AGREEMENT AND PLAN OF MERGER BY AND AMONG TD AMERITRADE HOLDING CORPORATION TANGO ACQUISITION CORPORATION ONE TANGO ACQUISITION CORPORATION TWO AND THINKORSWIM GROUP INC. Dated as of January 8, 2009Merger Agreement • January 12th, 2009 • Thinkorswim Group Inc. • Security brokers, dealers & flotation companies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of January 8, 2009 by and among TD AMERITRADE Holding Corporation, a Delaware corporation ("Parent"), Tango Acquisition Corporation One, a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub One"), Tango Acquisition Corporation Two, a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub Two" and together with Merger Sub One, the "Merger Subs"), and thinkorswim Group Inc., a Delaware corporation (the "Company"). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
