EXHIBIT 1.1 PENSON WORLDWIDE, INC. 7,465,759 Shares of Common Stock Underwriting AgreementPenson Worldwide Inc • May 9th, 2006 • Security brokers, dealers & flotation companies • New York
May 8, 2006Reorganization Agreement • May 9th, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
We refer to that certain Amended and Restated Loan Agreement dated as of April 30, 2001 (as has been amended, restated, modified or supplemented from time to time, the "Loan Agreement") between Guaranty Bank ("Bank") and SAI Holdings, Inc., a Texas corporation, formerly known as Service Asset Investments, Inc. ("Borrower") pursuant to which Bank extended credit and made certain advances to Borrower as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms as in the Loan Agreement. As security for the Obligations, (i) Borrower executed that certain Fifth Amended and Restated Stock Pledge Agreement dated as of October 4, 2004 the "Borrower Pledge Agreement") pledging that certain collateral described therein and (ii) Penson Worldwide, Inc., a Delaware corporation ("PWI"), executed that certain Amended and Restated Penson Worldwide Stock Pledge Agreement dated as of October 4, 2004 (the "Penson Worldwide Pledge Agreement," to
WITNESSETH: -----------Office Lease • May 9th, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
