Exhibit 2.4
  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.




---



##### 



ARTICLE I DEFINITIONS
    
    
    11.1 Definitions
    
    
    11.2 Other Defined Terms
    
    
    8ARTICLE II PURCHASE AND SALE
    
    
    102.1 Purchase and Sale of the Purchased Assets
    
    
    102.2 Excluded Assets
    
    
    112.3 Assumed Liabilities
    
    
    112.4 Excluded Liabilities
    
    
    112.5 Purchase Price
    
    
    122.6 Purchase Price Adjustments
    
    
    122.7 Allocation
    
    
    182.8 Consents
    
    
    192.9 Closing Assigned Contracts
    
    
    202.10 Closing Other Purchased Assets
    
    
    20ARTICLE III CLOSING
    
    
    203.1 Closing Date
    
    
    203.2 Deliveries by Seller at the Closing
    
    
    203.3 Deliveries by Buyer at the Closing
    
    
    21ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER
    
    
    224.1 Organization and Good Standing
    
    
    224.2 Authority and Enforceability
    
    
    224.3 No Conflicts; Consents
    
    
    234.4 Taxes
    
    
    234.5 Compliance with Law
    
    
    244.6 Title to Personal Property
    
    
    244.7 Absence of Certain Changes or Events
    
    
    244.8 Contracts
    
    
    254.9 Litigation
    
    
    254.10 Customers
    
    
    254.11 Broker-Dealer
    
    
    264.12 Investment Representations
    
    
    284.13 Sufficiency of Purchased Assets
    
    
    29ARTICLE V REPRESENTATIONS AND WARRANTIES OF PW AND BUYER
    
    
    295.1 Organization and Good Standing
    
    
    295.2 Authority and Enforceability
    
    
    305.3 Issuance of Shares
    
    
    305.4 No Conflicts; Consents
    
    
    305.5 Litigation
    
    
    315.6 Financial Statements; No PW Material Adverse Effect
    
    
    315.7 No Default
    
    
    315.8 Insurance
    
    
    31




---



##### 



5.9 Taxes
    
    
    315.10 Capitalization
    
    
    325.11 Disclosure
    
    
    335.12 Compliance with Laws
    
    
    335.13 Leverage Calculation Under Credit Agreement Amendment
    
    
    33ARTICLE VI COVENANTS OF PARENT AND SELLER
    
    
    336.1 Conduct of Business
    
    
    336.2 Negative Covenants
    
    
    346.3 Access to Information; Investigation
    
    
    346.4 Confidentiality
    
    
    356.5 Release of Liens
    
    
    356.6 Consents
    
    
    356.7 Notification of Certain Matters
    
    
    356.8 Restrictive Covenant
    
    
    366.9 No Negotiation
    
    
    36ARTICLE VII COVENANTS OF THE PARTIES
    
    
    367.1 Regulatory Approvals
    
    
    367.2 Public Announcements
    
    
    377.3 Customer Communications
    
    
    377.4 Employees
    
    
    387.5 Taxes
    
    
    407.6 Bulk Sales Laws
    
    
    417.7 Discharge of Business Obligations After Closing
    
    
    417.8 Access to Books and Records
    
    
    417.9 Financing
    
    
    427.10 Cooperation with Preparation of PW Audited Financials
    
    
    427.11 Further Assurances
    
    
    427.12 Payment of Termination Fees
    
    
    427.13 Vendor Contracts
    
    
    43ARTICLE VIII CONDITIONS TO CLOSING
    
    
    438.1 Conditions to Obligations of the Parties
    
    
    438.2 Conditions to Obligation of PW and Buyer
    
    
    438.3 Conditions to Obligation of Parent and Seller
    
    
    45ARTICLE IX TERMINATION
    
    
    469.1 Termination
    
    
    469.2 Effect of Termination
    
    
    479.3 Remedies
    
    
    47ARTICLE X INDEMNIFICATION
    
    
    4710.1 Survival
    
    
    4710.2 Indemnification by Parent and Seller
    
    
    4810.3 Indemnification by PW and Buyer
    
    
    4910.4 Indemnification Procedures for Third Party Claims
    
    
    50
 ii




---



##### 



10.5 Indemnification Procedures for Non-Third Party Claims
    
    
    5210.6 Effect of Investigation; Waiver
    
    
    5210.7 Other Rights and Remedies
    
    
    5310.8 Tax Treatment of Indemnification Payments
    
    
    53ARTICLE XI MISCELLANEOUS
    
    
    5311.1 Notices
    
    
    5311.2 Amendments and Waivers
    
    
    5411.3 Expenses
    
    
    5511.4 Successors and Assigns
    
    
    5511.5 Governing Law
    
    
    5511.6 Waiver of Jury Trial
    
    
    5511.7 Obligations of PW and Parent
    
    
    5511.8 Counterparts
    
    
    5511.9 Third Party Beneficiaries
    
    
    5611.10 Entire Agreement
    
    
    5611.11 Captions
    
    
    5611.12 Severability
    
    
    5611.13 Specific Performance
    
    
    5611.14 Interpretation
    
    
    5611.15 Independent Investigation
    
    
    57
 iii




---



##### 



Exhibit A
    
    Outsourcing AgreementExhibit B
    
    Form of Seller NoteExhibit C
    
    Bill of Sale and Assignment and Assumption AgreementExhibit D
    
    Joint Selling AgreementExhibit E
    
    Stockholders and Registration Rights AgreementExhibit F
    
    Form of Backstop Note
  Schedule 2.1(a)
    
    Assigned ContractsSchedule 2.1(e)
    
    Other Purchased AssetsSchedule 7.4(a)
    
    Business Employees For Which No Access GrantedSchedule 7.13
    
    Vendor Contracts
 Seller Disclosure ScheduleSection 4.1
    
    JurisdictionsSection 4.3(a)
    
    ConsentsSection 4.8
    
    ContractsSection 4.9
    
    LitigationSchedule 4.11(a)
    
    Broker-DealerBuyer Disclosure ScheduleSection 5.4(b)
    
    AuthorizationSection 5.5
    
    LitigationSection 5.8
    
    Insurance
 iv




---



##### 



Agreement PW Buyer Parent Seller
 Business
 Outsourcing Agreement
     Definitions
 Affiliate
 Aggregate Share Value
 Ancillary Agreements
 Applicable Law




---



##### 



Authorization
 Benefit Plan
 Binding Arbitrator
 Books and Records
 Business Authorizations
 Business Day
 Business Employee
 Capital Stock
 Charter Documents
 2




---



##### 



Code
 Contract
 ERISA
 Exchange Act
 FINRA
 GAAP
 Governmental Entity
 HSR Act
 Indebtedness
 Indemnitee
 Indemnitor
 Internal Control Event
 3




---



##### 



IRS
 Knowledge
 Law
 Liabilities
 Lien
 Loss Losses
 Measurement Price
 Net Revenue
 4




---



##### 



Non-Recurring Revenues
 Notice of Objection
 Order
 Other Antitrust Laws
 Permitted Liens
 Person
 PW Financial Statements
 PW Material Adverse Effect
 5




---



##### 



Records
 Reference Period
 Run-Rate Revenue provided however Once Yearly Revenue
 SEC
 SEC Filings 2008 Form 10-K
 Seller Benefit Plans
 Seller Correspondent
 6




---



##### 



Seller Material Adverse Effect
 SRO
 Stub Reference Period
 Subsidiary Subsidiaries
 Tax Taxes
 Tax Returns
 Taxing Authority
 Termination Fee
 $
 7




---



##### 



Other Defined Terms
 Action
    
    4.9Agreement
    
    PreambleAllocation Statement
    
    2.7Applicable Survival Period
    
    10.1(d)Assigned Contracts
    
    2.1(a)Assumed Liabilities
    
    2.3Backstop Note
    
    3.2(g)Backstop Note Notice
    
    7.9Base Run-Rate Revenue
    
    2.6(d)(i)(A)Bill of Sale and Assignment and Assumption Agreement
    
    3.2(a)Business
    
    PreambleBuyer
    
    PreambleBuyer Closing Certificate
    
    8.3(c)Buyer Disclosure Schedule
    
    Article VBuyer Indemnitees
    
    10.2(a)Buyer Plan
    
    7.4(l)Buyer Welfare Plan
    
    7.4(m)Buyer Warranty Losses
    
    10.2(b)Cash Payment
    
    10.2(c)Change In Circumstance
    
    2.9Closing
    
    3.1Closing Assigned Contracts Schedule
    
    2.9Closing Other Purchased Assets Schedule
    
    2.10Closing Date
    
    3.1Closing Run-Rate Revenue
    
    2.6(d)(i)(B)Closing Run-Rate Revenue Statement
    
    2.6(d)(i)(C)COBRA
    
    7.4(i)Confidentiality Agreement
    
    6.3Consents
    
    4.3(a)Conversion Agreement
    
    3.2(h)Credit Agreement
    
    5.13DOJ
    
    7.1(a)Early Termination Amount
    
    2.6(g)Excluded Assets
    
    2.2Excluded Contracts
    
    2.9Excluded Liabilities
    
    2.4Final Run-Rate Revenue
    
    2.6(d)(i)(D)FTC
    
    7.1(a)Independent Expert
    
    2.6(l)Investment Advisers Act
    
    4.11(g)(i)Live Date
    
    2.6(d)(i)(E)Marketing Agreement
    
    3.2(e)New Contract
    
    2.9
 8




---



##### 



Non-Revenue Assigned Contract
    
    2.6(e)(i)(A)Non-Revenue Contract Adjustment Amount
    
    2.6(e)(ii)Note
    
    2.5(b)Note Principal True-Up Amount
    
    2.6(j)Notice of Claim
    
    10.4(a)Outsourcing Agreement
    
    PreambleParent
    
    PreamblePersonal Property
    
    4.6Plans
    
    4.11(h)Post-Closing Reference Period
    
    2.6(e)(i)(B)Post-Closing Run-Rate Revenue
    
    2.6(e)(i)(C)Post-Closing Run-Rate Revenue Statement
    
    2.6(e)(i)(D)Post-Closing Tax Period
    
    7.5(b)Pre-Closing Reduced Revenue Contract Adjustment Amount
    
    2.6(h)Pre-Closing Tax Period
    
    7.5(b)Purchase Price
    
    2.5(a)Purchase Price Adjustment
    
    2.6(a)Purchased Assets
    
    2.1PW
    
    PreamblePW Common Stock
    
    5.10(b)Reduced Revenue Contract Adjustment Amount
    
    2.6(i)Regulatory Agreement
    
    4.11(d)Representatives
    
    6.3Restricted Contract
    
    2.8(a)Restricted Contract Amount
    
    2.6(k)Review Period
    
    2.6(d)(i)(F)Section 1060 Forms
    
    2.7Securities Act
    
    4.12(a)Seller
    
    PreambleSeller Closing Certificate
    
    8.2(c)Seller Disclosure Schedule
    
    Article IVSeller Employees
    
    7.4(f)Seller Group
    
    4.4(a)Seller Indemnitees
    
    10.3(a)Seller Policies and Procedures
    
    4.11(e)Seller Warranty Losses
    
    10.3(b)Shares
    
    2.5(b)Special Seller Correspondent
    
    2.6(f)Special Seller Correspondent Early Termination Amount
    
    2.6(f)Stockholders and Registration Rights Agreement
    
    3.2(f)Stub Seller Correspondent
    
    2.6(d)(i)(G)Stub Seller Correspondent Adjustment Amount
    
    2.6(d)(iv)Third Amendment
    
    5.13Third Party Claim
    
    10.4(a)Third Party Defense
    
    10.4(b)Third Party Financing
    
    7.9
 9




---



##### 



Transferred Employees
    
    7.4(b)Transfer Tax
    
    7.5Working Capital Funding
    
    7.9
   Purchase and Sale of the Purchased Assets
 Assigned Contracts
        10




---



##### 



Purchased Assets
 Excluded Assets Excluded Assets
 Assumed Liabilities Assumed Liabilities
 Excluded Liabilities Excluded Liabilities
     11




---



##### 



Purchase Price
 Purchase Price
  Note
 Shares
 Purchase Price Adjustments
 Purchase Price Adjustment
      12




---



##### 



provided
   Base Run-Rate Revenue
 Closing Run-Rate Revenue
 Closing Run-Rate Revenue Statement
 13




---



##### 



Final Run-Rate Revenue
 Live Date
 Review Period
 Stub Seller Correspondent
   Stub Seller Correspondent Adjustment Amount
   Non-Revenue Assigned Contract
 14




---



##### 



Post-Closing Reference Period
 Post-Closing Run-Rate Revenue
 Post-Closing Run-Rate Revenue Statement
 Non-Revenue Contract
Adjustment Amount
  Special Seller Correspondent Early Termination Amount Special Seller Correspondent
 15




---



##### 



Early
Termination Amount
 Pre-Closing Reduced Revenue Contract Adjustment Amount
 Reduced Revenue Contract Adjustment Amount
 16




---



##### 



Note Principal True-Up Amount
   Restricted Contract Amount
    17




---



##### 



Independent Expert provided
 Allocation
 Allocation Statement
  Section 1060
Forms
 18




---



##### 



Consents
 Restricted Contract
 provided
  19




---



##### 



Closing Assigned Contracts Excluded Contracts Closing Assigned Contracts Schedule New Contract Change In Circumstance
 Closing Other Purchased Assets Closing Other Purchased Assets Schedule
   Closing Date Closing provided Closing Date
 Deliveries by Seller at the Closing
  20




---



##### 



Bill of Sale and Assignment and Assumption Agreement
 Selling Agreement
 Stockholders and Registration Rights Agreement
 Backstop Note
 Conversion
Agreement
      Deliveries by Buyer at the Closing
     21




---



##### 



Seller Disclosure Schedule
 Organization and Good Standing
 Authority and Enforceability
 22




---



##### 



No Conflicts; Consents
 Consents
  Taxes
 Seller Group
 23




---



##### 



Compliance with Law
 Title to Personal Property Personal Property
 Absence of Certain Changes or Events
      24




---



##### 



Contracts
 Litigation Action
 Customers
    25




---



##### 



Broker-Dealer
    Regulatory Agreement
 26




---



##### 



Seller Policies and Procedures
   Investment Advisers Act
   Plans
  27




---



##### 



Investment Representations
 Securities Act
 28




---



##### 



Sufficiency of Purchased Assets
     Buyer Disclosure Schedule
 Organization and Good Standing
 29




---



##### 



Authority and Enforceability
 Issuance of Shares
 No Conflicts; Consents
   30




---



##### 



Litigation
 Financial Statements; No PW Material Adverse Effect
     No Default
 Insurance
 Taxes
  31




---



##### 



Capitalization
  PW Common
Stock
  32




---



##### 



Disclosure
 Compliance with Laws
 Leverage Calculation Under Credit Agreement Amendment Credit Agreement Third Amendment
   Conduct of Business
  provided
 33




---



##### 



Negative Covenants
       Access to Information; Investigation Confidentiality Agreement Representatives
 34




---



##### 



provided
 Confidentiality provided
 Release of Liens
 Consents provided
 Notification of Certain Matters , provided however
 35




---



##### 



Restrictive Covenant
   No Negotiation
   Regulatory Approvals
 FTC DOJ
 36




---



##### 



Public Announcements provided however provided further
 Customer Communications
 37




---



##### 



Employees
  Transferred
Employees
    Seller Employees
 38




---



##### 



COBRA provided
   Buyer Plans
  39




---



##### 



Buyer Welfare Plans provided
 Taxes
 Transfer Tax
 Pre-Closing Tax Period Post-Closing Tax Period
 40




---



##### 



Bulk Sales Laws provided however
 Discharge of Business Obligations After Closing
   Access to Books and Records provided however
 41




---



##### 



Financing Third Party Financing Working Capital Funding provided however Backstop
Note Notice
 Cooperation with Preparation of PW Audited Financials
 Further Assurances
 Payment of Termination Fees
 42




---



##### 



provided
 Vendor Contracts
   Conditions to Obligations of the Parties
   Conditions to Obligation of PW and Buyer
  43




---



##### 



Seller Closing Certificate
          44




---



##### 



Conditions to Obligation of Parent and Seller
   Buyer Closing Certificate
    45




---



##### 



Termination
    provided provided further
         46




---



##### 



Effect of Termination provided however
 Remedies provided however
   Survival
    Applicable Survival Period
 47




---



##### 



Indemnification by Parent and Seller
 Buyer Indemnitees
       Buyer Warranty Losses provided however provided further
 48




---



##### 



Cash Payment provided however provided further
 Indemnification by PW and Buyer
 Seller Indemnitees
     Seller
Warranty Losses
 49




---



##### 



Indemnification Procedures for Third Party Claims
 Third Party Claim Notice of Claim
 Third Party Defense
    50




---



##### 



provided that provided
  51




---



##### 



provided however
 provided
 Indemnification Procedures for Non-Third Party Claims
 Effect of Investigation; Waiver
 52




---



##### 



Other Rights and Remedies
 provided however
    Tax Treatment of Indemnification Payments
   Notices
 53




---



##### 



Amendments and Waivers
   54




---



##### 



Expenses
 Successors and Assigns
 Governing Law
 Waiver of Jury Trial
 Obligations of PW and Parent
 Counterparts
 55




---



##### 



Third Party Beneficiaries
 Entire Agreement
 Captions
 Severability
 Specific Performance
 Interpretation
    56




---



##### 



Independent Investigation
 provided however
  57




---



##### 



provided however
  58




---



##### 



PENSON WORLDWIDE, INC.By:
    
    /s/ Daniel P. SonName: Daniel P. SonTitle: PresidentPENSON FINANCIAL SERVICES, INC.By:
    
    /s/ Daniel P. SonName: Daniel P. SonTitle: PresidentBROADRIDGE FINANCIAL SOLUTIONS, INC.By:
    
    /s/ John HoganName: John HoganTitle: PresidentRIDGE CLEARING & OUTSOURCING SOLUTIONS, INC.By:
    
    /s/ Joseph BarraName: Joseph BarraTitle: President




---



##### 



Exhibit A




---



##### 



Exhibit B




---



##### 



1 o
  Prepayments Optional Prepayment
 Negative Covenants
 Mergers and Consolidations
 Liens
 (A)
    
    Liens existing on the date hereof;
 
 1
    
    Note to be executed by Ridge Clearing & Outsourcing Solutions, Inc. (Seller), or an affiliate of Seller (as
determined by Seller).




---



##### 



(B)
    
    Liens securing the Credit Agreement (including
any modification, replacement, renewal or extension of any such Lien in
connection with the modification, renewal, replacements, extension,
amendment or amendment and restatement of the Credit Agreement);(C)
    
    Liens permitted by the Credit Agreement;(D)
    
    Liens securing Cash Management Obligations,
Hedging Agreements and other Indebtedness in respect of netting
services, automatic clearinghouse arrangements, overdraft protections,
employee credit card programs and other cash management and similar
arrangements in the ordinary course of business and any guarantees
thereof;(E)
    
    Liens arising from judgments or orders for the
payment of money;(F)
    
    Liens (I) on cash advances in favor of the
seller of any property to be acquired in an investment to be applied
against the purchase price for such investment or (II) consisting of an
agreement to dispose of any property;(G)
    
    Liens existing on property at the time of its
acquisition or existing on the property of any Person at the time such
Person becomes a Subsidiary;(H)
    
    Liens in connection with any sale-leasebacks;(I)
    
    Liens in connection with any credit facility or
other lending arrangement entered into by a Regulated Subsidiary to
finance operations in the ordinary course of business;(J)
    
    Liens on assets of a Regulated Subsidiary
resulting from the lending of securities and repurchase and reverse
repurchase agreements;(K)
    
    Liens for taxes, fees, assessments or other
governmental charges or levies, either not delinquent or being
contested in good faith by appropriate proceedings;(L)
    
    Liens of materialmen, mechanics, warehousemen,
carriers or employees or other similar Liens arising by operation of
law in the ordinary course of business;(M)
    
    Liens consisting of deposits or pledges to
secure the performance of bids, trade contracts, leases, public or
statutory obligations, or other obligations of a like nature incurred
in the ordinary course of business;(N)
    
    Liens upon or in any assets acquired or held to
secure the purchase price of such assets or Indebtedness incurred for
the purpose of financing the acquisition of such assets to secure
Indebtedness not exceeding
   -2-




---



##### 



in each case, provided that the Liens are restricted to such
assets and the proceeds thereof; it being understood that any Lien
that was permitted to be incurred as of the date of incurrence shall
not violate subsection (y) solely as a result of a subsequent decline
in the Issuers net revenues;(O)
    
    restrictions and other minor encumbrances on
real property which do not in the aggregate materially impair the use
or value of such property;(P)
    
    the rights of licensors or lessors of property
under the license or lease agreements related thereto;(Q)
    
    Liens which constitute rights of set-off or
bankers liens or securities intermediaries liens whether arising by
operation of law or by contract; and(R)
    
    the modification, replacement, renewal or
extension of any Lien permitted under this Section 3(b) (other than
Section 3(b)(B)).
 Convertible Notes.
 Events of Default
    provided however
   -3-




---



##### 



provided however
 Guarantees
 Adjustment of Principal Amount in Certain Cases
   Successors and Assigns
 Definitions
   -4-




---



##### 



et seq
             -5-




---



##### 



-6-




---



##### 



provided however
     2
   
 2
    
    To be dated the 5th anniversary of the
closing date. -7-




---



##### 



Miscellaneous.
 Subordination Agreement
     -8-




---



##### 



PENSON WORLDWIDE, INC.By:Name:Title:[PAYEE]By:Name:Title:
 -9-




---



##### 



Grid for Recording Adjusted Amount
 Amount of Increase (Decrease) toDate
    
    Principal Amount
    
    Adjusted Amount
    
    Entered By
 -10-




---



##### 



Exhibit C




---



##### 



BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
 BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT Agreement  Seller Buyer
  PW Parent Asset Purchase Agreement
   Sale and Transfer of Purchased Assets
 Assignment of Assigned Contracts
 Assumption of Liabilities
 Construction




---



##### 



No Third Party Beneficiaries
 Assignment
 Amendments and Waivers
 Incorporation by Reference mutatis mutandis
 Entire Agreement
 Counterparts
  2




---



##### 



SELLERRIDGE CLEARING & OUTSOURCING 
SOLUTIONS, INC.By:Name:Title:BUYERPENSON FINANCIAL SERVICES, INC.By:Name:Title:




---



##### 



Exhibit D




---



##### 



JOINT SELLING AGREEMENT
 Effective Date Penson Broadridge Ridge Party Parties
 Asset Purchase
Agreement Buyer
 Outsourcing Agreement
 Clearing and Outsourcing Services
   1.
    
    SERVICES. The Parties agree to use their reasonable efforts to cooperate in offering any
services and making any proposals provided in accordance with this Agreement. Each Party may
use its sales force to initiate and qualify sales leads for prospects for the Clearing and
Outsourcing Services. In cases where a Party is not interested in a lead from the other
Party, such other Party is free to pursue the opportunity alone (except as prohibited in the
Asset Purchase Agreement) or in combination with others, without obligation to the
uninterested Party. Broadridge and Ridge shall provide to Penson and Penson shall provide to
Broadridge and Ridge the services described in Schedule Aattached hereto (the Services).
Neither party shall enter into or perform under a joint selling or other similar agreement
with a correspondent clearing firm with respect to Clearing and Outsourcing Services
substantially similar to this Agreement during the term of this Agreement.
 2.
    
    SELLING PRACTICES.
 (a)
    
    Neither Party shall make, publish or distribute or cooperate with any third
party in making, publishing or distributing any public announcement, press releases,
advertising, marketing, promotional or other materials (whether in print, on a website,
electronically or




---



##### 



otherwise) (Materials) that use the other Partys name, logos, or trademarks with
regard to the execution or performance of this Agreement or otherwise, without the
prior written approval of such other Party. The Parties shall provide and designate
such Materials that may be used in connection with this Agreement and the alliance
contemplated hereby.
 (b)
    
    Both Parties agree to (i) conduct business in a manner that reflects favorably
on the good name, goodwill and reputation of the other Party, (ii) not engage in
deceptive, misleading or unethical practices that are or might be detrimental to the
other Party, (iii) not make any false or misleading representation with regard to the
other Party or its products, (iv) not publish or utilize or cooperate in the
publication or utilization of any misleading or deceptive advertising material that
relates in any way to the other Party and its products, (v) not make any representation
or warranty to anyone with respect to the specifications, features or capabilities of
the other Partys products that are inconsistent with the literature distributed by the
other Party, including all disclaimers contained in such literature, (vi) not make any
warranty or representation to anyone that would give the recipient any claim of action
against the other Party, and (vii) not bind or attempt to bind the other Party, or
create any obligation, express or implied, on behalf of the other Party and neither
Party is authorized to do so under this Agreement.
 3.
    
    RESERVATION OF RIGHTS. The Parties acknowledge and agree that each Party will retain all
right, title and interest in and to its products, services, trademarks, logos, tradenames, and
all content, information and other materials on its website(s), and nothing contained in this
Agreement will be construed as conferring upon such Party, by implication, operation of law or
otherwise, any other license or right, except as specifically provided in this Agreement.
 4.
    
    CONFIDENTIAL INFORMATION. The disclosure and use of any confidential information exchanged
by the Parties is governed by the terms of the Asset Purchase Agreement.
 5.
    
    RELATION OF THE PARTIES. This Agreement and the relationships between the Parties
established hereby does not constitute a partnership, joint venture, agency, or contract of
employment between them.
 6.
    
    FEES. The Fees for such Services are described in Schedule B attached hereto.
 7.
    
    TERM. This Agreement shall commence on the Effective Date and shall continue on a term
contemporaneously with the Outsourcing Agreement. .
 8.
    
    HEADINGS. Paragraph headings in this Agreement are included for convenience only and are not
to be used to construe or interpret this Agreement.
 9.
    
    GOVERNING LAW. This Agreement shall be governed by, and provisions shall be construed in
accordance with, the laws of the State of New York. Any disputes relating to or arising from
this Agreement shall be subject to the dispute resolution procedures set forth in the Asset
Purchase Agreement.
 -2-




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PENSON WORLDWIDE, INC.By:Name:TitleBROADRIDGE FINANCIAL SOLUTIONS, INC.By:Name:Title:RIDGE CLEARING & OUTSOURCING SOLUTIONS, INC.By:Name:Title -3-




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SERVICES
 1.
    
    Broadridge and Ridge Services. Subject to Section 1 of the Agreement, Broadridge and
Ridge will take advantage of opportunities to:
 (a)
    
    generate leads for Pensons clearing offering among Broadridge prospects or
existing clients that seek a correspondent clearing solution; and(b)
    
    offer Pensons Nexa products to its global customers and prospects.
 2.
    
    Penson Services. Subject to Section 1 of the Agreement, Penson will take advantage
of opportunities to:
 (a)
    
    generate leads for (i) Ridges outsourcing solutions for self-clearing broker
dealers and (ii) Broadridges securities processing solutions for self-clearing broker
dealers, among Pensons prospects or existing correspondent clearing clients that seek
a self-clearing solution; and(b)
    
    generate leads for Broadridges other processing and investor communications
solutions.
 A-1




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FEES
 3.
    
    Fees Paid by [Broadridge or Ridge]:
 (a)
    
    If Penson refers an existing correspondent to [Broadridge or Ridge] and that
correspondent elects to self clear, enabled by [Broadridges or Ridges] outsourcing or
processing solutions, [Broadridge or Ridge] shall pay Penson a finders fee, the amount
of which will be [     ]1.(b)
    
    If Penson refers a prospect to [Broadridge or Ridge] that purchases any related
processing or investor communications solutions from [Broadridge or Ridge], [Broadridge
or Ridge] shall pay Penson a finders fee, the amount of which will be [     ]2.
 4.
    
    Fees Paid by Penson: If [Broadridge or Ridge] refers a current or prospective
customer or client to Penson and that customer or client elects to purchase any Nexa products,
then Penson shall pay [Broadridge or Ridge] a finders fee, the amount of which will be [     ]3
 
 1
    
    Amount to be mutually agreed by the
Parties.2
    
    Amount to be mutually agreed by the
Parties.3
    
    Amount to be mutually agreed by the
Parties. -2-




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EXHIBIT E




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PENSON WORLDWIDE, INC.
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT
 Effective Date Company 1 Stockholder
 AGREEMENT
  A. TRANSFER AND REGISTRATION RIGHTS
 Restriction on Transfer.
  Registration Rights.
 Demand Registration.
 Request for Registration
 
 1
    
    Insert Ridge Clearing & Outsourcing Solutions, Inc.
or an Affiliate thereof.




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Long-Form Registration Short-Form
Registration
  Limitations on Demand Registrations
 Underwriting
 Other Shareholders
 2




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provided, however
 Piggyback Registration.
    3




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Underwriting
 Number
 Expenses of Registration provided
 4




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Other Registration Requests.
 Registration Procedures
 provided
  5




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provided, however provided
  6




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provided
    7




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8




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9




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Indemnification.
 provided, however
 10




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provided however
  Indemnified Party
 11




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Indemnifying Party provided further
 provided however
 12




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Information by the Stockholders
 Rule 144 Reporting
    
 13




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Market Stand-off Agreement provided
 Assignability
 Restrictions on Unsolicited Acquisition Activities
  14




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provided however pro rata
        This Section 12 does not prohibit, limit or restrict (i) Stockholder from exercising its
respective rights, performing its respective obligations or otherwise consummating the
transactions contemplated by this Agreement or (ii) Stockholder from voting its Shares in
connection with any matter submitted to the shareholders of the Company, or selling its Shares
pursuant to any business combination tender or exchange offer or other extraordinary transaction
with respect to the Company, in each case, commenced by any Person (including
 15




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by Stockholder, so long as such business combination tender or exchange offer or other
extraordinary transaction by the Stockholder would not otherwise result in a violation of this
Section 12 at such time).
 Right to Redemption
 B. LEGEND REQUIREMENTS
 Restrictive Legends
  
  C. GENERAL PROVISIONS
 Assignment
 Notice
 16




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(i)
    
    If to the Company:
Penson Worldwide, Inc.
1700 Pacific Avenue, Suite 1400
Dallas, Texas 75201
Attn: Chief Executive Officer
 With a copy to:
 Penson Worldwide, Inc.
1700 Pacific Avenue, Suite 1400
Dallas, Texas 75201
Attn: General Counsel
   No Waiver
 Governing Law; Jurisdiction
 Successors and Assigns
 17




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Amendments and Waivers
 Severability
 IN WITNESS WHEREOF
 PENSON WORLDWIDE, INC.By:Name:
    Philip A. PendergraftTitle:
    Chief Executive Officer[          ]2By:Name:Title:  Address:
 
 2
    
    Insert Ridge Clearing & Outsourcing Solutions, Inc.
or an Affiliate thereof. 18




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APPENDIX
  A. Affiliate
 B.  Agreement 
 C.  Board 
 D. Business Day
 E.  Common Stock 
 F. Exchange Act
 G. Governmental Entity
 H. Law
 I. Permitted Transfer
 J. Person
 K. register , registered registration
 L. Registrable Securities




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M. Registration Expenses FINRA
 N.  SEC 
 O.  Securities Act 
 P. Selling Expenses
 Q.  Shares 
 R.  Stockholder 
 S.  Transfer 




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Exhibit F




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$ ,
   Prepayments Optional Prepayment
 Negative Covenants
 Mergers and Consolidations
 Liens
 (A)
    
    Liens existing on the date hereof;(B)
    
    Liens securing the Credit Agreement (including
any modification, replacement, renewal or extension of any such Lien in
connection with the modification, renewal, replacements, extension,
amendment or amendment and restatement of the Credit Agreement);(C)
    
    Liens to the extent such Liens would be
permitted by the Credit Agreement (as the Credit Agreement is in
effect on the date of the Asset Purchase Agreement);(D)
    
    Liens securing Cash Management Obligations,
Hedging Agreements and other Indebtedness in respect of netting
services, automatic clearinghouse arrangements, overdraft protections,
employee credit card programs and other cash




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management and similar
arrangements in the ordinary course of business and any guarantees
thereof;(E)
    
    Liens arising from judgments or orders for the
payment of money;(F)
    
    Liens (I) on cash advances in favor of the
seller of any property to be acquired in an investment to be applied
against the purchase price for such investment or (II) consisting of an
agreement to dispose of any property;(G)
    
    Liens existing on property at the time of its
acquisition or existing on the property of any Person at the time such
Person becomes a Subsidiary;(H)
    
    Liens in connection with any sale-leasebacks;
 (I)
    
    Liens in connection with any credit facility or other lending
arrangement entered into by a Regulated Subsidiary to finance operations in the
ordinary course of business;
 (J)
    
    Liens on assets of a Regulated Subsidiary
resulting from the lending of securities and repurchase and reverse
repurchase agreements;(K)
    
    Liens for taxes, fees, assessments or other
governmental charges or levies, either not delinquent or being
contested in good faith by appropriate proceedings;(L)
    
    Liens of materialmen, mechanics, warehousemen,
carriers or employees or other similar Liens arising by operation of
law in the ordinary course of business;(M)
    
    Liens consisting of deposits or pledges to
secure the performance of bids, trade contracts, leases, public or
statutory obligations, or other obligations of a like nature incurred
in the ordinary course of business;(N)
    
    Liens upon or in any assets acquired or held to
secure the purchase price of such assets or Indebtedness incurred for
the purpose of financing the acquisition of such assets to secure
Indebtedness not exceeding
    (O)
    
    restrictions and other minor encumbrances on
real property which do not in the aggregate materially impair the use
or value of such property;(P)
    
    the rights of licensors or lessors of property
under the license or lease agreements related thereto;
 -2-




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(Q)
    
    Liens which constitute rights of set-off or
bankers liens or securities intermediaries liens whether arising by
operation of law or by contract; and(R)
    
    the modification, replacement, renewal or
extension of any Lien permitted under this Section 3(b) (other than
Section 3(b)(B)).
 Convertible Notes.
 Events of Default
    provided however
   provided however
 -3-




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Guarantees
 Successors and Assigns
 Prepayments Optional Prepayment, Mandatory Prepayment
 Definitions
   et seq
    -4-




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-5-




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-6-




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1
    
 1
    
    To have a maturity of 18 months. -7-




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Miscellaneous
 Subordination Agreement
     -8-




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PENSON WORLDWIDE, INC.By:Name:Title:BROADRIDGE FINANCIAL SOLUTIONS, INC.By:Name:Title:
 -9-




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Grid for Recording Adjusted Amount
 Amount of Increase (Decrease) toDate
    
    Principal Amount
    
    Adjusted Amount
    
    Entered By
 -10-