Common use of ACQUISITION OF OR BY ANOTHER RIDGE LOCAL AFFILIATE CLIENT Clause in Contracts

ACQUISITION OF OR BY ANOTHER RIDGE LOCAL AFFILIATE CLIENT. In the event that Client Local Affiliate acquires, or is acquired by, by stock, acquisition of substantially all the assets of, merger, or consolidation (a “Business Combination”), a Client Local Affiliate of Ridge Local Affiliate’s Brokerage Services Group that receives trade processing services substantially similar to the Services provided under this Schedule (the “Other Entity”), and Client Local Affiliate and the Other Entity, or the resulting entity as the case may be, consolidate the trade processing carried out under this Schedule with the trade processing carried out by the Other Entity prior to the termination or expiration of the Client Local Affiliate’s or the Other Entity’s schedule relating to trade processing services substantially similar to the Services provided under this Schedule so that it is processed by Ridge Local Affiliate as one entity, all service charges, including, without limitation, the Base Fee and any other applicable tiered fees applicable for the brokerage processing services provided by Ridge Local Affiliate shall be renegotiated in good faith between Ridge Local Affiliate and Client Local Affiliate. Otherwise, the Ridge Local Affiliate agreements with Client Local Affiliate and the Other Entity agreements in place prior to the Business Combination shall remain in effect for the respective services provided by Ridge Local Affiliate or any other Ridge Local Affiliate’s Brokerage Services Group entity until the termination or expiration of such agreements. For clarity and notwithstanding anything to the contrary, Client Local Affiliate and the Other Entity shall be free to consolidate their trade processing after the termination or expiration of either of their agreements or relevant Schedule with Ridge Local Affiliate or any entity of the Ridge Local Affiliate Brokerage Services Group without restriction and without any obligation to renegotiate any fees relating to trade processing or otherwise. In the event Client Local Affiliate participates in a Business Combination with an entity that is not a client of Ridge Local Affiliate’s Brokerage Services Group that receives trade processing and/or operations support services substantially similar to the Services provided under this Schedule, all rates in Attachment B (including, without limitation, the Base Fee and any other applicable tiered fees applicable for the brokerage processing services) provided by Ridge Local Affiliate shall remain as set forth in Attachment B, subject to the adjustments described therein.

ACQUISITION OF OR BY ANOTHER RIDGE LOCAL AFFILIATE CLIENT. In the event that Client Local Affiliate acquires, or is acquired by, by stock, acquisition of substantially all the assets of, merger, or consolidation (a “Business Combination”), a Client Local Affiliate of Ridge Local Affiliate’s Brokerage Services Group that receives trade processing services substantially similar to the Services provided under this Schedule (the “Other Entity”), and Client Local Affiliate and the Other Entity, or the resulting entity as the case may be, consolidate the trade processing carried out under this Schedule with the trade processing carried out by the Other Entity prior to the termination or expiration of the Client Local Affiliate’s or the Other Entity’s schedule relating to trade processing services substantially similar to the Services provided under this Schedule so that it is processed by Ridge Local Affiliate as one entity, all service charges, including, without limitation, the Base Fee and any other applicable tiered fees applicable for the brokerage processing services provided by Ridge Local Affiliate shall be renegotiated in good faith between Ridge Local Affiliate and Client Local Affiliate. Otherwise, the Ridge Local Affiliate agreements with Client Local Affiliate and the Other Entity agreements in place prior to the Business Combination shall remain in effect for the respective services provided by Ridge Local Affiliate or any other Ridge Local Affiliate’s Brokerage Services Group entity until the termination or expiration of such agreements. For clarity and notwithstanding anything to the contrary, Client Local Affiliate and the Other Entity shall be free to consolidate their trade processing after the termination or expiration of either of their agreements or relevant Schedule with Ridge Local Affiliate or any entity of the Ridge Local Affiliate Brokerage Services Group without restriction and without any obligation to renegotiate any fees relating to trade processing or otherwise. In the event Client Local Affiliate participates in a Business Combination with an entity that is not a client of Ridge Local Affiliate’s Brokerage Services Group that receives trade processing and/or operations support services substantially similar to the Services provided under this Schedule, all rates in Attachment B (including, without limitation, the Base Fee and any other applicable tiered fees applicable for the brokerage processing services) provided by Ridge Local Affiliate shall remain as set forth in Attachment B, subject to the adjustments described therein.. Ridge Clearing & Outsourcing Solutions, Inc. 7