TERMINATION AND MUTUAL RELEASE AGREEMENTTermination and Mutual Release Agreement • August 9th, 2012 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
This Termination and Mutual Release Agreement (this “Agreement”) is made and entered into as of the 5th day of June, 2012 (the “Effective Date”), by and among Broadridge Financial Solutions, Inc. (“Broadridge Financial”), Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”), Broadridge Financial Solutions (Canada) Inc., (“Broadridge Canada” and, together with Broadridge Financial and Ridge, collectively “Broadridge”), Penson Worldwide, Inc. (“PWI”), Penson Financial Services, Inc. (“PFSI”) and Penson Financial Services Canada Inc. (“PFSC” and, together with PWI and PFSI, collectively “Penson”) (Broadridge, PWI, PFSC and PFSI is referred to each as a “Party” and collectively, as the “Parties”).
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....Letter Agreement • August 9th, 2012 • Broadridge Financial Solutions, Inc. • Services-business services, nec
Broadridge Financial Solutions, Inc. (“Broadridge”) and Penson Worldwide, Inc. (“Penson”) entered into a Master Services Agreement dated as of November 2, 2009, as amended or modified from time to time (collectively, and a full and complete copy of which is attached hereto, the “Penson MSA”). Pursuant to the Penson MSA, Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”, now known as Apex) and Penson Financial Services, Inc. (“PFSI”) entered into that certain Schedule A (United States) Service Bureau and Operations Support Services Schedule to the Penson MSA, dated as of November 2, 2009, as amended or modified from time to time (collectively, and a full and complete copy of which is attached hereto, the “U.S. MSA Schedule”, and collectively together with the Penson MSA, the “MSA Documents”). In connection with a series of transactions, including those described on the Term Sheet attached as Attachment 1 hereto (the “Term Sheet”), the securities clearing contracts of PFSI which were
PURCHASE AND SALE AGREEMENT BY AND AMONG BROADRIDGE FINANCIAL SOLUTIONS, INC., BROADRIDGE SECURITIES PROCESSING SOLUTIONS, INC. And APEX CLEARING HOLDINGS LLC Dated as of May 31, 2012Purchase and Sale Agreement • August 9th, 2012 • Broadridge Financial Solutions, Inc. • Services-business services, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of May 31, 2012, by and among Apex Clearing Holdings LLC, a Delaware limited liability company (“Transferee”), Broadridge Securities Processing Solutions, Inc., a Delaware corporation (“BSPS”) and Broadridge Financial Solutions, Inc., a Delaware corporation (“Broadridge” and, together with BSPS the “Transferor”). Capitalized terms used in this Agreement and not otherwise defined have the meanings specified in Section 1.1.
