TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 7th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Illinois
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 5, 2012, is entered into by and among Penson Financial Services, Inc., a North Carolina corporation and Nexa Technologies, Inc., a Delaware corporation (individually and collectively, “Penson”), and Apex Clearing Holdings LLC, a Delaware limited liability company (“Newco”), and Apex Clearing Corporation, a Delaware Corporation (“Apex”, and together with Newco and the Subsidiaries (as defined in the Assignment Agreement described below) of Newco, the “Newco Entities” and each a “Newco Entity”). Penson and the Newco Entities are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Except as set forth herein, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in that certain Assignment and Assumption Agreement, dated as of May 31, 2012 (the “Assignment Agreement”), between Penson Financial Services, Inc., Apex and Newco, pursuant to which Newco has
LIMITED LIABILITY COMPANY AGREEMENT OF APEX CLEARING HOLDINGS LLC A Delaware Limited Liability Company Dated as of May 31, 2012Limited Liability Company Agreement • June 7th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Illinois
This Limited Liability Company Agreement of Apex Clearing Holdings LLC (this “Agreement”), dated as of May 31, 2012, is executed and agreed to, for good and valuable consideration, by the Members (as defined below).
TERMINATION AND MUTUAL RELEASE AGREEMENTTermination and Mutual Release Agreement • June 7th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
This Termination and Mutual Release Agreement (this “Agreement”) is made and entered into as of the 5th day of June, 2012 (the “Effective Date”), by and among Broadridge Financial Solutions, Inc. (“Broadridge Financial”), Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”), Broadridge Financial Solutions (Canada) Inc., (“Broadridge Canada” and, together with Broadridge Financial and Ridge, collectively “Broadridge”), Penson Worldwide, Inc. (“PWI”), Penson Financial Services, Inc. (“PFSI”) and Penson Financial Services Canada Inc. (“PFSC” and, together with PWI and PFSI, collectively “Penson”) (Broadridge, PWI, PFSC and PFSI is referred to each as a “Party” and collectively, as the “Parties”).
CREDIT AGREEMENT dated as of June 5, 2012 between APEX CLEARING CORPORATION, as the Borrower and PENSON FINANCIAL SERVICES, INC., as the LenderCredit Agreement • June 7th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
CREDIT AGREEMENT, dated as of June 5, 2012, between Apex Clearing Corporation, a New York corporation, as the Borrower (the “Borrower”), and Penson Financial Services, Inc., a North Carolina limited liability company, as the Lender (the “Lender”).
ASSIGNMENT AND ASSUMPTION AGREEMENT by and among PENSON FINANCIAL SERVICES, INC., APEX CLEARING HOLDINGS LLC and APEX CLEARING SOLUTIONS LLC Dated as of May 31, 2012Assignment and Assumption Agreement • June 7th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of May 31, 2012, by and between Penson Financial Services, Inc., a North Carolina corporation (“Transferor”), and, Apex Clearing Holdings LLC, a Delaware limited liability company (“Newco”), and Apex Clearing Solutions LLC (“ACS”).
INDEMNITY & SUPPORT AGREEMENTSupport Agreement • June 7th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS INDEMNITY & SUPPORT AGREEMENT (this “Agreement”) is made as of May 31, 2012, among Penson Worldwide, Inc., a Delaware corporation, Nexa Technologies, Inc., a Delaware corporation, and SAI Holdings, Inc., a Texas corporation (each individually referred to herein as an “Indemnitor” and collectively as the “Indemnitors”) and Apex Clearing Holdings, LLC, a Delaware limited liability company (“Newco” or the “Indemnitee”). Capitalized terms used herein but not otherwise defined, shall have the meanings ascribed to such terms in the Assignment and Assumption Agreement referred to below.
