1 EXHIBIT 4.2 PENSON WORLDWIDE, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT NOVEMBER 30, 2000 PENSON WORLDWIDE, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTSRegistration Rights Agreement • December 1st, 2000 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
EXECUTION VERSION STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 10th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
ARTICLE I DEFINITIONSLoan Agreement • October 19th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
EXHIBIT 10.23 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT ("EA") is made and entered into this 21st day of April, 2006, by and among Philip A. Pendergraft ("EXECUTIVE"), a resident of Texas, and PENSON WORLDWIDE, INC., a...Executive Employment Agreement • May 1st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
EXHIBIT 1.1 PENSON WORLDWIDE, INC. 7,465,759 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 9th, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
1 EXHIBIT 4.2 PENSON WORLDWIDE, INC. REGISTRATION RIGHTS AGREEMENT SEPTEMBER 14, 2000 PENSON WORLDWIDE, INC. REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTSRegistration Rights Agreement • September 28th, 2000 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
OFFICE LEASEOffice Lease • August 10th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
WITNESSETH:Stock Pledge Agreement • August 10th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
and GUARANTY BANKLoan Agreement • August 10th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
Exhibit 4.3 PENSON WORLDWIDE, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT SEPTEMBER 30, 2005 TABLE OF CONTENTSInvestors' Rights Agreement • October 19th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • California
AMONGReorganization Agreement • May 1st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
RECITALS:Loan Agreement • March 21st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
RECITALSCompensation Agreement • October 23rd, 2000 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
EXHIBIT 4.2 PENSON WORLDWIDE, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT NOVEMBER 30, 2000 PENSON WORLDWIDE, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTSRegistration Rights Agreement • August 10th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
BY AND AMONGAsset Purchase Agreement • March 21st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
RECITALS:Loan Agreement • September 23rd, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
RECITALSIndemnification Agreement • August 10th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Delaware
R E C I T A L S:Loan Agreement • May 1st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
PENSON WORLDWIDE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 3, 2009 8.0% Convertible Senior Notes due 2014Indenture • June 5th, 2009 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
INDENTURE dated as of June 3, 2009 between Penson Worldwide, Inc., a Delaware corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).
Proprietary and Confidential FULLY DISCLOSED CLEARING AGREEMENT This Fully Disclosed Clearing Agreement (the "Agreement") is executed and entered into by and between Penson Financial Services, Inc. ("Penson"), a division of Service Asset Management...Fully Disclosed Clearing Agreement • December 1st, 2000 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
EXHIBIT 10.14 ================================================================= =============== TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 1st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
EXHIBIT 10.12 NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED...Remote Processing Agreement • March 21st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Pennsylvania
EXHIBIT 10.14 TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 24th, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
1 EXHIBIT 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT dated as of __________, 2000 (the "Agreement"), is entered into by and between Penson Worldwide, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee"). R E C I T A...Indemnification Agreement • September 15th, 2000 • Penson Worldwide Inc • Delaware
FIFTH AMENDED AND RESTATED GUARANTY AGREEMENT (LIMITED)Guaranty Agreement • August 10th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. SECOND...Credit Agreement • August 6th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 6, 2010, among PENSON WORLDWIDE, INC. a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), REGIONS BANK, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender, and Letter of Credit Issuer, REGIONS CAPITAL MARKETS, a division of Regions Bank, as Lead Arranger and Bookrunner, THE PRIVATEBANK AND TRUST COMPANY, as Syndication Agent and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION and CAPITAL ONE, N.A., as Co-Documentation Agents.
EXHIBIT 10.6 THIS LEASE is made on the date specified in the Lease Details between the Landlord, the Tenant, the Surety and the Head Landlord. THIS DEED WITNESSES as follows. 1. INTERPRETATION 1.1 In this Lease, except where the context otherwise...Lease Agreement • August 10th, 2005 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 21st, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
This RESTRUCTURING SUPPORT AGREEMENT (as may be amended, supplemented or otherwise modified as provided herein, the “RSA”), dated as of March 13, 2012, is by and between Penson Worldwide Inc. (the “Company”), a corporation duly organized and existing under the laws of the State of Delaware, Penson Financial Services, Inc. (“PFSI”), and each of their respective subsidiaries and any successors thereto (collectively with the Company and PFSI, the “Company Parties”) and the holders set forth on the signature pages hereto of the (i) 12.5% senior second lien secured notes due 2017 (the “Senior Secured Notes”) issued under the Indenture, dated as of May 6, 2010 (as amended, supplemented, or modified from time to time, the “Secured Notes Indenture”), by and between the Company, as issuer, certain guarantors thereunder, and U.S. Bank National Association, as Indenture Trustee, in the aggregate principal amount of $200,000,000.00; (ii) 8.00% senior convertible notes due 2014 (the “Convertible No
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 7th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Illinois
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 5, 2012, is entered into by and among Penson Financial Services, Inc., a North Carolina corporation and Nexa Technologies, Inc., a Delaware corporation (individually and collectively, “Penson”), and Apex Clearing Holdings LLC, a Delaware limited liability company (“Newco”), and Apex Clearing Corporation, a Delaware Corporation (“Apex”, and together with Newco and the Subsidiaries (as defined in the Assignment Agreement described below) of Newco, the “Newco Entities” and each a “Newco Entity”). Penson and the Newco Entities are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Except as set forth herein, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in that certain Assignment and Assumption Agreement, dated as of May 31, 2012 (the “Assignment Agreement”), between Penson Financial Services, Inc., Apex and Newco, pursuant to which Newco has
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE....Amendment, Assignment and Assumption Agreement • September 16th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of June, 2010, among SAI Holdings, Inc. (“SAI”), Penson Financial Services, Inc. (“Penson”), Broadridge Financial Solutions, Inc. (“Broadridge”), Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”) and Penson Worldwide, Inc. (“PWI”) and the other signatories hereto.
LIMITED LIABILITY COMPANY AGREEMENT OF APEX CLEARING HOLDINGS LLC A Delaware Limited Liability Company Dated as of May 31, 2012Limited Liability Company Agreement • June 7th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Illinois
This Limited Liability Company Agreement of Apex Clearing Holdings LLC (this “Agreement”), dated as of May 31, 2012, is executed and agreed to, for good and valuable consideration, by the Members (as defined below).
PENSON WORLDWIDE, INC. Purchase AgreementPurchase Agreement • May 29th, 2009 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
Penson Worldwide, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. and Morgan Keegan & Company, Inc. (the “Initial Purchasers”), as listed in Schedule 1 hereto, $50,000,000 principal amount of its 8.0% Convertible Senior Notes due 2014 (the “Firm Securities”). The Firm Securities will be issued pursuant to an Indenture to be dated as of June 3, 2009 (the “Indenture”) among the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $10,000,000 principal amount of its 8.0% Convertible Senior Notes due 2014 (the “Additional Securities”) if and to the extent that the Initial Purchaser shall have determined to exercise the right to purchase such Additional Securities granted to the Initial Purchasers in Section 1 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Secur
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE.Master Services Agreement • May 27th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
This Master Services Agreement (this “Master Services Agreement”), dated as of November 2, 2009 (the “Effective Date”), is made and entered into by and between Penson Worldwide, Inc. (“Penson”) and Broadridge Financial Solutions, Inc. (“Broadridge”).
WITNESSETH: -----------Office Lease • May 9th, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
SEVERANCE AND GENERAL RELEASE OF ALL CLAIMS AGREEMENTSeverance Agreement • May 15th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
This Severance and General Release of All Claims Agreement (“Agreement”) is entered into between Penson Worldwide, Inc. (“Company”), and Kevin W. McAleer (“Executive”), collectively referred to as the “Parties.” This Agreement is effective on the eighth day after Executive executes this Agreement (“Effective Date”).
