AGREEMENT OF SALE AND PURCHASE between THE TORONTO-DOMINION BANK and AMERITRADE HOLDING CORPORATION dated as of June 22, 2005Agreement of Sale and Purchase • June 28th, 2005 • Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware
THIS AGREEMENT OF SALE AND PURCHASE (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is entered into as of June 22, 2005 between The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), and Ameritrade Holding Corporation, a Delaware corporation (“Ameritrade”).
VOTING AGREEMENT BY AND AMONG THE TORONTO-DOMINION BANK, THE PARTIES LISTED ON SCHEDULE A HERETO AND (SOLELY FOR PURPOSES OF SECTIONS 4.5 AND 5.2 HEREOF) AMERITRADE HOLDING CORPORATION DATED AS OF JUNE 22, 2005Voting Agreement • June 28th, 2005 • Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware
VOTING AGREEMENT, dated as of June 22, 2005 (this “Agreement”), by and among The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), the individuals and entities set forth on Schedule A hereto under the heading “R Parties” (collectively, the “R Parties”), the entities set forth on Schedule A hereto under the heading “TA Entities” (collectively, the “TA Investors”), the entities set forth on Schedule A hereto under the heading “SLP Entities” (collectively, the “SLP Investors” and, together with the TA Investors, the “Private Equity Investors”) (each of the R Parties, each of the TA Investors, and each of the SLP Investors, a “Stockholder”, and collectively, the “Stockholders”), and, solely for the purposes of Sections 4.5 and 5.2 hereof, Ameritrade Holding Corporation, a Delaware corporation (“Ameritrade”).
