case of a AS Spinco Separate Return that is an Income Tax Return and relates to a Straddle Period, AS Spinco shall provide Capital on a timely basis with information with respect to the portion of such Straddle Period that begins after the Distribution Date that is necessary to prepare such AS Spinco Separate Return, which information will be prepared on a basis consistent with the current practices of such AS Spinco Separate Return.

(d) Right of Review. Capital shall have exclusive responsibility for and control of the preparation and filing of (including requests for extensions) SunGard Consolidated Returns, SunGard-AS Spinco Combined Returns, SunGard Separate Returns and any other Tax Return filed with any Taxing Authority in connection with the determination of the U.S. federal income tax liability of the SunGard Consolidated Group or a Tax liability (domestic or foreign) with respect to a SunGard-AS Spinco Combined Return, SunGard Separate Return or any other Tax Return of the SunGard Group or its Subsidiaries including AS Spinco Separate Returns that are Income Tax Returns for Pre-Distribution Periods; provided, except as set forth below in this Section 2.01(d), AS Spinco shall have exclusive responsibility for and control of the preparation and filing of AS Spinco Separate Returns that are Non-Income Tax Returns, provided further that, for a Pre-Distribution Period or a Straddle Period such Tax Returns shall be prepared in a manner consistent with Capital’s (or its relevant Subsidiary’s) current practice, elections, positions and methods used in filing the relevant Tax Returns, unless otherwise required by applicable Tax law or as determined in good faith by Capital. Notwithstanding the foregoing, Capital shall notify AS Spinco of any portion of any such Tax Return that relates to the AS Spinco Group and is not prepared in a manner consistent with current practice or does not reflect a current election, position or method used in filing the relevant Tax Return. With respect to AS Spinco Separate Returns that are Income Tax Returns and are prepared by Capital pursuant to Section 2.01(c), Capital shall provide AS Spinco with a reasonable opportunity to review such AS Spinco Separate Return, including any allocation of Taxes for a Straddle Period pursuant to Section 2.02(c), and shall consider in good faith the reasonable comments made by AS Spinco with respect to such Tax Returns. With respect to AS Spinco Separate Returns that are Non-Income Tax Returns that are prepared by AS Spinco pursuant to Section 2.01(c), AS Spinco shall provide Capital with a reasonable opportunity to review such Non-Income Tax Returns, and shall consider in good faith the reasonable comments made by Capital with respect to such Non-Income Tax Returns. In each case, the Parties shall attempt in good faith to resolve any disagreements resulting from their review.

(e) Other Tax Returns. The filing of any Tax Return not otherwise expressly dealt with in this Section 2.01 shall be filed by the Person who is responsible for filing such Tax Return under applicable Tax law and the payment of any Taxes shown as due or otherwise required to be reported on such Tax Returns shall be the responsibility of the Person who is primarily liable for such Taxes under applicable Tax law. In the case of a consolidated, combined, unitary or other group Tax Return, the member or other entity whose activity or operations generate the Taxes for which payment is due (computed on a stand alone basis) shall be treated as the Person who is primarily liable for such Taxes under applicable Tax Law for purposes of this Agreement.

(f) Authorizations. Capital and AS Spinco shall, and if necessary or appropriate shall cause their respective Subsidiaries to, prepare, sign and timely file any consents, elections,

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powers of attorney and other documents, and shall take any other actions necessary or appropriate, to effect the filing of any Tax Return pursuant to this Section 2.01 or to contest such Tax Return in accordance with Section 5.03.

(g) Amended Tax Returns. Capital shall have exclusive control in respect of the filing of any amendment in respect of any SunGard Consolidated Return, any SunGard-AS Spinco Combined Return, any SunGard Separate Return and any AS Separate Return that is an Income Tax Return for a Pre-Distribution Period or Straddle Period and AS Spinco shall have exclusive control in respect of the filing of any amendment in respect of any AS Separate Return that is a Non-Income Tax Return for a Pre-Distribution Period or Straddle Period.

Section 2.02. Allocation and Payment of Taxes

(a) Pre-Distribution Period. Except as provided otherwise in this Agreement, SDS shall be liable for and shall pay (or cause to be paid) to the relevant Taxing Authority any Income Taxes of or relating to any member of the SunGard Group for any Pre-Distribution Period (other than any portion of a Straddle Period) and AS Spinco shall be liable for and shall pay any Non-Income Taxes of or relating to any member of the AS Spinco Group or their operations or assets for any Pre-Distribution Period (including any portion of a Straddle Period).

(b) Post-Distribution Period. AS Spinco shall be liable for and shall pay (or cause to be paid) to the relevant Taxing Authority any Taxes of or relating to AS Spinco and any member of the AS Spinco Group for any Post-Distribution Period.

(c) Straddle Period. With respect to any Tax Return for a Straddle Period that includes a member of the AS Spinco Group or any such member’s assets or operations, the Parties and their respective Subsidiaries shall treat, and elect to treat the close of the Distribution Date as the last day of the Tax period. If no such election is permitted, the Taxes for the Straddle Period shall be allocated to the Pre-Distribution Period as follows: (A) in the case of real or personal property taxes, taxes based on capital, or a flat minimum amount tax, the total amount of such Taxes multiplied by a fraction, the numerator of which is the number of days in the partial period through and including the Distribution Date and the denominator of which is the total number of days in such Straddle Period; and (B) in the case of all other Taxes based on or in respect of income, the Tax computed on the basis of the taxable income or loss of AS Spinco and any member of the AS Spinco Group, as applicable, for such partial period determined from its books and records based upon an actual closing of the books methodology. AS Spinco shall be responsible for any Income Taxes attributable to the portion of the Straddle Period that begins after the Distribution Date as allocated under this Section 2.02(c), and for all Non-Income Taxes for the entire Straddle Period.

(d) Taxes Not Shown on a Tax Return. Except as otherwise provided in this Agreement, each Party and its respective Subsidiaries shall timely pay when due any Taxes not shown on a Tax Return filed by a member of a Group, such as Taxes invoiced by a Taxing Authority, for which such Party or Subsidiary is liable under applicable Tax law.

(e) Utilization of Tax Benefit Attributes. No Group member that utilizes a Tax Benefit Attribute of a member of the other Group shall be required to compensate or make any payment to such member of the other Group with respect to the utilization of such Tax Benefit Attribute except as provided in Section 4.02.

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Section 2.03. Transfer Taxes. Notwithstanding anything to the contrary in this Agreement, the Parties agree that all sales, use, transfer, recordation, documentary, stamp or similar Non-Income Taxes, applicable to, or resulting from (i) the Internal Separation, (ii) the Contribution, (iii) the Distributions, and (iv) any other distribution, transfer, assignment or other disposition, in respect of the acquisition of AS Business by Availability LLC in connection with and in preparation for the Distributions (“Transfer Taxes”) shall be borne equally by SDS and AS Spinco. Capital shall determine the manner in which any Transfer Taxes and any corresponding transactions are reported for Tax purposes, including any position that no Transfer taxes are due and payable and, unless otherwise required pursuant to a Final Determination, no member of the AS Spinco Group shall take any action that is inconsistent with the manner in which such Transfer Taxes and transactions are reported. Capital shall file (or cause to be filed) all necessary documentation with respect to such Transfer Taxes on a timely basis; provided that AS Spinco shall cooperate with the preparation of any such documentation and, to the extent required by applicable Tax law, will timely file such documentation.

ARTICLE 3

TAX MATTERS

Section 3.01. Taxable Periods. Unless prohibited by applicable law, any taxable year or other period of AS Spinco or any AS Spinco Subsidiary (including any Disregarded Foreign Subsidiary) that is included in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return that includes the Distribution Date shall end on the close of the Distribution Date. Taxes or Tax attributes of AS Spinco and any AS Spinco Subsidiary for the taxable period including the Distribution Date shall be allocated using a closing-of-the-books method. If applicable law prohibits a Disregarded Foreign Subsidiary from closing its taxable year as of the Distribution Date, Capital and such Disregarded Foreign Subsidiary shall determine any Tax items includible in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return as if its taxable year had closed as of the end of the Distribution Date in accordance with principles of Section 2.02(c).

Section 3.02. Use of Tax Benefit Attributes.

(a) Carrybacks. If a Tax Benefit Attribute arises in any taxable period beginning on or after the Distribution Date in respect of any Tax Return of AS Spinco or any other member of the AS Spinco Group, to the fullest extent permitted under applicable Tax law, the AS Spinco Consolidated Group, or the relevant member of the AS Spinco Group, as applicable, shall waive the carryback of such Tax Benefit Attribute. Notwithstanding Section 4.01(b) and Section 5.04, no payment shall be required for a carryback of any Tax Benefit Attribute of any member of the AS Spinco Group for the use of any member of the SunGard Group or in respect of a SunGard Consolidated Return.

(b) Carryforwards. Capital shall notify AS Spinco (a) as soon as practicable after the Distribution Date of any consolidated carryover item that may be partially or totally allocable to a member of the AS Spinco Group and carried over to a taxable period beginning after the Distribution Date and (b) promptly of subsequent adjustments which may affect such carryover item.

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(c) Use of Tax Benefit Attributes. No member of either Group shall enter into a transaction after the Distribution Date with the principal purpose or effect of reducing a Tax Benefit Attribute that otherwise could be used or would be available to the other Group, without the other Group’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 3.03. Pre-Distribution Earnings and Profits. Capital and SDS shall, in accordance with Sections 1.312-10(a) and 1.1502-33(f)(2) of the Regulations, allocate earnings and profits between SDS and AS Spinco in connection with the First Internal Spin-Off, such allocation shall control for Post-Distribution Periods, and if applicable, Capital shall determine any allocations and/or reductions of earnings and profits and foreign taxes paid or accrued with respect to the Contribution and Distribution, and such allocations and/or reductions shall control for Post-Distribution Periods. As reasonably requested by AS Spinco, Capital agrees to provide AS Spinco with copies of any workpapers or other documentation that were used in connection with determining the allocations and/or reductions of earnings and profits and foreign taxes paid or accrued under this Section 3.03.

Section 3.04. Capital and AS Spinco Income Tax Deductions in Respect of Certain Equity Awards; Incentive Compensation. The member of the Group for which the relevant individual is currently employed or, if such individual is not currently employed by a member of the Group, was most recently employed at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of the equity awards and other incentive compensation described in the Employee Matters Agreement shall be entitled exclusively to claim any and all Income Tax deductions in respect of such equity awards and other incentive compensation on its respective Tax Return associated with such event. For the avoidance of doubt, AS Spinco shall be entitled exclusively to claim all Income Tax deductions in respect of equity awards of AS Spinco Common Stock granted to Key Managers pursuant to Section 7.05 of the Employee Matters Agreement, and neither Capital nor any other member of the Capital Group shall be responsible for paying gross-ups in respect of such awards. AS Spinco shall comply with (A) the provisions of such Section 7.05 in causing Key Managers to own AS Spinco stock as described in such Section 7.05 and (B) the guidelines set forth in Schedule 7.5 to the Employee Matters Agreement for implementing such provisions.

Section 3.05. AS Spinco Consolidated Group. AS Spinco shall timely elect to file a consolidated U.S. federal income Tax Return pursuant to Section 1.1502-75(a) of the Regulations for taxable years beginning after the Distribution Date and shall cause each of its Subsidiaries that is, or is treated for U.S. federal income tax purposes as, an eligible U.S. domestic corporation to join in the filing of such consolidated Tax Return for each such taxable year.

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Section 3.06. Consistency in Filing Tax Returns.

(a) General. On or after the Distribution Date, neither Capital nor AS Spinco shall, or shall permit any member of its Group to, make or change any accounting method, change its taxable year, amend any Tax Return or take any Tax position on any Tax Return, take any other action, omit to take any action, or enter into any transaction other than in the ordinary course of business, that may reasonably be expected to result in, or does result in, any increased Tax liability of a member of the respective other Group, except with the prior written consent of AS Spinco, in the case of such a change, amendment or other action by the Capital Group, or Capital, in case of such a change, amendment or other action by the AS Spinco Group, which consent shall not be unreasonably withheld or delayed. The Parties hereto agree to file, and to cause the other members of the Capital Group and the AS Spinco Group, as applicable, to file, all U.S. federal, State and local income Tax Returns in accordance with this Article 3.

(b) Intended Tax Treatment. Without limiting the foregoing, unless otherwise required by a Final Determination, the Tax treatment reported on any Tax Return of the AS Spinco Group shall be consistent with the Intended Tax Treatment. To the extent that there are transactions relating to the Contribution or Distribution that are not covered by the Intended Tax Treatment, Capital shall determine the proper Tax treatment for such transactions and the method of reporting such transactions on any Tax Return, and such treatment and reporting method shall be used by the AS Spinco Group in preparing and filing any Tax Return of the AS Spinco Group.

Section 3.07. Status of AS Spinco and Availability LLC. For a period of not less than two consecutive years immediately following the Distribution Date, (a) AS Spinco shall maintain its status as a separate corporation and not change its classification under U.S. federal income tax law; and (b) AS Spinco will directly own all of the equity interests of Availability LLC, and Availability LLC will remain classified as an entity that is disregarded as separate from AS Spinco (within the meaning of section 301.7701-3 of the Regulations) for U.S. federal income tax purposes. During this period, such classification of Availability LLC shall not be changed without the prior written consent of Capital (as it may determine in its sole discretion).

Section 3.08. Section 336(e) Election.

(a) Protective Section 336(e) Election. Following completion of the Protective Section 336(e) Election Report pursuant to Section 3.08(b) below and subject to compliance by AS Spinco for further documentation provided by Section 3.08(c), the Parties agree that (i) at the written request of AS Spinco not later than the first anniversary of the External Split-Off (an “Election Request”), Capital and AS Spinco shall enter into a written, binding agreement and (ii) Capital shall timely make a protective election under Section 336(e) of the Code (and any similar provision of any state or local jurisdiction) and Regulation section 1.336-2(j) (a “Protective Section 336(e) Election”) with respect to the External Split-Off, in each case, in accordance with Regulation section 1.336-2(h). If the Election Request is made by AS Spinco, Capital shall timely file such forms as may be contemplated by applicable Tax law or administrative practice to effect such Protective Section 336(e) Election and the Parties will cooperate with each other in making the Protective Section 336(e) Election. Without limiting the foregoing, the Parties shall file statements, amend Tax Returns, provide assistance and take such other action as Capital determines in good faith are necessary to carry out the purposes and intent of this Section 3.08.

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To the extent, pursuant to a Final Determination, the External Split-Off constitutes a “qualified stock disposition,” as defined in Regulation Section 1.336-1(b)(6), the Parties shall not and shall not permit any of their respective Subsidiaries to, take any position for Tax purposes inconsistent with the relevant Protective Section 336(e) Election, except as may be required pursuant to a Final Determination. For the avoidance of doubt, Capital shall be permitted (as it may determine in its sole discretion) to make an election under Regulation section 1.1502-13(f)(5)(ii) in accordance with Regulation section 1.1502-13(f)(5)(ii)(E) and specifying Regulation section 1.1502-13(f)(5)(ii)(C) as the basis for relief.

(b) Protective Section 336(e) Election Report. No later than three months following the Distribution Date, Capital and AS Spinco shall jointly retain an independent accounting firm and/or law firm of recognized national standing (mutually acceptable to each Party) to assist them in analyzing and preparing a report (the “Protective Section 336(e) Election Report”) discussing the tax consequences and the relevant benefits and costs to the AS Spinco Group and the Capital Group of making a Protective Section 336(e) Election in respect of the External Split-Off, including the potential tax basis step-up in the assets of AS Spinco and its Subsidiaries, the tax effect on the Capital Group and the SunGard Group, and the potential for relief to the Capital Group under Regulation Section 1.1502-13(f)(5)(ii), and any other relevant matters. The Section 336 Report shall be completed by the six-month anniversary of the Distribution Date (subject to extension as mutually agreed by the Parties) and the out-of-pocket fees, expenses and costs incurred in preparing the Protective Section 336(e) Election Report shall be for the account of and paid by AS Spinco.

(c) Protective Section 336(e) Election Reimbursement. If AS Spinco makes the Election Request, AS Spinco shall reimburse Capital and the other members of the Capital Group for any and all incremental Taxes (including any Taxes resulting from such reimbursement) incurred by or otherwise imposed on Capital and the other members of the Capital Group and the SunGard Group that would not have arisen but for the Protective Section 336(e) Election (and any corresponding provision of State or local law) determined on a with and without basis and any reasonable out-of-pocket costs, fees and expenses incurred by the Capital Group in complying with such request. For the avoidance of doubt, the Parties acknowledge and agree that the reimbursement right of the Capital Group shall include the right to be reimbursed for additional Taxes, if any, that would be incurred by the Capital Group, for example, because the basis of AS Spinco Common Stock exceeds the basis of the AS Spinco assets at the time of the External Split-Off or because the Distribution involves multiple distributions of AS Spinco Common Stock by members of the Capital Group or because of disallowed losses. The Parties shall negotiate in good faith and AS Spinco shall cooperate with any reasonable request by Capital in connection with Capital making the Protective Section 336(e) Election, including entering into an agreement supplementing the Capital Group’s right of reimbursement or otherwise addressing points raised in the Protective Section 336(e) Report consistent with the intent of this Section 3.08. For the avoidance of doubt, it is the intention of the Parties that the Protective Section 336(e) Election shall be Tax and cost neutral to Capital and the other members of the Capital Group and the SunGard Group and the Tax benefit from any basis step-up in the assets of AS Spinco or other Tax benefit made available to AS Spinco because such election shall be for the account of AS Spinco, provided that nothing in this Section 3.08 shall be read to alter the rights and obligations of the Parties under Section 4.01 in respect of a Distribution Tax.

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ARTICLE 4

INDEMNITY

Section 4.01. Indemnification.

(a) Indemnification by AS Spinco. AS Spinco shall, on an after-Tax basis (as provided in Section 4.06), indemnify Capital, SDS and their respective Subsidiaries against and hold Capital, SDS and their respective Subsidiaries harmless from:

(i) except to the extent such amount relates to Restructuring Taxes or Distribution Taxes, any and all Non-Income Taxes of the AS Spinco Subsidiaries and their operations and assets for Pre-Distribution Periods, Straddle Period Taxes of the AS Spinco Group allocable under Section 2.02(c) to the Post-Distribution Period, and Transfer Taxes allocable to AS Spinco under Section 2.03;

(ii) the AS Spinco Percentage of any amount of Restructuring Tax and Distribution Tax, except to the extent due to a Tainting Act;

(iii) any amount of Restructuring Tax or Distribution Tax resulting from a Tainting Act of any member of the AS Spinco Group, and

(iv) reasonable out-of-pocket costs, expenses and fees incurred or otherwise paid in connection with matters indemnified against under this Section 4.01(a).

(b) Indemnification by SDS. SDS shall, on an after-Tax basis (as provided in Section 4.06), indemnify AS Spinco and its Subsidiaries against and hold AS Spinco and its Subsidiaries harmless from:

(i) except to the extent such amount relates to Restructuring Taxes or Distribution Taxes or is indemnified by AS Spinco pursuant to Section 4.01(a)(i), any and all Income Taxes payable with respect to any SunGard Consolidated Return, SunGard-AS Spinco Combined Return, SunGard Separate Return, AS Spinco Separate Return that is an Income Tax Return for a Pre-Distribution Period, Straddle Period Income Taxes allocable under Section 2.02(c) to the Pre-Distribution Period, and Transfer Taxes allocable to SDS under Section 2.03;

(ii) the SDS Percentage of any amount of Restructuring Tax and Distribution Tax, except to the extent due to a Tainting Act;

(iii) any amount of Restructuring Tax or Distribution Tax resulting from a Tainting Act of any member of the Capital Group; and

(iv) reasonable out-of-pocket costs, expenses and fees incurred or otherwise paid in connection with matters indemnified against under this Section 4.01(b).

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Section 4.02. Payment for Reduced Tax Benefit Attributes. AS Spinco shall, on an after-Tax basis (as provided in Section 4.06), indemnify Capital, SDS and their respective Subsidiaries against and hold Capital, SDS and their respective Subsidiaries harmless from any amount of Tax that would not have been imposed but for the fact that a Tax Benefit Attribute of a Disregarded Foreign Subsidiary available and actually used by a member of the Capital Group or the SunGard Group is less than if such Tax Benefit Attribute were determined (i) under a closing of the books method pursuant to Section 3.01 and (ii) consistently with Section 3.02(c). If the amount of a Tax Benefit Attribute is adjusted as a result of a Final Determination, the amount of the indemnification pursuant to this Section 4.02 and in accordance with Section 3.01 and Section 3.02(c) shall be adjusted to reflect such Final Determination.

Section 4.03. Treatment of Indemnity Payments. Except to the extent otherwise required by applicable Tax law, any indemnity payment hereunder shall be treated, for all Tax purposes, as made immediately before the First Internal Spin-Off (i) as a distribution by AS Spinco to SDS, if made pursuant to Section 4.01(a), and (ii) as a contribution by SDS to AS Spinco, if made pursuant to Section 4.01(b).

Section 4.04. Timing of Indemnity Payments. Any payment by one Party pursuant to Section 4.01 shall be made within ten Business Days of receipt of a claim of the other Party, but in no event more than five Business Days prior to the due date of the related payment of Taxes to the relevant Taxing Authority, unless explicitly provided otherwise in this Agreement. Notwithstanding the foregoing, in the event that a Tax is contested, if the Party that has the right to contest such Tax is indemnified, in whole or in part, by the other Party, then the indemnifying Party shall deposit the indemnified portion of the contested amount of Tax with the contesting Party within ten Business Days of receipt of a demand for a deposit from the contesting Party.

Section 4.05. Refunds of Indemnified Taxes. If any portion of Taxes with respect to which one Party is indemnified pursuant to Section 4.01 by another Party is refunded by a Taxing Authority, such refund, including any related interest thereon but net of any cost and expense incurred by the indemnified Party in connection with such refund, shall be the property of the Party that made a payment to the other Party pursuant to Section 4.01, and, if received by the Party that received the indemnification payment pursuant to Section 4.01, such Party shall promptly pay over such refund, including any related interest thereon but net of any cost and expense incurred by the indemnified Party in connection with such refund, to the Party that made the indemnification payment.

Section 4.06. After-Tax Basis. All indemnity payments under this Article IV shall be (i) increased to take account of any net Tax cost actually incurred by the indemnified party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit actually realized by the indemnified party arising from the incurrence or payment of any amount or other loss indemnified against hereunder. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any amount or other loss indemnified against hereunder. For purposes of this Section 4.06, an indemnified party shall be deemed to have “actually realized” a net Tax cost or a net Tax benefit to the extent that, and at such time as, the

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amount of Taxes payable (including Taxes payable on an estimated basis) by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the incurrence or payment of such amount indemnified against as the case may be. The Parties shall make any adjusting payment between each other as is required under this Section 4.06 within ten (10) days of the date an indemnified party is deemed to have actually realized each net Tax benefit or net Tax cost. The amount of any increase or reduction hereunder shall be adjusted to reflect any Final Determination with respect to the indemnified party’s liability for Taxes and any payments necessary to reflect such adjustment shall be made within ten (10) days of such determination.

ARTICLE 5

REFUNDS, AUDITS, CONTROVERSIES, ADJUSTMENTS

Section 5.01. Refunds. Except to the extent set forth in Section 4.05, Capital shall have the right to any Income Tax refunds or other Tax benefits, and any interest thereon, in respect of any SunGard Consolidated Return, any SunGard-AS Spinco Combined Return for the payment of which Capital is responsible pursuant to Section 2.02(a) (to the extent of such responsibility), any SunGard Separate Return and any AS Spinco Separate Return that is an Income Tax Return for a Pre-Distribution Period, and AS Spinco shall promptly pay over to SDS any refund to which Capital is entitled pursuant to this Section 5.01 that is received by a member of the AS Spinco Group (net of any cost or expense incurred in connection with such refund); and AS Spinco shall have the right to any refund of Non-Income Taxes of the AS Spinco Subsidiaries and their operations and assets for Pre-Distribution Periods and any interest thereon and SDS shall promptly pay over to AS Spinco any refund of Non-Income Taxes to which AS Spinco is entitled pursuant to this Section 5.01 that is received by a member of the Capital Group (net of any cost or expense incurred in connection with such refund).

Section 5.02. Notification. If one of the Parties (or any of their respective Subsidiaries) receives any written notice of deficiency, claim or adjustment or any other written communication from a Taxing Authority regarding any Distribution Tax or Restructuring Tax, the Party (or its Subsidiary) receiving such notice or communication shall promptly give written notice thereof to the other Party. AS Spinco shall promptly forward any written notice of deficiency, claim or adjustment or any other written communication that any member of the AS Spinco Group receives from a Taxing Authority to Capital if such notice or communication may relate to any SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return or any other matter for which Capital or SDS may be liable hereunder. Capital shall promptly forward any written notice of deficiency, claim or adjustment or any other written communication that any member of the Capital Group receives from a Taxing Authority to AS Spinco if such notice or communication may relate to an AS Spinco Separate Return or any other matter for which AS Spinco may be liable hereunder. A failure of Capital and SDS, on the one hand, or AS Spinco, on the other, to comply with this Section 5.02 shall not relieve the other Party of its indemnification obligation hereunder, except to the extent that such failure materially prejudices the ability of such other Party to contest the liability for the relevant Tax or increases the amount of such liability.

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Section 5.03. Contests.

(a) SunGard Consolidated Returns, SunGard-AS Spinco Combined Returns and SunGard Separate Returns. Capital shall have exclusive and sole responsibility and control of the conduct of examinations and audits of any SunGard Consolidated Return, any SunGard-AS Spinco Combined Return, or any SunGard Separate Return by any Taxing Authority, and of any refund claims with respect thereto. If a SunGard Consolidated Return, a SunGard-AS Spinco Combined Return, or a SunGard Separate Return becomes the subject of litigation in any court, the conduct of the litigation shall be controlled exclusively by Capital. AS Spinco shall assist and cooperate with Capital during the course of any such examination, audit or litigation. AS Spinco shall have the right to participate, at its own expense, in any audit, examination or litigation to the extent it relates to a matter for which AS Spinco is required to indemnify Capital pursuant to Section 4.01(a)(iii) and Capital shall not settle such audit, examination or litigation without the prior consent of AS Spinco, which consent shall not be unreasonably withheld or delayed. AS Spinco shall reimburse Capital for all reasonable out-of-pocket costs and expenses incurred by the Capital Group that relate to any examination, audit or litigation of any matter for which AS Spinco is required to indemnify Capital within 10 Business Days of receiving an invoice from Capital therefor, including a calculation of the amount of costs and expenses that provides sufficient detail to permit AS Spinco to reasonably understand and identify the calculations, provided if AS Spinco is only liable under this Agreement for a portion of the relevant adjustment, AS Spinco shall only be responsible for a proportionate amount of such costs and expenses.

(b) AS Spinco Separate Returns. Capital shall have exclusive and sole responsibility and control of the conduct of examinations and audits of any AS Spinco Separate Return that is an Income Tax Return with respect to a Pre-Distribution Period (other than in respect of a Straddle Period) by any Taxing Authority and any litigation in respect thereof; provided that Capital will keep AS Spinco reasonably informed of the status and progress of such examination, audit or litigation and Capital shall not settle such audit, examination or litigation without the prior written consent of AS Spinco, which consent shall not be unreasonably withheld or delayed. With respect to Non-Income Tax Returns of AS Spinco Subsidiaries, AS Spinco shall have exclusive and sole control of the conduct of examinations and audits of such Non-Income Tax Returns with respect to a Pre-Distribution Period by any Taxing Authority and any litigation in respect thereof; provided that AS Spinco shall keep Capital reasonably informed of the status and progress of such examination, audit or litigation and AS Spinco shall not settle such examination, audit or controversy without the prior written consent of Capital (which consent shall not be unreasonably withheld or delayed). With respect to an AS Spinco Separate Return that is an Income Tax Return for a Straddle Period, the Party with the greater burden of the potential adjustment shall be entitled to control the conduct of any examination and audit of such AS Spinco Separate Return by any Taxing Authority and any litigation in respect thereof; provided that the non-controlling Party shall be entitled to participate, at its own expense, in any audit, examination or litigation, the controlling Party shall not settle such audit, examination or litigation without the prior consent of the other Party, which consent shall not be unreasonably withheld or delayed. Capital and AS Spinco shall each assist and cooperate with the other Party during the course of any such proceeding.

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Section 5.04. Adjustments After Final Determination. If, as a result of a Final Determination, an adjustment by a Taxing Authority to Income Taxes or Non-Income Taxes is made with respect to a SunGard Consolidated Return, a SunGard-AS Spinco Combined Return, a SunGard Separate Return or an AS Spinco Separate Return, the allocation of liability and payment for Taxes shall be made in accordance with Section 2.02 and Section 4.01.

Section 5.05. Certain Compensation Deductions. If, as a result of a Final Determination, a Party (or its Subsidiary) that claimed a deduction pursuant to Section 3.04 is not allowed that deduction, in whole or in part, the other Party (or its Subsidiary) shall, upon request by such first Party, make a claim for such deductions if the taxable year to which such deductions would relate is not yet closed; provided, that the first Party has furnished the other Party (1) an opinion of counsel satisfactory to the other Party that such deduction by the other Party (or one of its Subsidiaries) is more likely than not to be sustained based on the Final Determination and (2) an acknowledgement that the first Party will reimburse the other Party for all reasonable out-of-pocket expenses incurred by the other Party (or any of its Subsidiaries) in connection with claiming such deduction. The other Party shall pay the first Party an amount equal to the amount by which the Taxes of the other Party have been actually reduced, as reflected on an amended Tax Return or claim for a refund, as a result of such deduction in such taxable year, or any prior or future taxable year to which such deductions may be carried, (the “Mitigation Amount”) assuming that such deductions will be treated as used after any other Tax Benefit Attribute of the claiming Party; provided that, if such deduction by such other Party (or any of its Subsidiaries) is not sustained in whole or in part in a Final Determination, the Party that received the Mitigation Amount shall return to the Party that paid the Mitigation Amount an amount equal to the reduction in the Mitigation Amount (if any) as a result of such Final Determination; provided, further, that the other Party shall be required to pay the first Party in respect of any Tax benefit realized in a future year only at the time when such benefit is actually realized (as determined under the principles of Section 4.06).

ARTICLE 6

INFORMATION AND COOPERATION; BOOKS AND RECORDS

Section 6.01. AS Spinco Tax Information.

(a) General. AS Spinco shall deliver to Capital, as soon as practicable upon Capital’s request, such information and data concerning the operations conducted before or as of the Distribution Date or in a Straddle Period by AS Spinco, and the members of the AS Spinco Group shall make available such knowledgeable employees of the AS Spinco Group as Capital may reasonably request, including providing the information and data required by Capital’s customary internal tax and accounting procedures, in order to enable Capital to complete and timely file all Tax Returns that Capital may be required to file with respect to the activities of any member of the AS Spinco Group, to respond to audits by any Taxing Authorities with respect to such activities, to prosecute or defend any administrative or judicial proceeding and to otherwise enable Capital to satisfy its accounting and tax requirements. AS Spinco shall provide office space to the IRS and other tax auditors when they are conducting on-site audits and to employees and representatives of Capital, to the extent requested by Capital, as long as a SunGard Consolidated Return, a SunGard-AS Spinco Combined Return, a SunGard Separate Return that includes AS Spinco Assets, or an AS Spinco Separate Return that is an Income Tax Return as the case may be, is open to assessment of additional Taxes or an assessment with respect to such a Tax Return is being contested.

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(b) AS Spinco Tax Package. The AS Spinco Group shall provide to Capital in a format determined by Capital all information reasonably requested by Capital as necessary to prepare any SunGard Consolidated Return, any SunGard-AS Spinco Combined Return, any SunGard Separate Return and any AS Spinco Separate Return that includes AS Spinco Assets (each, a “Tax Package”). The Tax Package shall be prepared on a basis consistent with current practices of the SunGard Consolidated Group, the relevant SunGard-AS Spinco Combined Return, the relevant SunGard Separate Return and the relevant AS Spinco Separate Return to which the Tax Package relates. AS Spinco shall furnish to Capital the Tax Package for the relevant SunGard Consolidated Return, SunGard-AS Spinco Combined Return, SunGard Separate Return or AS Spinco Separate Return in respect of a taxable year no later than 90 days after the close of the relevant taxable year or, in the case of a short taxable year, no more than 60 days after Capital requests AS Spinco to complete such Tax Package. AS Spinco shall also furnish Capital work papers and other such information and documentation as is reasonably requested by Capital for Tax preparation purposes with respect to any member of the AS Spinco Group or any AS Spinco Subsidiary.

Section 6.02. Capital Tax Information. Capital shall deliver, or cause to be delivered, to AS Spinco, as soon as practicable after AS Spinco’s request, such information and data in respect of AS Spinco Separate Returns that are Non-Income Tax Returns for Pre-Distribution Periods or information concerning any Tax Benefit Attributes that were allocated to a member of the AS Spinco Group if such information is reasonably necessary for AS Spinco to complete and timely file any Tax Returns that AS Spinco may be required to file with respect to the activities of any member of the AS Spinco Group, to respond to audits by any Taxing Authorities with respect to such activities, to prosecute or defend claims for Taxes in any administrative or judicial proceeding and to otherwise enable AS Spinco to satisfy its accounting and tax requirements. In addition, Capital shall make available to AS Spinco Capital’s knowledgeable employees for such purpose.

Section 6.03. Record Retention. Each of AS Spinco, on the one hand, and Capital and SDS, on the other, (and their respective Subsidiaries) shall retain all books, records, documentation or other information relied on or otherwise used in the preparation of any SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return reflecting AS Spinco Assets for taxable periods beginning before the Distribution Date and any AS Spinco Separate Return until the later of the six-year anniversary of the filing of the relevant Tax Return or the expiration of the relevant statute of limitations (including, in each case, any extension thereof). Upon the expiration of the relevant period, the foregoing information may be destroyed or disposed of; provided, however, that (i) the Party retaining the documentation or other information provides sixty (60) days prior written notice to the other party describing, in reasonable detail, the documentation to be destroyed or disposed of and (ii) such other Party agrees in writing to such destruction or disposal. If a Party objects to the proposed destruction or disposal, then the other Party shall promptly deliver such materials to the objecting party or continue to retain such materials, in either case at the expense of the objecting party.

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Section 6.04. Cooperation. The Parties shall reasonably cooperate with one another in a timely manner with respect to any matter arising hereunder, including the preparation and execution of memoranda and representations, the execution of any document that may be necessary or reasonably helpful in connection with any audit or contest, the filing or amending of a Tax Return or obtaining any Tax Opinion or private letter ruling. The Parties shall perform all actions required or permitted under this Agreement in good faith.

ARTICLE 7

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 7.01. Representations, Warranties and Covenants.

(a) Capital and SDS. Each of Capital and SDS hereby represents and warrants and, as to clauses (iii) and (iv), covenants to AS Spinco and Availability LLC that

(i) as of the date hereof, no member of the Capital Group knows of any fact that is inconsistent with the Tax Representations or the conclusions of the Tax Opinions as to the application of the Intended Tax Treatment;

(ii) no member of the Capital Group has any plan or intention to take any action or fail to take any action if such action or failure to act would be inconsistent with the Tax Representations;

(iii) unless otherwise required under applicable Tax law, each member of the Capital Group will treat, on any relevant Tax Return, the Contribution, the Debt Exchange, the Debt Repayment and each of the Distributions in accordance with the Intended Tax Treatment;

(iv) no member of the Capital Group will enter into a Restricted Transaction; and

(v) it has reviewed the Tax Opinions, the Representation Letters and any other materials delivered in connection with the rendering of the Tax Opinions and to the best of their knowledge, the facts and statements set forth therein to the extent descriptive of or relating to the Capital Group, are complete and correct.

(b) AS Spinco and Availability LLC. Each of AS Spinco and Availability LLC hereby represents and warrants and, as to clauses (iii) and (iv), covenants to Capital and SDS that

(i) as of the date hereof, neither AS Spinco nor any AS Spinco Subsidiary knows of any fact that is inconsistent with the Tax Representations or the conclusions of the Tax Opinions as to the application of Intended Tax Treatment;

(ii) no member of the AS Spinco Group has any plan or intention to take any action or fail to take any action if such action or failure to act would be inconsistent with the Tax Representations;

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(iii) unless otherwise required under applicable Tax law, each member of the AS Spinco Group will treat, on any relevant Tax Return, the Contribution, the Debt Exchange, the Debt Repayment and each of the Distributions in accordance with the Intended Tax Treatment;

(iv) no member of the AS Spinco Group will enter into a Restricted Transaction; and

(v) it has reviewed the Tax Opinions, the Representation Letters and any other materials delivered in connection with the rendering of the Tax Opinions and to the best of their knowledge, the facts and statements set forth therein to the extent descriptive of or relating to the AS Spinco Group, are complete and correct.

Section 7.02. Exceptions to Covenants.

(a) General. Notwithstanding Section 7.01(a)(iv) and Section 7.01(b)(iv), a Party or a member of its Group may enter into a Restricted Transaction if

(i) prior to entering into each such Restricted Transaction, the Party entering into such Restricted Transaction receives either a ruling from the IRS or a Favorable Tax Opinion, in form and substance reasonably satisfactory to the other Party, to the effect that the Restricted Transaction should not cause the Distribution, the Debt Exchange, the Debt Repayment or the Contribution to fail to qualify for the Intended Tax Treatment in whole or in part; and

(ii) if such Restricted Transaction is taken (or proposed to be taken) by or on behalf of AS Spinco or another member of the AS Spinco Group within one year from the Distribution Date, Capital consents in writing to such Restricted Transaction (which consent may be withheld by Capital at its sole discretion).

Each Party shall cooperate with the other Party in connection with obtaining such IRS ruling or Favorable Tax Opinion. The Party proposing to enter in a Restricted Transaction shall reimburse each member of the Group of the other Party for all reasonable out-of-pocket costs and expenses incurred by the such Group in connection with requesting or obtaining an IRS ruling or a Favorable Tax Opinion pursuant to this Section 7.02(a) within 10 Business Days of receiving an invoice from such other Party therefor.

(b) No Exception to Liability. For the avoidance of doubt, notwithstanding Section 7.02(a), entering into a Restricted Transaction shall be treated as a Tainting Act for all purposes of this Agreement, and each Party shall be liable for any Restructuring Tax or Distribution Tax resulting from any Restricted Transaction in which such Party participates.

(c) Party for Purposes of Representations and Warranties. For purposes of this Section 7.02, SDS and Capital shall be treated as a single Party and AS Spinco and Availability LLC shall be treated as a single Party.

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Section 7.03. Certain IRS Contacts by AS Spinco Group. No member of the AS Spinco Group shall seek any guidance from the IRS or any other Taxing Authority (whether written or oral) at any time concerning the consequences of the Contribution, the Debt Exchange, Debt Repayment or the Distributions to Capital or the SunGard Consolidated Group, including the effect of any other transactions, without prior written consent of Capital, which consent shall not be unreasonably withheld or delayed.

ARTICLE 8

GENERAL PROVISIONS

Section 8.01. No Duplication of Payment. Notwithstanding anything to the contrary herein, nothing in this Agreement shall require a Party hereto to make any payment attributable to any indemnification for Taxes or payment of Taxes hereunder, or to any Tax Benefit Attribute, for which payment has previously been made by such Party hereunder.

Section 8.02. Interest. Except as set forth as specifically provided herein, any payments required pursuant to this Agreement which are not made within the time period specified in this Agreement shall bear interest for the period the amount remains unpaid at a rate equal to two hundred basis points above the average interest rate on the senior bank debt of (i) SDS, in the case of a payment due to AS Spinco, or (ii) AS Spinco, in the case of a payment due to SDS or Capital.

Section 8.03. Termination. This Agreement shall remain in force and be binding so long as the applicable period for assessments or collections of Tax (including extensions) remains unexpired for any Taxes contemplated by, or indemnified against in, this Agreement.

Section 8.04. Effectiveness. The effectiveness of this Agreement and the obligations and rights created hereunder are subject to and conditioned upon the completion of the External Split-Off pursuant to the terms of the Separation Agreement.

Section 8.05. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such Person may subsequently specify by proper notice under this Agreement), (c) upon confirmation of receipt after transmittal by email (to such email address specified below or another email address or addresses as such Person may subsequently specify by proper notice under this Agreement) or (d) on the next business day when sent by internationally recognized overnight courier (providing proof of delivery) in each case to the respective Party at the following coordinates (or at such other coordinates for a Party as shall be specified in a notice given in accordance with this Section 8.05):

If to a member of the Capital Group, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attn: General Counsel

Attn: Vice President-Tax

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If to a member of the AS Spinco Group, to:

Sungard Availability Services Capital, Inc.

680 East Swedesford Road

Wayne, PA 19087

Attn: General Counsel

Attn: Director of Taxes

Section 8.06. Complete Agreement; Construction. This Agreement is intended to provide rights, obligations and covenants in respect of Taxes and shall supersede all prior agreements and undertakings, both written and oral, between members of the Capital Group, on the one hand, and members of the AS Spinco Group, on the other, with respect to the subject matter hereof and thereof.

Section 8.07. Counterparts. This Agreement may be executed in one or more counterparts, and by Capital, SDS, AS Spinco and Availability LLC in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 8.08. Waiver. Capital or SDS and AS Spinco or Availability LLC, as the case may be, may (a) extend the time for the performance of any of the obligations or other acts of the other party or parties, (b) waive any inaccuracies in the representations and warranties of the other party or parties contained herein or in any document delivered by the other party or parties pursuant hereto or (c) waive compliance with any of the agreements or conditions of the other party or parties contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any such rights.

Section 8.09. Amendments. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, Capital, SDS, AS Spinco and Availability LLC or (b) by a waiver in accordance with Section 8.08.

Section 8.10. Successors and Assigns. The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by Capital, SDS, AS Spinco and Availability LLC and their respective successors and permitted assigns. This Agreement cannot be assigned by Capital, SDS, AS Spinco or Availability LLC without the consent of the other party.

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Section 8.11. Subsidiaries. Capital, SDS, AS Spinco and Availability LLC shall each cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such party (including predecessors and successors) or by any entity that becomes a Subsidiary of such party on or after the Distribution Date.

Section 8.12. Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of Capital, SDS, AS Spinco and Availability LLC and their respective Subsidiaries, and nothing herein, express or implied, is intended to or shall confer upon any third parties any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.13. Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.14. Specific Performance. Capital, SDS, AS Spinco and Availability LLC agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 8.15. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.

Section 8.16. Arbitration. Any conflict or disagreement arising out of the interpretation, implementation, or compliance with the provisions of this Agreement shall be finally settled pursuant to the provisions of Article VII (Dispute Resolution) of the Separation Agreement, which provisions are incorporated herein by reference.

Section 8.17. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, Capital, SDS, AS Spinco and Availability LLC shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner.

Section 8.18. Costs and Expenses. Unless specifically provided herein, each Party agrees to pay its own costs and expenses resulting from the fulfillment of its respective obligations hereunder.

*        *        *

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IN WITNESS WHEREOF, Capital, SDS, AS Spinco and Availability LLC have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SUNGARD CAPITAL CORP.,
By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
SUNGARD DATA SYSTEMS INC.,
By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer

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

/s/ Charles J. Neral

Charles J. Neral

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SUNGARD AVAILABILITY SERVICES CAPITAL, INC.,
By:	*
	Name:	Robert C. Singer
	Title:	Executive Vice President and Chief Financial Officer
SUNGARD AVAILABILITY SERVICES HOLDINGS, LLC,
By:	*
	Name:	Robert C. Singer
	Title:	Executive Vice President and Chief Financial Officer

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

/s/ Robert C. Singer

Robert C. Singer

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EX-2.3

Exhibit 2.3

EXECUTION VERSION

TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is dated as of March 31, 2014, between SunGard Development LLC, a Delaware limited liability company (“Licensor”), and Sungard Availability Services Capital, Inc., a Delaware corporation (“Licensee”) (each, a “Party” and, collectively, the “Parties”).

W I T N E S S E T H

WHEREAS, pursuant to that certain Separation and Distribution Agreement, dated as of March 31, 2014, between SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, SunGard Data Systems Inc. (“SDS”), Licensee and Sungard Availability Services Holdings, LLC (the “Separation Agreement”; all capitalized terms used herein but not otherwise defined herein shall have the meanings provided to them in the Separation Agreement), Licensee was established for the operation of the Availability Business (as defined below); and

WHEREAS, Licensor has agreed to grant to Licensee, and Licensee desires to obtain from Licensor, a license to the Licensed Marks (as defined below) for use in connection with the Availability Business, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Advertising and Trade Materials” means advertising materials, signage, publications, brochures, stationery, leaflets, statements, invoices, business cards, Web sites and other related materials.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For the purposes of this Agreement, (a) Licensor and the other members of the SDS Group shall not be deemed to be Affiliates of Licensee or the other members of the Availability Group; and (b) Licensee and the other members of the Availability Group shall not be deemed to be Affiliates of Licensor or the other members of the SDS Group.

“AS Domain Names” means the Internet domain names set forth on Schedule A.

“Availability Business” means the business of SDS and its Subsidiaries identified as “Availability Services” in SDS’s filings with the SEC, including SDS’s Form 10-K and financial statements for the year ended December 31, 2013 (or as otherwise conducted by Licensee and its subsidiaries between December 31, 2013 and the Effective Date), to the extent

such business is conducted by the Availability Group immediately prior to the Distribution Date, and any extension thereof conducted by Licensee or its subsidiaries after the Distribution Date, but not any extension directly competitive with (at the time of the use of the SAS Mark) any SDS Software or services of SDS or its subsidiaries related to such SDS Software.

“Change of Control” means that, with respect to a party, (a) a Person or group of Persons shall have become the beneficial owner of voting securities representing more than fifty percent (50%) of the then-outstanding voting power of all outstanding voting securities of such party; or (b) the sale of all or substantially all of the assets of such party to any Person or group of Persons in one transaction or a series of transactions; provided, however, that an initial public offering of such party shall not be deemed a Change of Control.

“Competitive Software” means software that is directly competitive with any SDS Software.

“Contract Year” means, for the first contract year, the period from the Effective Date until the first anniversary of the Effective Date, and for each subsequent contract year, the twelve (12) month period between the last anniversary of the Effective Date until the next anniversary of the Effective Date, in each case while this Agreement is in effect.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“Corporate Name” has the meaning set forth in Section 6.02.

“Domain Names” means the AS Domain Names, Pointer Domain Names and Restricted Domain Names.

“DN Marks” has the meaning set forth in Section 3.01.

“Effective Date” means the Distribution Date.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Existing Stock” has the meaning set forth in Section 6.01.

“Governmental Authority” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body of competent jurisdiction.

“Indemnified Party” has the meaning set forth in Section 8.03.

“Indemnifying Party” has the meaning set forth in Section 8.03.

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“Landing Page” has the meaning set forth in Section 3.02.

“Licensed Marks” means the SAS Mark and the DN Marks.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Pointer Domain Names” means the Internet domain names set forth on Schedule B.

“Prime Rate” means the rate which JPMorgan Chase Bank (or any successor thereto or other major money center commercial bank agreed to by the Parties) announces from time to time as its prime lending rate in the United States, as in effect from time to time.

“Restricted Domain Names” means the Internet domain names set forth on Schedule C.

“Retained Name and Marks” has the meaning set forth in Section 6.01.

“Revenue” means all revenue received for the conduct of the Availability Business, except for revenue received from channel partners for White Label Products.

“Royalty Period” has the meaning set forth in Section 10.01.

“Royalty Statement” has the meaning set forth in Section 10.04.

“SAS Mark” means the trade name and trademark SUNGARD AVAILABILITY SERVICES, any registrations and applications therefor, and all common law rights pertaining thereto. For the avoidance of doubt, in no event shall “SAS Mark” include any of Licensor’s rights in any trade names or trademarks (a) in the name SUNGARD alone; or (b) in any additional words, characters, symbols or other elements other than the trade name and trademark SUNGARD AVAILABILITY SERVICES.

“SEC” means the United States Securities and Exchange Commission.

“SDS Competitor” means a Person that sells, licenses, distributes or hosts Competitive Software or any services directly competitive with any services of SDS or its subsidiaries related to any SDS Software.

“SDS Software” means any software of SDS or its subsidiaries.

“SunGard Marks” means the Licensed Marks and the Retained Name and Marks.

“Term” has the meaning set forth in Section 9.01.

“Territory” means the entire world.

“Third-Party Claim” has the meaning set forth in Section 8.03.

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“Trademarks” means trademarks, service marks, Internet domain names, trade dress, trade names and other identifiers of source or goodwill, including registrations and applications for any of the foregoing.

“White Label Product(s)” means a product or service that is manufactured or offered by Licensee or its subcontractors but that is packaged or sold by a third party under a different brand name, and whereby such product or service does not incorporate, bear, use or reference the SAS Mark.

SECTION 1.02. Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section or Schedule, such reference is to an Article or Section of, or a Schedule to, this Agreement;

(b) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein;

(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(g) references to a Person are also to its successors and permitted assigns;

(h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(i) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.

ARTICLE 2

TRADEMARK LICENSE

SECTION 2.01. Grant of Trademark License. Subject to the terms and conditions of this Agreement, effective as of the Effective Date, Licensor hereby grants to Licensee, and Licensee hereby accepts, solely to the extent of Licensor’s rights in and to the SAS Mark, a non-transferable, exclusive right and license to use the SAS Mark solely in connection with the Availability Business in the Territory, including in connection with the manufacture,

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use, distribution, promotion, marketing, sale, offering for sale, import and export of products and services and Advertising and Trade Materials, in each case, of such business. Licensee’s rights granted herein include the right to use the SAS Mark in connection with geographic descriptors (e.g., “SUNGARD AVAILABILITY SERVICES (Canada)”).

SECTION 2.02. Sublicense Rights. Subject to any limitations and restrictions set forth herein, Licensee shall have the right to sublicense the rights and licenses granted hereunder to Affiliates and third parties acting on behalf of Licensee, in each case, solely in connection with Licensee’s operation of the Availability Business; provided, however, that Licensee may only sublicense the right and license granted pursuant to Section 3.01 in connection with the assignment of an AS Domain Name; provided, further, that any such assignment shall obligate the assignee to assign such AS Domain Name to Licensor upon termination of this Agreement and further designates Licensor as a third-party beneficiary thereto. Licensee shall be responsible for the acts and omissions of its sublicensees with respect to such sublicensees’ use of the Licensed Marks. Licensee shall cause all such sublicensees to agree to be bound by obligations that are substantially similar to Licensee’s obligations herein, and shall reserve the right for Licensor to inspect such sublicensees’ use in a manner consistent with Licensor’s inspection rights under Section 4.02 herein. Except as provided in this Section, Licensee shall have no other right to sublicense the Licensed Marks.

SECTION 2.03.

(a) No Rights Granted Outside of Availability Business. The Parties hereby acknowledge and agree that all of the Trademark rights granted by Licensor to Licensee hereunder (including, but not limited to, the DN Marks) are granted solely for use by Licensee and its authorized sublicensees or any Acquirer (who is not a SDS Competitor) in connection with Licensee’s operation of the Availability Business, except as specified in Sections 2.03(b) and (c) below. The Parties hereby further acknowledge and agree that:

(i) any use of Licensor’s Trademark rights granted hereunder or of any mark derivative of the mark “SUNGARD”, in either case, by an Acquirer who is a SDS Competitor in connection with any software or services related to software that are directly competitive with (at the time of such use) any SDS Software or services of SDS or its subsidiaries related to such SDS Software shall constitute a material breach of this Agreement.

(ii) except as specified in Sections 2.03(b) and (c) below, any use of Licensor’s Trademark rights granted hereunder or of any mark derivative of the mark “SUNGARD”, in either case, by Licensee or its authorized sublicensees or an Acquirer who is not a SDS Competitor in connection with any extensions of Availability Business services subsequent to the Effective Date for software or services that are directly competitive with (at the time of such use) any SDS Software or services of SDS or its subsidiaries related to such SDS Software shall constitute a material breach of this Agreement.

(iii) as used in this Section, “Acquirer” shall mean a Person who acquires Licensee (whether by acquisition of stock or in any other manner), the license rights hereunder or the majority of Licensee’s assets or business.

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(b) Notwithstanding anything to the contrary in this Agreement, Licensee, its authorized sublicensees and any Acquirer who is not a SDS Competitor may use the Licensed Marks to provide Availability Business services to a customer in regards to its licensed copy of SDS Software if such customer’s agreement with SDS or its subsidiaries permits a third party to provide such services for the licensed software; provided, however, that neither Licensee, any authorized sublicensees nor any Acquirer who is not a SDS Competitor may provide any application managed services for SDS Software itself.

(c) Notwithstanding anything to the contrary in this Agreement, Licensee, its authorized sublicensees and any Acquirer may use the Licensed Marks to provide Availability Business services to a SDS Competitor; provided that neither Licensee, any authorized sublicensees, any Acquirer nor the SDS Competitor may use any of the Licensed Marks hereunder to market or sell the hosted Competitive Software or related services to third parties.

SECTION 2.04. Usage Restrictions

(a) Without the prior written consent of Licensor, which consent will not be unreasonably withheld or delayed, and except as expressly permitted herein, Licensee shall not (i) adopt or use any variation of the Licensed Marks or any word, design, name, mark, logo, symbol or slogan confusingly similar to the Licensed Marks; or (ii) use the Licensed Marks with any other word, design, name, mark, logo, symbol or slogan so as to form a composite mark. SunGard consents to the use of the logos and variations thereof as set forth on Schedule E with the Licensed Mark.

(b) Licensee shall not, in any use of the SAS Mark hereunder, use the name SUNGARD in a manner that is larger than, or otherwise appears more prominently than, either the words “availability” or “services”.

SECTION 2.05. Notice. Licensee shall include on all marketing materials, press releases, Web sites and all similar items bearing the SAS Mark where it is customary to provide a trademark notice, the following notice: “Sungard Availability Services is a trademark of SunGard Data Systems or its affiliate, used under license,” or any similar statement required by Licensor concerning the status of the SAS Mark. Licensee shall ensure that all such uses of the SAS Mark hereunder are accompanied by the symbols “®” and/or “™” (as appropriate).

SECTION 2.06. Ownership. Licensee acknowledges that, as between the Parties, Licensor is the owner of all right, title and interest in and to the SunGard Marks. All rights in and to the SunGard Marks not expressly granted to Licensee under this Agreement are hereby reserved to Licensor. All goodwill and improved reputation generated by Licensee’s use of the SunGard Marks shall inure solely to the benefit of Licensor. In the event that Licensee has any rights in or to the SunGard Marks (other than the rights granted in Section 2.01, Section 3.01 or Section 6.01), Licensee hereby assigns all such rights to Licensor. Licensee shall, upon Licensor’s reasonable request, take any and all actions and execute additional documents to

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establish and perfect Licensor’s ownership rights in and to the SunGard Marks. Licensee shall not represent to any third party that Licensee or such third party has or will have any ownership interest in the SunGard Marks.

SECTION 2.07. Limitations. Licensee shall not (a) by any act or omission use the SunGard Marks in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor’s business or reputation, or which might dilute or otherwise harm the value, reputation or distinctiveness of the SunGard Marks or the goodwill of Licensor therein; (b) in any jurisdiction, file applications to register any trademark or service mark that consist of, in whole or part, or are confusingly similar to, the SunGard Marks, except as expressly permitted by Section 7.02; (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor’s ownership of or interest in the SunGard Marks; or (d) enter into any agreement that conflicts with, results in any breach of, or constitutes a default under, the terms and conditions of this Agreement. Licensor’s obligations under this Agreement are expressly subject to and conditioned upon the timely performance of all of Licensee’s obligations under this Agreement, including the obligations set forth in this Section.

SECTION 2.08. Non-Infringement. The Parties acknowledge that Licensor or its Affiliates own certain Trademarks for the name SUNGARD alone and for such name in connection with the terms “Disaster Plan/90” and “Mobile Data Center”. Licensor agrees that in no event shall Licensee’s (i) use of the terms “Disaster Plan/90” and “Mobile Data Center” and derivations thereof in connection with goods and/or services of the Availability Business, provided such use is without the name SUNGARD alone or derivations of such name (other than the Licensed Marks or the abbreviations thereof specified in, and used in accordance with, this Section); (ii) use of the abbreviation “SGAS” in connection with the Availability Business; or (iii) use of the abbreviation “SUNGARD AS” as defined to mean SUNGARD AVAILABILITY SERVICES in marketing materials and letters in connection with the Availability Business; be considered to infringe, dilute or otherwise violate Licensor’s or its Affiliates’ rights in and to any such foregoing Trademarks. Licensor shall not oppose any attempt by Licensee to register trademarks for the terms specified in, and used in accordance with, item (i) of this Section; provided, however, that Licensee is not permitted to register any Trademarks containing the abbreviation “SUNGARD AS” without Licensor’s prior written consent.

ARTICLE 3

DOMAIN NAMES

SECTION 3.01. AS Domain Names. Subject to the terms and conditions of this Agreement, and except as expressly granted pursuant to Section 2.01, effective as of the Effective Date, Licensor hereby grants to Licensee, and Licensee hereby accepts, solely to the extent of Licensor’s rights in and to the trademarks and trade names embodied by the AS Domain Names (the “DN Marks”), a non-transferable, exclusive right and license to use the AS Domain Names, solely as Internet domain names in connection with the Availability Business in the Territory; provided, however, that Licensee may only use www.sungardns.com for the purposes for which such Internet domain name was used immediately prior to the Effective Date and in no event in a customer-facing or otherwise public manner, except to manage Licensee’s commercial Internet domain name services that it provides to its customers. Licensee is permitted to register Internet domain names that are geographical extensions of the AS Domain

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Names (e.g., www.sungardas.cz) without Licensor’s consent, and such Internet domain names shall be included in the definition of “AS Domain Names” hereunder. Licensee shall register, renew and maintain the AS Domain Names at its own cost and expense. If Licensee elects to abandon or allow to expire any AS Domain Name, it will promptly notify Licensor of the same prior to such abandonment or expiration, and at Licensor’s request, promptly assign such AS Domain Name to Licensor.

SECTION 3.02. Pointer Domain Names. Licensee shall assign, and shall cause to be assigned, the Pointer Domain Names to Licensor as soon as commercially practicable after the Effective Date. As soon as commercially practicable after the Effective Date, Licensee shall place hyperlinks on the main Web page associated with each Pointer Domain Name, in a format reasonably acceptable to Licensor, from which visitors to such Web page will have the choice of connecting to either (a) a Web site of Licensee used in connection with the Availability Business; or (b) a Web site of Licensor used in connection with the SDS Business (a “Landing Page”). Upon Licensee’s assignment of any Pointer Domain Name to Licensor, Licensor shall be permitted to remove the Landing Page from such Pointer Domain Name; provided, however, that, for so long as Licensee is using such Pointer Domain Name in a marketing campaign, Licensor shall include a hyperlink on the main Web page associated with such Pointer Domain Name that connects visitors to a Web site used in connection with the Availability Business; provided, further, that in no event shall Licensor be required to include a hyperlink on any Pointer Domain Name after six (6) months from the Effective Date. Licensee shall notify Licensor of any such marketing campaigns using a Pointer Domain Name immediately upon the assignment of such Pointer Domain Name to Licensor. Licensee shall register, renew and maintain the Pointer Domain Names at its own cost and expense during the period prior to Licensee’s assignment to Licensor. Upon such assignment to Licensor, Licensor shall register, renew and maintain the Pointer Domain Names at its own cost and expense. If Licensor elects to abandon or allow to expire any Pointer Domain Name, it will promptly notify Licensee of the same prior to such abandonment or expiration, and at Licensee’s request, promptly assign such Pointer Domain Name to Licensee.

SECTION 3.03. Domain Name Administrative Rights. As soon as commercially practicable after the Effective Date, Licensor shall, and shall cause it Affiliates, to grant to Licensee or Licensee’s designees administrative access with the Internet domain name registrar MarkMonitor for the following Internet domain names: (a) www.sungard.com; and (b) www.sungard.net, in each case, during the period that Licensee is providing transition services for the DNS server under the Transition Services Agreement between SDS and Licensee dated as of the date hereof. Licensor shall not grant administrative access to allow Licensee or its designees to transfer such Internet domain names to a different Internet domain name registrar other than MarkMonitor, and Licensee shall not, and shall cause its designees not to, undertake such transfer or otherwise encumber Licensor’s or its Affiliates’ title in and to such Internet domain names. Any changes to the Web sites associated with such Internet domain names during the period in which Licensee or its designees have administrative access must be requested by either Party in writing and must be approved in writing by the non-requesting Party.

SECTION 3.04. Restricted Domain Names. As soon as commercially practicable after the Effective Date, but in no event later than, for each Restricted Domain Name, the period of time after the Effective Date listed under its “Transition Period” in Schedule C, Licensee shall

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assign, and shall cause to be assigned, the Restricted Domain Names to Licensor. As soon as commercially practicable after the Effective Date, Licensee shall place a Landing Page on the main Web page associated with each of the Restricted Domain Names in a format reasonably acceptable to Licensor. Upon Licensee’s assignment of each Restricted Domain Name to Licensor, Licensor shall be permitted to remove the Landing Page from such Restricted Domain Name.

SECTION 3.05. Registrant Name Change Agreement. In connection with each Party’s obligations to assign Internet domain names to the other pursuant to this Article 3 and Section 9.05 of this Agreement, the assignor Party shall promptly execute or otherwise complete any applicable registrant name change agreement or other forms required by the applicable Internet domain name registrar in order to transfer Internet domain names to the assignee Party, and the assignor Party shall take any further actions that the assignee Party reasonably requests to transfer Internet domain names to the assignee Party on an expedited basis, and at the assignee Party’s expense.

ARTICLE 4

QUALITY CONTROL

SECTION 4.01. Quality Control. In order to preserve and enhance the inherent value of the SunGard Marks and the substantial goodwill pertaining thereto, Licensee shall ensure that all uses of the SunGard Marks by Licensee and any sublicensee shall meet or exceed the current high standards of style, appearance, service, image and quality associated with such SunGard Marks, as may be further directed from time to time by Licensor. Licensee shall ensure that all uses of the SunGard Marks by Licensee and any sublicensee comply with the provisions of this Agreement.

SECTION 4.02. Inspection. To control and monitor Licensee’s compliance with this Agreement, (a) Licensor and/or its duly authorized representatives shall have the right, from time to time upon reasonable written notice to Licensee, to inspect, test and audit any uses of the SunGard Marks by Licensee; and (b) Licensee shall provide Licensor and/or its duly authorized representatives with full and open access during normal business hours to Licensee’s employees and agents who are familiar with the usage of the SunGard Marks. Licensee shall promptly remedy any non-compliant uses of the SunGard Marks identified by Licensor; provided that in the event Licensor reasonably determines that any such non-compliant uses pose an immediate threat to the validity or enforceability of the SunGard Marks, Licensee shall immediately cease and desist all such non-compliant uses upon notice from Licensor.

SECTION 4.03. Compliance with Laws. Licensee shall comply with any and all applicable laws, treaties, rules and regulations in connection with its performance of its obligations, and the exercise of the rights and licenses granted to Licensee, under this Agreement.

SECTION 4.04. Cooperation. For so long as Licensor (or one of its Affiliates) and Licensee (or one of its Affiliates) use Trademarks containing the name SUNGARD, each Party shall reasonably cooperate with the other during the Term so as to minimize any confusion (i.e., the association of a Party’s or one of its Affiliates’ use of any Trademarks containing the name SUNGARD with the business of the other Party or one of its Affiliates).

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SECTION 4.05. Linking of Web Sites. Each Party agrees that, upon the Effective Date and during the Term, its main Web home page will display a notice, in a format reasonably acceptable to the Parties, that the Availability Business now has a separate Web site from the Web site of Licensor and its Affiliates, and will contain a hyperlink that will enable users to connect to the other Party’s main Web home page. Upon a Change of Control of Licensee, Licensee’s obligation under this Section shall only be to display such notice and insert such hyperlink on the main Web page that uses the SAS Mark. Upon a Change of Control of Licensor, Licensor’s obligation under this Section shall only be to display such notice and insert such hyperlink on the main Web page of Licensor’s business as such business is conducted as of the Effective Date.

ARTICLE 5

ENFORCEMENT

SECTION 5.01. Notification. Licensee agrees to promptly notify Licensor and provide to Licensor all relevant background facts upon becoming aware of: (a) any use of, or any application or registration for, any Trademark in the Territory that does or may conflict with the Licensed Marks; (b) any misuse or act of infringement, dilution, misappropriation or unfair competition in the Territory involving the Licensed Marks or any confusingly similar variation thereof; or (c) any claim or action, whether or not made in a lawsuit, that the use of the Licensed Marks by Licensee infringes, dilutes or otherwise violates or conflicts with the Trademark or other rights of any other Person.

SECTION 5.02. Enforcement.

(a) Licensor shall have the right, but not the obligation, to take action against third parties in the courts, administrative agencies or otherwise, at Licensor’s cost and expense, to prevent or terminate infringement, misappropriation, illegal use, dilution, imitation or misuse of the Licensed Marks in the Territory, and to oppose or cancel applications or registrations for any Trademark that conflicts with the Licensed Marks, or to otherwise defend the Licensed Marks.

(b) Licensee shall reasonably cooperate with Licensor in any action, suit or proceeding that Licensor may undertake under Section 5.02(a) (including executing, filing and delivering all documents and evidence reasonably requested by Licensor) and shall lend its name to such action, suit or proceeding if reasonably requested by Licensor or required by law. All reasonable out-of-pocket expenses incurred by Licensee in connection therewith shall be reimbursed by Licensor. Licensee shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense. Licensee shall have no claim of any kind against Licensor based on or arising out of Licensor’s handling of or decisions concerning any action, suit or proceeding, or settlement or compromise thereof, undertaken under this Article 5, and Licensee hereby irrevocably releases Licensor from any such claim. All damages or other compensation of any kind recovered in any action, suit or proceeding undertaken by Licensor, or from any settlement or compromise thereof, shall be for the benefit of Licensor after the apportionment and reimbursement of the reasonable out-of-pocket expenses of both Parties.

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(c) If Licensor determines not to initiate or continue pursuing any such action, suit or proceeding with respect to any of the Licensed Marks, then Licensee may initiate or assume control of such action, suit or proceeding in its own name solely to the extent that it relates to the Availability Business, with such action, suit or proceeding undertaken at Licensee’s sole cost and expense; provided, however, that Licensee keeps Licensor informed of the status of, and its activities regarding, such action, suit or proceeding and any settlement or other resolution thereof; and; provided, further, Licensee shall not take any action that would reasonably be expected to subject Licensor to any liability or compromise the validity or enforceability of the Licensed Marks, or otherwise curtail any of Licensor’s rights in the Licensed Marks or any of Licensor’s other Trademarks. If requested to do so, Licensor shall reasonably cooperate with Licensee in any such action, suit or proceeding that Licensee may undertake under this Section 5.02(c). All reasonable out-of-pocket expenses incurred by Licensor in connection therewith shall be reimbursed by Licensee. All damages or other compensation of any kind recovered in any action, suit or proceeding undertaken by Licensee, or from any settlement or compromise thereof, shall be for the benefit of Licensee after the apportionment and reimbursement of the reasonable out-of-pocket expenses of both Parties.

ARTICLE 6

LICENSEE’S TRANSITIONAL RIGHT

SECTION 6.01. Retained SunGard Marks. Licensee shall be entitled to use, solely in connection with the operation of the Availability Business as operated immediately prior to the Effective Date, all of its existing (as of the Effective Date) tangible stocks of signs, letterheads, invoice stock, advertisements, promotional materials, inventory and other documents and materials (“Existing Stock”) containing the SUNGARD name that is not the SAS Mark (or the abbreviation “SUNGARD AS”), together with all Trademarks incorporating or associated with such name (collectively, the “Retained Name and Marks”) until such Existing Stock has either been exhausted or is replaced; provided, however, that in no event shall Licensee use the Retained Name and Marks after two (2) years from the Effective Date.

SECTION 6.02. Change of Corporate Name. Licensee shall, as soon as practicable after the Effective Date, but in no event later than two (2) years from the Effective Date, cause each of its subsidiaries with a corporate name, “doing business as” name, trade name and any other similar corporate identifier (collectively, “Corporate Name”) that contains the Retained Name and Marks to file amended articles of incorporation with the appropriate Governmental Authorities changing its Corporate Name to a Corporate Name that does not contain the Retained Name and Marks, and to promptly supply any additional information, documents and materials that may be requested by Licensor with respect to such filings.

ARTICLE 7

MAINTENANCE

SECTION 7.01. Licensor to Control. As between Licensee and Licensor, Licensor shall have sole and exclusive discretion and control with respect to prosecuting,

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maintaining and renewing applications and registrations for the Licensed Marks. Licensee shall, upon the request and at the cost and expense of Licensor, cooperate and provide assistance to Licensor in connection with prosecuting, maintaining and renewing such applications and registrations, including (a) supplying samples of use of the Licensed Marks; (b) executing such documents and performing such lawful acts as Licensor reasonably requests; and (c) making available to Licensor or its authorized attorneys, agents or representatives such of Licensee’s employees and representatives as Licensor in its reasonable judgment deems necessary in order to assist Licensor with such prosecution, maintenance and renewal. If Licensee refuses or fails to execute such documents or perform such acts, Licensor may do so as attorney-in-fact for such purpose.

SECTION 7.02. Additional Trademark Registrations. Licensor shall prepare and file trademark applications for registration of the SAS Mark in the field of the Availability Business at any time during the Term upon the written request of Licensee and at Licensee’s sole cost and expense. Licensor shall use the same law firm(s) for the preparation and filing of such applications as Licensor generally uses for trademark applications for Licensor and its subsidiaries. Notwithstanding anything herein to the contrary, all costs and expenses of prosecuting, maintaining and renewing such filings requested by Licensee shall be borne by Licensee. Any such filings requested by Licensee shall be included in the definition of “SAS Mark” hereunder. If Licensor does not respond to Licensee’s request within twenty (20) business days of Licensor’s receipt thereof, or refuses Licensee’s request for a reason unrelated to Licensee’s breach of this Agreement, then Licensor hereby designates and authorizes Licensee and Licensee’s duly authorized representatives as its agents and attorneys-in-fact, with full power to act for and on the behalf of Licensor, to execute and file any such trademark applications in Licensor’s name and to do all other lawfully permitted acts to further the purposes of this Section with the same legal force and effect as if executed by Licensor. For the avoidance of doubt, in no event shall Licensor’s failure to respond to Licensee’s request be considered a breach of this Agreement. Licensee shall provide to Licensor copies of any documents filed on Licensor’s behalf in connection with this Section.

ARTICLE 8

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

SECTION 8.01. Mutual Warranties. Each Party hereby represents and warrants to the other Party, and at all times thereafter each Party shall be deemed to be continuously representing and warranting to the other Party, that:

(a) such Party is duly organized and in good standing, and the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary action on the part of such Party;

(b) this Agreement has been duly executed and delivered by such Party and, with due authorization, execution and delivery by the other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and

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(c) such Party’s execution, delivery and performance of this Agreement does not (i) violate, conflict with or result in the breach of any provision of the charter or by-laws (or similar organizational documents) of the Party; (ii) conflict with or violate any law or governmental order applicable to the Party or any of its respective assets, properties or businesses; or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract, agreement, license, permit, franchise or other agreement to which it is a party.

SECTION 8.02. Disclaimer. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE EXPRESS WARRANTIES AND UNDERTAKINGS SET FORTH IN THIS AGREEMENT, THE LICENSED MARKS AND THE GRANT OF LICENSE THEREOF HEREUNDER ARE PROVIDED “AS IS”, AND LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS (AS APPLICABLE), HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, CONCERNING THE LICENSED MARKS AND THE GRANT OF LICENSE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTIES THAT MAY BE OTHERWISE IMPLIED FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSEE HEREBY ASSUMES THE ENTIRE RISK AS TO THE USE OF THE SUNGARD MARKS.

SECTION 8.03. Indemnification.

(a) Licensor shall indemnify and hold harmless Licensee and its employees, directors, officers, shareholders, agents, successors and assigns from and against any and all claims, demands, suits, causes of action, losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees) suffered or incurred by them arising out of or related to any actual or alleged breach of Licensor’s representations, warranties or covenants under this Agreement.

(b) Licensee shall indemnify and hold harmless Licensor and its employees, directors, officers, shareholders, agents, successors and assigns from and against any and all claims, demands, suits, causes of action, losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees) suffered or incurred by them arising out of or related to any (i) actual or alleged breach of Licensee’s representations, warranties or covenants under this Agreement; (ii) act or omission of Licensee resulting in any damage to the reputation of Licensor or the goodwill of Licensor associated with the SunGard Marks; (iii) any use of the SunGard Marks by Licensee or any authorized sublicensee in connection with the Availability Business, including any actual or alleged infringement, dilution or misappropriation of any patents, copyrights, trademarks, trade secrets or other intellectual property or proprietary rights (including rights of publicity and privacy) to the extent resulting therefrom; or (iv) any disputes brought by third parties relating to the nature or quality of Licensee’s goods or services.

(c) In the event of a claim by the indemnified Party (the “Indemnified Party”) for indemnification under this Section based on a claim by a third party (a “Third-Party Claim”),

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the Indemnified Party shall give the indemnifying Party (the “Indemnifying Party”) prompt notice of such Third-Party Claim, and copies of all papers served upon or received by the Indemnified Party relating thereto; provided that neither the failure to provide such notice nor any delay in providing such notice shall release the Indemnifying Party from any of its obligations under this Section except to the extent the Indemnifying Party is materially prejudiced by such failure or delay. The Indemnifying Party shall have the exclusive right to control the defense of any Third-Party Claim and all negotiations for its settlement or compromise; provided that the Indemnifying Party shall not have the right to bind the Indemnified Party to any settlement or other agreement without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnified Party shall provide reasonable assistance to the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense of any Third-Party Claim. Notwithstanding the foregoing, the Indemnified Party may when being indemnified, at its sole cost and expense, participate in the defense of or settlement negotiations regarding any Third-Party Claim with counsel of its own selection.

ARTICLE 9

TERM AND TERMINATION

SECTION 9.01. Term. The term of this Agreement shall commence on the Effective Date and shall continue for the life of the Licensed Marks or, with respect to the DN Marks, the AS Domain Names, except that this Agreement shall terminate upon the occurrence of any other event giving rise to early termination in accordance with this Article 9 (the “Term”).

SECTION 9.02. Termination for Breach. Either Party may terminate this Agreement at any time by giving written notice of termination to the other Party in the event that the other Party is in material breach or default of any provision of this Agreement, and such default or breach continues unremedied for a period of sixty (60) days after written notice thereof from the non-breaching Party reasonably describing the nature of the breach.

SECTION 9.03. Termination Upon Occurrence of Certain Events. Licensor may terminate the license and this Agreement immediately by giving written notice of termination to Licensee if Licensee discontinues the Availability Business as substantially conducted as of the Effective Date or discontinues its use of the Licensed Marks for the purposes for which it is licensed hereunder.

SECTION 9.04. Survival. The provisions of Articles 1, 6, 8 and 11, and Sections 2.04(a), 2.05, 2.06, 2.07, 3.04, 3.05, 7.01 and 9.04 through 9.07, as appropriate, shall survive any termination or expiration of this Agreement. Except as otherwise set forth in the surviving provisions, upon the expiration or termination of this Agreement, the Parties shall have no further rights or obligations under this Agreement.

SECTION 9.05. Following Termination. Upon any termination of this Agreement, (a) all rights and licenses granted to Licensee hereunder, and all rights and licenses granted to sublicensees pursuant to Section 2.02 hereunder, shall immediately terminate; (b) Licensee shall assign, or cause to be assigned, the AS Domain Names to Licensor together with any other Domain Names, to the extent they have not yet been assigned to Licensor;

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(c) Licensee shall (subject only to Licensee’s right to preserve file copies of business records bearing the SunGard Marks): (i) immediately and permanently cease and desist from all uses of the SunGard Marks; (ii) at Licensor’s direction, immediately take all other actions that may be appropriate to destroy or return to Licensor all materials using or bearing the SunGard Marks in its possession or control; and (iii) provide Licensor with a certification by an appropriate officer of Licensee that such actions were taken.

SECTION 9.06. Remedies for Breach. The Parties acknowledge that the remedies at law for any breach of this Agreement are inadequate and that the damages resulting from any such breach are not readily susceptible to being measured in monetary terms. Accordingly, Licensor and Licensee acknowledge that upon any breach of the terms and conditions of this Agreement by either Party, the non-breaching Party will be entitled to immediate injunctive relief and may obtain any order restraining any threatened or future breach. Nothing in this Section shall be deemed to limit, in any way, the remedies at law or in equity of either Party for a breach of any of the provisions of this Agreement.

ARTICLE 10

COMPENSATION

SECTION 10.01. Royalty. During the Term, Licensee shall pay to Licensor royalties in the amounts set forth on Schedule D. If Licensee is in compliance with all the terms herein, including its obligations to pay royalties and applicable late fees, then, upon Contract Year 8, Licensee shall have a perpetual, royalty-free license to use the Licensed Marks in accordance with the terms of this Agreement. The royalties shall be calculated on a quarterly basis and shall be paid to Licensor no later than thirty (30) days after the conclusion of the preceding quarter (each, a “Royalty Period”).

SECTION 10.02. Option to Prepay. Beginning on Contract Year 6, but no later than the end of the first quarter of Contract Year 6, Licensee has the right to prepay the present value of the royalty payments for Contract Years 6 and 7. The royalty payments for Contract Years 6 and 7 shall be calculated by using the percentage amounts set forth on Schedule D for Contract Years 6 and 7 against the average Revenue of Contract Years 3, 4 and 5.

SECTION 10.03. SDS Change of Control. If SDS undergoes a Change of Control during the period of the Term in which royalties must still be paid to Licensor, Licensee shall have the right to buy out the right to use the Licensed Marks for the present value of the remaining payments due under this Agreement. Licensor shall reasonably promptly notify Licensee of such Change of Control and Licensee shall have sixty (60) days from such notice to pay the present value of the remaining payments due under this Agreement. The remaining royalty payment amounts shall be calculated by using the percentage amounts set forth on Schedule D for the remaining Contract Years against the average Revenue for the three (3) years prior to such Change of Control.

SECTION 10.04. Royalty Statements. With each royalty payment, Licensee shall provide Licensor with a written royalty statement that states the Revenue for (a) the applicable Royalty Period; or (b) in connection with Licensee’s exercise of its prepayment or buy-out rights under Sections 10.02 and 10.03, respectively, the prior three (3) years; and is

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otherwise presented in a form approved in advance by Licensor (each, a “Royalty Statement”). Each Royalty Statement shall be certified as accurate by a duly authorized officer of Licensee. A Royalty Statement shall be provided to Licensor for each period in which royalties are to be paid to Licensor, regardless of whether any royalty payment is actually made or owed to Licensor for such period.

SECTION 10.05. Form of Payment; Late Payments. All payments due hereunder shall be made in United States currency in immediately available funds, drawn on a United States bank, unless otherwise mutually agreed by the Parties. Royalty payments received by Licensor after the period for such payments set forth in Section 10.01 shall incur interest at a rate equal to the Prime Rate plus two percent (2%) per month from the date such payments were originally due.

SECTION 10.06. Audit Right. At any time upon thirty (30) days’ written notice, Licensor reserves the right to audit the books and records of Licensee for the purpose of verifying Revenue, and any exclusions claimed by Licensee therefrom. If, as a result of such audit, it is established that there has been an understatement of Revenue by five percent (5%) or more, the expense of such audit and applicable attorney’s fees shall be borne by Licensee. Otherwise, the expense of such audit and applicable attorney’s fees shall be borne by Licensor. Any monies due as a result of the audit shall be paid by Licensee to Licensor as a late payment in accordance with Section 10.05.

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. Limitation of Liability. IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE PROFITS, REVENUE OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT ANY PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN SECTION 8.03.

SECTION 11.02. Counterparts. This Agreement may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

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SECTION 11.03. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

SECTION 11.04. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

SECTION 11.05. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person; (b) upon confirmation of receipt after transmittal by facsimile (to such number specified below or another number or numbers as such Person may subsequently specify by proper notice under this Agreement); (c) upon confirmation of receipt after transmittal by email (to such email address specified below or another email address or addresses as such Person may subsequently specify by proper notice under this Agreement); or (d) on the next business day when sent by internationally recognized overnight courier (providing proof of delivery), in each case to the respective Party at the following coordinates (or at such other coordinates for a Party as shall be specified in a notice given in accordance with this Section):

If to Licensor, to:

SunGard Development LLC

680 East Swedesford Road

4^th Floor

Wayne, PA 19087

Attn: General Counsel

If to Licensee, to:

Sungard Availability Services Capital, Inc.

680 East Swedesford Road

3^rd Floor

Wayne, PA 19087

Attn: General Counsel

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SECTION 11.06. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

SECTION 11.07. Submission to Jurisdiction. Each Party irrevocably consents and agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement shall be brought in the state or federal courts located in the City of Philadelphia, Pennsylvania and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues. Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings brought in the state or federal courts located in the City of Philadelphia, Pennsylvania and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 11.08. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR LIABILITY DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR LIABILITY, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 11.09. Entire Agreement. This Agreement (together with certain defined terms in the Separation Agreement that are referenced, but not otherwise defined, herein) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

SECTION 11.10. Assignment. Licensee may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Licensor, which may be granted or withheld in Licensor’s sole discretion. Licensee agrees that any attempted assignment or delegation of its rights and obligations under this Agreement, without such consent, shall be null and void and automatically and immediately result in the termination of this Agreement.

SECTION 11.11. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Parties.

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SECTION 11.12. Relationship. Nothing herein shall be deemed to establish a partnership, joint venture or agency relationship between the Parties. Except as expressly set forth herein, neither Party shall have the right to obligate or bind the other Party in any manner to any third party.

SECTION 11.13. Further Assurances. The Parties shall use all reasonable efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and to consummate and make effective the transactions contemplated by this Agreement.

SECTION 11.14. Confidentiality. The terms and conditions of this Agreement shall be deemed to be the confidential information of Licensor and may not be disclosed by Licensee to any third party without the prior written consent of Licensor, which may not be unreasonably withheld or delayed.

SECTION 11.15. No Presumption. The Parties acknowledge and agree that the Parties have participated jointly in the negotiation and drafting of this Agreement. Accordingly, any applicable law that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.

SECTION 11.16. No Waiver. The failure of either Party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such Party thereafter to enforce such provisions.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.

SUNGARD DEVELOPMENT LLC
By:	/s/ Henry M. Miller, Jr.
Name:	Henry M. Miller, Jr.
Title:	Vice President
SUNGARD AVAILABILITY SERVICES CAPITAL, INC.
By:	/s/ Robert C. Singer
Name:	Robert C. Singer
Title:	Executive Vice President and Chief
	Financial Officer

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EX-2.4

Exhibit 2.4

EXECUTION VERSION

AMENDED AND RESTATED MANAGEMENT AGREEMENT

This Amended & Restated Management Agreement (this “Agreement”) is entered into as of March 31, 2014 by and among SunGard Data Systems Inc., a Delaware corporation (the “Company”), SunGard Capital Corp., a Delaware corporation (“Capital”), SunGard Capital Corp. II, a Delaware corporation (“Capital II”), SunGard Holding Corp., a Delaware corporation (“Holdings”), SunGard Holdco LLC (“LLC” and, together with the Company, Capital, Capital II and Holdings, the “SunGard Corporations”), Bain Capital Partners, LLC (“Bain”), Blackstone Communications Advisors I L.L.C. (“BCOM Advisors”), Blackstone Management Partners IV L.L.C. (“BCP IV”, and together with BCOM Advisors, “Blackstone”), Goldman, Sachs & Co. (“Goldman Sachs”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Providence Equity Partners L.L.C. (“Providence”), Silver Lake Management Company, L.L.C. (“Silver Lake”) and TPG GenPar IV, L.P. (“TPG”, and, together with Bain, Blackstone, Goldman Sachs, KKR, Providence and Silver Lake, the “Managers”, provided that each such entity shall cease to be a “Manager” for all purposes hereunder at such time as investment funds affiliated with such Manager are no longer members of a Principal Investor Group). Certain capitalized terms used herein are specifically defined in Section 6.

RECITALS

WHEREAS, each of Capital, Capital II, Holdings, LLC and Solar Capital Corp., a Delaware corporation (“Solar Capital”), was formed for the purpose of engaging in a transaction in which Solar Capital was merged with and into the Company, with the Company surviving (the “Merger”) pursuant to an Agreement and Plan of Merger between Solar Capital and the Company dated as of March 27, 2005.

WHEREAS, to enable Solar Capital to engage in the Merger and related transactions, the Managers provided financial and structural advice and analysis as well as assistance with due diligence investigations and negotiations;

WHEREAS, the SunGard Corporations and each of the Managers entered into that certain Management Agreement (the “Original Management Agreement”), dated as of August 11, 2005 (the “Original Execution Date”), by and among the SunGard Corporations and each of the Managers in connection with the Merger;

WHEREAS, Indemnitees (as hereinafter defined) may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Managers (or their affiliates other than the SunGard Corporations) which the SunGard Corporations and the Manager intend to be secondary to the primary obligation of the SunGard Corporations to indemnify Indemnitees as provided herein, with the SunGard Corporations’ acknowledgement of and agreement to the foregoing being a material condition to Indemnitees’ willingness to continue to provide services to the SunGard Corporations;

WHEREAS, the SunGard Corporations want to retain the Managers to provide certain management, consulting and advisory services to the SunGard Corporations, and the Managers are willing to provide such services on the terms set forth below; and

WHEREAS, each of the SunGard Corporations and the Managers desires to amend and restate the Original Management Agreement in its entirety.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree that the Original Management Agreement, as amended, is hereby amended and restated in its entirety, as follows:

1. Services. Each of the Managers hereby agrees that, during the term of this Agreement (the “Term”), it will provide the following management, consulting and advisory services to the SunGard Corporations as requested from time to time by the boards of directors or managers, as applicable, of the SunGard Corporations:

(a) advice in connection with the negotiation of agreements, contracts, documents and instruments relating to the SunGard Corporations’ financing;

(b) financial, managerial and operational advice in connection with the SunGard Corporations’ business, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the SunGard Corporations and their subsidiaries; and

(c) such other services (which may include financial and strategic planning and analysis, consulting services, human resources and executive recruitment services and other services) as such Manager and the SunGard Corporations may from time to time agree in writing.

Each of the Managers shall devote such time and efforts to the performance of services contemplated hereby as such Manager deems reasonably necessary or appropriate; provided, however, that no minimum number of hours is required to be devoted by Bain, Blackstone, Goldman Sachs, KKR, Providence, Silver Lake or TPG on a weekly, monthly, annual or other basis. The SunGard Corporations acknowledge that each of the Managers’ services are not exclusive to any of the SunGard Corporations and that each Manager will render similar services to other persons and entities. The Managers and the SunGard Corporations understand that the SunGard Corporations may, at times, engage one or more investment bankers or financial advisers to provide services in addition to, but not in lieu of, services provided by the Managers under this Agreement. In providing services to the SunGard Corporations, each Manager will act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that no party has the right or ability to contract for or on behalf of any other party or to effect any transaction for the account of any other party.

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2. Payment of Fees.

(a) [INTENTIONALLY OMITTED].

(b) During the Term, the SunGard Corporations, jointly and severally, will pay to Blackstone, Goldman Sachs, Providence, Silver Lake and TPG (or such affiliates as they may respectively designate) (the “Primary SunGard Managers”), a quarterly periodic fee (the “Primary Periodic Fee”) of 1.1% of EBITDA for the calendar quarter in question in exchange for the ongoing services provided by the Primary SunGard Managers under Section 1 of this Agreement, such fee being payable by the Company in arrears as soon as practicable following the determination of EBITDA for the applicable calendar quarter. The Periodic Fee shall be payable in full for any quarter during which this Agreement was in effect for any portion thereof and shall not be refundable in whole or in part. The Periodic Fee shall be divided among the Primary SunGard Managers pro rata in proportion to the Purchase Price Value of the Shares held the investment funds affiliated with each Primary SunGard Manager on the last business day in the applicable calendar quarter for which such Periodic Fee is required to be paid (provided that, for purposes of this Agreement, (i) the Blackstone Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Blackstone; (ii) the Goldman Sachs Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Goldman Sachs; (iii) the Providence Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Providence; (iv) the Silver Lake Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Silver Lake; and (v) the TPG Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with TPG).

(c) During the Term, the SunGard Corporations, jointly and severally, will pay each of Bain and KKR (or such affiliates as they may respectively designate) (the “Secondary SunGard Managers”), a quarterly periodic fee (the “Secondary Periodic Fee” and, together with the Primary Periodic Fee, the “Periodic Fees”) of fifty thousand dollars ($50,000) in exchange for the ongoing services provided by the Secondary SunGard Managers under Section 1 of this Agreement (the method and timing of such payments to be reasonably determined by the Company and the Secondary SunGard Managers). The Secondary Periodic Fee shall be payable in full for any quarter during which this Agreement was in effect for any portion thereof and shall not be refundable in whole or in part. For purposes of this Agreement, (i) the Bain Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with Bain and (ii) the KKR Investors and their respective Affiliated Funds shall be deemed to be investment funds affiliated with KKR.

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(d) During the Term, the Managers will advise the SunGard Corporations in connection with debt or equity financing, acquisition, disposition and change of control transactions involving the SunGard Corporations or any of their respective direct or indirect subsidiaries (however structured) (a “Subsequent Transaction”), and the SunGard Corporations, jointly and severally, will, for each Subsequent Transaction which has a gross transaction value of at least $25,000,000, pay to the Managers (or such affiliates as they may respectively designate) an aggregate fee (the “Subsequent Fee”) in connection with each Subsequent Transaction equal to one percent (1%) of the gross transaction value of such Subsequent Transaction or such other amount as may be mutually agreed by the applicable SunGard Corporation and the Requisite Managers, such fee to be due and payable for the foregoing services at the closing of a Subsequent Transaction. Each Subsequent Fee shall be divided among the Managers in proportion to the advisory services provided by each Manager to the SunGard Corporations in connection with the Subsequent Transaction, as determined by the Requisite Managers and the Company at the time of such Subsequent Transaction.

3. Term. This Agreement shall continue in full force and effect until December 31, 2015; provided that this Agreement shall be automatically extended each December 31 for an additional year unless the SunGard Corporations or the Requisite Managers provide written notice of their desire not to automatically extend the term of this Agreement to the other parties hereto at least 90 days prior to such December 31; provided, however, (a) that the Requisite Managers may cause this Agreement to terminate at any time and (b) this Agreement shall terminate automatically immediately prior to an Initial Public Offering unless the Majority Managers determine otherwise. In the event of a termination of this Agreement, the SunGard Corporations, jointly and severally, shall pay each of the Managers (or such affiliates as they may respectively designate) (i) all unpaid Periodic Fees (pursuant to Sections 2(b) and 2(c) above, as applicable), Subsequent Fees (pursuant to Section 2(d) above) and expenses (pursuant to Section 4(a) below) due with respect to periods prior to the date of termination plus (ii) the sum of the net present values (using discount rates equal to the then yield on U.S. Treasury Securities of like maturity) of the Periodic Fees that would have been payable with respect to the period from the date of termination until the expiration date in effect immediately prior to such termination, assuming, for purposes of the Primary Periodic Fee, that (1) the baseline EBITDA for purposes of such calculation is the greater of (A) EBITDA for the most recently completed quarter and (B) the average of the EBITDA for the last four completed quarters and (2) EBITDA would have grown during each subsequent quarter until the expiration date in effect immediately prior to such termination at a rate reflecting a compounded annual growth rate of 7.74%. Any amounts paid to the Primary SunGard Managers pursuant to clause (ii) above shall be divided among the Primary SunGard Managers pro rata in proportion to the Purchase Price Value of the Shares held by the investment funds affiliated with each Manager on the applicable termination date. Sections 4 and 5 of this Agreement shall survive any termination of this Agreement with respect to matters occurring before, on or after the date of such termination.

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4. Expenses; Indemnification.

(a) Expenses. The SunGard Corporations, jointly and severally, will pay on demand all Reimbursable Expenses. As used herein, “Reimbursable Expenses” means (i) reasonable out-of-pocket expenses incurred from and after the Original Execution Date relating to their affiliated funds’ investment in, the operations of, or the services provided by the Managers or former Managers to, the SunGard Corporations or any of their affiliates from time to time (including, without limitation, all air travel (by first class on a commercial airline or by charter, as determined by the appropriate Manager or former Manager) and other travel related expenses), provided, however, that the Majority Managers must approve any expenses referred to in this clause (i) other than routine out-of-pocket expenses, (ii) reasonable out-of-pocket legal expenses incurred by any Manager or former Manager or their affiliates from and after the Original Execution Date in connection with the enforcement of rights or taking of actions under this Agreement, the Subscription Agreement, the SunGard Corporations’ certificates of incorporation and bylaws, the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement or the Principal Investor Agreement; provided that the reimbursement of expenses incurred by the Managers or former Managers, or their affiliates, which are subject to reimbursement under Section 4.3 of the Principal Investor Agreement, will be governed by, and subject to any limitations contained in, such section and (iii) expenses incurred from and after the Original Execution Date by the Managers or former Managers, and their affiliates, which the Majority Managers agree are properly allocable to the SunGard Corporations under this Agreement.

(b) Indemnity and Liability. The SunGard Corporations, jointly and severally, will indemnify, exonerate and hold each of the Managers and former Managers, 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’ 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, any transaction to which a SunGard Corporation is a party or any other circumstances with respect to a SunGard Corporation (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of the Principal Investor Agreement, the Participation, Registration Rights and Coordination Agreement, the Stockholders Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or any transaction entered into after the Original Execution Date or other circumstances existing after the Original Execution Date with respect to which the interests of such Indemnitee or its affiliated or associated Indemnitees were adverse to the interests of the SunGard Corporations) or (ii) operations of, or services

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provided by any of the Managers or former Managers to the SunGard Corporations, or any of their affiliates from time to time, whether pursuant to this Agreement or otherwise; provided that the foregoing indemnification rights shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct, and further provided that, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the SunGard Corporations hereby agree to 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 4(b), 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 the SunGard Corporations, then such payments shall be promptly repaid by such Indemnitee to the SunGard Corporations. 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; provided that (i) the SunGard Corporations hereby agree that they are the indemnitors of first resort under this Agreement and under any other applicable indemnification agreement (i.e., their obligations to Indemnitees under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to such Indemnitees are primary and any obligation of any Manager (or any affiliate thereof other than the SunGard Corporations) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary) and (ii) if any Manager (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any Indemnitee, then (x) such Manager (or such affiliate, as the case may be) shall be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) the SunGard Corporations shall fully indemnify, reimburse and hold harmless such Manager (or such other affiliate) for all such payments actually made by such Manager (or such other affiliate) and irrevocably waive, relinquish and release the Managers for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder. None of the Indemnitees shall in any event be liable to the SunGard Corporations or any of their affiliates for any act or omission suffered or taken by such Indemnitee in connection with, relating to or arising out of this Agreement, including without limitation the services provided by such Indemnitee to any of the SunGard Corporations or any of their affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the applicable Manager hereunder. If the Indemnitees related to more than one Manager or former Manager are similarly situated with respect to their interests in connection with a matter that may be an

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Indemnified Liability and such Indemnified Liability is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of at least a majority of the Managers or former Managers whose Indemnitees are so involved. In the event that any party that was previously a Manager hereunder ceases to be a Manager in accordance with the definition thereof, the provisions hereof for the benefit of Indemnitees of such party shall inure to such Indemnitees and their successors and assigns.

5. Disclaimer and Limitation of Liability; Opportunities.

(a) Disclaimer; Standard of Care. None of the Managers or former Managers makes any representations or warranties, express or implied, in respect of the services to be provided by any Manager or former Manager hereunder. In no event shall any of the Managers or former Manager be liable to the SunGard Corporations or any of their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of such Manager or former Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

(b) Freedom to Pursue Opportunities. In recognition that each Manager or former Manager and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which each Manager or former Manager or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager or former Manager and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the SunGard Corporations, on the one hand and each of the Managers or former Managers (or one or more affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the SunGard Corporations hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 5(b) are set forth to regulate, define and guide the conduct of certain affairs of the SunGard Corporations as they may involve such Manager. Except as a Manager or former Manager may otherwise agree in writing after the Original Execution Date:

(i) Such Manager or former Manager and their respective Indemnitees shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries, (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries, (C) to take any other action that such Manager or former Manager believes in good faith is necessary to or appropriate

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to fulfill its obligations as described in the first sentence of this Section 5(b), and (D) not to present potential transactions, matters or business opportunities to the SunGard Corporations or any of their subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person.

(ii) Such Manager or former Manager and their respective Indemnitees shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the SunGard Corporations or any of their affiliates or to refrain from any actions specified in Section 5(b)(i), and the SunGard Corporations, on their own behalf and on behalf of their affiliates, hereby renounce and waive any right to require such Manager or former Manager or any of their Indemnitees to act in a manner inconsistent with the provisions of this Section 5(b).

(iii) None of such Manager or former Manager, nor any of its Indemnitees shall be liable to the SunGard Corporations or any of their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 5(b) or of any such person’s participation therein.

(c) Limitation of Liability. In no event will any of the Managers or former Managers or any of their Indemnitees be liable to the SunGard Corporations or any of their affiliates or either of the other Managers or former Managers or their Indemnitees for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including without limitation the services to be provided by the Managers or former Managers hereunder, or for any act or omission that does not constitute gross negligence or willful misconduct or in excess of the fees received by the applicable Manager hereunder.

6. Definitions. For purposes of this agreement, the following terms shall have the following meanings:

“Affiliated Funds” shall have the same meaning given to it in the Principal Investor Agreement.

“Bain Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Blackstone Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Designated Managers” shall mean the five Managers whose affiliated investment funds then hold Shares with the greatest Purchase Price Value.

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“EBITDA” shall have the meaning given to such term in the Indenture as in effect on the date hereof, provided that for purposes of this agreement, “EBITDA” for any quarter, and any other amount required to be calculated in order to calculate “EBITDA” for such quarter shall be calculated as if the Periodic Fee were not paid.

“Goldman Sachs Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Indenture” shall mean the Indenture, dated as of November 1, 2012, among SDS, the Guarantors named therein and The Bank of New York Mellon, as Trustee, relating to SDS’s 6 ⁵⁄₈% Senior Notes due 2019.

“Initial Public Offering” shall have the meaning given to such term in the Principal Investor Agreement.

“KKR Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Majority in Interest” shall have the meaning given to such term in the Principal Investor Agreement.

“Majority Managers” shall mean, as of any applicable time, (a) Managers whose affiliated investment funds, in the aggregate, hold a Majority in Interest of the Shares then held by all Managers’ affiliated investment funds in the aggregate and (b) if there are more than five Managers, Designated Managers whose affiliated investment funds, in the aggregate, hold a Majority in Interest of the Shares then held by all Designated Managers’ affiliated investment funds.

“Participation, Registration Rights and Coordination Agreement” means the Second Amended and Restated Participation, Registration Rights and Coordination Agreement of even date herewith, among Capital, Capital II, Holdings, LLC, SDS and certain stockholders of Capital and Capital II.

“Person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, or other entity of any kind.

“Principal Investor Agreement” means the Second Amended and Restated Principal Investor Agreement of even date herewith, among Capital, Capital II, Holdings, LLC, SDS and the Principal Investors (as defined therein).

“Principal Investor Group” shall have the meaning given to such term in the Principal Investor Agreement.

“Providence Investors” shall have the meaning given to such term in the Principal Investor Agreement.

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“Requisite Managers” shall mean, at any time, the approval of Managers whose affiliated investment funds, in the aggregate, hold Shares with a Purchase Price Value that is at least two-thirds of the Purchase Price Value of all Shares then held by all Managers’ affiliated investment funds.

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

“Shares” shall have the meaning given to such term in the Principal Investor Agreement.

“Silver Lake Investors” shall have the meaning given to such term in the Principal Investor Agreement.

“Stockholders Agreement” means the Second Amended and Restated Stockholders Agreement of even date herewith, among Capital, Capital II, Holdings, LLC, SDS and certain stockholders of Capital and Capital II.

“Subscription Agreement” means the Subscription Agreement dated August 10, 2005 among Capital, Capital II, Holdings, LLC, Solar Capital and the Subscribers (as defined therein).

“Third-Party Claim” means any (i) claim brought by a Person other than a SunGard Corporation, a Manager or any indemnified Person related to a Manager and (ii) any derivative claim brought in the name of a SunGard Corporation that is initiated by a Person other than a Manager or any indemnified Person related to a Manager.

“TPG Investors” shall have the meaning given to such term in the Principal Investor Agreement.

7. Assignment, etc. Except as provided below, none of the parties hereto shall have the right to assign this Agreement without the prior written consent of each of the other parties. Notwithstanding the foregoing, (a) any Manager may assign all or part of its rights and obligations hereunder to any of its respective affiliates which provides services similar to those called for by this Agreement, in which event such Manager shall be released of its rights to fees under Section 2 and reimbursement of expenses under Section 4(a) and all of its obligations hereunder and (b) the provisions hereof for the benefit of Indemnitees of the Managers shall inure to the benefit of such Indemnitees and their successors and assigns.

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8. Amendments and Waivers. No amendment or waiver of any term, provision or condition of this Agreement shall be effective, unless in writing and executed by the Majority Managers and the SunGard Corporations; provided, that any amendment that would increase any fee pursuant to this Agreement shall require the written consent of the Requisite Managers and the SunGard Corporations and any amendment or waiver that discriminates against a Manager will require the consent of such Manager; and provided, further that any Manager may waive any portion of any fee to which it is entitled pursuant to this Agreement, and, unless otherwise directed by such Manager, such waived portion shall revert to the SunGard Corporations. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

9. Governing Law; Jurisdiction.

(a) Choice of Law. This Agreement and all matters arising under or related to this Agreement 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 law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

(b) Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (i) 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, (ii) 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 (iii) 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 (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and

-11-

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 hereof is reasonably calculated to give actual notice.

(c) 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 9(c) 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 9(c) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

10. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto.

11. Notice. 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 a SunGard Corporation, to it:

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Attention: General Counsel

Facsimile: (610) 687-3725

-12-

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq. and Amanda McGrady Morrison, Esq.

E-mail: alfred.rose@ropesgray.com

             amanda.morrison@ropesgray.com

If to Bain, to it:

Bain Capital Partners, LLC

John Hancock Tower

200 Clarendon Street

Boston, Massachusetts 02116

Facsimile: (617) 516-2710

Attention: Christopher Gordon

E-mail: cgordon@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: newcomb.stillwell@ropesgray.com

If to Blackstone, 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: Martin Brand

E-mail: Brand@blackstone.com

-13-

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 Goldman Sachs, to it:

c/o Goldman, Sachs & Co

200 West Street

New York, New York 10282

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 KKR, to it:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57^th Street, Suite 4200

New York, NY 10019

Facsimile: (212) 750-0003

Attention: General Counsel

E-mail: general.counsel@kkr.com

-14-

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Gary I. Horowitz, Esq.

E-mail: ghorowitz@stblaw.com

If to Providence, to it:

c/o Providence Equity L.L.C.

9 W. 57th Street

Suite 4700

New York, NY 10019

Facsimile: (212) 588-6701

Attention: R. Davis Noell

E-mail: D.Noell@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 Silver Lake, to it:

c/o Silver Lake Partners

9 West 57th Street, 32nd Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Andrew J. Schader

E-mail: Andy.Schader@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: alfred.rose@ropesgray.com

-15-

If to TPG, to it:

TPG Global, LLC

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Facsimile: (415) 743-1501

Attention: Ronald Cami

E-mail: rcami@tpg.com

with copies to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Facsimile: (212) 225-3999

Attention: Michael L. Ryan, Esq. and Paul J. Shim, Esq.

E-mail: mryan@cgsh.com

             pshim@cgsh.com

Unless otherwise specified herein, such notices or other communications shall be deemed effective (a) on the date received, if personally delivered, (b) 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 (c) 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. 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.

13. 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.

14. Payments. Each payment made pursuant to Section 2 or 3 shall be paid by wire transfer of immediately available federal funds to the accounts specified on Schedule 1 hereto, or to such other account(s) as the applicable Manager may specify to the Company in writing prior to such payment. Each payment made to Blackstone pursuant to Section 2 or 3 shall be paid 75% to BCOM and 25% to BCP IV, or in such other proportion as Blackstone may specify to the Company in writing prior to such payment.

-16-

[Remainder of Page Intentionally Left Blank]

-17-

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 DATA SYSTEMS, INC.
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
CAPITAL:	SUNGARD CAPITAL CORP.
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
CAPITAL II:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer

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

Charles J. Neral

[Signature Page to Amended and Restated Management Agreement]

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

BAIN:	BAIN CAPITAL PARTNERS, LLC
	By:
	Name:
	Title:

[Signature Page to Amended and Restated Management Agreement]

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

BLACKSTONE:	BLACKSTONE MANAGEMENT PARTNERS IV L.L.C.
	By:
	Name:
	Title:
	BLACKSTONE COMMUNICATIONS ADVISORS I L.L.C.
	By:
	Name:
	Title:

[Signature Page to Amended and Restated Management Agreement]

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

GOLDMAN SACHS:	GOLDMAN, SACHS & CO.
	By:	Goldman, Sachs & Co.
	By:
	Name:
	Title:

[Signature Page to Amended and Restated Management Agreement]

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

KKR:	KOHLBERG KRAVIS ROBERTS & CO. L.P.
	By:	KKR Management Holdings L.P., its general partner
	By:	KKR Management Holdings Corp., its general partner
	By:
	Name:	William Janetschek
	Title:	Chief Financial Officer

[Signature Page to Amended and Restated Management Agreement]

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

PROVIDENCE:	PROVIDENCE EQUITY PARTNERS L.L.C.
	Name:	Robert S. Hull
	Title:	Chief Operating Officer / Chief Financial Officer

[Signature Page to Amended and Restated Management Agreement]

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

SILVER LAKE:	SILVER LAKE MANAGEMENT COMPANY, L.L.C.
	By:
	Name:
	Title:

[Signature Page to Amended and Restated Management Agreement]

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

TPG:	TPG GENPAR IV, L.P.
	By:	TPG GenPar IV Advisors, LLC,
		its general partner
	By:
	Name:	Ronald Cami
	Title:	Vice President

[Signature Page to Amended and Restated Management Agreement]

EX-2.5

Exhibit 2.5

EXECUTION VERSION

SECOND 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 March 31, 2014

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		8
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.			10
4.1	Annual Budget		10
4.2	Directors’ and Officers’ Insurance		10
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		11
6.3	Classes of Shares Separately Transferable		11
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			12
8.1	Certain Matters of Construction		12
8.2	Definitions		12
ARTICLE IX MISCELLANEOUS			18
9.1	Authority: Effect		18
9.2	Notices		18
9.3	Binding Effect, Etc		22
9.4	Descriptive Heading		22
9.5	Counterparts		22
9.6	Severability		22
9.7	No Recourse		22
9.8	Obligations of Company, Lowerco, Holdings, LLC and SDS		22
9.9	Indemnity and Liability; Reimbursement		22
ARTICLE X GOVERNING LAW			24
10.1	Governing Law		24
10.2	Consent to Jurisdiction		24
10.3	WAIVER OF JURY TRIAL		24
10.4	Exercise of Rights and Remedies		24

-i-

SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

This Second Amended and Restated Principal Investor Agreement (the “Agreement”) is made as of March 31, 2014 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. and the Principal Investors entered into a Principal Investor Agreement, dated as of August 10, 2005 (the “Principal Investor Agreement”);

WHEREAS, the Company amended its certificate of incorporation 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 were incidental to the foregoing on November 7, 2012 (the “Substitution Charter Amendment”);

WHEREAS, in connection with the Substitution Charter Amendment, the Company, Lowerco, Holdings, LLC, SDS and the Principal Investors amended the Principal Investor Agreement and entered into the Amended and Restated Principal Investor Agreement, dated as of November 7, 2012 (the “Amended and Restated Principal Investor Agreement”);

WHEREAS, SDS, directly and through its various subsidiaries, is engaged in the SDS Business and was previously engaged in the AS Business (as such terms are defined herein);

WHEREAS, the board of directors of each of the Company, Lowerco, Holdings and SDS, and the board of managers of LLC, have determined that it is in the best interests of the Company, Lowerco, Holdings, LLC and SDS to separate the AS Business from the SDS Business, because such separation will (i) allow key managers of the AS Business to receive stock in a separate, independent company, which will enable the AS Business to retain and motivate such managers and to attract future key managers of the AS Business, (ii) eliminate operational, strategic, governance and management conflicts between the AS Business and the SDS Business, and (iii) provide each of the AS Business and the SDS Business with the opportunity to pursue its own separate and distinct corporate opportunities and growth strategies;

WHEREAS, SDS formed Sungard Availability Services Capital, Inc., a wholly owned Delaware corporation (“AS Spinco”), for the purpose of indirectly holding the AS Business following its separation from the SDS Business (through Sungard Availability Services Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of AS Spinco, that is disregarded for U.S. federal income tax purposes (“Availability LLC”));

WHEREAS, in order to effect such separation, the Company, Lowerco, Holdings, LLC, SDS, AS Spinco and Availability LLC, entered into that certain Separation and Distribution Agreement, dated as of March 31, 2014, pursuant to which the AS Business was separated from the SDS Business through a series of internal contributions and spin-off transactions (such transactions, collectively, the “Internal Spin-Offs”);

WHEREAS, following the Internal Spin-Offs and pursuant to Section 4.3 of the Amended and Restated Stockholders Agreement, dated as of November 7, 2012, by and among the Company, Lowerco, Holdings, LLC, SDS and certain stockholders thereto, the holders of Preferred Stock exchanged, on a pro rata basis and at fair market value, a portion of their shares of Preferred Stock for all of the outstanding shares of the common stock of AS Spinco (the “External Split-Off” and, together with the Internal Spin-Offs, the “AS Separation Transaction”); and

WHEREAS, in connection with the AS Separation Transaction, 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 Amended and Restated 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 External Split-Off (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

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 the Effective Time, 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.

3

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 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 2.2.8), 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.

2.2.9 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

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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 (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.

2.2.10 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.

2.2.11 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.

2.2.12 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

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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;

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(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.

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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 Audit Committee, (b) a Compensation Committee, (c) a Nominating and Corporate Governance Committee and (d) 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; provided, further, that, the directors from the two Principal Investor Groups from which the Majority Principal Investors have selected designees to serve as directors of AS Spinco shall not serve on any such committees.

2.6.1 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 (other than, at any time, the two Principal Investor Groups from which the Majority Principal Investors have selected designees to serve as directors of AS Spinco) 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

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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.

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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

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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

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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 none of the Company or any of its subsidiaries, AS Spinco or Availability LLC or any of their respective 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.

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

“AS Business” shall mean AS Spinco’s businesses which, as of the Effective Time, consist of the business of SDS and its subsidiaries identified as “Availability Services” in SDS’s filings with the United States Securities and Exchange Commission, including SDS’s Form 10-K and financial statements for the year ended December 31, 2013.

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“AS Separation Transaction” shall have the meaning set forth in the Recitals.

“AS Spinco” shall have the meaning set forth in the Recitals.

“Availability LLC” shall have the meaning set forth in the Recitals.

“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 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 SDS Businesses, a sale of one of the SDS 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.

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“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.

“External Split-Off” shall have the meaning set forth in the Recitals.

“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, as further amended by the Fourth Amendment and Restatement Agreement dated as of March 2, 2012, as further amended by the Fifth Amendment and Restatement Agreement dated as of December 17, 2012, as further amended by the Sixth Amendment and Restatement Agreement dated as of March 8, 2013, and as further amended by the Seventh Amendment and Restatement Agreement dated as of February 7, 2014, by and 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 Second Amended and Restated Credit and Security Agreement, dated as of December 19, 2012, 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 Lender, as Swing Line Lender and as Administrative Agent, as it may be further amended, restated, refinanced or otherwise modified from time to time, (c) 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, (d) 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 and (e) the Indenture, dated as of November 1, 2012, among SDS, Guarantors named therein and The Bank of New York Mellon, as Trustee, relating to SDS’s 6 ⁵⁄₈% Senior Subordinated Notes due 2019.

“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,

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(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).

“Internal Spin-Offs” shall have the meaning set forth in the Recitals.

“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.

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“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 Second 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 Effective Time 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) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation); 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.

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“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.

“SDS Business” shall mean SDS’s businesses, which, as of the date hereof, consist of three separate businesses: (a) the Financial Systems business, (b) the K-12 Education business and (c) the Public Sector business.

“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.

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“Stockholders Agreement” shall mean the Second 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.

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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:

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

Facsimile: (610) 687-3725

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq. and Amanda McGrady Morrison, Esq.

E-mail:	alfred.rose@ropesgray.com
	amanda.morrison@ropesgray.com

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

c/o Bain Capital, LLC

John Hancock Tower

200 Clarendon Street

Boston, Massachusetts 02116

Facsimile: (617) 516-2710

Attention: Christopher Gordon

E-mail: cgordon@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: newcomb.stillwell@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: Martin Brand

E-mail: Brand@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

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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 Goldman, Sachs & Co

200 West Street

New York, New York 10282

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.

9 West 57^th Street, Suite 4200

New York, NY 10019

Facsimile: (212) 750-0003

Attention: General Counsel

E-mail: general.counsel@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Gary I. Horowitz, Esq.

E-mail: ghorowitz@stblaw.com

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

c/o Providence Equity L.L.C.

9 W. 57th Street

Suite 4700

New York, NY 10019

Facsimile: (212) 588-6701

Attention: R. Davis Noell

E-mail: D.Noell@provequity.com

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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, 32nd Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Andrew J. Schader

E-mail: Andy.Schader@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: alfred.rose@ropesgray.com

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

TPG Global, LLC

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Facsimile: (415) 743-1501

Attention: Ronald Cami

E-mail: rcami@tpg.com

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.

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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

22

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.

23

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]

24

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:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
LOWERCO:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
LLC:	SUNGARD HOLDCO LLC
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
SDS:	SUNGARD DATA SYSTEMS, INC.
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer

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

Charles J. Neral

[Signature Page to Second 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:	SILVER LAKE PARTNERS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C., its general partner
	By:	*
	Name:	James A. Davidson
	Title:	Managing Director
	SILVER LAKE TECHNOLOGY INVESTORS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C., its general partner
	By:	*
	Name:	James A. Davidson
	Title:	Managing Director

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

James A. Davidson

[Signature Page to Second 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:	Christopher Gordon
	Title:	Managing Director
	BCIP TCV, LLC
	By:	Bain Capital Investors, LLC, its administrative member
	By:	*
	Name:	Christopher Gordon
	Title:	Managing Director

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

Christopher Gordon

[Signature Page to Second 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:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE CAPITAL PARTNERS IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person

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

Martin Brand

[Signature Page to Second 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:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE GT COMMUNICATIONS PARTNERS L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE FAMILY COMMUNICATIONS PARTNERSHIP L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person

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

Martin Brand

[Signature Page to Second 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:

Sanjeev Mehra

[Signature Page to Second 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:
	Title:
	By:
	Name:
	Title:
	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:

Sanjeev Mehra

[Signature Page to Second 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:

Sanjeev Mehra

[Signature Page to Second 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:	William Janetschek
	Title:	Chief Financial Officer
	KKR PARTNERS III, L.P.
	By:	KKR GP III LLC, its general partner
	By:	*
	Name:	William Janetschek
	Title:	Chief Financial Officer

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

William Janetschek

[Signature Page to Second 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:

Robert S. Hull

[Signature Page to Second 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 GenPar IV Advisors, LLC,
		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:

Ronald Cami

[Signature Page to Second 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 GenPar IV Advisors, LLC,
		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:

Ronald Cami

[Signature Page to Second 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:	INTEGRAL CAPITAL PARTNERS VII, L.P.
	By:	Integral Capital Management VII, LLC, its general partner
	By:
	Name:	Charles A. Morris
	Title:	Manager

[Signature Page to Second Amended and Restated Principal Investor Agreement]

EX-2.6

Exhibit 2.6

EXECUTION VERSION

SECOND 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 March 31, 2014

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

-i-

9.2.	Stop Transfer Instruction	23
9.3.	Classes of Shares Separately Transferable	24
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	33
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	37
11.9.	Obligations of Company, Lowerco, Holdings, LLC and SDS	37
11.10.	Expenses of Managers	37
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	38

-ii-

SECOND AMENDED AND RESTATED

PARTICIPATION, REGISTRATION RIGHTS

AND COORDINATION AGREEMENT

This Second Amended and Restated Participation, Registration Rights and Coordination Agreement (the “Agreement”) is made as of March 31, 2014 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 Amended and Restated Registration Agreement 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 Amended and Restated Registration Agreement 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 Amended and Restated Registration Agreement 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 Amended or Restated Registration Agreement 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 herein) 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. 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 Company amended its certificate of incorporation 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 were incidental to the foregoing on November 7, 2012 (the “Substitution Charter Amendment”);

WHEREAS, in connection with the Substitution Charter Amendment, the Company, Lowerco, Holdings, LLC, SDS and the Registration Rights Stockholders amended the Registration Agreement and entered into the Amended and Restated Registration Agreement, dated as of November 7, 2012 (the “Amended and Restated Registration Agreement”);

WHEREAS, SDS, directly and through its various subsidiaries, is engaged in the SDS Business and was previously engaged in the AS Business (as such terms are defined herein);

WHEREAS, the board of directors of each of the Company, Lowerco, Holdings and SDS, and the board of managers of LLC, have determined that it is in the best interests of the Company, Lowerco, Holdings, LLC and SDS to separate the AS Business from the SDS Business, because such separation will (i) allow key managers of the AS Business to receive stock in a separate, independent company, which will enable the AS Business to retain and motivate such managers and to attract future key managers of the AS Business, (ii) eliminate operational, strategic, governance and management conflicts between the AS Business and the SDS Business, and (iii) provide each of the AS Business and the SDS Business with the opportunity to pursue its own separate and distinct corporate opportunities and growth strategies;

WHEREAS, SDS formed Sungard Availability Services Capital, Inc., a wholly owned Delaware corporation (“AS Spinco”), for the purpose of indirectly holding the AS Business following its separation from the SDS Business (through Sungard Availability Services Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of AS Spinco, that is disregarded for U.S. federal income tax purposes (“Availability LLC”));

WHEREAS, in order to effect such separation, the Company, Lowerco, Holdings, LLC, SDS, AS Spinco and Availability LLC, entered into that certain Separation and Distribution Agreement, dated as of March 31, 2014, pursuant to which the AS Business was separated from the SDS Business through a series of internal contributions and spin-off transactions (such transactions, collectively, the “Internal Spin-Offs”);

WHEREAS, following the Internal Spin-Offs and pursuant to Section 4.3 of the Amended and Restated Stockholders Agreement, the holders of Preferred Stock exchanged, on a pro rata basis and at fair market value, a portion of their shares of Preferred Stock for all of the outstanding shares of the common stock of AS Spinco (the “External Split-Off” and, together with the Internal Spin-Offs, the “AS Separation Transaction”); and

WHEREAS, in connection with the AS Separation Transaction, 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 Amended and Restated Registration Agreement as set forth in this Agreement.

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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 External Split-Off (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

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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)

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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;

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(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.

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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. Subject to Section 3.4 of the Stockholders Agreement, 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.

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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

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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 Closing Date 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.

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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

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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;

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(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

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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

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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).

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(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.

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

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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

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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

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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, or such shorter period as approved by the Coordination Committee; 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.

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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.

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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.

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.

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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.

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(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 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 SDS Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such SDS 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

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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).

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.

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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).

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 none of the Company or any of its subsidiaries, AS Spinco or Availability LLC or any of their respective 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.

“Amended and Restated Registration Agreement” shall have the meaning set forth in the Recitals.

“AS Business” shall mean AS Spinco’s businesses which, as of the Effective Time, consist of the business of SDS and its subsidiaries identified as “Availability Services” in SDS’s filings with the United States Securities and Exchange Commission, including SDS’s Form 10-K and financial statements for the year ended December 31, 2013.

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“AS Separation Transaction” shall have the meaning set forth in the Recitals.

“AS Spinco” shall have the meaning set forth in the Recitals.

“Availability LLC” shall have the meaning set forth in the Recitals.

“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.

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

“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 SDS Businesses, a sale of one of the SDS 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.

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“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.

“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.

“External Split-Off” shall have the meaning set forth in the Recitals.

“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).

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“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.

“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.

“Internal Spin-Offs” shall have the meaning set forth in the Recitals.

“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.

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“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 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.

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“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 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 Effective Time, 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) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation); 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

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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.

“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

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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 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 Preamble.

“SDS Business” shall mean SDS’s businesses, which, as of the date hereof, consist of three separate businesses: (a) the Financial Systems business, (b) the K-12 Education business and (c) the Public Sector business.

“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.

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“Stockholders Agreement” shall mean the Second 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.

“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.

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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

Facsimile: (610) 687-3725

Attention: General Counsel

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq. and Amanda McGrady Morrison, Esq.

E-mail:	alfred.rose@ropesgray.com
	amanda.morrison@ropesgray.com

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

c/o Bain Capital, LLC

John Hancock Tower

200 Clarendon Street

Boston, Massachusetts 02116

Facsimile: (617) 516-2710

Attention: Christopher Gordon

E-mail: cgordon@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: newcomb.stillwell@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: Martin Brand

E-mail: Brand@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

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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 Goldman, Sachs & Co

200 West Street

New York, New York 10282

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.

9 West 57^th Street, Suite 4200

New York, NY 10019

Facsimile: (212) 750-0003

Attention: General Counsel

E-mail: general.counsel@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Gary I. Horowitz, Esq.

E-mail: ghorowitz@stblaw.com

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

c/o Providence Equity L.L.C.

9 W. 57th Street

Suite 4700

New York, NY 10019

Facsimile: (212) 588-6701

Attention: R. Davis Noell

E-mail: D.Noell@provequity.com

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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, 32nd Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Andrew J. Schader

E-mail: andy.schader@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: alfred.rose@ropesgray.com

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

TPG Global, LLC

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Facsimile: (415) 743-1501

Attention: Ronald Cami

E-mail: rcami@tpg.com

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

Facsimile: (610) 687-3725

Attention: General Counsel

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with copies to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Facsimile: (215) 963-5001

Attention:	Robert J. Lichtenstein, Esq. and Mims Maynard Zabriskie, Esq.
E-mail:	rlichtenstein@morganlewis.com
	mzabriskie@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.

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.

-36-

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 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

-37-

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]

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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:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
LOWERCO:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
LLC:	SUNGARD HOLDCO LLC
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
SDS:	SUNGARD DATA SYSTEMS, INC.
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer

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

Charles J. Neral

[Signature Page to Second 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:	James A. Davidson
	Title:	Managing Director
	SILVER LAKE TECHNOLOGY INVESTORS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C., its general partner
	By:	*
	Name:	James A. Davidson
	Title:	Managing Director

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

James A. Davidson

[Signature Page to Second 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:	Christopher Gordon
	Title:	Managing Director
	BCIP TCV, LLC
	By:	Bain Capital Investors, LLC, its administrative member
	By:	*
	Name:	Christopher Gordon
	Title:	Managing Director

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

Christopher Gordon

[Signature Page to Second 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:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE CAPITAL PARTNERS IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person

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

Martin Brand

[Signature Page to Second 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:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE GT COMMUNICATIONS PARTNERS L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE FAMILY COMMUNICATIONS PARTNERSHIP L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person

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

Martin Brand

[Signature Page to Second 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:

Sanjeev Mehra

[Signature Page to Second 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:

Sanjeev Mehra

[Signature Page to Second 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:

Sanjeev Mehra

[Signature Page to Second 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:	William Janetschek
	Title:	Chief Financial Officer
	KKR PARTNERS III, L.P.
	By:	KKR GP III LLC, its general partner
	By:	*
	Name:	William Janetschek
	Title:	Chief Financial Officer

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

William Janetschek

[Signature Page to Second 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:

Robert S. Hull

[Signature Page to Second 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 GenPar VI Advisors, LLC, 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:

Ronald Cami

[Signature Page to Second 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 GenPar VI Advisors, LLC, 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:

Ronald Cami

[Signature Page to Second 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:	INTEGRAL CAPITAL PARTNERS VII, L.P.
	By:	Integral Capital Management VII, LLC, its general partner
	By:
	Name:	Charles A. Morris
	Title:	Manager

[Signature Page to Second Amended and Restated Participation, Registration Rights and Coordination Agreement]

EX-2.7

Exhibit 2.7

EXECUTION VERSION

SECOND 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 March 31, 2014

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	Post Split-Off Transfer 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 or Similar 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		17
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		18
7.5	Period		19
ARTICLE VIII. REMEDIES			19
8.1	Generally		19
8.2	Deposit		19

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ARTICLE IX. LEGENDS		19
9.1	Restrictive Legend	19
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	20
10.3	Withdrawal from Agreement	21
10.4	Effect of Termination	21
ARTICLE XI. DEFINITIONS		21
11.1	Certain Matters of Construction	21
11.2	Definitions	22
ARTICLE XII. MISCELLANEOUS		32
12.1	Authority: Effect	32
12.2	Notices	32
12.3	Binding Effect, Etc	36
12.4	Descriptive Heading	36
12.5	Counterparts	36
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	37
ARTICLE XIII. GOVERNING LAW		37
13.1	Governing Law	37
13.2	Consent to Jurisdiction	37
13.3	WAIVER OF JURY TRIAL	38
13.4	Exercise of Rights and Remedies	38

-ii-

SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

This Second Amended and Restated Stockholders Agreement (the “Agreement”) is made as of March 31, 2014 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 Amended and Restated Stockholders Agreement 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 Amended and Restated Stockholders Agreement 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 Amended and Restated Stockholders Agreement 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 Amended and Restated Stockholders Agreement 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. and certain Stockholders entered into a Stockholders Agreement, dated as of August 10, 2005 (the “Stockholders Agreement”);

WHEREAS, the Company amended its certificate of incorporation 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 were incidental to the foregoing on November 7, 2012 (the “Substitution Charter Amendment”);

WHEREAS, in connection with the Substitution Charter Amendment, the Company, Lowerco, Holdings, LLC, SDS and the Stockholders amended the Stockholders Agreement and entered into the Amended and Restated Stockholders Agreement, dated as of November 7, 2012 (the “Amended and Restated Stockholders Agreement”);

WHEREAS, SDS, directly and through its various subsidiaries, is engaged in the SDS Business and was previously engaged in the AS Business (as such terms are defined herein);

WHEREAS, the board of directors of each of the Company, Lowerco, Holdings and SDS, and the board of managers of LLC, have determined that it is in the best interests of the Company, Lowerco, Holdings, LLC and SDS to separate the AS Business from the SDS Business, because such separation will (i) allow key managers of the AS Business to receive stock in a separate, independent company, which will enable the AS Business to retain and motivate such managers and to attract future key managers of the AS Business, (ii) eliminate operational, strategic, governance and management conflicts between the AS Business and the SDS Business, and (iii) provide each of the AS Business and the SDS Business with the opportunity to pursue its own separate and distinct corporate opportunities and growth strategies;

WHEREAS, SDS formed Sungard Availability Services Capital, Inc., a wholly owned Delaware corporation (“AS Spinco”), for the purpose of indirectly holding the AS Business following its separation from the SDS Business (through Sungard Availability Services Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of AS Spinco, that is disregarded for U.S. federal income tax purposes (“Availability LLC”));

WHEREAS, in order to effect such separation, the Company, Lowerco, Holdings, LLC, SDS, AS Spinco and Availability LLC, entered into that certain Separation and Distribution Agreement, dated as of March 31, 2014, pursuant to which the AS Business was separated from the SDS Business through a series of internal contributions and spin-off transactions (such transactions, collectively, the “Internal Spin-Offs”);

WHEREAS, following the Internal Spin-Offs and pursuant to Section 4.3 of the Amended and Restated Stockholders Agreement, the holders of Preferred Stock exchanged, on a pro rata basis and at fair market value, a portion of their shares of Preferred Stock for all of the outstanding shares of the common stock of AS Spinco (the “External Split-Off” and, together with the Internal Spin-Offs, the “AS Separation Transaction”); and

WHEREAS, in connection with the AS Separation Transaction, 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 Amended and Restated Stockholders Agreement as set forth in this Agreement.

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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 External Split-Off (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.

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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.

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. Subject to 3.4, 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.

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3.1.3 Public Transfers. Subject to 3.4, 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 Section 3.4 and 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 (other than the provisions of Section 3.4). 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

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party to this Agreement and 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 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 Post Split-Off Transfer Limits. No holder of Shares shall directly or indirectly Sell, Transfer, or otherwise dispose of any Shares (including Sales or Transfers that are only for tax purposes and including Sales or Transfers between related or affiliated parties) of the Company, Lowerco, Holdings, LLC or SDS for one year following the date of the External Split-Off (other than a Required Dodd-Frank Disposition or Specified Management Repurchase). In the second year following the External Split-Off, no holder of Shares shall directly or indirectly

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Sell, Transfer, or otherwise dispose of any Shares (including Sales or Transfers that are only for tax purposes and including Sales or Transfers between related or affiliated parties) of the Company, Lowerco, Holdings, LLC or SDS (other than a Required Dodd-Frank Disposition or Specified Management Repurchase) without the receipt of a tax opinion from a nationally recognized tax advisor (mutually acceptable to the Company, AS Spinco and the Principal Investors) that the Sale, Transfer, or other disposition should not disqualify the AS Separation Transaction from tax-free treatment. Any such opinion shall assume that the Contribution, the Debt Repayment, the Debt Exchange, the Internal Spin-Offs and the External Split-Off would qualify for the Intended Tax Treatment if the Sale, Transfer, or other disposition did not occur.

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 Section 3.3 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 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

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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.

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.

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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 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

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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 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.

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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.

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.

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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 or Similar Transaction. Each Stockholder hereby agrees that, if the Company engages in a spin-off, split-off or similar transaction in respect of one of the SDS Businesses in which the Stockholders receive capital stock on a pro rata basis with all other Stockholders in the entity holding such SDS Business (the “New 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 New 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 the New Entity, and the references to Management Shares and Other Investor Shares shall be deemed to be references to the equivalent shares in the New 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 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

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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.

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)

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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.

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.

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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.

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.

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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 an SDS 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 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.

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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 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.

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.

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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.

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

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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 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

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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.

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

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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 SDS Businesses, the consent of a Majority in Interest of the Management Shares held by Managers then employed by such SDS 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.

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;

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(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 none of the Company or any of its subsidiaries, AS Spinco or Availability LLC or any of their respective 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.

“Amended and Restated Stockholders Agreement” shall have the meaning set forth in the Recitals.

“Amendment” shall have the meaning set forth in Section 10.2.

“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.

“AS Business” shall mean AS Spinco’s businesses which, as of the Effective Time, consist of the business of SDS and its subsidiaries identified as “Availability Services” in SDS’s filings with the United States Securities and Exchange Commission, including SDS’s Form 10-K and financial statements for the year ended December 31, 2013.

“AS Separation Transaction” shall have the meaning set forth in the Recitals.

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“AS Spinco” shall have the meaning set forth in the Recitals.

“Availability LLC” shall have the meaning set forth in the Recitals.

“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 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 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”,

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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 SDS Businesses, a sale of one of the SDS 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 Code.

“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.

“Code” means the Internal Revenue Code of 1986, as in effect from time to time.

“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.

“Contribution” shall have the meaning given to such term in the Tax Sharing Agreement.

“Convertible Securities” shall mean any evidence of indebtedness, shares of stock (other than Stock), Restricted Stock Units 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.

“Debt Exchange” shall have the meaning given to such term in the Tax Sharing Agreement.

“Debt Repayment” shall have the meaning given to such term in the Tax Sharing Agreement.

“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.

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“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.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act and certain provisions therein known as the “Volcker Rule” (as amended from time to time, and together with the regulations promulgated thereunder).

“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.

“External Split-Off” shall have the meaning set forth in the Recitals.

“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.

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“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.

“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).

“Intended Tax Treatment” shall have the meaning given to such term in the Tax Sharing Agreement.

“Internal Spin-Offs” shall have the meaning set forth in the Recitals.

“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.

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“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 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.

“New Entity” shall have the meaning set forth in Section 4.4.

“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 Second 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.

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“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 mean the Second 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 Effective Time, 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) of at least the Minimum Total Combined Investment (as defined in the Company’s certificate of incorporation); 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

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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;

(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.

“Required Dodd-Frank Disposition” shall mean a direct or indirect Sale, Transfer, or other disposition of Shares of the Company, Lowerco, Holdings, LLC or SDS if (i) such Sale, Transfer, or other disposition is consummated in order for a Principal Investor Group or its Affiliates to comply with the Dodd-Frank Act and is unrelated to and is not part of a plan or series of related transactions that includes the AS Separation Transaction, (ii) in the absence of

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the AS Separation Transaction, such Principal Investor Group would similarly implement such Sale, Transfer, or other disposition of Shares of the Company, Lowerco, Holdings, LLC or SDS in order to comply with the Dodd-Frank Act, (iii) such Sale, Transfer or other disposition would include Shares of the Company, Lowerco, Holdings, LLC or SDS in proportionate amounts and (iv) such Sale, Transfer, or other disposition has not been decided upon as of the Effective Time.

“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.

“Restricted Stock Unit” shall mean any restricted stock unit representing a conditional right to receive Stock.

“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.

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

“SDS Business” shall mean SDS’s businesses, which, as of the date hereof, consist of three separate businesses: (a) the Financial Systems business, (b) the K-12 Education business and (c) the Public Sector business.

“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.

“Specified Management Repurchase” shall mean any repurchase by the Company or Lowerco of Purchased and Roll-Over Shares from any holder thereof who is a former employee of the Company or its subsidiaries, and who is employed by AS Spinco or its subsidiaries as of the date of such repurchase.

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“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.

“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.

“Tax Sharing Agreement” shall mean the Tax Sharing and Disaffiliation Agreement of even date herewith among the Company, SDS, AS Spinco and Availability LLC.

“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.

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“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.

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:

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

c/o SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Facsimile: (610) 687-3725

Attention: General Counsel

with copies to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq. and Amanda McGrady Morrison, Esq.

E-mail:	alfred.rose@ropesgray.com
	amanda.morrison@ropesgray.com

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

c/o Bain Capital, LLC

John Hancock Tower

32

200 Clarendon Street

Boston, Massachusetts 02116

Facsimile: (617) 516-2710

Attention: Christopher Gordon

E-mail: cgordon@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: newcomb.stillwell@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: Martin Brand

E-mail: Brand@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 Goldman, Sachs & Co

200 West Street

New York, New York 10282

Facsimile: (212) 357-5505

Attention: Sanjeev Mehra

E-mail: sanjeev.mehra@gs.com

33

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.

9 West 57^th Street, Suite 4200

New York, NY 10019

Facsimile: (212) 750-0003

Attention: General Counsel

E-mail: general.counsel@kkr.com

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: (212) 455-2502

Attention: Gary I. Horowitz, Esq.

E-mail: ghorowitz@stblaw.com

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

c/o Providence Equity L.L.C.

9 W. 57th Street

Suite 4700

New York, NY 10019

Facsimile: (212) 588-6701

Attention: R. Davis Noell

E-mail: D.Noell@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, 32nd Floor

New York, NY 10019

Facsimile: (212) 981-3535

Attention: Andrew J. Schader

E-mail: andy.schader@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: alfred.rose@ropesgray.com

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

TPG Global, LLC

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Facsimile: (415) 743-1501

Attention: Ronald Cami

E-mail: rcami@tpg.com

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

Facsimile: (610) 687-3725

Attention: General Counsel

with copies to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Facsimile: (215) 963-5001

Attention:	Robert J. Lichtenstein, Esq. and Mims Maynard Zabriskie, Esq.
E-mail:	rlichtenstein@morganlewis.com
	mzabriskie@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.

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.

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.

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.

36

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 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.

37

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]

38

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:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
LOWERCO:	SUNGARD CAPITAL CORP. II
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
HOLDINGS:	SUNGARD HOLDING CORP.
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
LLC:	SUNGARD HOLDCO LLC
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial Officer
SDS:	SUNGARD DATA SYSTEMS, INC.
	By:	*
	Name:	Charles J. Neral
	Title:	Senior Vice President, Finance and Chief Financial
		Officer

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

Charles J. Neral

[Signature Page to Second 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:	James A. Davidson
	Title:	Managing Director
	SILVER LAKE TECHNOLOGY INVESTORS II, L.P.
	By:	Silver Lake Technology Associates II, L.L.C., its general partner
	By:	*
	Name:	James A. Davidson
	Title:	Managing Director

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

James A. Davidson

[Signature Page to Second 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:	Christopher Gordon
	Title:	Managing Director
	BCIP TCV, LLC
	By:	Bain Capital Investors, LLC, its administrative member
	By:	*
	Name:	Christopher Gordon
	Title:	Managing Director

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

Christopher Gordon

[Signature Page to Second 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:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE CAPITAL PARTNERS IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.
	By:	Blackstone Management Associates IV L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person

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

Martin Brand

[Signature Page to Second 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:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE GT COMMUNICATIONS PARTNERS L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person
	BLACKSTONE FAMILY COMMUNICATIONS PARTNERSHIP L.P.
	By:	Blackstone Communications Management Associates I L.L.C., its General Partner
	By:	*
	Name:	Martin Brand
	Title:	Authorized Person

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

Martin Brand

[Signature Page to Second 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:

Sanjeev Mehra

[Signature Page to Second 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:
	Title:
	By:
	Name:
	Title:
	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:

Sanjeev Mehra

[Signature Page to Second 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:

Sanjeev Mehra

[Signature Page to Second 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:	William Janetschek
	Title:	Chief Financial Officer
	KKR PARTNERS III, L.P.
	By:	KKR GP III LLC, its general partner
	By:	*
	Name:	William Janetschek
	Title:	Chief Financial Officer

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

William Janetschek

[Signature Page to Second 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:

Robert S. Hull

[Signature Page to Second 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 GenPar IV Advisors, LLC, 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:

Ronald Cami

[Signature Page to Second 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 GenPar IV Advisors, LLC,
		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:

Ronald Cami

[Signature Page to Second 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:	INTEGRAL CAPITAL PARTNERS VII, L.P.
	By:	Integral Capital Management VII, LLC, its general partner
	By:
	Name:	Charles A. Morris
	Title:	Manager

[Signature Page to Second Amended and Restated Stockholders Agreement]

EX-99.1

Exhibit 99.1

For more information, contact:

Henry Miller - financial contact	George Thomas - media contact
Tel: 484-582-5445	Tel: 484-582-5635
henry.miller@sungard.com	george.thomas@sungard.com

SunGard Completes Split-Off of Its Availability Services Business

Wayne, PA – April 1, 2014 – SunGard Data Systems Inc. (“SunGard”), one of the world’s leading software and technology services companies, announced today that it has completed the tax-free split-off of its Availability Services business. As a result, Sungard Availability Services, a leading provider of information availability through managed IT, cloud and recovery services, is now a separate, independent company with approximately $1.4 billion in annual revenue and its own Board of Directors.

Russ Fradin, SunGard’s president and CEO said: “I would like to thank and congratulate everyone who helped us reach this major milestone. With the successful split-off of Availability Services, we are entering a new era in SunGard’s history. Going forward, SunGard will be more focused than ever on providing leading software and processing solutions that meet the growing and evolving needs of financial industry clients around the world, as well as corporate treasury, energy, public sector and K-12 education clients.”

About SunGard

SunGard is one of the world’s leading software and technology services companies, with annual revenue of about $2.8 billion. SunGard provides software and processing solutions for financial services, education and the public sector. SunGard serves approximately 16,000 customers in more than 70 countries and has more than 13,000 employees. For more information, please visit www.sungard.com.

Trademark information: SunGard , Sungard Availability Services and the SunGard logo are trademarks or registered trademarks of SunGard Data Systems Inc. or its subsidiaries in the U.S. and other countries. All other trade names are trademarks or registered trademarks of their respective holders.

SunGard’s “Safe Harbor” Statement under Private Securities Litigation Reform Act of 1995

Statements in this release other than historical facts constitute forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “would,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates” or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. The factors that may affect our business or future financial results are discussed in our filings with the Securities and Exchange Commission, copies of which may be obtained from us without charge. We assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events or other factors except as otherwise required by applicable law.

1

EX-99.2

Exhibit 99.2

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

SunGard Availability Services Split-off

On March 31, 2014, SunGard Data Systems Inc. (“SDS” or the “Company”) completed its previously announced split-off of its Availability Services (“AS”) business. As a result, the assets and liabilities of SDS and its subsidiaries related to the AS business were transferred to Sungard Availability Services Capital, Inc. (“SpinCo”) which is now a separate, independent company.

In anticipation of the split-off, in January 2014, SDS removed AS as a participant in its secured accounts receivable credit facility and repaid $60 million of the accounts receivable term loan. Also, in February 2014, SDS amended the existing AS separation provision within its senior secured credit facility in order to effect the split-off of AS.

On March 31, 2014, the assets and liabilities of the AS business were contributed to a new subsidiary, and then SDS transferred all of its ownership interests in that subsidiary to SpinCo in exchange for common stock of SpinCo, approximately $425 million of SpinCo senior notes (“SpinCo Notes”), and $1.005 billion of net cash proceeds (from the issuance of the AS term loan facility). SDS used the $1.005 billion to repay approximately $27 million of its tranche C term loans, $713 million of its tranche D term loans and $265 million of its tranche E term loans. SDS also exchanged the SpinCo Notes with an aggregate principal amount of approximately $425 million for existing SDS 7.375% senior notes due 2018 (“SDS Notes”) with an aggregate principal amount of approximately $389 million, which were then retired. The retirement of the SDS Notes is expected to result in a $36 million loss on extinguishment of debt during the three months ended March 31, 2014. Following these transactions, SDS had debt outstanding of approximately $4.93 billion.

Immediately after the transactions described above, SDS distributed the common stock of SpinCo through its ownership chain ultimately to SunGard Capital Corp. II (“Capital II”), and then all shareholders of preferred stock of Capital II exchanged a portion of their shares of preferred stock for all of the shares of common stock of SpinCo. As a result, the preferred shareholders of Capital II own 100% of the common stock of SpinCo.

1

Pro Forma Information

The accompanying unaudited pro forma condensed consolidated balance sheets of SunGard Capital Corp. (“Capital”), Capital II and SDS, as of December 31, 2013, are presented as if the split-off of SDS’ AS business had occurred on December 31, 2013. The accompanying unaudited pro forma condensed consolidated statements of operations of SDS for the years ended December 31, 2013, 2012 and 2011 are presented as if the split-off of SDS’ AS business had occurred on January 1, 2011. Capital and Capital II are holding companies that have no operations. As the statements of operations for each of Capital, Capital II and SDS are materially similar, we have presented the pro forma condensed consolidated statements of operations of SDS to represent each of Capital, Capital II and SDS for each of the years presented.

Article 11 of Regulation S-X of the Securities Act of 1933 (“Article 11”) requires a pro forma condensed consolidated balance sheet as of the most recently reported period, which, in our case, is December 31, 2013, and a pro forma condensed consolidated statement of operations for the most recent fiscal year, which, in our case, is fiscal 2013. Since AS was not reflected in discontinued operations in SDS’ 2013 Annual Report on Form 10-K, we also included the pro forma impact to SDS of removing AS during fiscal 2012 and 2011.

Pro forma adjustments related to the pro forma condensed consolidated statement of operations include adjustments which give effect to events that are (i) directly attributable to the split-off, (ii) expected to have a continuing effect, and (iii) factually supportable. Pro forma adjustments giving effect to the reduction of interest expense attributable to the repayment of debt and the write-off of the related deferred debt issuance costs, are limited to the most recent fiscal year. Pro forma adjustments related to the pro forma condensed consolidated balance sheet include adjustments which give effect to events that are (i) directly attributable to the transaction, and (ii) factually supportable, regardless of whether they have a continuing effect or are nonrecurring.

The unaudited pro forma condensed consolidated financial information contains specific assumptions and adjustments related to the split-off of the AS business. The adjustments are based on information presently available and assumptions management believes are reasonable under the circumstances as of the date of this filing. Actual adjustments, however, may differ materially from the information presented.

The unaudited pro forma condensed consolidated financial information is intended for informational purposes only. It is not necessarily indicative of and does not purport to represent what Capital, Capital II or SDS’ future financial condition or operating results will be after the split-off, and does not reflect actions that may be undertaken by management after the split-off.

The unaudited pro forma condensed consolidated financial information set forth below, including the notes thereto, should be read in conjunction with “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the historical consolidated financial statements and notes thereto included in SDS’ Annual Report on Form 10-K for the year ended December 31, 2013 that has been filed with the U.S. Securities and Exchange Commission.

2

SunGard Capital Corp.

Pro Forma Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

	December 31, 2013
	Historical SunGard			Split-off AS (1)			Pro Forma Adjustments			Pro Forma
Assets
Current:
Cash and cash equivalents	$	706		$	(106	)	$	(72	) (2)	$	528
Trade receivables, net		772			(212	)		—			560
Earned but unbilled receivables		105			(13	)		—			92
Prepaid expenses and other current assets		192			(65	)		—			127
Assets held for sale		49			—			—			49
Total current assets		1,824			(396	)		(72	)		1,356
Property and equipment, net		821			(669	)		—			152
Software products, net		309			(39	)		—			270
Customer base, net		1,152			(732	)		—			420
Other assets, net		123			(10	)		(20	) (3)		93
Trade name		1,019			—			(347	) (4)		672
Goodwill		4,531			(703	)		—			3,828
Total Assets	$	9,779		$	(2,549	)	$	(439	)	$	6,791
Liabilities and Equity
Current:
Short-term and current portion of long-term debt	$	293		$	(2	)	$	(29	) (5)	$	262
Accounts payable		54			(46	)		—			8
Accrued compensation and benefits		281			(36	)		—			245
Accrued interest expense		40			—			(6	) (2)		34
Other accrued expenses		206			(76	)		(12	) (6)		118
Deferred revenue		845			(256	)					589
Liabilities related to assets held for sale		15			—			—			15
Total current liabilities		1,734			(416	)		(47	)		1,271
Long-term debt		6,099			(5	)		(1,425	) (5)		4,669
Deferred and other income taxes		1,028			(282	)		(97	) (7)		649
Other long-term liabilities		119			(80	)		(4	) (8)		35
Total liabilities		8,980			(783	)		(1,573	)		6,624
Commitments and contingencies
Noncontrolling interest in preferred stock of Capital II subject to a put option		42			—			(10	) (9)		32
Class L common stock subject to a put option		58			—			—			58
Class A common stock subject to a put option		4			—			—			4
Stockholders’ equity:
Class L common stock		—			—			—			—
Class A common stock		—			—			—			—
Capital in excess of par value		2,482			(1,790	)		1,870	(10)		2,562
Treasury stock		(47	)		—			—			(47	)
Accumulated deficit		(3,497	)		85			(295	) (11)		(3,707	)
Accumulated other comprehensive income (loss)		16			(61	)		—			(45	)
Total SunGard Capital Corp. stockholders’ equity (deficit)		(1,046	)		(1,766	)		1,575			(1,237	)
Noncontrolling interest in preferred stock of Capital II		1,741			—			(431	) (9)		1,310
Total equity		695			(1,766	)		1,144			73
Total Liabilities and Equity	$	9,779		$	(2,549	)	$	(439	)	$	6,791

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

3

SunGard Capital Corp. II

Pro Forma Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

	December 31, 2013
	Historical SunGard			Split-off AS (1)			Pro Forma Adjustments			Pro Forma
Assets
Current:
Cash and cash equivalents	$	706		$	(106	)	$	(72	) (2)	$	528
Trade receivables, net		772			(212	)		—			560
Earned but unbilled receivables		105			(13	)		—			92
Prepaid expenses and other current assets		192			(65	)		—			127
Assets held for sale		49			—			—			49
Total current assets		1,824			(396	)		(72	)		1,356
Property and equipment, net		821			(669	)		—			152
Software products, net		309			(39	)		—			270
Customer base, net		1,152			(732	)		—			420
Other assets, net		123			(10	)		(20	) (3)		93
Trade name		1,019			—			(347	) (4)		672
Goodwill		4,531			(703	)		—			3,828
Total Assets	$	9,779		$	(2,549	)	$	(439	)	$	6,791
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	293		$	(2	)	$	(29	) (5)	$	262
Accounts payable		54			(46	)		—			8
Accrued compensation and benefits		281			(36	)		—			245
Accrued interest expense		40			—			(6	) (2)		34
Other accrued expenses		205			(76	)		(12	) (6)		117
Deferred revenue		845			(256	)					589
Liabilities related to assets held for sale		15			—			—			15
Total current liabilities		1,733			(416	)		(47	)		1,270
Long-term debt		6,099			(5	)		(1,425	) (5)		4,669
Deferred and other income taxes		1,028			(282	)		(97	) (7)		649
Other long-term liabilities		102			(80	)		—			22
Total liabilities		8,962			(783	)		(1,569	)		6,610
Commitments and contingencies
Preferred stock subject to a put option		37			—			(9	) (9)		28
Stockholders’ equity:								—
Preferred stock		—			—						—
Common stock		—			—						—
Capital in excess of par value		3,501			(1,790	)		1,434	(10)		3,145
Treasury stock		(29	)		—			—			(29	)
Accumulated deficit		(2,708	)		85			(295	) (11)		(2,918	)
Accumulated other comprehensive income (loss)		16			(61	)		—			(45	)
Total stockholders’ equity		780			(1,766	)		1,139			153
Total Liabilities and Stockholders’ Equity	$	9,779		$	(2,549	)	$	(439	)	$	6,791

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

4

SunGard Data Systems Inc.

Pro Forma Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

	December 31, 2013
	Historical SunGard			Split-off AS (1)			Pro Forma Adjustments			Pro Forma
Assets
Current:
Cash and cash equivalents	$	706		$	(106	)	$	(72	) (2)	$	528
Trade receivables, net		772			(212	)		—			560
Earned but unbilled receivables		105			(13	)		—			92
Prepaid expenses and other current assets		192			(65	)		—			127
Assets held for sale		49			—			—			49
Total current assets		1,824			(396	)		(72	)		1,356
Property and equipment, net		821			(669	)		—			152
Software products, net		309			(39	)		—			270
Customer base, net		1,152			(732	)		—			420
Other assets, net		123			(10	)		(20	) (3)		93
Trade name		1,019			—			(347	) (4)		672
Goodwill		4,531			(703	)		—			3,828
Total Assets	$	9,779		$	(2,549	)	$	(439	)	$	6,791
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	293		$	(2	)	$	(29	) (5)	$	262
Accounts payable		54			(46	)		—			8
Accrued compensation and benefits		281			(36	)		—			245
Accrued interest expense		40			—			(6	) (2)		34
Other accrued expenses		208			(76	)		(12	) (6)		120
Deferred revenue		845			(256	)					589
Liabilities related to assets held for sale		15			—			—			15
Total current liabilities		1,736			(416	)		(47	)		1,273
Long-term debt		6,099			(5	)		(1,425	) (5)		4,669
Deferred and other income taxes		1,021			(282	)		(97	) (7)		642
Other long-term liabilities		102			(80	)		—			22
Total liabilities		8,958			(783	)		(1,569	)		6,606
Commitments and contingencies
Stockholder’s equity:
Common stock		—			—			—			—
Capital in excess of par value		3,513			(1,790	)		1,425	(10)		3,148
Accumulated deficit		(2,708	)		85			(295	) (11)		(2,918	)
Accumulated other comprehensive income (loss)		16			(61	)		—			(45	)
Total stockholder’s equity		821			(1,766	)		1,130			185
Total Liabilities and Stockholder’s Equity	$	9,779		$	(2,549	)	$	(439	)	$	6,791

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

5

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

Pro Forma Condensed Consolidated Statement of Operations

(In millions)

(Unaudited)

	Year Ended December 31, 2013
	Historical SunGard			Split-off AS (1)			Pro Forma Adjustments			Pro Forma
Revenue:
Services	$	3,802		$	(1,348	)	$	—		$	2,454
License and resale fees		276			(2	)		—			274
Total products and services		4,078			(1,350	)		—			2,728
Reimbursed expenses		56			(23	)		—			33
Total revenue		4,134			(1,373	)		—			2,761
Costs and expenses:
Cost of sales and direct operating (excluding depreciation)		1,706			(737	)		—			969
Sales, marketing and administration		964			(223	)		—			741
Product development and maintenance		366			(5	)		—			361
Depreciation		303			(199	)		—			104
Amortization of acquisition-related intangible assets		334			(153	)		—			181
Total costs and expenses		3,673			(1,317	)		—			2,356
Operating income (loss)		461			(56	)		—			405
Interest income		1			—			—			1
Interest expense and amortization of deferred financing fees		(398	)		—			81	(12)		(317	)
Loss on extinguishment of debt		(6	)		—			—			(6	)
Other income (expense)		(1	)		—			—			(1	)
Income (loss) from continuing operations before income taxes		57			(56	)		81			82
Benefit from (provision for) income taxes		(6	)		11			(28	) (13)		(23	)
Income (loss) from continuing operations	$	51		$	(45	)	$	53		$	59

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

6

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

Pro Forma Condensed Consolidated Statement of Operations

(In millions)

(Unaudited)

	Year Ended December 31, 2012
	Historical SunGard			Split-off AS (1)			Pro Forma
Revenue:
Services	$	3,878		$	(1,383	)	$	2,495
License and resale fees		274			(3	)		271
Total products and services		4,152			(1,386	)		2,766
Reimbursed expenses		61			(19	)		42
Total revenue		4,213			(1,405	)		2,808
Costs and expenses:
Cost of sales and direct operating (excluding depreciation)		1,712			(713	)		999
Sales, marketing and administration		996			(223	)		773
Product development and maintenance		380			(6	)		374
Depreciation		287			(191	)		96
Amortization of acquisition-related intangible assets		382			(165	)		217
Goodwill impairment charges		385			(385	)		—
Total costs and expenses		4,142			(1,683	)		2,459
Operating income (loss)		71			278			349
Interest income		1			—			1
Interest expense and amortization of deferred financing fees		(428	)		—			(428	)
Loss on extinguishment of debt		(82	)		—			(82	)
Income (loss) from continuing operations before income taxes		(438	)		278			(160	)
Benefit from (provision for) income taxes		40			21			61
Income (loss) from continuing operations	$	(398	)	$	299		$	(99	)

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

7

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

Pro Forma Condensed Consolidated Statement of Operations

(In millions)

(Unaudited)

	Year Ended December 31, 2011
	Historical SunGard			Split-off AS (1)			Pro Forma
Revenue:
Services	$	4,001		$	(1,438	)	$	2,563
License and resale fees		286			(2	)		284
Total products and services		4,287			(1,440	)		2,847
Reimbursed expenses		94			(20	)		74
Total revenue		4,381			(1,460	)		2,921
Costs and expenses:
Cost of sales and direct operating (excluding depreciation)		1,791			(732	)		1,059
Sales, marketing and administration		1,084			(236	)		848
Product development and maintenance		414			(5	)		409
Depreciation		271			(180	)		91
Amortization of acquisition-related intangible assets		432			(172	)		260
Goodwill impairment charges		48			(35	)		13
Total costs and expenses		4,040			(1,360	)		2,680
Operating income (loss)		341			(100	)		241
Interest income		3			—			3
Interest expense and amortization of deferred financing fees		(524	)		—			(524	)
Loss on extinguishment of debt		(3	)		—			(3	)
Other income (expense)		1			—			1
Income (loss) from continuing operations before income taxes		(182	)		(100	)		(282	)
Benefit from (provision for) income taxes		118			48			166
Income (loss) from continuing operations	$	(64	)	$	(52	)	$	(116	)

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

8

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Included below are notes to the condensed consolidated balance sheets and condensed consolidated statements of operations. In accordance with Article 11, the pro forma adjustments to the condensed consolidated balance sheets include both recurring and non-recurring items. The pro forma adjustments to the condensed consolidated statements of operations includes only recurring items. Therefore, non-recurring items resulting from the split-off of AS from SDS, and the related tax effects, including, (i) the impairment of the “SunGard” trade name of approximately $339 million, (ii) the loss on extinguishment of debt totaling $36 million resulting from the exchange of SpinCo Notes for SDS Notes, (iii) the deferred tax expense related to the change in the state deferred tax rate on the trade name resulting from changes in the legal entity ownership structure related to the trade name, (iv) the write-off of capitalized deferred financing fees totaling $25 million resulting from the repayment or retirement of debt, as previously described, and (v) the $15 million management fee have been included in the condensed consolidated balance sheets but have not been included in the condensed consolidated statement of operations for 2013 based on the rules prescribed by Article 11.

1. Represents the impact to Capital, Capital II and SDS of removing AS from the condensed consolidated balance sheet and the condensed consolidated statements of operations for the periods presented. The tax impact of removing AS from the condensed consolidated statements of operations for the periods presented was calculated by applying the U.S. federal statutory tax rate of 35% to all AS activity with the exception of nondeductible goodwill impairment charges previously recognized by AS during fiscal 2012 and 2011, as well as a one-time tax benefit totaling $9 million recognized during 2013 associated with certain AS lease-related reserves.

2. Represents the repayment of $60 million of debt in January 2014 related to removing AS as a participant in SDS’ syndicated secured accounts receivable facility, payment of accrued interest totaling $6 million related to the repurchase of SDS Notes in exchange for SpinCo Notes and the repayment of term loans (see Note 5), and payment of deferred financing fees totaling $6 million, of which $5 million was capitalized, related to the modification of the senior secured credit facility as a requirement to split-off AS from SDS.

3. Represents the write-off of capitalized deferred financing fees totaling $25 million, partially offset by the capitalization of $5 million of deferred financing fees, as described in Note 2, associated with the February 2014 amendment of SDS’ senior secured credit facility.

4. Based on the change in the use of SDS’ trade name resulting from the split-off of the AS business and the resulting effects on the valuation assumptions underlying the trade name, SDS expects to record a $339 million impairment of the trade name in the first quarter of 2014. As the Company is in the process of completing its impairment calculation, the final charge could differ materially from our current estimate. In addition, also included is the transfer of an $8 million “right-to-use” asset representing AS’ limited right to use the “SunGard” trade name. AS has a two-year royalty-free period for the use of the trade name, after which it will pay a pre-determined royalty rate based on its annual revenue for a specified number of years.

9

5. The pro forma adjustments to SDS’ long-term debt are as follows (in millions):

Repayment of SDS term loans	$	1,005
Retirement of SDS Notes		389
Repayment of secured AR facility term loan commitment		60	(a)
Total debt extinguished		1,454
Reclassification of current portion of long-term debt		(29	) (b)
Pro forma adjustment - long term debt	$	1,425

(a) On January 31, 2014, SDS removed AS as a participant in SDS’ syndicated secured accounts receivable facility, and, as a result, repaid $60 million of the term loan commitment.

(b) Following the repayment of $1.005 billion of term loans, SDS will no longer be required to make quarterly principal payments on its tranche D and tranche E term loans. The remaining $262 million of current portion of long-term debt represents $250 million of senior secured notes that were repaid on January 15, 2014, $7 million of tranche A term loans that were repaid on February 28, 2014, and $5 million of other debt that is still outstanding.

6. Includes the tax benefit from (i) the loss on extinguishment of debt resulting from the exchange of SpinCo Notes for SDS Notes, (ii) the write-off of deferred financing costs (see Note 3), and (iii) the accrual of the management fee, partially offset by the accrual of a $15 million non-recurring management fee to be paid to our sponsors in connection with services rendered related to these transactions and in accordance with the Amended and Restated Management Agreement dated March 31,2014 between SDS, its four parent companies and affiliates of our sponsors. The items below were tax-affected at the U.S. statutory rate of 35%. The table below presents the impact of the various transactions listed above (in millions):

	Accrued Expenses Other Than Accrued Income Taxes		Accrued Income Taxes			Total Accrued Expenses
Accrue $15 million management fee	$	15	$	(5	)	$	10
Tax impact of loss on exchange of SpinCo Notes for SDS Notes		—		(13	)		(13	)
Tax impact of write-off of $25 million of deferred financing costs		—		(9	)		(9	)
Total	$	15	$	(27	)	$	(12	)

10

7. Represents the reduction of deferred income taxes resulting from the trade name impairment and the transfer to AS of the right-to-use asset (see Note 4), partially offset by a change in the state deferred income tax rate related to the trade name and a change in the valuation allowance on deferred income taxes. The table below presents the components of the pro forma adjustments to deferred income taxes (in millions):

	Deferred Income Taxes
Reversal of deferred tax resulting from trade name impairment	$	(135	)
Transfer deferred tax to AS related to “right-to-use” trade name		(3	)
Change in state deferred tax rate related to trade name		34
Adjust valuation allowance on deferred tax assets due to removing AS’ deferred tax liabilities		7
Total	$	(97	)

8. Represents the transfer of the preferred stock dividend liability related to AS employees resulting from the December 2012 preferred stock dividend. See Note 9 of the Notes to Consolidated Financial Statements included in SDS’ Annual Report on Form 10-K for the year ended December 31, 2013 filed with the U.S. Securities & Exchange Commission in March 2014 for further information.

9. Represents the impact to noncontrolling interests, both in temporary and permanent equity of Capital, and temporary equity of Capital II, from the exchange of preferred stock of Capital II for the equivalent value of common stock of SpinCo. Approximately 24% of the outstanding preferred stock of Capital II was exchanged for all of the common stock of SpinCo.

10. The pro forma adjustments to SDS’ capital in excess of par are as follows (in millions):

	SCC			SCCII			SDS
Partial repayment of term loans	$	1,005		$	1,005		$	1,005
Exchange of SpinCo Notes for SDS Notes		425			425			425
Transfer right to use asset to AS, net of tax		(5	)		(5	)		(5	)
Transfer dividend-equivalent liability to AS		4			—			—
Impact of exchange of preferred stock for SpinCo common stock - temporary equity		10			9			—
Impact of exchange of preferred stock for SpinCo common stock - noncontrolling interest in permanent equity		431			—			—
Total impact of pro forma adjustments on additional paid in capital	$	1,870		$	1,434		$	1,425

11. The pro forma adjustments to retained earnings (accumulated deficit) are as follows (in millions):

	Retained Earnings (Accumulated Deficit)
Impairment of trade name, net of tax	$	(204	)
Change in state deferred tax rate related to trade name		(34	)
Loss on exchange of SpinCo Notes for SDS Notes, net of tax		(23	)
Write-off deferred financing fees, net of tax		(16	)
Accrue $15 million management fee, net of tax		(10	)
Adjust valuation allowance on deferred tax assets due to removing AS’ deferred tax liabilities		(7	)
Other		(1	)
Total	$	(295	)

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12. Represents the adjustment for interest related to the $1.005 billion repayment of term loans, the $389 million retirement of SDS Notes and the repayment of $60 million of the secured accounts receivable facility. Also included are adjustments related to the amortization of deferred financing costs recognized in 2013 associated with the debt that was repaid (see Note 5) and for the reduction in the unused commitment fee related to the decrease in the revolving credit commitment.

13. As prescribed by Article 11, a statutory rate of 35% was applied to the pro forma interest expense adjustment and amortization of deferred financing fees (see Note 12) to determine the after-tax impact of such adjustments. The U.S. federal statutory rate of 35% used may not be reflective of the Company’s effective tax rate after the split-off.

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