AMENDMENT NO. 2 AND WAIVER TO STOCKHOLDERS AGREEMENTStockholders Agreement • August 11th, 2009 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware
This AMENDMENT NO. 2 AND WAIVER TO STOCKHOLDERS AGREEMENT (this “Amendment and Waiver”) is made and entered into this 3rd day of August 2009 by and among TD AMERITRADE Holding Corporation (the “Company”), the stockholders of the Company listed on the signature pages hereto under the heading “R Parties” (collectively, the “R Parties”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”), and TD Discount Brokerage Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of TD Bank (collectively with TD Bank, “TD”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement (defined below).
