EXECUTION COPY


 


FIRST AMENDMENT AND JOINDER AGREEMENT
TO 

ORIGINATOR PURCHASE AGREEMENT


 


THIS FIRST AMENDMENT
AND JOINDER AGREEMENT TO ORIGINATOR PURCHASE AGREEMENT, dated as of May 19, 2011 (this “Amendment”),
is entered into by and among DST SYSTEMS, INC., a Delaware corporation (“DST Systems”), as the Purchaser
and the Servicer, each of the parties named on Exhibit I (each, a “New Seller” and collectively,
the “New Sellers”) and each of the parties named on Exhibit II hereto (each, an “Existing
Seller” and collectively, the “Existing Sellers” and the Existing Sellers together with
the New Sellers, the “Sellers”). Capitalized terms used and not otherwise defined herein are used as
defined in the Agreement (as defined below).


 


WHEREAS, the Existing
Sellers and DST Systems have entered into that certain Originator Purchase Agreement, dated as of May 21, 2009 (as amended through
the date hereof, the “Existing Agreement” and, as amended hereby, the “Agreement”);


 


WHEREAS, the Sellers
and DST Systems desire to amend the Existing Agreement in certain respects as provided herein;


 


NOW THEREFORE, in consideration
of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:


 


SECTION
1.    Removal of Existing Sellers. DST Output Graphics, LLC (“DOGL”)
has been dissolved, and shall no longer be identified as a Seller under the Existing Agreement. DST Health Solutions, Inc. (“DSHI”)
has been merged into DST Systems, and shall no longer be identified individually as a Seller under the Existing Agreement. DST
Global Solutions North America Ltd. (“DGSNA”) has been merged into DST Technologies, Inc., an Existing
Seller, and shall no longer be identified individually as a Seller under the Existing Agreement. DSTi Mosiki, LLC (“DSTM”)
has changed its name to DST Global Solutions North America, LLC, and shall be identified as such under the Existing Agreement.



 


SECTION
2.   Joinder of New Sellers. Each of the New Sellers hereby accepts
the duties, obligations and responsibilities of a Seller under the Existing Agreement, agrees to assume the duties and responsibilities,
and be bound by each of the obligations of, a Seller and is hereby made a party to the Existing Agreement. 


 


SECTION
3.    Schedules and Exhibits. Each of Schedule I (List of Sellers),
Exhibit C (Addresses) and Exhibit D (Seller UCC Information) to the Existing Agreement is hereby deleted and replaced in its entirety
with Schedule I (List of Sellers), Exhibit C (Addresses) and Exhibit D (Seller UCC Information), attached hereto, respectively,
to reflect the removal of DOGL, DSHI, DGSNA and DSTM as Existing Sellers and the addition of the New Sellers as Sellers.


 




    	 



    	 



    

 


SECTION
4.    Representations and Warranties of the New Sellers. Each of
the New Sellers hereby makes each of the representations and warranties made by the Existing Sellers under the Existing Agreement
as if each such representation and warranty was set forth herein, mutatis mutandis.


 


SECTION
5.    Covenants and Agreements of the New Sellers. Each of the New
Sellers hereby makes each of the covenants and agreements made by the Existing Sellers under the Existing Agreement as if each
such covenant and agreement was set forth herein, mutatis mutandis.


 


SECTION
6.    Effective Date. This Amendment shall become effective as of
the date (the “Effective Date”) on which the last of the following shall occur: (a) this Amendment shall
have been executed and delivered by a duly authorized officer of each party hereto and (b) the Fifth Amendment to Receivables Purchase
Agreement, dated as of the date hereof, shall have been executed and delivered by a duly authorized officer of each party thereto;
provided, however, a New Seller shall not participate as a Seller under the Existing Agreement until each of the conditions
set forth in Section 8 of this Amendment with respect to such New Seller has been satisfied or waived in writing by the
Agent.


 


SECTION
7.    Reference to and Effect on the Agreement and the Related Documents.



 


On
the Effective Date (a) each of the Existing Sellers hereby reaffirms all covenants, representations and warranties made by it in
the Existing Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been restated
as of the Effective Date of this Amendment, (b) each reference in the Existing Agreement to “Seller” or “Sellers”
or words of like import shall include the New Sellers and (c) each reference in the Existing Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references
to the Existing Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Existing
Agreement shall mean and be, a reference to the Existing Agreement as amended hereby.


 


SECTION
8.    Conditions Precedent to Effectiveness of this Amendment. 


 


This Amendment is subject
to the conditions precedent that DST Systems and the Agent shall have received the following, each (unless otherwise indicated)
dated the date hereof, and in form and substance satisfactory to DST Systems and the Agent:


 


(a)          Certified
copies of the resolutions (or similar authorization, if not a corporation) of the Board of Directors (or similar governing body
or Persons, if not a corporation) of each New Seller approving this Amendment and certified copies of all documents evidencing
other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect
to this Amendment. One such certificate will be acceptable for any number of such Persons having identical authorizations.


 


(b)          A
certificate of the Secretary or Assistant Secretary of each New Seller certifying the names and true signatures of the officers
of such New Seller authorized to sign this Amendment and the other documents to be delivered by it hereunder. One such certificate
will be acceptable for any number of such Persons having identical authorized officers.


 




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(c)          Copy
of good standing certificate for each New Seller issued within thirty (30) days prior to the date hereof by the Secretary of State
of the state of formation of the New Seller and the state where the New Seller’s principal place of business is located.


 


(d)          Copies
of proper financing statements (Form UCC1) to be filed under the UCC on or before the date of this Agreement in all jurisdictions
as may be necessary or, in the opinion of the Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions
to perfect the transfer by each New Seller to DST Systems of the Receivables.


 


(e)          Copy
of a proper UCC amendment statement (Form UCC3) to be filed under the UCC on or before the date of this Agreement in all jurisdictions
as may be necessary or, in the opinion of the Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions
to reflect the name change to DST Global Solutions North America, LLC.


 


(f)          Copies
of proper UCC amendment statements (Form UCC3) necessary to effect the release of all security interests and other rights of any
Person in the Receivables of each New Seller, and the related Contracts and Related Security.


 


(g)          Search
report provided in writing to the Agent, (i) listing all effective financing statements that name the New Seller as debtor
and that are filed in the jurisdiction in which filing was made pursuant to subsection (d) above and in such other jurisdiction
that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the
financing statements described in subsection (d) above) shall cover any Receivables, and (ii) listing all tax liens and
judgment liens (if any) filed against the New Seller in the jurisdictions described above;


 


(h)          Favorable
opinions of counsel to the New Sellers, as applicable, as to such matters and in form and substance satisfactory to the Agent including,
without limitation, the following:


 


(i)          each
New Seller is (A) organized, existing and in good standing under the laws of its jurisdiction of organization, with all necessary
power and authority to own its properties and conduct its business as currently conducted and (B) qualified to do business as a
foreign limited liability company, in good standing in each jurisdiction in which the conduct of its business requires such qualification;


 


(ii)         each
New Seller has or had at all relevant times, full power, authority and legal right to exercise, deliver and perform its obligations
under the Agreement; and has or had at all relevant times full power, authority and legal right to originate, own and transfer
the Receivables and the other property transferred by it to DST Systems;


 


(iii)        the
Agreement, this Amendment and each other document related hereto to which a New Seller is a party has been duly authorized, executed
and delivered by such Person and is a valid and binding agreement, enforceable against such Person in accordance with its respective
terms, except to the extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in equity);


 




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(iv)        the
transfer of the Receivables by each New Seller to DST Systems pursuant to the Agreement, the compliance by such New Seller with
all of the provisions of the Agreement and the consummation of the transactions contemplated the Agreement, and each other document
contemplated hereby or thereby to which such New Seller is a party will not (A) conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument known to such counsel to which such New Seller is a party or by which such New Seller is bound or to which any of
the property or assets of such New Seller is subject, (B) result in any violation of the provisions of any order known to such
counsel of any court or governmental agency or body having jurisdiction over such New Seller or any of its properties or (C) result
in any violation of the provisions of the articles of association, other formation documents or the operating agreement of such
New Seller or to counsel’s knowledge any statute or any rule or regulation of any governmental agency or body having jurisdiction
over such New Seller or any of its properties;


 


(v)         no
authorization, approval, consent or order of, or filing with, any court or governmental authority or agency is required by any
New Seller in connection with the consummation of the transactions contemplated in the Agreement or any other document contemplated
hereby or thereby to which such New Seller is a party, except such as have been obtained;


 


(vi)        to
the best of such counsel’s knowledge and information without independent inquiry, there are no legal or governmental proceedings
pending or threatened (A) asserting the invalidity of the Existing Agreement or any other document contemplated hereby or
thereby to which any New Seller is a party, (B) seeking to prevent the consummation by any New Seller of any of the transactions
contemplated by this Amendment, the Existing Agreement or any other document contemplated hereby or thereby to which such New Seller
is a party or (C) which might materially adversely affect the rights of DST Systems hereunder or under the Existing Agreement;


 


(vii)       the
provisions of the Agreement are effective to create a valid security interest in the Receivables of each New Seller and the proceeds
thereof in favor of DST Systems;


 


(viii)      no
New Seller is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended;


 


(ix)         the
existence of a “true sale” of the Receivables from the New Seller to DST Systems under the Agreement; and


 


(x)          the
inapplicability of the doctrine of substantive consolidation to the New Seller and each of the owners of the membership interest
of the New Seller;


 


(i)          A
copy of the executed Amendment; and


 


(j)          Such
other agreements, instruments, certificates, opinions and other documents as the Agent may reasonably request.


 




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SECTION
9.    Authorization to File Financing Statements and Financing Statement
Amendments. Each of the Sellers hereby authorizes DST Systems and the Agent (as DST System’s assign) to file one or more
financing statements or financing statements amendments, as applicable, with any and all applicable state filing offices relating
to the interests of DST System and the Agent (as DST System’s assign) in the Seller Collateral.


 


SECTION
10.  Miscellaneous.


 


(a)          Effect
on Existing Agreement. Except as specifically amended hereby, the Existing Agreement shall remain in full force and effect.
This Amendment shall not constitute a novation of the Existing Agreement, but shall constitute an amendment thereof.


 


(b)          No
Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy
of any Person under the Existing Agreement or any other Transaction Document or any other document, instrument or agreement executed
in connection therewith, nor constitute a waiver of any provision contained therein.


 


(c)          Fees
and Expenses. The New Sellers and DST Systems agree to pay all costs, fees, and expenses (including, without limitation, reasonable
attorneys’ fees and time charges of attorneys) incurred by the Agent and the Investor in connection with the preparation,
execution and enforcement of this Amendment.


 


(d)          Successors
and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


(e)          Counterparts.
This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts,
each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page by facsimile or other electronic means shall be effective as delivery of
a manually executed counterpart of this Amendment.


 


(f)          Headings.
The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not
be deemed to affect the meaning or construction of any of the provisions hereof.


 


(g)          Amendments.
This Amendment may not be amended or otherwise modified except as provided in the Existing Agreement.


 


(h)          GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 


  


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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.


 


	SELLERS:	DST OUTPUT, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST OUTPUT CENTRAL, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST OUTPUT EAST, LLC
	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST OUTPUT WEST, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST TECHNOLOGIES, INC.,
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer


  


[Signature Page to First Amendment and
Joinder Agreement - DST Systems] 


 




    	 



    	 



    

  


	 	DST STOCK TRANSFER, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Treasurer
	 	 	 	 
	 	DST OUTPUT ELECTRONIC SOLUTIONS, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST WORLDWIDE SERVICES, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST RETIREMENT SOLUTIONS, LLC
	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	ARGUS HEALTH SYSTEMS, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer


 


[Signature Page to First Amendment and Joinder
Agreement - DST Systems]


 




    	 



    	 



    

  


	 	DST DIRECT, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST HEALTH SOLUTIONS, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST GLOBAL SOLUTIONS NORTH AMERICA, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	ISPACE SOFTWARE TECHNOLOGIES, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST TASS, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST BROKERAGE SOLUTIONS, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	Assistant Treasurer


 


[Signature Page to First Amendment and Joinder
Agreement - DST Systems]


 




    	 



    	 



    

  


	 	FINIX PROFESSIONAL SERVICES, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Assistant Treasurer
	 	 	 	 
	 	CONVERGE SYSTEMS, LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Assistant Treasurer
	 	 	 	 
	 	NEWKIRK PRODUCTS, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Assistant Treasurer
	 	 	 	 
	 	LTM PUBLISHING, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Assistant Treasurer
	 	 	 	 
	 	MCKAY HOCHMAN CO., INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Assistant Treasurer


 


[Signature Page to First Amendment and Joinder
Agreement - DST Systems]


 




    	 



    	 



    

  


	 	THIRD PARTY EDUCATIONAL SYSTEMS, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Assistant Treasurer
	 	 	 	 
	 	CFG OUTPUT LLC
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer
	 	 	 	 
	 	DST HEALTHCARE HOLDINGS, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Assistant Treasurer


 


[Signature Page to First Amendment and
Joinder Agreement - DST Systems]


 




    	 



    	 



    

 


	SERVICER:	DST SYSTEMS, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Chief Accounting Officer
	 	 	 	 
	PURCHASER:	DST SYSTEMS, INC.
	 	 	 	 
	 	By:	/s/ Gregg Wm. Givens
	 	 	Name:	Gregg Wm. Givens
	 	 	Title:	Vice President and 
	 	 	 	Chief Accounting Officer


 


[Signature Page to First Amendment and Joinder
Agreement - DST Systems]


 




    	 



    	 



    

 


	Acknowledged and consented to by: 	 
	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION,	 
	as Agent	 
	 	 	 	 
	By:	/s/ Jeremy Grubb	 
	 	Name:	Jeremy Grubb	 
	 	Title:	Vice President	 


 


[Signature Page to First Amendment and
Joinder Agreement - DST Systems] 


 




    	 



    	 



    

 


EXHIBIT I


 


List of New Sellers: 


 


DST Brokerage Solutions, LLC


 


Finix Professional Services, LLC


 


Converge Systems, LLC


 


Newkirk Products, Inc.


 


LTM Publishing, Inc.


 


McKay Hochman Co., Inc.


 


Third Party Educational Systems, Inc. (d/b/a MasteryPoint
Financial Technologies)


 


CFG Output LLC (f/k/a DST Output Fulfillment Group,
LLC)


 


DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions
Holdings, Inc.) 


 







    	Exhibit I



    	 



    

 


EXHIBIT II


 


List of Existing Sellers:


 


DST Output, LLC


 


DST Output Central, LLC


 


DST Output East, LLC


 


DST Output West, LLC


 


DST Output Graphics, LLC


 


DST Technologies, Inc.


 


DST Stock Transfer, Inc.


 


DST Mailing Services, Inc.


 


DST Output Electronic Solutions, Inc.


 


DST Worldwide Services, LLC


 


DST Retirement Solutions, LLC


 


Argus Health Systems, Inc.


 


DST Direct, LLC


 


DST Health Solutions, Inc.


 


DST Health Solutions, LLC


 


DST Global Solutions North America Ltd.
(f/k/a DST International North America Ltd.)


 


DSTi Mosiki, LLC


 


iSpace Software Technologies, Inc.


 


DST TASS, LLC


  







    	Exhibit II



    	 



    

 


SCHEDULE I

LIST OF SELLERS


 


DST Output, LLC


DST Output Central, LLC


DST Output East, LLC


DST Output West, LLC


DST Technologies, Inc.


DST Stock Transfer, Inc.


DST Mailing Services, Inc.


DST Output Electronic Solutions, Inc.


DST Worldwide Services, LLC


DST Retirement Solutions, LLC


Argus Health Systems, Inc.


DST Direct, LLC


DST Health Solutions, LLC


DST Global Solutions North America, LLC


iSpace Software Technologies, Inc.


DST TASS, LLC

DST Brokerage Solutions, LLC


Finix Professional Services, LLC


Converge Systems, LLC


Newkirk Products, Inc.


LTM Publishing, Inc.


McKay Hochman Co., Inc.


Third Party Educational Systems, Inc. (d/b/a MasteryPoint Financial
Technologies)


CFG Output LLC (f/k/a DST Output Fulfillment Group, LLC)


DST Healthcare Holdings, Inc. (f/k/a DST Health Solutions Holdings,
Inc.)


 







    	Schedule I



    	 



    

 


EXHIBIT C


 


ADDRESSES


 


	SELLERS:	
        DST Output, LLC

        DST Output Central, LLC

        DST Output East, LLC

        DST Output West, LLC

        DST Technologies, Inc.

        DST Stock Transfer, Inc.

        DST Mailing Services, Inc.

        DST Output Electronic Solutions, Inc.

        DST Worldwide Services, LLC

        DST Retirement Solutions, LLC

        DST Brokerage Solutions, LLC

        Finix Professional Services, LLC

        Converge Systems, LLC

        CFG Output LLC

        333 West 11th Street, 5th Floor

        Kansas City, MO 64105

        Attention: Gregg Wm. Givens

        Facsimile No. 816-435-8630

         

        Argus Health Systems, Inc.

        1300 Washington Street

        Kansas City, MO 64105

        Attention: Gregg Wm. Givens

        Facsimile No. 816-435-8630

         

        DST Direct, LLC

        601 Monroe Street

        Jefferson City, MO 65101

        Attention: Gregg Wm. Givens

        Facsimile No. 816-435-8630

         

        DST Health Solutions, LLC

        DST Healthcare Holdings, Inc.

        2400 Thea Drive

        Harrisburg, PA 17110

        Attention: Gregg Wm. Givens

        Facsimile No. 717-703-6190

         

        DST Global Solutions North America, LLC

        27 Melcher Street

        Boston, MA 02210

        Attention: Gregg Wm. Givens

        Facsimile No. 617-482-8878



 




    	Exhibit C-1



    	 



    

 


	 	
        iSpace Software Technologies, Inc.

        2400 Thea Drive

        Harrisburg, PA 17110

        Attention: Gregg Wm. Givens

        Facsimile No. 717-703-6190

	 	 
	 	
        DST TASS, LLC

        1075 Baker Building, 706 Second Avenue South

        Minneapolis, MN 55402

        Attention: Gregg Wm. Givens

        Facsimile No. 612-238-4398

         

        Newkirk Products, Inc.

        15 Corporate Circle

        Albany, NY 12203

        Attention: Gregg Wm. Givens

        Facsimile No. 518-862-3399

         

        LTM Publishing, Inc.

        15 Corporate Circle

        Albany, NY 12203

        Attention: Gregg Wm. Givens

        Facsimile No. 518-862-3399

         

        McKay Hochman Co., Inc.

        10 Park Place

        Butler, NJ 07405

        Attention: Gregg Wm. Givens

        Facsimile No. 518-862-3399

         

        Third Party Educational Systems, Inc.

        43 Main Street, SE

        Minneapolis, MN 55414

        Attention: Gregg Wm. Givens

        Facsimile No. 518-862-3399

         

	PURCHASER:	
        DST Systems, Inc.

        333 West 11th Street, 5th Floor

        Kansas City, MO 64105

        Attention: Gregg Wm. Givens

        Facsimile No. 816-435-8630




 






    	Exhibit C-2



    	 



    

 


EXHIBIT D


 


SELLER UCC INFORMATION


 


		Name:	DST Output, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST Output Central, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST Output East, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Output East, Inc.


D/B/A Names: None


 


		Name:	DST Output West, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


 




    	Exhibit D-1



    	 



    

 


D/B/A Names: None


 


		Name:	DST Technologies, Inc.



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST Stock Transfer, Inc.



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names:  None


D/B/A Names: None


 


		Name:	DST Mailing Services, Inc.



  


		Address:	333 West 11th Street, 5th Floor






Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware 


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Postal Services, Inc., Global Mailing Services,
Inc. 


D/B/A Names: None


 


		Name:	DST Output Electronic Solutions, Inc.



 


		Address:	333 West 11th Street, 5th Floor






Kansas City, MO 64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 




    	Exhibit D-2



    	 



    

 


Prior Names: DST CDS, Inc., Corporate Documents
Systems, Inc. and DST Electronic Output Solutions, Inc.


D/B/A Names: None


 


		Name:	DST Worldwide Services, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: DST WorldWide Services, LLC


D/B/A Names: None


 


		Name:	DST Retirement Solutions, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	Argus Health Systems, Inc.



 


		Address:	1300 Washington Street



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST Direct, LLC



 


		Address:	601 Monroe Street



Jefferson City, MO 65101


 


Jurisdiction of Organization: Missouri


UCC Filing Office: Secretary of State of Missouri


 


Prior Names: None


D/B/A Names: None


 




    	Exhibit D-3



    	 



    

 


		Name:	DST Health Solutions, LLC



 


		Address:	2400 Thea Drive



Harrisburg, PA 17110


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: Synertech Health System Solutions,
LLC, DST Health Solutions Systems, LLC and DST Health Solutions Services, LLC


D/B/A Names: None


 


		Name:	DST Global Solutions North America, LLC



		Address:	27 Melcher Street



Boston, MA 02210


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DSTi Mosiki, LLC


D/B/A Names: None


  


		Name:	iSpace Software Technologies, Inc.



 


		Address:	2400 Thea Drive



Harrisburg, PA 17110


 


Jurisdiction of Organization: California


UCC Filing Office: Secretary of State of California


 


Prior Names: None


D/B/A Names: None


 


		Name:	DST TASS, LLC



 


		Address:	1075 Baker Building, 706 Second Avenue South



Minneapolis, MN 55402


 


Jurisdiction of Organization: Minnesota


UCC Filing Office: Secretary of State of Minnesota


 


Prior Names: TASS, LLC


D/B/A Names: None





	



 




    	Exhibit D-4



    	 



    

 


	Name:	DST Brokerage Solutions, LLC




 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


  


		Name:	Finix Professional Services, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	Converge Systems, LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: None


D/B/A Names: None


 


		Name:	Newkirk Products, Inc.



 


		Address:	15 Corporate Circle



Albany, NY 12203


 


Jurisdiction of Organization: New York 


UCC Filing Office: Secretary of State of New York 


 


Prior Names: None 


D/B/A Names: None





	



 






    	Exhibit D-5



    	 



    

 


	Name:	LTM Publishing, Inc.





 


		Address:	15 Corporate Circle



Albany, NY 12203


 


Jurisdiction of Organization: New York


UCC Filing Office: Secretary of State of New York


 


Prior Names: None


D/B/A Names: None


 


		Name:	McKay Hochman Co., Inc.



 


		Address:	10 Park Place



Butler, NJ 07405


 


Jurisdiction of Organization: New York


UCC Filing Office: Secretary of State of New York


 


Prior Names: None


D/B/A Names: None


 


		Name:	Third Party Educational Systems, Inc.



 


		Address:	43 Main Street, SE



Minneapolis, MN 55414


 


Jurisdiction of Organization: Minnesota 


UCC Filing Office: Secretary of State of Minnesota 


 


Prior Names: None 


D/B/A Names: MasteryPoint Financial Technologies


  


		Name:	CFG Output LLC



 


		Address:	333 West 11th Street, 5th Floor



Kansas City, MO 64105


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Output Fulfillment Group, LLC


D/B/A Names: None


   




    	Exhibit D-6



    	 



    

  


		Name:	DST Healthcare Holdings, Inc.



 


		Address:	2400 Thea Drive



Harrisburg, PA 17110


 


Jurisdiction of Organization: Delaware


UCC Filing Office: Secretary of State of Delaware


 


Prior Names: DST Health Solutions Holdings,
Inc.


D/B/A Names: None


 








    	Exhibit D-7