TD AMERITRADE HOLDING CORPORATION 27,685,493 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 14th, 2017 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • New York
The stockholders named in Schedule B hereto (the “Selling Stockholders”) of TD Ameritrade Holding Corporation, a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the underwriters named in Schedule A hereto (the “Underwriters”), an aggregate of 27,685,493 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To the extent there is only a single underwriter listed on Schedule A, the term “Underwriters” shall mean such underwriter and Section 10 hereof shall not apply.
