AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENTStockholders Agreement • August 13th, 2010 • Toronto Dominion Bank • Commercial banks, nec • Delaware
This AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into this 6th day of August 2010 by and among TD AMERITRADE Holding Corporation (the “Company”), the stockholders of the Company listed on the signature pages hereto under the heading “R Parties” (collectively, the “R Parties”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”), TD Luxembourg International Holdings S.à r.l., a Luxembourg company and a direct, wholly-owned subsidiary of TD Bank (“TD Lux” and, together with TD Bank, “TD”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement (defined below).
July 28, 2010Stockholders Agreement • August 13th, 2010 • Toronto Dominion Bank • Commercial banks, nec
The parties to the Stockholders Agreement Dated as of June 22, 2005 By and among Ameritrade Holding Corporation, The Toronto-Dominion Bank and the other Parties thereto
DATED July 28, 2010 Among The Toronto-Dominion Bank As Subscriber And The Toronto-Dominion Bank acting as founder of TD Luxembourg International Holdings in process of incorporation As Issuer CONTRIBUTION AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • August 13th, 2010 • Toronto Dominion Bank • Commercial banks, nec • Luxembourg
The Toronto-Dominion Bank, a bank duly incorporated and validly existing under the laws of Canada, with its head office at P.O. Box I, Toronto Dominion Centre, King Street W. and Bay Street, Toronto, Ontario, Canada, M5K 1A2, (the “Subscriber”);
JOINT FILING AGREEMENTJoint Filing Agreement • August 13th, 2010 • Toronto Dominion Bank • Commercial banks, nec
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of TD Ameritrade Holding Corporation, a Delaware corporation, unless and until a Reporting Person shall give written notice to the other Reporting Persons that it wishes to make separate Schedule 13D filings. The undersigned hereby further agree that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
