PENSON WORLDWIDE, INC. Purchase AgreementPurchase Agreement • April 30th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
Penson Worldwide, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 12.5% Senior Second Lien Secured Notes due 2017 (the “Notes”). The Securities will be issued pursuant to an Indenture to be dated as of May 6, 2010 (the “Indenture”) among the Company, SAI Holdings, Inc. (“SAI”) and Penson Holdings, Inc. (“Holdings” and together with SAI, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) and will be guaranteed on a senior second lien secured basis by each of the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”).
