EX-10.4






Unisys Corporation

Common Stock




Registration Rights Agreement




July 31, 2009




Goldman, Sachs & Co.


Banc of America Securities LLC


Deutsche Bank Securities Inc.




c/o Goldman, Sachs & Co.


85 Broad Street


New York, New York 10004



Ladies and Gentlemen:



Unisys Corporation, a Delaware corporation (the “Company”), in connection with its offers to
exchange (the “Exchange Offers”) certain of its existing senior notes for a combination of new
senior secured notes, shares of common stock, par value $.01 per share, of the Company (“Common
Stock”) and cash, as further described in the confidential offering circular and consent
solicitation statement, dated as of June 30, 2009, relating to the Exchange Offers, hereby agrees
with each of Goldman, Sachs & Co., Banc of America Securities LLC and Deutsche Bank Securities Inc.
(the “Dealer Managers”), for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein), as follows:



1. Certain Definitions. For purposes of this Registration Rights Agreement (this
“Agreement”), the following terms shall have the following respective meanings:




The term “broker-dealer” shall mean any broker or dealer registered with the Commission
under the Exchange Act.




“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by law, regulation
or executive order to remain closed.




“Closing Date” shall mean the date on which the Securities are initially issued.




“Commission” shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act, whichever is
the relevant statute for the particular purpose.




“Dealer Managers Agreement” shall mean the Dealer Managers Agreement, dated as of June 30,
2009, among the Company, the subsidiary guarantors party thereto and the Dealer Managers,
relating to the Exchange Offers and the Securities.




“EDGAR System” means the EDGAR filing system of the Commission (or any successor system) and the
rules and regulations pertaining thereto promulgated by the Commission inRegulation S-T
under the Securities Act and the Exchange Act, in each case as the same may be amended or
succeeded from time to time (and without regard to format).




“Effective Time” shall mean the time and date as of which the Commission declares the Shelf
Registration Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.




“Electing Holder” shall mean any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii)
or Section 3(a)(iii) and the instructions set forth in the Notice and Questionnaire.




“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.




The term “holder” shall mean each person who acquires Securities from time to time
(including any successors or assigns), in each case for so long as such person owns any
Securities.




“Notice and Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto.




The term “person” shall mean a corporation, limited liability company, association,
partnership, organization, business, individual, government or political subdivision thereof or
governmental agency.




“Per Share Price” means $1.5554 per share of Common Stock (as appropriately adjusted for
any stock split, reverse stock-split, stock dividend or other share recapitalization
transaction).




“Registrable Securities” shall mean the Securities; provided, however, that a Security
shall cease to be a Registrable Security upon the earliest to occur of the following: (i) in the
circumstances contemplated by Section 2(b), a Shelf Registration Statement registering such
Security under the Securities Act has been declared or becomes effective and such Security has
been sold or otherwise transferred by the holder thereof pursuant to and in a manner
contemplated by such effective Shelf Registration Statement; (ii) subject to Section 7(b), such
Security is actually sold by the holder thereof pursuant to Rule 144 under circumstances in
which any legend borne by such Security relating to restrictions on transferability thereof,
under the Securities Act or otherwise, is removed by the Company; or (iii) such Security shall
cease to be outstanding.




“Registration Failure” shall have the meaning assigned thereto in Section 2(c).




“Registration Failure Period” shall have the meaning assigned thereto in Section 2(c).




“Registration Expenses” shall have the meaning assigned thereto in Section 4.




“Rule 144,” “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” shall mean, in
each case, such rule promulgated by the Commission under the Securities Act (or any successor
provision), as the same may be amended or succeeded from time to time.




“Securities” shall mean, collectively, the 52,421,654 million shares of Common Stock issued
upon the settlement of the Exchange Offers.




“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be amended or succeeded
from time to time.




“Shelf Registration” shall have the meaning assigned thereto in Section 2(b).




“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b).




“Special Dividends” shall have the meaning assigned thereto in Section 2(c).




“Special Dividend Payment Date” shall have the meaning assigned thereto in Section 2(c).




“Suspension Period” shall have the meaning assigned thereto in Section 2(b).



Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision.



2. Registration Under the Securities Act.




(a) [Intentionally omitted]




(b) The Company shall use commercially reasonable efforts to file under the Securities Act
as soon as practicable after the Closing Date, a “shelf” registration statement providing for
the registration of, and the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf
Registration Statement”). The Company agrees to use commercially reasonable efforts to cause
the Shelf Registration Statement to become or be declared effective as promptly as practicable
but in any event no later than 180 days after the Closing Date; provided, that if at any time
the Company is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is
eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the
Company shall file the Shelf Registration Statement in the form of an automatic shelf
registration statement as provided in General Instruction I.D. to Form S-3; provided, further
that upon written notice to all holders of Registrable Securities, the Company may postpone any
efforts to have the Shelf Registration Statement declared effective for a reasonable period not
to exceed 90 days if the Company possesses material non-public information the disclosure of
which would have a material adverse effect on the Company and its subsidiaries, taken as a
whole. After the Effective Time, the Company agrees to use commercially reasonable efforts to
keep such Shelf Registration Statement continuously effective for a period ending on the
earliest of (i) the sale of all outstanding Registrable Securities registered under the Shelf
Registration Statement, (ii) the time all Registrable Securities are sold by the holders thereof
pursuant to Rule 144 or (iii) the second anniversary of the Effective Time. No holder shall be
entitled to be named as a selling securityholder in the Shelf Registration Statement or to use
the prospectus forming a part thereof for resales of Registrable Securities unless such holder
is an Electing Holder and no distribution of Registrable Securities pursuant to such Shelf
Registration Statement shall take the form of an underwritten offering without the Company’s
prior written consent. The Company agrees, after the Effective Time of the Shelf Registration
Statement and promptly upon the request of any holder of Registrable Securities that is not then
an Electing Holder, to use commercially reasonable efforts to enable such holder to use the
prospectus forming a part thereof for resales of Registrable Securities, including, without
limitation, any commercially reasonable action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement (whether by post-effective amendment thereto
or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying
such holder); provided, however, that nothing in this sentence shall relieve any such holder of
the obligation to return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(a)(iii). Notwithstanding anything to the contrary in this
Section 2(b), upon notice to the Electing Holders (which notice need not specify the nature of
the event giving rise to such suspension), the Company may suspend the use or the effectiveness
of such Shelf Registration Statement, for up to 45 days (whether or not consecutive) in the
aggregate in any 90-day period and up to 90 days (whether or not consecutive) in the aggregate
in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company
determines that pending corporate developments, public filings with the Commission or other
events constitute a valid business purpose for suspension of the Shelf Registration Statement;
provided that the Company shall promptly notify the Electing Holders when the Shelf Registration
Statement may once again be used or is effective.




(c) In the event that (i) the Shelf Registration Statement has not become effective or been
declared effective by the Commission on or before the 180th day after the Closing Date, and
notwithstanding any postponement of the Company’s obligations pursuant to the second proviso of
the second sentence of Section 2(b) or (ii) any Shelf Registration Statement required by
Section 2(b) is filed and declared effective but shall thereafter either be withdrawn by the
Company or shall become subject to an effective stop order issued pursuant to Section 7(d) of
the Securities Act suspending the effectiveness of such registration statement or the Company
shall otherwise prevent holders of Registrable Securities from making sales under the Shelf
Registration Statement (other than pursuant to a Suspension Period in accordance with the last
sentence of Section 2(b)) without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in clauses (i) or (ii), a
“Registration Failure” and each period during which a Registration Failure has occurred and is
continuing, a “Registration Failure Period”), then, as liquidated damages for such Registration
Failure, subject to the provisions of Section 8(b), the Company will make pro rata payments to
each holder of Registrable Securities, as liquidated damages and not as a penalty (“Special
Dividends”), in an amount equal to .25% of the aggregate value of the shares of Registrable
Securities (based on the Per Share Price) held by such holder, for each 30-calendar day period
(or pro rata portion thereof) following a Registration Failure until such failure is cured;
provided, that the maximum aggregate amount of Special Dividends payable to all holders of
Registrable Securities shall not exceed .50% of the aggregate value of all shares of Registrable
Securities issued on the Closing Date (based on the Per Share Price). Special Dividends shall
be paid to record holders of Registrable Securities on the third Business Day after the one
month anniversary of each Registration Failure (the “Special Dividend Payment Date”) to each
record holder that holds Registrable Securities on the Special Dividend Payment Date.




(d) The Company shall take such commercially reasonable actions necessary or advisable to
be taken by it to ensure that the transactions contemplated herein are effected as so
contemplated.




(e) Any reference herein to a registration statement or prospectus as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated, therein by reference
as of such time; and any reference herein to any post-effective amendment to a registration
statement or to any prospectus supplement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such time.




(f) The Company shall use commercially reasonable efforts to cause the Registrable
Securities to be listed on the New York Stock Exchange. If the Common Stock is not listed on
the New York Stock Exchange, the Company shall use commercially reasonable efforts to cause the
Registrable Securities to be listed or quoted on whichever market or exchange its Common Stock
is then primarily traded, upon effectiveness of the Shelf Registration Statement.



3. Registration Procedures.




(a) In connection with the Company’s obligations with respect to the Shelf Registration
Statement, the Company shall:




(i) prepare and file with the Commission, within the time periods specified in
Section 2(b), a Shelf Registration Statement on any form which may be utilized by the
Company and which shall register all of the Registrable Securities for resale by the
holders thereof in accordance with such method or methods of disposition as may be
specified by the holders of Registrable Securities as, from time to time, may be
Electing Holders and use commercially reasonable efforts to cause such Shelf
Registration Statement to become effective within the time periods specified in
Section 2(b);




(ii) mail the Notice and Questionnaire to the holders of Registrable Securities (A)
not less than 30 days prior to the anticipated Effective Time of the Shelf Registration
Statement or (B) in the case of an “automatic shelf registration statement” (as defined
in Rule 405), mail the Notice and Questionnaire to the holders of Registrable Securities
not later than 15 days prior to the Effective Time of such Shelf Registration Statement,
and in any such case no holder shall be entitled to be named as a selling securityholder
in the Shelf Registration Statement, and no holder shall be entitled to use the
prospectus forming a part thereof for resales of Registrable Securities at any time,
unless and until such holder has returned a completed and signed Notice and
Questionnaire to the Company on or before the fifth Business Day before the date the
shelf registration becomes effective; if such holder returns a completed and signed
Notice and Questionnaire to the Company after the fifth Business Day, the Company shall,
within 30 days after its receipt of the completed and signed Notice and Questionnaire
(subject to any applicable Suspension Period), file a supplement to the prospectus
relating to the Shelf Registration Statement, or, if required, file a post-effective
amendment or a new Shelf Registration Statement in order to permit resales of such
holders’ Registrable Securities; provided, that if the Company receives the Notice and
Questionnaire during a Suspension Period, or if the Company initiates a Suspension
Period within 30 days after it receives the Notice and Questionnaire, then it will make
the filing within 30 days after the end of the Suspension Period.




(iii) after the Effective Time of the Shelf Registration Statement, upon the
written request of any holder of Registrable Securities that is not then an Electing
Holder, promptly send a Notice and Questionnaire to such holder; provided that the
Company shall not be required to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such holder to use the
prospectus forming a part thereof for resales of Registrable Securities unless and until
such holder has returned a completed and signed Notice and Questionnaire to the Company;




(iv) as promptly as practicable prepare and file with the Commission such
amendments and supplements to such Shelf Registration Statement and the prospectus
included therein as may be necessary to effect and maintain the effectiveness of such
Shelf Registration Statement for the period specified in Section 2(b) and as may be
required by the applicable rules and regulations of the Commission and the instructions
applicable to the form of such Shelf Registration Statement, and furnish to the Electing
Holders copies of any such supplement or amendment simultaneously with or prior to its
being used or filed with the Commission to the extent such documents are not publicly
available on the EDGAR System;




(v) comply with any provisions of the Securities Act applicable to the Company with
respect to the disposition of all of the Registrable Securities covered by such Shelf
Registration Statement in accordance with the intended methods of disposition by the
Electing Holders provided for in such Shelf Registration Statement;




(vi) provide the Electing Holders and not more than one counsel for all the
Electing Holders the reasonable opportunity to participate in the preparation of such
Shelf Registration Statement, each prospectus included therein or filed with the
Commission and each amendment or supplement thereto;




(vii) for a reasonable period prior to the filing of such Shelf Registration
Statement, and throughout the period specified in Section 2(b), make available at
reasonable times at the Company’s principal place of business or such other reasonable
place for inspection by the persons referred to in Section 3(a)(vi) who shall certify to
the Company that they have a current intention to sell the Registrable Securities
pursuant to the Shelf Registration such financial and other information and books and
records of the Company, and cause the officers, employees, counsel and independent
certified public accountants of the Company to respond to such inquiries during normal
business hours, as shall be reasonably necessary (and in the case of counsel, not
violate an attorney-client privilege, in such counsel’s reasonable belief), in the
judgment of the respective counsel referred to in Section 3(a)(vi), to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act;
provided, however, that the foregoing inspection and information gathering on behalf of
the Electing Holders shall be conducted by one counsel designated by the holders of at
least a majority of the shares of Registrable Securities held by the Electing Holders at
the time outstanding and provided further that each such party shall be required to
maintain in confidence and not to disclose to any other person any information or
records reasonably designated by the Company as being confidential, until such time as
(A) such information becomes a matter of public record (whether by virtue of its
inclusion in such Shelf Registration Statement or otherwise), or (B) such person shall
be required so to disclose such information pursuant to a subpoena or order of any court
or other governmental agency or body having jurisdiction over the matter (subject to the
requirements of such order, and only after such person shall have given the Company
prompt prior written notice of such requirement), or (C) such information is required to
be set forth in such Shelf Registration Statement or the prospectus included therein or
in an amendment to such Shelf Registration Statement or an amendment or supplement to
such prospectus in order that such Shelf Registration Statement, prospectus, amendment
or supplement, as the case may be, complies with applicable requirements of the federal
securities laws and the rules and regulations of the Commission and does not contain an
untrue statement of a material fact or omit to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;




(viii) promptly notify each of the Electing Holders and confirm such advice in
writing, (A) when such Shelf Registration Statement or the prospectus included therein
or any prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such Shelf Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any comments by the Commission and by the
blue sky or securities commissioner or regulator of any state with respect thereto or
any request by the Commission for amendments or supplements to such Shelf Registration
Statement or prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such Shelf Registration
Statement or the initiation or threatening of any proceedings for that purpose, (D) of
the receipt by the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (E) the occurrence of any
event that causes the Company to become an “ineligible issuer” as defined in Rule 405,
or (F) (i) if at any time when a prospectus is required to be delivered under the
Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment
or supplement or post-effective amendment (including any document or filing incorporated
by reference therein) does not conform in all material respects to the applicable
requirements of the Securities Act or contains an untrue statement of a material fact or
omits to state any material fact necessary in order to make the statements therein not
misleading in light of the circumstances then existing;




(ix) use commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Shelf Registration Statement or any post-effective
amendment thereto at the earliest practicable date;




(x) if requested by any Electing Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the applicable
rules and regulations of the Commission and as such Electing Holder reasonably specifies
should be included therein relating to the terms of the sale of such Registrable
Securities, including information with respect to the number of shares of Registrable
Securities being sold by such Electing Holder, the name and description of such Electing
Holder, the offering price of such Registrable Securities and any discount, commission
or other compensation payable in respect thereof and with respect to any other material
terms of the offering of the Registrable Securities to be sold by such Electing Holder;
and make all required filings of such prospectus supplement or post-effective amendment
promptly after notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment;




(xi) furnish to each Electing Holder and the counsel referred to in Section
3(a)(vi) an executed copy (or a conformed copy) of such Shelf Registration Statement,
each such amendment and supplement thereto (in each case including all exhibits thereto
(in the case of an Electing Holder of Registrable Securities, upon request) and
documents incorporated by reference therein) and such number of copies of such Shelf
Registration Statement (excluding exhibits thereto and documents incorporated by
reference therein unless specifically so requested by such Electing Holder) and of the
prospectus included in such Shelf Registration Statement (including each preliminary
prospectus and any summary prospectus), in conformity in all material respects with the
applicable requirements of the Securities Act to the extent such documents are not
available through the EDGAR System, and such other documents, as such Electing Holder
may reasonably request in order to facilitate the offering and disposition of the
Registrable Securities owned by such Electing Holder and to permit such Electing Holder
to satisfy the prospectus delivery requirements of the Securities Act; and subject to
Section 3(b), the Company hereby consents to the use of such prospectus (including such
preliminary and summary prospectus) and any amendment or supplement thereto by each such
Electing Holder (subject to any applicable Suspension Period), in each case in the form
most recently provided to such person by the Company, in connection with the offering
and sale of the Registrable Securities covered by the prospectus (including such
preliminary and summary prospectus) or any supplement or amendment thereto;




(xii) use commercially reasonable efforts to (A) register or qualify or cooperate
with the Electing Holders and their respective counsel to register or qualify the
Registrable Securities to be included in such Shelf Registration Statement under such
securities laws or blue sky laws of such jurisdictions within the United States as any
Electing Holder shall reasonably request, (B) keep such registrations or qualifications
in effect and comply with such laws so as to permit the continuance of offers, sales and
dealings therein in such jurisdictions during the period the Shelf Registration
Statement is required to remain effective under Section 2(b) and for so long as may be
necessary to enable any such Electing Holder to complete its distribution of Registrable
Securities pursuant to such Shelf Registration Statement and (C) take any and all other
actions as may be reasonably necessary or advisable to enable each such Electing Holder
to consummate the disposition in such jurisdictions of such Registrable Securities;
provided, however, that the Company shall not be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise
be required to qualify but for the requirements of this Section 3(a)(xii), (2) consent
to general service of process in any such jurisdiction or become subject to taxation in
any such jurisdiction or (3) make any changes to its certificate of incorporation or
by-laws or other governing documents or any agreement between it and its stockholders;




(xiii) unless any Registrable Securities shall be in book-entry only form, use
commercially reasonable efforts to cooperate with the Electing Holders to facilitate the
timely preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to the Shelf Registration Statement, which certificates, if so required
by any securities exchange upon which any Registrable Securities are listed, shall be
printed, penned, lithographed, engraved or otherwise produced by any combination of such
methods, on steel engraved borders, and which certificates shall not bear any
restrictive legends;




(xiv) [Intentionally omitted.]




(xv) notify in writing each holder of Registrable Securities of any proposal by the
Company to amend or waive any provision of this Agreement pursuant to Section 8(i) and
of any amendment or waiver effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case may be;
and




(xvi) comply with all applicable rules and regulations of the Commission, and make
generally available to its securityholders no later than 18 months after the Effective
Time of such Shelf Registration Statement an “earning statement” of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act (including, at the
option of the Company, Rule 158 thereunder).




(b) In the event that the Company would be required, pursuant to Section 3(a)(viii)(F), to
notify the Electing Holders, the Company shall promptly prepare and furnish to each of the
Electing Holders a reasonable number of copies of a prospectus supplemented or amended so that,
as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform
in all material respects to the applicable requirements of the Securities Act and shall not
contain an untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein not misleading in light of the circumstances then existing.
Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to
Section 3(a)(viii)(F), such Electing Holder shall forthwith discontinue the disposition of
Registrable Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of such amended or
supplemented prospectus, and if so directed by the Company, such Electing Holder shall deliver
to the Company (at the Company’s expense) all copies, other than permanent file copies, of the
prospectus covering such Registrable Securities in such Electing Holder’s possession at the time
of receipt of such notice.




(c) In the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice and Questionnaire, the Company may require such
Electing Holder to furnish to the Company such additional information regarding such Electing
Holder and such Electing Holder’s intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing Holder agrees to
notify the Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such Electing Holder to the Company or of the occurrence of any event in
either case as a result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding such Electing Holder or such
Electing Holder’s intended method of disposition of such Registrable Securities or omits to
state any material fact regarding such Electing Holder or such Electing Holder’s intended method
of disposition of such Registrable Securities necessary in order to make the statements therein
not misleading in light of the circumstances then existing, and promptly to furnish to the
Company any additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect to such Electing
Holder or the disposition of such Registrable Securities, an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein not
misleading in light of the circumstances then existing.




(d) Until the expiration of two years after the Closing Date, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the
Securities that have been reacquired by any of them except pursuant to an effective registration
statement, or a valid exemption from the registration requirements, under the Securities Act.



4. Registration Expenses.



The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to
the Company’s performance of or compliance with this Agreement, including (a) all Commission and
any FINRA registration, filing and review fees and expenses including reasonable fees and
disbursements of counsel for the Eligible Holders in connection with such registration, filing and
review, (b) all fees and expenses in connection with the qualification of the Registrable
Securities, as applicable, for offering and sale under the state securities and blue sky laws
referred to in Section 3(a)(xii) and determination of their eligibility for investment under the
laws of such jurisdictions within the United States as the Electing Holders may designate,
including any reasonable fees and disbursements of counsel for the Electing Holders in connection
with such qualification and determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement required to be filed
hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the Securities, as applicable,
for delivery and the expenses of printing or producing any selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering, sale or delivery of
Securities, as applicable, to be disposed of (including certificates representing the Securities,
as applicable), (d) messenger, telephone and delivery expenses relating to the offering, sale or
delivery of Securities, as applicable, and the preparation of documents referred in clause (c)
above, (e) fees and expenses of any transfer agent or custodian, (f) internal expenses (including
all salaries and expenses of the Company’s officers and employees performing legal or accounting
duties), (g) reasonable fees, disbursements and expenses of counsel and independent certified
public accountants of the Company, (h) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as selected by the
Electing Holders of at least a majority of the number of shares of Registrable Securities held by
Electing Holders (which counsel shall be reasonably satisfactory to the Company) and (i)  fees,
expenses and disbursements of any other persons, including special experts, retained by the Company
in connection with such registration (collectively, the “Registration Expenses”). To the extent
that any Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or Securities, as applicable, the Company shall reimburse such person for the full
amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor and supporting documentation. Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and commissions and underwriting
discounts and commissions, if any, and transfer taxes, if any, attributable to the sale of such
Registrable Securities and Securities, as applicable, and the fees and disbursements of any counsel
or other advisors or experts retained by such holders (severally or jointly), other than the
counsel and experts specifically referred to above.



5. Indemnification and Contribution.




(a) Indemnification by the Company. The Company will indemnify and hold harmless each of
the Electing Holders and each person, if any, who controls an Electing Holder within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person,
an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several,
to which such Indemnified Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in any Shelf Registration Statement, under which such Registrable Securities or
Securities were registered under the Securities Act, or any preliminary, final or summary
prospectus (including, without limitation, any “issuer free writing prospectus” as defined in
Rule 433) contained therein or furnished by the Company to any such Indemnified Person, or any
amendment or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each such Indemnified Person for any and
all legal or other expenses reasonably incurred by it in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable to any Indemnified Person in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such registration statement, or
preliminary, final or summary prospectus (including, without limitation, any “issuer free
writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Company by such Indemnified
Person expressly for use therein.




(b) Indemnification by the Electing Holders. The Company may require, as a condition to
including any Registrable Securities in any Shelf Registration Statement filed pursuant to
Section 2(b), that the Company shall have received an undertaking reasonably satisfactory to it
from each Electing Holder of Registrable Securities included in such Shelf Registration
Statement, severally and not jointly, to (i) indemnify and hold harmless the Company, all
Electing Holders of Registrable Securities included in such Shelf Registration Statement and any
person who controls the Company or any such Electing Holder within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act (each, a “Participant”) against any
losses, claims, damages or liabilities to which such Participant may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in such registration statement, or any preliminary, final
or summary prospectus (including, without limitation, any “issuer free writing prospectus” as
defined in Rule 433) contained therein, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Participant expressly for use therein, and
(ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company
and each such Participant in connection with investigating or defending any such action or claim
as such expenses are incurred; provided, however, that no such Electing Holder shall be required
to undertake liability to any person under this Section 5(b) for any amounts in excess of the
dollar amount of the proceeds to be received by such Electing Holder from the sale of such
Electing Holder’s Registrable Securities pursuant to such registration.




(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under
Section 5(a) or Section 5(b) above of written notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an indemnifying
party pursuant to the indemnification provisions of or contemplated by this Section 5, notify
such indemnifying party in writing of the commencement of such action; but the omission so to
notify the indemnifying party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or contemplated by
Section 5(a) or Section 5(b). In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party of its election so to assume the defense
thereof, such indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the prior written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to, or an admission
of, fault, culpability or a failure to act by or on behalf of any indemnified party.




(d) Contribution. If for any reason the indemnification provisions contemplated by Section
5(a) or Section 5(b) are unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by such indemnified
party, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation (even if the holders were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations referred to in
this Section 5(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 5(d), no Electing Holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds received by such
holder from the sale of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. 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. The holders’ obligations in this Section 5(d)
to contribute shall be several in proportion to the number of shares of Registrable Securities
registered by them and not joint.




(e) The obligations of the Company under this Section 5 shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, each Electing Holder and each
person, if any, who controls any of the foregoing within the meaning of the Securities Act; and
the obligations of the holders and the Electing Holders contemplated by this Section 5 shall be
in addition to any liability which the respective holder or Electing Holder may otherwise have
and shall extend, upon the same terms and conditions, to each officer and director of the
Company (including any person who, with his consent, is named in any registration statement as
about to become a director of the Company) and to each person, if any, who controls the Company
within the meaning of the Securities Act, as well as to each officer and director of the other
holders and to each person, if any, who controls such other holders within the meaning of the
Securities Act.



6. Underwritten Offerings.



Each holder of Registrable Securities hereby agrees with the Company and each other such
holder that no holder of Registrable Securities may participate in any underwritten offering
hereunder unless (a) the Company gives its prior written consent to such underwritten offering,
(b) the managing underwriter or underwriters thereof shall be designated by Electing Holders
holding at least a majority of the number of shares of Registrable Securities to be included in
such offering, provided that such designated managing underwriter or underwriters is or are
reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in
such underwritten offering agrees to sell such holder’s Registrable Securities on the basis
provided in any underwriting arrangements approved by the persons entitled to select the managing
underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating
in such underwritten offering completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of
such underwriting arrangements. The Company hereby agrees with each holder of Registrable
Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate
in good faith and execute all indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements, including using all commercially
reasonable efforts to procure customary legal opinions and auditor “comfort” letters. No discounts
or commissions payable to any such underwriter with respect to the sales of Registrable Securities
sold by any such holder thereof shall be included in, or deemed to be, the registration expenses
payable by the Company pursuant to Section 4.



Any underwritten sale pursuant to a Shelf Registration Statement pursuant to this Agreement
must be for a number of Registrable Securities which, based on the good faith determination of the
holders, will result in gross proceeds of at least $25 million; provided, that the Company may, in
its sole discretion, waive this requirement. In no event shall the Company be required to effect
more than three underwritten offerings.



7. Rule 144.




(a) Facilitation of Sales Pursuant to Rule 144. The Company covenants to the holders of
Registrable Securities that to the extent it shall be required to do so under the Exchange Act,
the Company shall timely file the reports required to be filed by it under the Exchange Act or
the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent required from time to
time to enable such holder to sell Registrable Securities without registration under the
Securities Act within the limitations of the exemption provided by Rule 144. Upon the request
of any holder of Registrable Securities in connection with that holder’s sale pursuant to
Rule 144, the Company shall deliver to such holder a written statement as to whether it has
complied with such requirements.




(b) Availability of Rule 144 Not Excuse for Obligations under Section 2. The fact that
holders of Registrable Securities may become eligible to sell such Registrable Securities
pursuant to Rule 144 shall not (i) cause such Securities to cease to be Registrable Securities
or (ii) excuse the Company’s obligations set forth in Section 2 of this Agreement, including
without limitation the obligations in respect of a Shelf Registration and Special Dividends.



8. Miscellaneous.




(a) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees
that it has not granted, and shall not grant, registration rights with respect to Registrable
Securities or Securities, as applicable, or any other securities which would be inconsistent
with the terms contained in this Agreement.




(b) Specific Performance. The parties hereto acknowledge that there would be no adequate
remedy at law if the Company fails to perform any of its obligations hereunder and that the
Dealer Managers and the holders from time to time of the Registrable Securities may be
irreparably harmed by any such failure, and accordingly agree that the Dealer Managers and such
holders, in addition to any other remedy to which they may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligations of the Company under this
Agreement in accordance with the terms and conditions of this Agreement, in any court of the
United States or any State thereof having jurisdiction. Time shall be of the essence in this
Agreement.




(c) Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by
hand, if delivered personally, by facsimile or by courier, or three days after being deposited
in the mail (registered or certified mail, postage prepaid, return receipt requested) as
follows: If to the Company, to it at Unisys Way, Blue Bell, Pennsylvania 19424, Attention:
General Counsel, and if to a holder, to the address of such holder set forth in the security
register or other records of the Company, or to such other address as the Company or any such
holder may have furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.




(d) Parties in Interest. All the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties hereto, the holders
from time to time of the Registrable Securities and the respective successors and assigns of the
foregoing. Subject to Section 8(e), in the event that any transferee of any holder of
Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift,
bequest, purchase, operation of law or otherwise, such transferee shall be deemed a beneficiary
hereof for all purposes and such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be
bound by all of the applicable terms and provisions of this Agreement.




(e) Assignment of Registration Rights. The rights of holders of Registrable Securities
pursuant to this Agreement may be assigned by a holder to a transferee or assignee of
Registrable Securities to which (i) there is transferred to such transferee not less than the
lesser of (A) $2.5 million in Registrable Securities (based on the Per Share Price) or (B) 100%
of the Registrable Securities held by the transferor immediately prior to such transfer and (ii)
such transfer or assignment is permitted under the terms of this Agreement; provided however,
the transferor shall, within 10 Business Days after such transfer, deliver or cause to be
delivered to the Company written notice of the name and address of such transferee or assignee
and the number of Registrable Securities that are being transferred or assigned.




(f) Survival. The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Agreement or made pursuant hereto shall remain in full force
and effect regardless of any investigation (or statement as to the results thereof) made by or
on behalf of any holder of Registrable Securities, any director, officer or partner of such
holder, or any controlling person of any of the foregoing, and shall survive delivery of and
payment for the Registrable Securities pursuant to the Dealer Managers Agreement and the
transfer and registration of Registrable Securities by such holder.




(g) Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.




(h) Headings. The descriptive headings of the several Sections and paragraphs of this
Agreement are inserted for convenience only, do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this Agreement.




(i) Entire Agreement; Amendments. This Agreement and the other writings referred to herein
or delivered pursuant hereto which form a part hereof contain the entire understanding of the
parties with respect to its subject matter. This Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This Agreement may be
amended and the observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by a written instrument duly
executed by the Company and the holders of at least a majority of the number of shares of
Registrable Securities at the time outstanding. Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant
to this Section 8(i), whether or not any notice, writing or marking indicating such amendment or
waiver appears on such Registrable Securities or is delivered to such holder.




(j) Inspection. For so long as this Agreement shall be in effect, this Agreement and a
complete list of the names and addresses of all the record holders of Registrable Securities
shall be made available for inspection and copying on any Business Day by any holder of
Registrable Securities for proper purposes only (which shall include any purpose related to the
rights of the holders of Registrable Securities under the Securities and this Agreement) at the
offices of the Company at the address thereof set forth in Section 8(c).




(k) Counterparts. This Agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.




(l) Severability. If any provision of this Agreement, or the application thereof in any
circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of such provision in every other respect and of the
remaining provisions contained in this Agreement shall not be affected or impaired thereby.



If the foregoing is in accordance with your understanding, please sign and return to us five
counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Dealer
Managers, this letter and such acceptance hereof shall constitute a binding agreement between each
of the Dealer Managers and the Company.



	 	 	 
	Very truly yours,
	Unisys Corporation
	By:
	 	/s/ Scott A. Battersby

	 	 	 

	 	 	Name: Scott A. Battersby

Title: Vice President and Treasurer







Accepted as of the date hereof:



Goldman, Sachs & Co.



By: /s/ Goldman, Sachs & Co.


(Goldman, Sachs & Co.)



Banc of America Securities LLC



By: /s/ Shelli Merritt

Name: Shelli Merritt

Title: Managing Director







Deutsche Bank Securities Inc.



By: /s/ Nikko Hayes

Name: Nikko Hayes

Title: Managing Director





By: /s/ Stephen R. Lapidus

Name: Stephen R. Lapidus

Title: Director



EXHIBIT A




Unisys Corporation

Notice of Registration Statement

and

Selling Securityholder Questionnaire

[Date]




Reference is hereby made to the Registration Rights Agreement (the “Registration Rights Agreement”)
between Unisys Corporation (the “Company”) and the Dealer Managers named therein. Pursuant to the
Registration Rights Agreement, the Company has filed or will file with the United States Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf
Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of
1933, as amended (the “Securities Act”), of the Company’s common stock issued in connection with
the Company’s recently completed private exchange offers (the “Securities”). A copy of the
Registration Rights Agreement has been filed with the Commission on Form 8-K and can be obtained
from the Commission’s website at www.sec.gov. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights Agreement.



Each holder of Registrable Securities (as defined below) is entitled to have the Registrable
Securities held by it included in the Shelf Registration Statement (or a supplement or amendment
thereto). In order to have Registrable Securities included in the Shelf Registration Statement,
this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and
Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address
set forth herein for receipt ON OR BEFORE [Deadline for Response]. Holders of Registrable
Securities who do not properly complete, execute and return this Notice and Questionnaire by such
date (i) will not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.



Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.



The term “Registrable Securities” is defined in the Registration Rights Agreement.



ELECTION




The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and
listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Registration Rights Agreement, including, without limitation,
Section 5 of the Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.



Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold
harmless the Company, its officers who sign any Shelf Registration Statement, and each person, if
any, who controls the Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), against certain losses
arising out of an untrue statement, or the alleged untrue statement, of a material fact in the
Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to
state a material fact required to be stated in such Shelf Registration Statement or the related
prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement
or omission, was made in reliance on and in conformity with the information provided in this Notice
and Questionnaire.



Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Company and Transfer Agent the Notice of Transfer
set forth in Exhibit B to the Registration Rights Agreement.



The Selling Securityholder hereby provides the following information to the Company and represents
and warrants that such information is true, accurate and complete:



QUESTIONNAIRE





	(1)	 	(a) Full legal name of Selling Securityholder:






	 	(b)	 	Full legal name of registered Holder (if not the same as in (a) above) of Registrable
Securities listed in Item (3) below:






	(2)	 	Address for notices to Selling Securityholder:






	 	 	 	Telephone:






	 	 	 	Fax:






	 	 	 	Contact Person:






	 	 	 	E-mail for Contact Person:






	(3)	 	Beneficial Ownership of Securities:






	 	 	 	Except as set forth below in this Item (3), the undersigned does not beneficially own any
Securities.






	 	(a)	 	Number of shares of Registrable Securities beneficially owned:






	 	(b)	 	Number of shares of Common Stock other than Registrable Securities beneficially owned:






	 	(c)	 	Number of shares of Registrable Securities that the undersigned wishes to be included
in the Shelf Registration Statement:





	 	 	 	 	 
	 	(4	)	 	Beneficial Ownership of Other Securities of the Company:

	 	 	 	 	Except as set forth below in this Item (4), the undersigned Selling

Securityholder is not the beneficial or registered owner of any other

securities of the Company, other than the Securities listed above in

Item (3).

State any exceptions here:







	 	 	 	 	 
	 	(5	)	 	Individuals who exercise dispositive powers with respect to the Securities:

	 	 	 	 	If the Selling Securityholder is not an entity that is required to file reports with the Commission pursuant to

Section 13 or 15(d) of the Exchange Act (a “Reporting Company”), then the Selling Securityholder must disclose the name of the

natural person(s) who exercise sole or shared dispositive powers with respect to the Securities. Selling Securityholders

should disclose the beneficial holders, not nominee holders or other such others of record. In addition, the Commission has

provided guidance that Rule 13d-3 of the Exchange Act should be used by analogy when determining the person or persons sharing

voting and/or dispositive powers with respect to the Securities.








	 	(a)	 	Is the holder a Reporting Company?





	 	 	 
	Yes

	 	No
	 

	 	

	If “No”, please answer Item (5)(b).

	 	








	 	(b)	 	List below the individual or individuals who exercise dispositive powers with respect
to the Securities:






Please note that the names of the persons listed in (b) above will be included in the
Shelf Registration Statement and related Prospectus.



	 	 	 	 	 
	 	(6	)	 	Relationships with the Company:

	 	 	 	 	Except as set forth below, neither the Selling Securityholder nor

any of its affiliates, officers, directors or principal equity holders

(5% or more) has held any position or office or has had any other

material relationship with the Company (or its predecessors or

affiliates) during the past three years.

State any exceptions here:







	 	 	 	 	 
	 	(7	)	 	Plan of Distribution:

	 	 	 	 	Except as set forth below, the undersigned Selling Securityholder

intends to distribute the Registrable Securities listed above in Item (3)

only as follows (if at all): Such Registrable Securities may be sold

from time to time directly by the undersigned Selling Securityholder or,

alternatively, through underwriters, broker-dealers or agents. Such

Registrable Securities may be sold in one or more transactions at fixed

prices, at prevailing market prices at the time of sale, at varying

prices determined at the time of sale, or at negotiated prices. Such

sales may be effected in transactions (which may involve crosses or block

transactions) (i) on any national securities exchange or quotation

service on which the Registrable Securities may be listed or quoted at

the time of sale, (ii) in the over-the-counter market, (iii) in

transactions otherwise than on such exchanges or services or in the

over-the-counter market, or (iv) through the writing of options. In

connection with sales of the Registrable Securities or otherwise, the

Selling Securityholder may enter into hedging transactions with

broker-dealers, which may in turn engage in short sales of the

Registrable Securities in the course of hedging the positions they

assume. The Selling Securityholder may also sell Registrable Securities

short and deliver Registrable Securities to close out such short

positions, or loan or pledge Registrable Securities to broker-dealers

that in turn may sell such securities.

State any exceptions here:








Note: In no event may such method(s) of distribution take the form of an underwritten
offering of Registrable Securities without the prior written agreement of the Company.



	 	 	 	 	 
	 	(8	)	 	Broker-Dealers:

	 	 	 	 	The Commission requires that all Selling Securityholders that are

registered broker-dealers or affiliates of registered broker-dealers be

so identified in the Shelf Registration Statement. In addition, the

Commission requires that all Selling Securityholders that are registered

broker-dealers be named as underwriters in the Shelf Registration

Statement and related Prospectus, even if they did not receive the

Registrable Securities as compensation for underwriting activities.








	 	(a)	 	State whether the undersigned Selling Securityholder is a registered broker-dealer:






	 	 	 	Yes No






	 	(b)	 	If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if
applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be
included in the Shelf Registration Statement and related Prospectus.






	 	(i)	 	Were the Securities acquired as compensation for underwriting activities?





	 
	Yes No

	 

	If you answered “Yes”, please provide a brief description of the transaction(s)

in which the Securities were acquired as compensation:







	 	 	 
	(ii)

Yes

	 	Were the Securities acquired for investment purposes?

No
	
 
	 	 







	 	(iii)	 	If you answered “No” to both (i) and (ii), please explain the Selling
Securityholder’s reason for acquiring the Securities:






	 	(c)	 	State whether the undersigned Selling Securityholder is an affiliate of a registered
broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s):






Yes No




	 	(d)	 	If you answered “Yes” to question (c) above:






	 	(i)	 	Did the undersigned Selling Securityholder purchase Registrable Securities
in the ordinary course of business?





	 
	Yes No

	 

	If the answer is “No” to question (d)(i), provide a brief explanation of the

circumstances in which the Selling Securityholder acquired the Registrable

Securities:








	 	(ii)	 	At the time of the purchase of the Registrable Securities, did the
undersigned Selling Securityholder have any agreements, understandings or
arrangements, directly or indirectly, with any person to dispose of or distribute the
Registrable Securities?





	 
	Yes No

	 

	If the answer is “Yes” to question (d)(ii), provide a brief explanation of such

agreements, understandings or arrangements:








If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as
an underwriter in the Shelf Registration Statement and the related Prospectus.




	(9)	 	Hedging and short sales:






	 	(a)	 	State whether the undersigned Selling Securityholder has or will enter into “hedging
transactions” with respect to the Registrable Securities:





	 
	Yes No

	 

	If “Yes”, provide below a complete description of the hedging transactions into

which the undersigned Selling Securityholder has entered or will enter and the

purpose of such hedging transactions, including the extent to which such

hedging transactions remain in place:








	 	(b)	 	Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly
Available Interpretations regarding short selling:






“An issuer filed a Form S-3 registration statement for a secondary offering of common
stock which is not yet effective. One of the selling shareholders wanted to do a short
sale of common stock “against the box” and cover the short sale with registered shares
after the effective date. The issuer was advised that the short sale could not be made
before the registration statement becomes effective, because the shares underlying the
short sale are deemed to be sold at the time such sale is made. There would, therefore,
be a violation of Section 5 if the shares were effectively sold prior to the effective
date.”




By returning this Notice and Questionnaire, the undersigned Selling Securityholder will be
deemed to be aware of the foregoing interpretation.



* * * * *




By signing below, the Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the prospectus delivery and other provisions of the
Securities Act and the Exchange Act, particularly Regulation M (or any successor rule or
regulation).



The Selling Securityholder hereby acknowledges its obligations under the Registration Rights
Agreement to indemnify and hold harmless the Company and certain other persons as set forth in the
Registration Rights Agreement.



In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the
Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations, if any, under this Notice and Questionnaire and the Registration
Rights Agreement (including Section 8(e) of the Registration Rights Agreement).



By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (9) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.



In accordance with the Selling Securityholder’s obligation under Section 3(a) of the Registration
Rights Agreement to provide such information as may be required by law for inclusion in the Shelf
Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur subsequent to the date
hereof at any time while the Shelf Registration Statement remains in effect and to provide such
additional information that the Company may reasonably request regarding such Selling
Securityholder and the intended method of distribution of Registrable Securities in order to comply
with the Securities Act. Except as otherwise provided in the Registration Rights Agreement, all
notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:



(i) To the Company:




      




      




      




      




      



(ii) With a copy to:




      




      




      




      




      



Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Company, the terms of this Notice and Questionnaire, and the representations and warranties
contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially owned by such
Selling Securityholder and listed in Item (3) above). This Notice and Questionnaire shall be
governed in all respects by the laws of the State of New York.



IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



Dated:



Selling Securityholder



(Print/type full legal name of holder of Registrable Securities)



By:

Name:

Title:




PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
[DEADLINE FOR RESPONSE] TO THE COMPANY AT:




[Unisys Corporation




Unisys Way




Blue Bell, Pennsylvania 19424




Attention: General Counsel]



EXHIBIT B




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




	 	 	 
	The Bank of New York Mellon

	Unisys Corporation

	 	

	c/o The Bank of New York Mellon

	480 Washington Blvd., Level 29

	Jersey City, New Jersey 07310

	Attention: Transfer Agent and Registrar

	Re:

	 	Unisys Corporation (the “Company”)

Common Stock






Dear Sirs:



Please be advised that        has transferred        shares of the above-referenced Common Stock
pursuant to an effective Registration Statement on Form S-3 (File No. 333- ) filed
by the Company.



We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933,
as amended, have been satisfied and that the above-named beneficial owner of the Common Stock is
named as a “Selling Holder” in the Prospectus dated [date] or in amendments or supplements thereto,
and that the number of shares of Common Stock transferred equals the number of shares of Common
Stock listed in such Prospectus as amended or supplemented opposite such owner’s name.



Dated:




Very truly yours,




(Name)




By:




(Authorized Signature)