JOINDER AND WAIVER TO STOCKHOLDERS AGREEMENTJoinder and Waiver to Stockholders Agreement • August 17th, 2010 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware
Contract Type FiledAugust 17th, 2010 Company Industry JurisdictionThis JOINDER AND WAIVER TO STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into this 19th day of July 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 Discount Brokerage Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of TD Bank (“TD Holdings”), TD Discount Brokerage Acquisition LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of TD Bank (“TD Acquisition”), and TD Discount Brokerage Hedging LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of TD Bank (“TD Hedging” and, collectively with TD Bank, TD Holdings and TD Acquisition, “TD”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreem