PENSON WORLDWIDE, INC. Purchase AgreementA Purchase Agreement • May 29th, 2009 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
Penson Worldwide, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. and Morgan Keegan & Company, Inc. (the “Initial Purchasers”), as listed in Schedule 1 hereto, $50,000,000 principal amount of its 8.0% Convertible Senior Notes due 2014 (the “Firm Securities”). The Firm Securities will be issued pursuant to an Indenture to be dated as of June 3, 2009 (the “Indenture”) among the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $10,000,000 principal amount of its 8.0% Convertible Senior Notes due 2014 (the “Additional Securities”) if and to the extent that the Initial Purchaser shall have determined to exercise the right to purchase such Additional Securities granted to the Initial Purchasers in Section 1 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Secur
