MANAGEMENT STOCKHOLDERS’ AGREEMENT AMONG LPL INVESTMENT HOLDINGS INC. AND THE EXECUTIVES NAMED HEREIN DATED AS OF [•], 2010Management Stockholders’ Agreement • September 8th, 2010 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENT dated as of [•], 2010 among LPL Investment Holdings Inc., a Delaware corporation (the “Company”) and Stephanie L. Brown, Mark S. Casady, William E. Dwyer III, Robert J. Moore and Esther M. Stearns (each an “Executive” and collectively, the “Executives”).
STOCKHOLDERS’ AGREEMENT AMONG LPL INVESTMENT HOLDINGS INC. AND THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES DATED AS OF [•], 2010Stockholders’ Agreement • September 8th, 2010 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
STOCKHOLDERS’ AGREEMENT dated as of [•], 2010 among LPL Investment Holdings Inc., a Delaware corporation (“LPL”), Hellman & Friedman Capital Partners V, L.P. (“H&F Capital Partners”), Hellman & Friedman Capital Partners V (Parallel), L.P. (“H&F Parallel”), Hellman & Friedman Capital Associates V, L.P. (“H&F Capital Associates”) and TPG Partners IV, L.P. (“TPG”), together with their respective transferee Affiliates who sign a Joinder Agreement contemplated by Section 6.4 (collectively, the “Sponsors”), and Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P. and Farallon Capital Institutional Partners III, L.P. (each, individually a “Farallon Holder” and collectively, the “Farallon Holders”), together with their respective transferee Affiliates who sign a Joinder Agreement contemplated by Section 6.4 (the Farallon Holders together with the Sponsors, the “Stockholders”).
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 8th, 2010 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT (this “Amendment”) dated as of [•], 2010, is made by and among LPL Holdings Inc., a Massachusetts corporation (the “Company”), LPL Investment Holdings Inc., a Delaware corporation (“LPL”), Hellman & Friedman Capital Partners V, L.P. (“H&F Capital Partners”), Hellman & Friedman Capital Partners V (Parallel), L.P. (“H&F Parallel”), Hellman & Friedman Capital Associates V, L.P. (“H&F Capital Associates”) and TPG Partners IV, L.P. (“TPG”), together with their respective Permitted Transferees (collectively, the “Sponsors”), Todd A. Robinson, James S. Putnam TTEE for Putnam Family Trust Dated 1-6-99 Separate Property Trust, and Lois and David H. Butterfield (the “Founders”), and the undersigned Managers Beneficially Owning at least a majority of the Shares owned by Managers on the date hereof. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Original Agreement.
