NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGAUGE. THIRD...Credit Agreement • March 15th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 6, 2011, is by and among PENSON WORLDWIDE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), REGIONS BANK, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender, and Letter of Credit Issuer and REGIONS CAPITAL MARKETS, a division of Regions Bank, as Lead Arranger and Bookrunner.
Re: Amendment to Amended and Restated Employment AgreementEmployment Agreement • March 15th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
This letter agreement (the “Amendment Agreement”) amends that certain Amended and Restated Employment Agreement between Penson Worldwide, Inc. (the “Company”) and Philip A. Pendergraft (“Executive”) dated as of December 31, 2008 (the “EA”).
CONFIDENTIAL January 31, 2012 Mr. Bill Yancey Colleyville, TX 76034 Via Personal Delivery Dear Bill:Indemnification Agreement • March 15th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Delaware
This letter proposes a separation agreement and general release (“Agreement”) between you and Penson Financial Services, Inc. (“Company”) relating to your employment with the Company. Your employment with the Company is terminated effective as of February 10, 2012 (“Termination Date”).
SHARE PURCHASE AGREEMENT BETWEEN PERSHING GROUP, LLC AND PENSON WORLDWIDE, INC. November 22, 2011Share Purchase Agreement • March 15th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2011 by and between Pershing Group, LLC, a Delaware limited liability company (“Buyer”), and Penson Worldwide, Inc., a Delaware corporation (“Seller”).
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE....Amendment Agreement • March 15th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS AMENDMENT AGREEMENT (this “Amendment Agreement”) is made and entered into as of the 11th day of October, 2011, among SAI Holdings, Inc. (“SAI”), Penson Financial Services, Inc. (“PFSI”), Penson Worldwide, Inc. (“PWI”), Penson Financial Services Ltd. (“PFSL”), Penson Financial Services Canada Inc. (“PFSC”), Broadridge Financial Solutions, Inc. (“Broadridge”), Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”), Broadridge Financial Solutions (Canada) Inc. (“Broadridge Canada”) and Ridge Clearing & Outsourcing Solutions Limited. (“Ridge UK”).
Re: Second Amendment of Employment LetterLetter Agreement • March 15th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • California
The employment letter agreement between you and Penson Worldwide, Inc. (“PWI”) dated as of August 26, 2002 (the “Employment Letter”) was amended on December 31, 2008 by letter agreement (the “Amendment Agreement”). This letter agreement (the “Second Amendment Agreement”) further amends the Employment Letter and supersedes the Amendment Agreement in its entirety.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 15th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
This EXECUTIVE EMPLOYMENT AGREEMENT (the “EA”) is made and entered into this 2nd day of February, 2012, by and among Bryce Engel (the “Executive”), a resident of Texas, and Penson Worldwide, Inc., a Delaware corporation (the “Company”).
