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
AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”) is
made and entered into as of this 25 th day of June, 2010, among SAI Holdings, Inc. (“ SAI ”), Penson Financial
Services, Inc. (“ Penson ”), Broadridge Financial Solutions, Inc. (“ Broadridge ”), Ridge Clearing & Outsourcing
Solutions, Inc. (“ Ridge ”) and Penson Worldwide, Inc. (“ PWI ”) and the other signatories hereto.
W I T N E S S E T H:
WHEREAS, Penson has entered into an Asset Purchase Agreement with Broadridge, Ridge and PWI dated
November 2, 2009 (the “ Asset Purchase Agreement ”), pursuant to which Penson has agreed to acquire certain
assets and liabilities relating to certain of Ridge’s clearing operations (the “ Acquired Assets and Liabilities ”).
WHEREAS, Penson wishes to assign, transfer and convey, and SAI wishes to accept and assume, effective
immediately upon Closing, the Acquired Assets and Liabilities pursuant to the terms and conditions and subject to
the limitations set forth in this Agreement and Penson and SAI desire to evidence such conveyance of the
Acquired Assets and Liabilities.
WHEREAS, Broadridge, Ridge, SAI, Penson and PWI desire to make certain amendments to, and to clarify
certain provisions of, the Asset Purchase Agreement.
WHEREAS, Broadridge and PWI are parties to that certain Master Services Agreement, dated as of
November 2, 2009 (the “ Master Services Agreement ”) and pursuant to the Master Services Agreement, Ridge
and Penson have entered into that certain Schedule A (United States) Service Bureau Schedule to the Master
Services Agreement, dated as of November 2, 2009 (“ U.S. MSA Schedule ”), and Broadridge Financial
Solutions (Canada) Inc. (