Exhibit
10.43
 SETTLEMENT AGREEMENT
 Settlement Agreement Holdings SFS SCM SAMCO PWI PFSI Penson
 W
I T N E S S E T H :
 WHEREAS Guarantor Exhibit A Cases
 WHEREAS Penson
Parties SAMCO Parties
 NOW THEREFORE
 SAMCO Payments and Guaranty
 
    
    No later than February 15, 2009, the SAMCO Parties, or any one or more of them,
shall pay to PFSI an aggregate of $714,000 in immediately available funds (the
First Payment);
    
    In addition to the First Payment and the waiver of rights with respect to the
LLC
 -1-




---



##### 



Funds (defined below), the SAMCO Parties, or any one or more of them, shall also pay
to PFSI, as settlement payments in respect of the SAMCO Parties obligations to
indemnify the Penson Parties in respect of the Cases, an aggregate additional
amount of $2,165,243, of which $600,000 shall be paid no later than June 15, 2009,
and $1,565,243 shall be paid no later than December 31, 2009 (such amounts, together
with the First Payment and the waiver with respect to the LLC Funds, referred to
herein as the Settlement Payment) (notwithstanding anything to the
contrary herein, to the extent any indemnification obligations of any SAMCO Parties
shall be less than the amount of any Settlement Payment due at the dates set forth
herein, the date such portion of such Settlement Payment shall be due shall be
deferred to the date when indemnification obligations have matured and are at least
equal to the Settlement Payment due, it being further understood and agreed that the
SAMCO Parties obligations hereunder shall not be deemed to have been completed until
all of the Settlement Payment has been timely received by the applicable Penson
Parties); and
    
    Contemporaneously with the execution and delivery of this Settlement Agreement,
Guarantor shall execute and deliver to PFSI the Guaranty, in the form attached
hereto as Exhibit B (the Guaranty) and shall fully and completely
pay and perform all of his obligations thereunder.
 LLC Funds
 Release by the Penson Parties
 -2-




---



##### 



Release by the SAMCO Parties
 Financial Statements
 Termination SAMCO Event of
Default
 -3-




---



##### 



No Prior Assignment of Claim
 Authority
 Successors and Assigns
 Amendment
 Governing Law
 Jurisdiction
 Notice
 
  -4-




---



##### 



Construction
 Counterparts
 [Remainder of Page Intentionally Left Blank; Signature Page Follows]
 -5-




---



##### 



SAMCO Holdings, Inc.By:
    
    /s/ Roger J. Engemoen, Jr.Name:
    
    Roger J. Engemoen, Jr.Title:
    
    ChairmanSAMCO Financial Services, Inc.By:
    
    /s/ S. Jim Allen, Jr.Name:
    
    /s/ S. Jim Allen, Jr.Title:
    
    CEOSAMCO Capital Markets, Inc.By:
    
    /s/ Roger J. Engemoen, Jr.Name:
    
    Roger J. Engemoen, Jr.Title:
    
    Chairman
 -6-




---



##### 



Penson Worldwide, Inc.By:
    
    /s/ Andrew B. KoslowName:
    
    Andrew B. KoslowTitle:
    
    Authorized SignatoryPenson Financial Services, Inc.By:
    
    /s/ Andrew B. KoslowName:
    
    Andrew B. KoslowTitle:
    
    Authorized Signatory
 -7-




---



##### 



Exhibit A
  -8-




---



##### 



Exhibit B
    1.
    
    Guaranty. Guarantor hereby unconditionally and irrevocably guarantees to Penson, and
its successors and assigns, the full and prompt payment of any and all amounts owed by any
of the SAMCO Affiliates to Penson, pursuant to the Settlement Agreement a copy of which is
attached hereto as Exhibit A. Guarantors Obligations (defined below) shall be due no
later than 30 days after any default by any SAMCO Affiliate under the Settlement Agreement.
Interest on all amounts due hereunder shall accrue if payment is not made when due by
Guarantor at the Brokers Call rate announced from time to time by Penson with respect to
its clients (payable on the basis of a year comprised of 365 days) from the date such
payments are due until the date paid. Notwithstanding anything to the contrary contained
herein Guarantor shall never be obligated to pay more than an aggregate amount of
$2,000,000 hereunder plus (i) interest on the amounts demanded by Penson at the rate
provided for herein from the date of Pensons demand hereunder until paid in full, to the
extent accrued, and (ii) all fees and expenses of Penson incurred in connection with
enforcing its rights against Guarantor hereunder, including reasonable attorney fees
(collectively, the Obligations).2.
    
    Guarantors Liability. Guarantors liability hereunder shall be irrevocable, absolute,
independent and unconditional and shall not be affected by any circumstance that might
constitute a discharge of a surety or guarantor other than the indefeasible payment and
performance in full of the Obligations. Guarantor agrees as follows: (i) Guarantors
liability hereunder shall not be contingent upon Pensons exercise of any remedy it may
have against any other person or entity (Person) or against any collateral for any
Obligations, other than the thirty day grace period set forth herein; (ii) Guarantors
payment of a portion, but not all, of the Obligations shall in no way limit or affect
Guarantors liability for any unsatisfied portion of the Obligations; (iii) Guarantors
liability shall remain in full force and effect and not be impaired or affected by any
(A) insolvency, bankruptcy, reorganization, composition, assignment, liquidation or
dissolution of any Person as allowed under applicable law, (B) limitation, discharge or
cessation of liability of any Person for any Obligations under applicable law; (C)
assignment or other transfer, in whole or in part, of any of Pensons rights or interests
under this Guaranty; and (D) claim, defense or setoff, other than that of prior performance
that any Person may assert, including any defense of incapacity or lack of authority to
execute a document as allowed under applicable law.3.
    
    Consents.Guarantor hereby consents and agrees that, without notice to or assent from
Guarantor: (i) the time, manner, place or terms of any payment and/or performance under any
agreement with any SAMCO Affiliate may be extended or changed; and (ii) Penson may release,
in whole or in part, any Person liable for any part of the Obligations or exercise or
refrain from exercising any right or remedy of Penson even if the same results in the
elimination of any right of subrogation or other right of Guarantor; in each case as Penson
deems advisable without impairing or affecting this Guaranty.4.
    
    Obligations Not Affected; Waivers.Guarantors covenants, agreements and obligations
under this Guaranty shall in no way be released, diminished, reduced, impaired or otherwise
affected by reason of the happening from time to time of any of the following things, for
any reason, whether by voluntary act, operation of law or order of any competent
governmental authority and whether or not Guarantor is given any notice or is asked for or
gives any further consent (all requirements for which, however arising, Guarantor hereby
waives): (i) any right to require Penson to proceed against another Person; or (ii) the
defense of the statute of limitations in any action hereunder and any right of set off or
counterclaim or other defense or benefit afforded by applicable law in favor of sureties or
guarantors (iii) failure, omission, delay, neglect, refusal or
 -9-




---



##### 



lack of diligence by Penson to assert, enforce, give notice of intent to exerciseor any
other notice with respect toor exercise any right, privilege, power or remedy conferred
Penson or any other Person in any of the Cases or by law or action on the part of Penson or
any other Person granting indulgence, grace, adjustment, forbearance or extension of any
kind to any Person, or (iv) death, legal incapacity, disability, voluntary or involuntary
liquidation, dissolution, sale of any collateral, marshaling of assets and liabilities,
change in corporate or organizational status, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement, composition or
readjustment of debt or other similar proceedings of or affecting any SAMCO Affiliate or
any of the assets of any SAMCO Affiliate, even if any of the indebtedness of any SAMCO
Affiliate is thereby rendered void, unenforceable or uncollectible. The Obligations shall
conclusively be deemed to have been contracted and permitted to exist in reliance upon this
Guaranty. Guarantor waives diligence, presentment, protest, demand for payment, notice of
default dishonor or nonpayment to or upon any other Person in respect of the Obligations.5.
    
    Subrogation.Until all payments required under the Settlement Agreement have been made,
Guarantor shall not have or directly or indirectly exercise, (i) any rights of subrogation,
or (ii) any rights of contribution, indemnification, reimbursement or suretyship claims
arising out of this Guaranty. If any amount shall be paid to Guarantor on account of the
forgoing rights at any time when any Obligations are outstanding, such amount shall be held
in trust for Pensons benefit and shall be forthwith paid to Penson in respect of the
Obligations. It is expressly agreed and acknowledged that in no way shall this Guaranty
affect Guarantors rights to receive any (A) director and officer or other insurance
protections afforded to him through policies held by any of Penson or its affiliates for
any claims against him in his individual capacity including, but not limited to, insurance
for the Claims set forth in Exhibit A to the Settlement Agreement or (B) any indemnity
payments based on indemnification rights existing by agreement or under applicable law.6.
    
    Continuing Guaranty; Set Off.Guarantor agrees that this Guaranty is a continuing
guaranty relating to all Obligations and acknowledges that this Guaranty shall remain in
full force and effect even during periods when no Obligations exist. To the extent any
Obligation performed is rescinded, such Obligation shall be revived in full force and
effect without reduction or discharge with respect to Guarantor. Penson shall also have the
unlimited right to setoff any amounts owed to it by Guarantor against any obligation of
Penson to Guarantor. This Guaranty is a guaranty of payment and not merely a guaranty of
collection.7.
    
    Payments.All payments made by Guarantor shall be applied in such order as Penson shall
elect. Guarantor shall make all payments without deduction, set off or counterclaim and
Guarantor hereby waives any common law or contractual right of offset against Penson with
respect to the Obligations. Penson shall not be required to provide notice with respect to
any claim under this Guaranty but shall, upon Guarantors request, provide reasonable
evidence of the occurrence of payments by Penson with respect to the Obligations created
under this Guaranty. Obligations shall be deemed to arise 30 days after any default by any
SAMCO Affiliate under the Settlement Agreement in accordance with the terms of the
Settlement Agreement. Guarantor agrees that, if at any time all or any part of any payments
previously received by Penson from Guarantor must be returned by Penson  or recovered
from Penson  for any reason (including the order of any bankruptcy court), this Guaranty
shall automatically be reinstated to the same effect as if the prior application had not
been made.8.
    
    Financial Information/Other Covenants.Guarantor represents and warrants to Penson that
(i) Guarantor has sufficient assets to pay the Obligations based on information previously
provided to Penson and (ii) so long as this Guaranty is in effect, Guarantor shall furnish
to Penson such information from time to time relating to Guarantors financial condition as
Penson may reasonably request and will execute and deliver such further documents and
perform such acts as Penson shall deem necessary to effectuate the purposes of this
Guaranty and shall reasonably request. Guarantor acknowledges and agrees that, as of the
date of the Guaranty until such time as Penson shall determine otherwise, Guarantor shall
deliver such financial information monthly by no later than the 25th day after
the end of each such month. Guarantor covenants to maintain at all times a Net Worth (as
hereinafter defined) equal to at least $10,000,000. Net Worth means the gross fair market
value of total assets exclusive of amounts due from related parties and excluding all
intangibles less total liabilities, which liabilities include but are not limited to
estimated taxes on asset appreciation and any reserves or offsets against losses, all
calculated in accordance with generally accepted accounting principles. Guarantor further
covenants not to incur any (A) indebtedness other than that set forth on Schedule 1 hereto
except to the extent such indebtedness would not exceed $6,000,000 in the aggregate or (B)
liens on any indebtedness other than as that set forth on Schedule 1 hereto except to the
extent the amount of such secured indebtedness would not exceed $6,000,000 in the
aggregate (the terms
 -10-




---



##### 



indebtedness and liens shall be broadly interpreted, respectively, to mean all
indebtedness of any kind (including, without limitation, pursuant to guaranties) and all
liens and security interests of any kind.9.
    
    Notices/Costs and Expenses. All notices hereunder shall be in writing and shall be
mailed, sent via telecopy or delivered by hand (i) if to Penson to 1700 Pacific Ave., Suite
1400, Dallas, TX 75201, att: General Counsel and Audit Committee Chairman, telecopy (214)
765-1164 ; and (ii) if to Guarantor, at or it its address or telecopy number set forth
below its name on the signature page hereof, or, in each case, to such other address or
telecopy number as such party shall have designated in writing to the other party. All
notices shall be effective upon receipt. Guarantor agrees to pay on demand all costs and
expenses of Penson and fees and disbursements of counsel in connection with the enforcement
of this Guaranty.10.
    
    Binding Effect; Entire Agreement; Amendments; Severability. This Guaranty shall be
binding upon Guarantor and its successors, assigns, personal representatives, heirs and
legatees; provided that Guarantor shall not have the right to assign or transfer
Guarantors rights or obligations hereunder without Pensons prior written consent. This
Guaranty constitutes the entire agreement of Guarantor with respect to the matters set
forth herein and supersedes any prior oral or written agreement with respect thereto. This
Guaranty may not be modified without a written instrument executed by Guarantor and Penson.
Whenever possible, each provision hereof shall be interpreted as to be effective and valid
under all applicable laws and regulations. If, however, any provision hereof shall be
prohibited under any such law or regulation, it shall be deemed modified to conform to the
minimum requirements of such law or regulation, or if for any reason it is not deemed so
modified, it shall be ineffective and invalid only to the extent of such prohibition
without affecting the remaining provisions hereof.11.
    
    Governing Law; Consent to Jurisdiction.This Guaranty shall be governed by and
construed in accordance with the laws of the State of Texas (without application of
conflicts of laws principles). Any judicial proceeding brought by Guarantor against Penson
on any dispute arising out of this Guaranty or any matter related hereto shall be brought
solely in the appropriate state or Federal courts located in Dallas, Texas. Guarantor
hereby irrevocably and unconditionally submits, for itself and its property, to the in
personam jurisdiction of the state and Federal courts sitting in Dallas County, Texas, in
each case with respect to any action or proceeding arising out of or relating to this
Guaranty. Guarantor hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this
Guaranty in any such court. Guarantor hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.12.
    
    WAIVER OF JURY TRIAL.TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE GUARANTOR AND
PENSON EACH IRREVOCABLY WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR
PROCEEDING ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS.13.
    
    Relationship to SAMCO Affiliates. The value of the consideration received and to be
received by Guarantor is reasonably worth at least as much as the liability and obligation
of Guarantor incurred or arising under this Guaranty and all related agreements. Guarantor
has determined that such liability and obligation may reasonably be expected to
substantially benefit Guarantor directly or indirectly. Guarantor has had full and
complete access to the underlying papers relating to the Obligations and all other papers
executed by any obligor or any other Person in connection with the Obligations, has
reviewed them and is fully aware of the meaning and effect of their contents. Guarantor is
fully informed of all circumstances which bear upon the risks of executing this Guaranty
and which a diligent inquiry would reveal. Guarantor has adequate means to obtain from
SAMCO Affiliates on a continuing basis information concerning their financial condition,
and is not depending on Penson to provide such information, now or in the future.
Guarantor agrees that Penson shall have no obligation to advise or notify Guarantor or to
provide Guarantor with any data or information,14.
    
    Guarantor Solvent. Guarantor is now solvent, and no bankruptcy or insolvency
proceedings are pending or contemplated by orto the best of Guarantors
knowledgeagainst Guarantor. Guarantors liabilities and obligations under this Guaranty
do not currently render Guarantor insolvent or cause Guarantors liabilities to exceed
Guarantors assets.15.
    
    Guarantor Release. Effective as of the date of this Guaranty, Guarantor waives any and
all rights he may hold, have held or could hold against any Penson Party (as defined in the
Settlement Agreement), to recover any amount paid under this Guaranty or the Settlement
Agreement, or any expense incurred under this
 -11-




---



##### 



Guaranty or the Settlement Agreement. It is expressly agreed and acknowledged that in no way
shall this Guaranty affect Guarantors rights to receive any (A) director and officer or
other insurance protections afforded to him through policies held by any of the Penson
Parties for any claims against him in his individual capacity including but not limited to,
the Cases set forth on Exhibit A to the Settlement Agreement, or (B) any indemnity payments
based on indemnification rights existing by agreement or under applicable law.
  
 
 
  -12-