REGISTRATION RIGHTS AGREEMENT by and among TD AMERITRADE HOLDING CORPORATION, THE TORONTO-DOMINION BANK, RODGER O. RINEY, as voting trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012 and THE OTHER STOCKHOLDERS DESCRIBED HEREIN Dated...Registration Rights Agreement • October 28th, 2016 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of [ ], 201[ ] by and among TD Ameritrade Holding Corporation, a Delaware corporation (the “Parent”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), the persons listed as Ricketts Stockholders on Exhibit B (collectively, the “Ricketts Stockholders”), Rodger O. Riney, as Voting Trustee (the “Voting Trustee”) of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012 (the “Trust”), created under the Voting Trust Agreement dated December 31, 2012, as amended on January 21, 2016 (the “Voting Trust Agreement”), and any Stockholder Transferee of the foregoing that becomes a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 28th, 2016 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware
This Subscription Agreement (this “Agreement”), is made as of October 24, 2016 by and among TD Ameritrade Holding Corporation, a Delaware corporation (the “Company”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”) and TD Luxembourg International Holdings S.à r.l., a Luxembourg company and wholly owned subsidiary of TD Bank (“TD Lux” and, together with TD Bank, the “TD Entities”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (defined below).
STOCKHOLDERS AGREEMENT Dated as of [ ]Stockholders Agreement • October 28th, 2016 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware
THIS STOCKHOLDERS AGREEMENT is made and entered into as of [ ], by and among TD Ameritrade Holding Corporation, a Delaware corporation (the “Company”), Rodger O. Riney, as Voting Trustee (in such capacity, the “Voting Trustee”) of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012 (the “Trust”), created under the Voting Trust Agreement dated December 31, 2012, as amended on January 21, 2016 (the “Voting Trust Agreement”), and any Permitted Transferee that becomes a party to this Agreement by executing and delivering a joinder to this Agreement in the form attached hereto as Exhibit A.
AMENDMENT NO. 1 TO INSURED DEPOSIT ACCOUNT AGREEMENTInsured Deposit Account Agreement • October 28th, 2016 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • New York
This Amendment No. 1 to the Insured Deposit Account Agreement referred to below, dated as of October 24, 2016 (this “Amendment”), is by and among TD Bank USA, National Association, a national bank with its main office in the State of Delaware (“TD Bank USA”), TD Bank, National Association, a national bank with its main office in the State of Delaware (“TD Bank,” and together with TD Bank USA, the “Depository Institutions”), TD Ameritrade, Inc., a corporation incorporated under the laws of the State of New York (“TDA”), TD Ameritrade Clearing, Inc., a corporation incorporated under the laws of the State of Nebraska (“TDAC”), TD Ameritrade Trust Company, a non-depository trust company duly incorporated in the State of Maine (“TDATC,” and together with TDA and TDAC, the “Ameritrade Companies”), TD Ameritrade Holding Corporation (“Ameritrade Parent”) and The Toronto-Dominion Bank, a Canadian chartered bank (“TD Parent”). Capitalized terms used but not defined herein shall have the meaning
AGREEMENT AND PLAN OF MERGER by and among SCOTTRADE FINANCIAL SERVICES, INC., RODGER O. RINEY, as voting trustee of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012, TD AMERITRADE HOLDING CORPORATION and ALTO ACQUISITION CORP. Dated as of...Agreement and Plan of Merger • October 28th, 2016 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2016 (this “Agreement”), by and among Scottrade Financial Services, Inc., a Delaware corporation (the “Company”), Rodger O. Riney, as Voting Trustee (the “Voting Trustee”) of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012 (the “Trust”), created under the Voting Trust Agreement dated December 31, 2012, as amended on January 21, 2016 (the “Voting Trust Agreement”), TD Ameritrade Holding Corporation, a Delaware corporation (“Parent”), and Alto Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).
The Toronto-Dominion Bank Toronto, ON M5K 1A2, Canada TD Luxembourg International Holdings S.à r.l. 46A Avenue J. F. Kennedy, First FloorLetter Agreement • October 28th, 2016 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware
This letter agreement (this “Agreement”) is being entered into by and among The Toronto-Dominion Bank (“TD Bank”), a Canadian chartered bank, TD Luxembourg International Holdings S.à r.l., a Luxembourg company and a direct, wholly owned subsidiary of TD Bank (“TD Lux” and collectively with TD Bank, “TD”), and TD Ameritrade Holding Corporation, a Delaware corporation (the “Company”), in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Scottrade Financial Services, Inc., Rodger O. Riney (“Founder CEO”), as Voting Trustee (in such capacity, the “Voting Trustee”) of the Rodger O. Riney Family Voting Trust U/A/D 12/31/2012 (the “Trust”), the Company and Alto Acquisition Corp., pursuant to which the Company and Founder CEO, in his capacity as Voting Trustee of the Trust, have agreed to enter into a stockholders agreement on or prior to the Closing Date (as defined in the Merger Agree
