exv10w2



 





VOTING AGREEMENT




          This VOTING AGREEMENT (the “Agreement”), dated as of July 28, 2005, is made by and
among William C. Stone (the “Principal Stockholder”), SS&C Technologies, Inc., a Delaware
corporation (the “Company”), Sunshine Acquisition Corporation, a Delaware corporation
(“Parent”), and Sunshine Merger Corporation, a Delaware corporation and wholly owned
subsidiary of Parent (“Merger Co”). Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined
below).



          WHEREAS, the Company, Parent and Merger Co are entering into an Agreement and Plan of Merger,
dated as of the date hereof (as amended or supplemented from time to time in accordance with the
terms thereof, the “Merger Agreement”), providing for the merger of Merger Co with and into
the Company with the Company as the surviving corporation (the “Merger”), upon the terms
and subject to the conditions set forth in the Merger Agreement;



          WHEREAS, as of the date hereof, the Principal Stockholder beneficially owns 5,872,020 shares
of common stock, par value $0.01 per share, of the Company (the “Common Stock”); and



          WHEREAS, as a condition to the willingness of Parent and Merger Co to enter into the Merger
Agreement, each of Parent and Merger Co has required that the Principal Stockholder agree, and in
order to induce Parent and Merger Co to enter into the Merger Agreement, the Principal Stockholder
has agreed, to enter into this Agreement with respect to (a) all the shares of Common Stock now
beneficially owned by, and all the shares of Common Stock or other voting securities of the Company
which may hereafter be acquired by, or on behalf of, or issued to the Principal Stockholder
(collectively, the “Shares”), and (b) certain other matters as set forth herein.



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



ARTICLE I.

VOTING AGREEMENT




          Section 1.1 Voting Agreement. The Principal Stockholder hereby agrees that during the
time this Agreement is in effect, at any meeting of the stockholders of the Company, however
called, or at any adjournment thereof or in any other circumstances upon which a vote, consent or
other approval (including by written consent) is sought, the Principal Stockholder shall (a) when a
meeting is held, appear at such meeting or otherwise cause all Vote Eligible Shares to be counted
as present thereat for the purpose of establishing a quorum and (b) vote (or cause to be voted) all
Vote Eligible Shares: (i) in favor of the Merger, the Merger Agreement and the transactions
contemplated by the Merger Agreement if a vote, consent or other approval (including by written
consent) with respect to any of the foregoing is sought and (ii) against any (x) merger agreement
or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of
substantial assets, reorganization, recapitalization,



 









 







dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal
or (y) amendment of the Company’s certificate of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which amendment or other proposal or
transaction would in any manner reasonably be expected to impede, delay, frustrate, prevent or
nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the
Merger Agreement or result in a breach in any material respect of any representation, warranty,
covenant or agreement of the Company under the Merger Agreement or change in any manner the voting
rights of any class of the Common Stock. “Vote Eligible Shares” means all Shares held of
record by the Principal Stockholder and all other Shares which the Principal Stockholder has the
power to vote at any meeting of the stockholders of the Company or in connection with any written
consent of Stockholders.



          Section 1.2 Acknowledgment. The Principal Stockholder hereby acknowledges receipt and
review of a copy of the Merger Agreement.



ARTICLE II.

REPRESENTATIONS AND WARRANTIES

OF THE PRINCIPAL STOCKHOLDER




          The Principal Stockholder hereby represents and warrants to Parent as follows:



          Section 2.1 Authority Relative To This Agreement. The Principal Stockholder has all
necessary power and authority to execute and deliver this Agreement, to perform his obligations
hereunder and to consummate the transactions to be consummated by him as contemplated hereby. This
Agreement has been duly and validly executed and delivered by the Principal Stockholder and,
assuming the due authorization, execution and delivery by the other parties hereto, constitutes a
legal, valid and binding obligation of the Principal Stockholder, enforceable against the Principal
Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors rights generally and by general
equitable principles (regardless of whether such enforceability is considered in a proceeding in
equity or at Law).



          Section 2.2 No Conflict.



          (a) The execution and delivery of this Agreement by the Principal Stockholder do not, and the
performance of his obligations under this Agreement and the consummation of the transactions to be
consummated by him as contemplated hereby shall not, (i) conflict with or violate any Law
applicable to the Principal Stockholder or by which the Shares are bound or affected or (ii) result
in any breach of or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, or result in the creation of a lien or encumbrance on, any of the Shares
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which the Principal Stockholder is a party or by
which the Principal Stockholder or the Shares are bound or affected.



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          (b) The execution and delivery of this Agreement by the Principal Stockholder do not, and the
performance of his obligations under this Agreement shall not, require any consent, approval,
authorization or permit of, or filing with or notification to, any court or arbitrator or any
governmental entity, agency or official except for applicable requirements, if any, of the
Securities Exchange Act of 1934, as amended, and except where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications, would not prevent
or delay the performance by the Principal Stockholder of his obligations under this Agreement.



          Section 2.3 Ownership Of Shares. As of the date hereof, the Principal Stockholder is
the record and beneficial owner of the Shares set forth opposite the Principal Stockholder’s name
on Schedule A hereto, free and clear of all pledges, liens, proxies, claims, charges,
security interests, preemptive rights, voting trusts, voting agreements, options, rights of first
offer or refusal and any other encumbrances or arrangements whatsoever with respect to the
ownership, transfer or other voting of the Shares (collectively, “Liens”). There are no
outstanding options, warrants or rights to purchase or acquire, or agreements or arrangements
relating to the voting of, any Shares and the Principal Stockholder has the sole authority to
direct the voting of the Shares in accordance with the provisions of this Agreement and the sole
power of disposition with respect to the Shares, with no restrictions, subject to applicable
federal securities laws on his rights of disposition pertaining thereto (other than Liens or
restrictions created by this Agreement and the Contribution and Subscription Agreement, dated as of
July 28, 2005, by and among the Principal Stockholder and Parent (the “Contribution
Agreement”)). As of the date hereof, the Principal Stockholder does not own beneficially or of
record any equity securities of the Company other than the Shares set forth opposite the Principal
Stockholder’s name on Schedule A hereto. The Principal Stockholder has not appointed or
granted any proxy which is still in effect with respect to any Shares.



          Section 2.4 No Finder’s Fee. No broker, investment banker, financial advisor or other
person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or
commission in connection with the transactions contemplated hereby based upon arrangements made by
or on behalf of the Principal Stockholder.



          Section 2.5 Reliance By Parent and Merger Co. The Principal Stockholder understands
and acknowledges that Parent and Merger Co are entering into the Merger Agreement in reliance upon
the Principal Stockholder’s execution and delivery of this Agreement. The Principal Stockholder is
an “accredited investor” (as defined under the Securities Act of 1933, as amended) and a
sophisticated investor, is capable of evaluating the merits and risks of his investments and has
the capacity to protect his own interests.



ARTICLE III.

COVENANTS OF THE PRINCIPAL STOCKHOLDER




          Section 3.1 No Inconsistent Agreement. The Principal Stockholder hereby covenants and
agrees that the Principal Stockholder (a) has not entered into and shall not enter into any
agreement that would restrict, limit or interfere with the performance of the Principal
Stockholder’s obligations hereunder or under the Contribution Agreement and (b) shall not knowingly
take any action that would reasonably be expected to make any of his representations



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or warranties contained herein or in the Contribution Agreement untrue or incorrect or have
the effect of preventing or disabling him from performing his obligations under this Agreement or
the Contribution Agreement.



          Section 3.2 No Transfer. Other than pursuant to the terms of this Agreement, the
Merger Agreement or the Contribution Agreement, without the prior written consent of Parent or as
otherwise provided in this Agreement, during the term of this Agreement, the Principal Stockholder
hereby agrees to not, directly or indirectly, (a) grant any proxies or enter into any voting trust
or other agreement or arrangement with respect to the voting of any Shares or (b) sell, assign,
transfer, encumber or otherwise dispose of (including by merger, consolidation or otherwise by
operation of Law), or enter into any contract, option or other arrangement or understanding with
respect to the direct or indirect assignment, transfer, encumbrance or other disposition of
(including by merger, consolidation or otherwise by operation of Law), any Shares. The Principal
Stockholder agrees, while this Agreement is in effect, to promptly notify Parent of the number of
any Shares acquired by the Principal Stockholder, if any, after the date hereof.



          Section 3.3 No Solicitation. (a) The Principal Stockholder hereby acknowledges that
he is aware of the covenants of the Company contained in Section 6.04 of the Merger Agreement and
hereby agrees that he shall, and shall cause his representatives to, immediately cease any
discussions or negotiations with any parties that may be ongoing with respect to an Acquisition
Proposal and request the prompt return or destruction of all confidential information previously
furnished to such parties or their representatives. The Principal Stockholder hereby further
agrees that he shall not, nor shall he permit any of his representatives to, directly or
indirectly, (i) solicit, initiate, facilitate or knowingly encourage (including by way of
furnishing non-public information or providing access to the Company’s or the Principal
Stockholder’s properties, books, records or personnel, as applicable) any inquiries regarding, or
the making of any proposal or offer that constitutes, or could reasonably be expected to lead to,
an Acquisition Proposal or (ii) have any discussions or participate in any negotiations regarding
an Acquisition Proposal, or otherwise facilitate any efforts or attempt to implement an Acquisition
Proposal or execute or enter into any agreement, understanding or arrangement with respect to an
Acquisition Proposal, except, in each case, to the extent that the Company is permitted to engage
in such solicitation, initiation, facilitation, discussion or negotiation pursuant to Section 6.04
of the Merger Agreement; provided, that, to the extent that the Company informs the Principal
Stockholder that the Board of Directors of the Company has determined that the Company is entitled
to engage in any such solicitation, initiation, facilitation, discussion or negotiation pursuant to
Section 6.04 of the Merger Agreement, the Principal Stockholder may conclusively rely on such
determination and shall not be held liable for breach under this Agreement if such determination is
later determined to be incorrect or inconsistent with the terms of this Agreement. The Principal
Stockholder shall promptly advise Parent orally and in writing of the receipt by the Principal
Stockholder or any of his representatives of any Acquisition Proposal or any inquiry with respect
to, or that could reasonably be expected to lead to, any Acquisition Proposal (in each case within
24 hours of receipt thereof), specifying the material terms and conditions thereof and the identity
of the party making such Acquisition Proposal or inquiry, and shall provide to Parent (within such
24 hour time frame), a copy of all written materials provided to or by the Principal Stockholder in
connection with such Acquisition Proposal or inquiry. The Principal Stockholder shall keep Parent
fully informed on a current basis of the status of any



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such Acquisition Proposal or inquiry and shall promptly notify Parent (as promptly as
practicable and in any event within 24 hours) orally and in writing of any modifications to the
financial or other material terms of such Acquisition Proposal or inquiry and shall provide to
Parent, within such 24 hour timeframe, a copy of all written materials subsequently provided to or
by the Principal Stockholder in connection with any such Acquisition Proposal or inquiry.



          (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the
Principal Stockholder from fulfilling his obligations as the chief executive officer and as a
director of the Company with respect to taking, as a representative of the Company, any action
which is expressly permitted to be taken by the Company pursuant to Section 6.04 of the Merger
Agreement or from entering into negotiations and discussions regarding the Shares with respect to
any Acquisition Proposal at any time that the Company is permitted to engage in negotiations or
discussions with respect thereto under such Section 6.04.



          Section 3.4 Waiver Of Appraisal Rights. The Principal Stockholder hereby irrevocably
and unconditionally waives, and agrees to prevent the exercise of, any rights of appraisal, any
dissenters’ rights and any similar rights relating to the Merger or any related transaction that
the Principal Stockholder may directly or indirectly have by virtue of the ownership of any Shares.



ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY




          The Company hereby represents and warrants to the Principal Stockholder and Parent that the
Company has all necessary power and authority to execute and deliver this Agreement and this
Agreement has been duly authorized, executed and delivered by the Company and, assuming the due
authorization, execution and delivery by the other parties hereto, is a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’
rights generally and by general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at Law). Assuming the accuracy of Parent’s representations
and warranties in Section 4.10 of the Merger Agreement, the Board of Directors of the Company has
taken all necessary action to ensure that the restrictions on business combinations contained in
Section 203 of the General Corporation Law of the State of Delaware will not apply to this
Agreement or the transactions contemplated by this Agreement. The execution and delivery of this
Agreement by the Company do not, and the consummation by the Company of the transactions
contemplated hereby and compliance by the Company with the terms hereof will not, conflict with, or
result in any violation or default of (with or without notice or lapse of time or both), any
provision of, the certificate of incorporation or by-laws of the Company, any trust agreement, loan
or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, license, or Law applicable to the Company or to the Company’s property or
assets.



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ARTICLE V.

MISCELLANEOUS




          Section 5.1 Termination. This Agreement and all of its provisions shall terminate
upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in
accordance with its terms, and (c) written notice of termination of this Agreement by Parent to the
Principal Stockholder (such date of termination, the “Termination Date”). Nothing in this
Section 5.1 shall be deemed to release any party from any liability for any breach by such party of
the terms and provisions of this Agreement.



          Section 5.2 Amendment Of Merger Agreement. The obligations of the Principal
Stockholder under this Agreement shall terminate if the Merger Agreement is amended or otherwise
modified after the date hereof without the prior written consent of the Principal Stockholder in a
manner that reduces or changes the form of Merger Consideration or adversely affects the rights of
the Principal Stockholder.



          Section 5.3 Fees And Expenses. Except as otherwise provided herein or as set forth in
the Merger Agreement, all costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such costs and expenses.



          Section 5.4 Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (a) on the date of delivery if delivered
personally, (b) on the first business day following the date of dispatch if delivered by a
nationally recognized next-day courier service, (c) on the fifth business day following the date of
mailing if delivered by registered or certified mail (postage prepaid, return receipt requested) or
(d) if sent by facsimile transmission, when transmitted and receipt is confirmed. All notices
hereunder shall be delivered to the respective parties at the following addresses (or at such other
address for a party as shall be specified in a notice given in accordance with this Section 5.4):




if to Parent or Merger Co:




Sunshine Acquisition Corp.

c/o The Carlyle Group

101 South Tryon Street, 25th Floor

Charlotte, NC 28280

Attention: Claudius E. Watts IV

Facsimile: (704) 632-0299




with a copy to:




Latham & Watkins LLP

555 Eleventh Street, N.W.

Tenth Floor

Washington, D.C. 20004

Attention: Daniel T. Lennon

Facsimile: (202) 637-2201



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if to the Company:




SS&C Technologies, Inc.

80 Lamberton Road

Windsor, CT 06095

Attention: Stephen V.R. Whitman

Facsimile: (860) 298-4969




with a copy to each of:




Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, MA 02109

Attention: John A. Burgess

Facsimile: (617) 526-5000




and




Morris, Nichols, Arsht & Tunnell

1201 North Market Street

P.O. Box 2037

Wilmington, DE 19899

Attention: Frederick H. Alexander

Facsimile: (302) 658-3989




if to the Principal Stockholder




William C. Stone

12 Deer Ridge Rd.

Avon, CT 06001

Facsimile: (860) 677-8837





with a copy to:




Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

Attention: Louis J. Bevilacqua

Facsimile: (212) 504-6666



          Section 5.5 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated hereby 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 hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely as



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possible in a mutually acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.



          Section 5.6 Entire Agreement; Assignment. This Agreement, the Merger Agreement and
the Contribution Agreement constitute the entire agreement among the parties hereto with respect to
the subject matter hereof and thereof and supersede all prior agreements and undertakings, both
written and oral, among the parties hereto, or any of them, with respect to the subject matter
hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by
operation of Law or otherwise), except that Parent or Merger Co may assign all or any of their
rights and obligations hereunder to an Affiliate, provided, however, that no such
assignment shall relieve the assigning party of its obligations hereunder if such assignee does not
perform such obligations.



          Section 5.7 Amendment. This Agreement may be amended by the parties hereto by action
taken by or on behalf of the respective Boards of Directors of the parties (in the case of the
Company, Parent and Merger Co) and the Principal Stockholder at any time prior to the Effective
Time. This Agreement may not be amended except by an instrument in writing signed by each of the
parties hereto.



          Section 5.8 Waiver. At any time prior to the Effective Time, any party hereto may (a)
extend the time for the performance of any obligation or other act of any other party hereto, (b)
waive any inaccuracy in the representations and warranties of any other party contained herein or
in any document delivered pursuant hereto and (c) waive compliance with any agreement of any other
party or any condition to its own obligations contained herein. Any such extension or waiver shall
be valid if set forth in an instrument in writing signed by the party or parties to be bound
thereby. The failure of any party to assert any of its rights under this Agreement or otherwise
shall not constitute a waiver of those rights.



          Section 5.9 Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.



          Section 5.10 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without giving effect to the choice of law
principles therein).



          Section 5.11 Specific Performance; Submission To Jurisdiction. The parties agree that
irreparable damage would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court
of Chancery or other courts of the State of Delaware, this being in addition to any other remedy to
which such party is entitled at Law or in equity. In addition, each of the parties hereto (a)
consents to submit itself to the personal jurisdiction of the Court of Chancery or other courts of
the State of Delaware in the event any dispute arises out of this Agreement or any of the
transactions contemplated by this Agreement or any of the transactions



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contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from such court, (c) agrees that it will
not bring any action relating to this Agreement or any of the transactions contemplated by this
Agreement in any court other than the Court of Chancery or other courts of the State of Delaware
and (d) to the fullest extent permitted by Law, consents to service being made through the notice
procedures set forth in Section 5.4. Each party hereto hereby agrees that, to the fullest extent
permitted by Law, service of any process, summons, notice or document by U.S. registered mail to
the respective addresses set forth in Section 5.4 shall be effective service of process for any
suit or proceeding in connection with this Agreement or the transactions contemplated hereby.



          Section 5.12 Waiver of Jury Trial. Each of the parties hereto hereby waives to the
fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to
any litigation directly or indirectly arising out of, under or in connection with this Agreement.
Each of the parties hereto (a) certifies that no representative, agent or attorney of any other
party has represented, expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other
parties hereto have been induced to enter into this Agreement by, among other things, the mutual
waivers and certifications in this Section 5.12.



          Section 5.13 Headings. The descriptive headings contained in this Agreement are
included for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.



          Section 5.14 Counterparts. This Agreement may be executed and delivered (including by
facsimile or other electronic transmission) in one or more counterparts, and by the different
parties hereto 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 5.15 Further Assurances.



          From time to time, at the request of another party and without further consideration, each
party hereto shall take such reasonable further action as may reasonably be necessary or desirable
to consummate and make effective the transactions contemplated by this Agreement.



[SIGNATURE PAGE FOLLOWS]




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          IN WITNESS WHEREOF, the Principal Stockholder, the Company, Parent and Merger Co have caused
this Agreement to be duly executed on the date hereof.



	 	 	 	 	 
	 	Sunshine Acquisition Corporation

 	 
	 	By:  	/s/Claudius E. Watts IV
 	 
	 	 	Name:  Claudius E. Watts IV	 
	 	 	Title:  President	 	 
	 



	 	 	 	 	 
	 	Sunshine Merger Corporation

 	 
	 	By:  	/s/Claudius E. Watts IV
 	 
	 	 	Name:  Claudius E. Watts IV	 	 
	 	 	Title:  President	 	 
	 



	 	 	 	 	 
	 	SS&C TECHNOLOGIES, INC.

 	 
	 	By:  	/s/Patrick J. Pedonti
 	 
	 	 	Name:
Title:  	Patrick J. Pedonti

Senior Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/William C. Stone	 
	 	 	William C. Stone 	 
	 	 	 	 
	 




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