REGISTRATION RIGHTS AGREEMENT by and among THE CHARLES SCHWAB CORPORATION, CHARLES R. SCHWAB, THE TORONTO-DOMINION BANK, and THE OTHER STOCKHOLDERS DESCRIBED HEREIN Dated as of November 24, 2019Registration Rights Agreement • November 29th, 2019 • Schwab Charles Corp • Security brokers, dealers & flotation companies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of November 24, 2019 by and among The Charles Schwab Corporation, a Delaware corporation (the “Parent”), Charles R. Schwab (“Mr. Schwab”), The Toronto-Dominion Bank, a Canadian-chartered bank (“TD Bank”), the persons listed as ESOP Parties on Exhibit B (or such other persons that become an ESOP Party to this Agreement by executing a joinder agreement prior to the Closing Date agreeing to be bound by the terms hereof) (collectively, the “ESOP Parties”), and any Stockholder Transferee of the foregoing that becomes a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 29th, 2019 • Schwab Charles Corp • Security brokers, dealers & flotation companies • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 24, 2019, by and among The Charles Schwab Corporation, a Delaware corporation (“Parent”), and The Toronto-Dominion Bank, a Canadian-chartered bank (the “Stockholder”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Insured Deposit Account Agreement • November 29th, 2019 • Schwab Charles Corp • Security brokers, dealers & flotation companies • New York
This Amended and Restated Insured Deposit Account Agreement, dated as of November 24, 2019 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), is by and among TD Bank USA, National Association, a national bank with its main office in the State of Delaware (“TD Bank USA”), TD Bank, National Association, a national bank with its main office in the State of Delaware (“TD Bank,” and together with TD Bank USA, the “Depository Institutions”) and The Charles Schwab Corporation (“Schwab”). The Depository Institutions, Schwab and the Broker-Dealers (as defined below) are each a “party” and collectively, the “parties”. This Agreement shall become effective upon the Closing (as defined below) without any further action of any party hereto.
AGREEMENT AND PLAN OF MERGER dated as of November 24, 2019 by and among THE CHARLES SCHWAB CORPORATION, AMERICANO ACQUISITION CORP., and TD AMERITRADE HOLDING CORPORATIONMerger Agreement • November 29th, 2019 • Schwab Charles Corp • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 24, 2019, by and among The Charles Schwab Corporation, a Delaware corporation (“Parent”), Americano Acquisition Corp., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and TD Ameritrade Holding Corporation, a Delaware corporation (the “Company”).
STOCKHOLDER AGREEMENT dated as of November 24, 2019 by and between THE CHARLES SCHWAB CORPORATION and THE TORONTO-DOMINION BANKShareholder Agreement • November 29th, 2019 • Schwab Charles Corp • Security brokers, dealers & flotation companies • Delaware
STOCKHOLDER AGREEMENT (this “Agreement”), dated as of November 24, 2019, by and between The Charles Schwab Corporation, a Delaware corporation (the “Company”), and The Toronto-Dominion Bank, a Canadian chartered bank (the “Stockholder”).
