ASSET PURCHASE AGREEMENT by and between SAI HOLDINGS, INC. and SCHONFELD SECURITIES, LLC dated as of November 20, 2006Asset Purchase Agreement • November 21st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS ASSET PURCHASE AGREEMENT is entered into as of November 20, 2006 by and between SAI HOLDINGS, INC., a Texas corporation (“Buyer”), and SCHONFELD SECURITIES, LLC, a New York limited liability company (the “Company”).
REGISTRATION RIGHTS AGREEMENT by and between PENSON WORLDWIDE, INC. and SCHONFELD SECURITIES, LLC dated as of November 20, 2006Registration Rights Agreement • November 21st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the 20th day of November, 2006, by and between Penson Worldwide, Inc., a Delaware corporation (the “Company”), and Schonfeld Securities, LLC, a New York limited liability company (the “Investor”).
PENSON WORLDWIDE, INC. STOCKHOLDER’S AGREEMENT’s Agreement • November 21st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS STOCKHOLDER’S AGREEMENT is made effective as of the 20th day of November, 2006 (the “Effective Date”), between Penson Worldwide, Inc., a Delaware corporation (the “Company”), and the Stockholder listed on the signature page hereto. All capitalized terms used in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix.
TERMINATION / COMPENSATION PAYMENT AGREEMENTCompensation Payment Agreement • November 21st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
For all purposes of this Agreement, the value of all of the PWI Stock issued to SSLLC and/or its designee pursuant to Sections 3.01(a) and (b) of the APA (calculated as of the date of each issuance pursuant to Section 3.01(b) of the APA) plus the aggregate amount of any cash payments made in lieu thereof pursuant to Sections 3.01(a) and (b) of the APA, attributable to the CPI generated by SchonCo shall be the sum of (i) $1,581,794, plus (ii) the product of:
UNCONDITIONAL GUARANTY AGREEMENTUnconditional Guaranty Agreement • November 21st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
This Guaranty Agreement (this “Guaranty”) is made as of the 20th day of November, 2006, by Schonfeld Group Holdings LLC, a Delaware limited liability company (“Guarantor”), in favor of each of SAI Holdings, Inc., a Texas corporation (“SAI”), and Penson Financial Services, Inc., a North Carolina corporation (“PFSI” and together with SAI, the “Companies”).
UNCONDITIONAL GUARANTY AGREEMENTUnconditional Guaranty Agreement • November 21st, 2006 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
This Unconditional Guaranty Agreement (this “Guaranty”) is made as of the 20th day of November, 2006, by Schonfeld Group Holdings LLC, a Delaware limited liability company (“Group”), Schonfeld Securities, LLC, a New York limited liability company (“SSLLC”), and Steven B. Schonfeld, in his individual capacity (“Schonfeld”, and together with Group and SSLLC, “Guarantors”), in favor of Penson Financial Services, Inc., a North Carolina corporation (“PFSI”).
