exv4w3





Exhibit
4.3




STOCKHOLDERS’ AGREEMENT




AMONG



LPL INVESTMENT HOLDINGS INC.



AND



THE STOCKHOLDERS LISTED

ON THE SIGNATURE PAGES



DATED AS OF November 23, 2010





 









 








Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page	 
	ARTICLE I DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Certain Defined Terms
	 	 	2	 
	 

	 	 	 	Other Definitional Provisions
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II CORPORATE GOVERNANCE	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Board of Directors
	 	 	8	 
	 

	 	Section 2.2.
	 	Sponsor Representation
	 	 	8	 
	 

	 	Section 2.3.
	 	Voting Agreement
	 	 	10	 
	 

	 	Section 2.4.
	 	Amendment of Bylaws and Certificate of Incorporation
	 	 	10	 
	 

	 	Section 2.5.
	 	Information Rights; VCOC Stockholders
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Representations and Warranties of LPL
	 	 	13	 
	 

	 	 	 	Representations and Warranties of the Sponsors
	 	 	13	 
	 

	 	 	 	Representations and Warranties of the Farallon Holders
	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV REGISTRATION RIGHTS	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.1.
	 	Shelf Registration
	 	 	15	 
	 

	 	 	 	Shelf Take-Downs
	 	 	16	 
	 

	 	 	 	Demand Registration
	 	 	19	 
	 

	 	 	 	Underwriting
	 	 	21	 
	 

	 	 	 	Withdrawal
	 	 	22	 
	 

	 	 	 	Registration Expenses
	 	 	22	 
	 

	 	Section 4.7.
	 	Piggyback Registrations
	 	 	22	 
	 

	 	 	 	Effective Registration
	 	 	24	 
	 

	 	Section 4.9.
	 	Registration Procedures
	 	 	24	 
	 

	 	Section 4.10.
	 	Indemnification
	 	 	28	 
	 

	 	 	 	Lock-Up Agreement
	 	 	32	 
	 

	 	 	 	Information by Stockholders
	 	 	32	 
	 

	 	 	 	Rule 144 Reporting
	 	 	32	 
	 

	 	 	 	Termination of Registration Rights
	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V COVENANTS	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.1.
	 	Transfers
	 	 	33	 
	 

	 	 	 	Legends
	 	 	33	 
	 

	 	 	 	Further Assurances
	 	 	34	 
	 

	 	 	 	Confidentiality
	 	 	34	 






 









 






	 	 	 	 	 	 	 	 	 
	ARTICLE VI MISCELLANEOUS
 	 	 	35	 
	 
	 

	 	 	 	Amendment and Waiver
	 	 	35	 
	 

	 	 	 	Severability
	 	 	35	 
	 

	 	 	 	Entire Agreement
	 	 	35	 
	 

	 	 	 	Successors and Assigns
	 	 	36	 
	 

	 	 	 	Counterparts
	 	 	36	 
	 

	 	Section 6.6.
	 	Remedies
	 	 	36	 
	 

	 	Section 6.7.
	 	Indemnification of Sponsors
	 	 	36	 
	 

	 	 	 	Expenses
	 	 	39	 
	 

	 	 	 	Notices
	 	 	39	 
	 

	 	Section 6.10.
	 	Governing Law; Consent to Jurisdiction
	 	 	40	 
	 

	 	 	 	Interpretation
	 	 	41	 
	 

	 	Section 6.12.
	 	Term and Effectiveness
	 	 	41	 
	 
	 	 	 	 	 	 	 	 
	Exhibit A — Joinder Agreement	 	 	 	 







 











 





STOCKHOLDERS’ AGREEMENT




     STOCKHOLDERS’
AGREEMENT dated as of November 23, 2010 among LPL Investment Holdings Inc., a Delaware
corporation (“LPL”), Hellman & Friedman Capital Partners V, L.P. (“H&F Capital
Partners”), Hellman & Friedman Capital Partners V (Parallel), L.P. (“H&F Parallel”),
Hellman & Friedman Capital Associates V, L.P. (“H&F Capital Associates”) and TPG Partners
IV, L.P. (“TPG”), together with their respective transferee Affiliates who sign a Joinder
Agreement contemplated by Section 6.4 (collectively, the “Sponsors”), and Farallon Capital
Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional
Partners II, L.P. and Farallon Capital Institutional Partners III, L.P. (each, individually a
“Farallon Holder” and collectively, the “Farallon Holders”), together with their respective
transferee Affiliates who sign a Joinder Agreement contemplated by Section 6.4 (the Farallon
Holders together with the Sponsors, the “Stockholders”).



     WHEREAS, on December 28, 2005, LPL, the Stockholders and certain other parties entered into a
Stockholders Agreement (the “Original Agreement”);



     WHEREAS, on June 4, 2010, LPL filed a Registration Statement on Form S-1 of the Securities Act
with the Securities Exchange Commission (the “SEC”) to register for resale certain Shares
of LPL Common Stock to be sold by LPL and certain of the stockholders party to the Original
Agreement, subject to certain contractual and legal restrictions;



     WHEREAS, after the Registration Statement on Form S-1 is declared effective by the SEC, LPL
and certain of the stockholders party to the Original Agreement intend to sell Shares of LPL Common
Stock pursuant to such Registration Statement or an amendment, supplement or successor thereto (the
sale of such Shares of LPL Common Stock, the “IPO”);



     WHEREAS, immediately after the IPO, it is expected that the Sponsors will collectively own
approximately 72.9% of the issued and outstanding shares of LPL Common Stock;



     WHEREAS, contemporaneously herewith, LPL, the Stockholders and certain other parties to the
Original Agreement are entering into an amendment to the Original Agreement which provides that,
upon the closing of LPL’s IPO, the registration, information and reporting rights set forth
therein, including the rights of the Stockholders, will be terminated;



     WHEREAS, LPL and the Stockholders wish to provide for certain arrangements with respect to the
Stockholders’ ongoing rights as majority stockholders of LPL and the registration of shares of
Capital Stock held by the Stockholders after the IPO;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations
hereinafter set forth, the parties hereto hereby, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, agree as follows:



 









 





ARTICLE I




DEFINITIONS



          Section 1.1. Certain Defined Terms. As used herein, the following terms shall have the following meanings:




     “Adverse Disclosure” means public disclosure of material non-public information that,
in the good faith judgment of the LPL Board, after consultation with independent outside counsel to
LPL, (a) would be required to be made in any Registration Statement filed with the SEC by LPL so
that such Registration Statement would not be materially misleading; (b) would not be required to
be made at such time but for the filing of such Registration Statement; and (c) LPL has a bona fide
business purpose for not disclosing publicly.



      “Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by or is under common
control with, such specified Person. For the avoidance of doubt, in no event shall any Farallon
Holder be deemed to be an Affiliate of any H&F Sponsor and in no event shall any H&F Sponsor be
deemed to be an Affiliate of any Farallon Holder.



     “Agreement” means this Stockholders’ Agreement as it may be amended, supplemented,
restated or modified from time to time.



     “Beneficial Ownership” means beneficial ownership within the meaning of Rule 13d-3
under the Exchange Act, or any successor provision. The terms “Beneficially Own” and
“Beneficial Owner” shall have a correlative meaning. For the avoidance of doubt, no
Farallon Holder shall be deemed to Beneficially Own any Shares owned by any H&F Sponsor and no H&F
Sponsor shall be deemed to Beneficially Own any Shares owned by any Farallon Holder.



     “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on
which banks are required or authorized by law to be closed in New York.



     “Bylaws” has the meaning set forth in Section 2.4.



     “Capital Stock” means, with respect to any Person at any time, any and all shares,
interests, participations or other equivalents (however designated, whether voting or non-voting)
of capital stock, partnership interests (whether general or limited) or equivalent ownership
interests in or issued by such Person.



     “CEO” has the meaning set forth in Section 2.1.



     “Claims” has the meaning set forth in Section 4.10(a).



     “Confidential Information” has the meaning set forth in Section 5.4.



     “control” (including the terms “controlled by” and “under common control
with”), with respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly, of the power to direct or cause the direction of the affairs or
management



2









 




of a Person, whether through the ownership of voting securities, as trustee or executor, by
contract or any other means.




     “Demand Notice” has the meaning set forth in Section 4.3(b).



     “Demand Registration” has the meaning set forth in Section 4.3(a).



     “Demand Suspension” has the meaning set forth in Section 4.3(d).



     “Demanding Party” has the meaning set forth in Section 4.3(a).



     “DGCL” has the meaning set forth in Section 6.7(b).



     “Director” means any member of a Board of Directors (other than any advisory, honorary
or other non-voting member of a Board of Directors).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
federal statute thereto, and the rules and regulations of the SEC promulgated thereunder.



     “Farallon Holders” has the meaning set forth in the preamble.



     “FINRA” means the Financial Industry Regulatory Authority, Inc.



     “GAAP” means generally accepted accounting principles in the United States as in
effect from time to time.



     “Governmental Body” means any government or governmental or regulatory body thereof,
or political subdivision thereof, whether foreign or of the United States, multi-national or other
supra-national, national, federal, regional, state or local or any agency, instrumentality,
authority, department, commission, board or bureau thereof, or any court, tribunal, arbitrator,
arbitration panel or similar judicial body.



     “H&F Capital Associates” has the meaning set forth in the preamble.



     “H&F Capital Partners” has the meaning set forth in the preamble.



     “H&F Directors” has the meaning set forth in Section 2.1.



     “H&F Parallel” has the meaning set forth in the preamble.



     “H&F Sponsor” means each of H&F Capital Partners, H&F Parallel, H&F Capital Associates
and their respective transferee Affiliates who sign a Joinder Agreement contemplated by Section
6.4.



     “H&F Sponsor Group” has the meaning set forth in Section 6.7(a).



     “Indemnification Sources” has the meaning set forth in Section 6.7(b).



3









 





     “Indemnified Liabilities” has the meaning set forth in Section 6.7(a).



     “Indemnitees” has the meaning set forth in Section 6.7(a).



     “Independent Director” has the meaning set forth in Section 2.1.



     “Initiating Sponsor” has the meaning set forth in Section 4.2.



     “IPO” has the meaning set forth in the Recitals.



     “Joinder Agreement” has the meaning set forth in Section 6.4.



     “Jointly Indemnifiable Claims” has the meaning set forth in Section 6.7(b).



     “Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree,
directive or any similar form of decision of, or determination by, any governmental or
self-regulatory authority.



     “Litigation” has the meaning set forth in Section 6.10(a).



     “Lock-Up Period” means, for each Stockholder, the period during which such
Stockholder’s Shares are subject to transfer and other restrictions pursuant to a Lock-Up Agreement
dated on or about [•], 2010 among such Stockholder, Goldman Sachs & Co. and Morgan Stanley & Co.
Incorporated as representatives of the several underwriters in LPL’s IPO.



     “LPL” has the meaning set forth in the preamble.



     “LPL Board” means the Board of Directors of LPL.



     “LPL Common Stock” means shares of common stock of LPL, par value $0.001, together
with any rights that may hereafter attach thereto.



     “Marketed Underwritten Shelf Take-Down” has the meaning set forth in
Section 4.2(a)(i).



     “Maximum Sale Number” has the meaning set forth in Section 4.7(c).



      “Nasdaq” means The Nasdaq Stock Market, Inc.



     “Non-Demanding Party” has the meaning set forth in Section 4.3(a).



     “Non-Initiating Stockholders” has the meaning set forth in Section 4.2(b).



     “Non-Marketed Underwritten Shelf Take-Down” has the meaning set forth in Section
4.2(a)(ii).



     “Non-Underwritten Shelf Take-Down” has the meaning set forth in Section 4.2.



     “Original Agreement” has the meaning set forth in the Recitals.



4









 





     “Participation Conditions” has the meaning set forth in Section 4.2(b).



     “Person” means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including any governmental authority.



     “Piggyback Notice” has the meaning set forth in Section 4.7(a).



     “Piggyback Registration” has the meaning set forth in Section 4.7(a).



     “Pro Rata Take-Down Portion” has the meaning set forth in Section 4.2(b).



     “Prospectus” means the prospectus included in any Registration Statement, all
amendments and supplements to such prospectus, including pre- and post-effective amendments to such
Registration Statement, and all other material incorporated by reference in such prospectus.



     “Registering Party” has the meaning set forth in Section 4.7(a).



     “Registrable Securities” means the Shares owned by the Stockholders, and any Shares or
other securities issued in respect of Shares or into which Shares or such other securities shall be
converted or exchanged in connection with stock splits, reverse stock splits, stock dividends or
distributions, combinations or similar recapitalizations, or a merger, consolidation or
reorganization or otherwise; provided, however, as to any particular Shares owned
by a Stockholder, such Shares shall cease to be Registrable Securities when (a) a Registration
Statement with respect to the sale of such Registrable Securities shall have become effective under
the Securities Act and such Shares shall have been disposed of in accordance with such Registration
Statement, (b) such Shares shall have been sold pursuant to Rule 144 or (c) such Shares are no
longer outstanding.



     “Registration” means a registration with the SEC of LPL’s securities for offer and
sale to the public under a Registration Statement. The term “Register” shall have a
correlative meaning.



     “Registration Expenses” means any and all expenses incident to performance of or
compliance with ARTICLE IV, including (a) all SEC and stock exchange or trading system or FINRA
registration, listing and filing fees and any other fees associated with such filings, (b) all fees
and expenses of complying with securities or “blue sky” laws (including reasonable fees and
disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the
Registrable Securities), (c) all rating agency fees, (d) all printing, duplicating, messenger and
delivery expenses, (e) the fees and disbursements of counsel for LPL and of LPL’s independent
public accountants, including the expenses of any special audits and/or “comfort” letters required
by or incident to such performance and compliance, (f) the reasonable fees and disbursements of one
law firm or other counsel selected by the holders of a majority of Registrable Securities
participating in a Registration, (g) any fees and disbursements of underwriters customarily paid by
issuers or sellers of securities and the reasonable fees and expenses of any special experts
retained in connection with the requested Registration, including any fee payable to a qualified
independent underwriter within the meaning of the rules of the FINRA, (h) internal expenses of LPL
(including all salaries and expenses of its officers and employees performing legal or



5









 




accounting duties) and (i) securities acts liability insurance (if LPL elects to obtain such
insurance or the underwriters so require) but, in all cases, excluding underwriting discounts and
commissions and transfer taxes, if any.




     “Registration Period” has the meaning set forth in Section 4.8.



     “Registration Statement” means any registration statement of LPL filed with, or to be
filed with, the SEC under the rules and regulations promulgated under the Securities Act, including
the related Prospectus, amendments and supplements to such registration statement, including pre-
and post-effective amendments, and all exhibits and all material incorporated by reference in such
registration statement.



     “Rule 144” means Rule 144 under the Securities Act.



     “SEC” has the meaning set forth in the Recitals.



     “Secondary Indemnitors” has the meaning set forth in Section 6.7(b).



     “Securities Act” means the Securities Act of 1933, as amended, or any successor
federal statute thereto, and the rules and regulations of the SEC promulgated thereunder.



     “Shares” means shares of LPL Common Stock.



     “Shelf Period” has the meaning set forth in Section 4.1(b).



     “Shelf Registration” means a Registration effected pursuant to a Shelf Registration
Statement.



     “Shelf Registration Statement” has the meaning set forth in Section 4.1(a).



     “Shelf Suspension” has the meaning set forth in Section 4.1(c).



     “Shelf Take-Down” has the meaning set forth in Section 4.2.



     “Shelf Take-Down Notice” has the meaning set forth in Section 4.2(b).



     “Sponsor Directors” has the meaning set forth in Section 2.1.



     “Sponsor Group” has the meaning set forth in Section 6.7(a).



     “Sponsors” has the meaning set forth in the preamble.



     “State” means any state in the United States of America.



     “Stockholders” has the meaning set forth in the preamble.



     “Subsidiary” means, with respect to any Person, any corporation or other organization,
whether incorporated or unincorporated, (a) of which such Person or any other Subsidiary of such
Person is a general partner (excluding partnerships, the general partnership interests of



6









 




which held by such Person or any Subsidiary of such Person do not have a majority of the
voting interests in such partnership), or (b) at least a majority of the securities or other
interests of which having by their terms ordinary voting power to elect a majority of the board of
directors or others performing similar functions with respect to such corporation or other
organization is directly or indirectly owned or controlled by such Person or by any one or more of
its Subsidiaries, or by such Person and one or more of its Subsidiaries.




     “TPG” has the meaning set forth in the preamble.



     “TPG Directors” has the meaning set forth in Section 2.1.



     “TPG Sponsor” means TPG and its respective transferee Affiliates who sign a Joinder
Agreement contemplated by Section 6.4.



     “TPG Sponsor Group” has the meaning set forth in Section 6.7(a).



     “Transfer” means, in respect of any Shares or any interest in such Shares, directly or
indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by
operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract,
option or other arrangement or understanding with respect to the sale, transfer, assignment,
pledge, encumbrance, hypothecation or similar disposition thereof (by operation of law or
otherwise).



     “Unaffiliated Independent Director” has the meaning set forth in Section 2.1.



     “Underwritten Offering” means a Registration in which securities of LPL are sold to an
underwriter or underwriters on a firm commitment basis for reoffering to the public.



     “Underwritten Shelf Take-Down” has the meaning set forth in Section 4.2.



     “Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 4.2(a).



     “VCOC Stockholder” has the meaning set forth in Section 2.5(b).



     “Violation” has the meaning set forth in Section 4.10(a).



     “Voting Securities” means at any time shares of any class of Capital Stock or other
securities of LPL which are then entitled to vote generally in the election of Directors and not
solely upon the occurrence and during the continuation of certain specified events, and any
securities convertible into or exercisable or exchangeable for such shares of Capital Stock.



          Section 1.2. Other Definitional Provisions. The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are
to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.





7











 





ARTICLE II




CORPORATE GOVERNANCE



          Section 2.1. Board of Directors. Concurrently with the effectiveness of this Agreement, LPL and the
Sponsors shall take such action, including, but not limited to a shareholder vote, as may be
necessary to cause the LPL Board to initially consist of nine Directors, including the following:
(i) two individuals designated by the H&F Sponsors (the “H&F Directors”), (ii) two
individuals designated by the TPG Sponsor (the “TPG Directors” and, together with the H&F
Directors, the “Sponsor Directors”), (iii) Mark Casady, so long as Mark Casady is the Chief
Executive Officer of LPL (the “CEO”), and thereafter the CEO of LPL, (iv) James Putnam or,
if James Putnam is unable or unwilling to serve, one independent director designated by the
Sponsors, after consultation with the CEO (the “Independent Director”), and (v)
three independent directors who meet the independence criteria set forth in Rule 10A-3 under the
Exchange Act (each, an “Unaffiliated Independent Director”). For the avoidance of doubt,
this Section 2.1 is applicable solely to the initial composition of the LPL Board upon the
effectiveness of this Agreement and shall have no further force or effect thereafter.




          Section 2.2. Sponsor Representation.




               (a) For so long as the H&F Sponsors collectively Beneficially Own Shares or other Voting
Securities representing at least the percentage of the number of Shares Beneficially Owned by them
on the date hereof shown below, there shall be included in the slate of nominees recommended by the
LPL Board for election as Directors at each applicable annual or special meeting of shareholders at
which Directors are to be elected that number of individuals designated by the H&F Sponsors shown
below, that if elected will result in the H&F Sponsors having the number of H&F Directors serving
on the LPL Board that is shown below.



	 	 	 
	Percent	 	Number of H&F Directors
	30%
	 	2
	less than 30% but greater than or equal to 10%
	 	1
	Less than 10%
	 	0





The nomination rights of the H&F Sponsors pursuant to Section 2.1 and this Section 2.2 shall be
exercised by H&F Capital Partners or such successor Affiliate thereof as H&F Capital Partners shall
indicate in a writing delivered to LPL.




               (b) For so long as the TPG Sponsor collectively Beneficially Owns Shares or other Voting
Securities representing at least the percentage of the number of Shares Beneficially Owned by it on
the date hereof shown below, there shall be included in the slate of nominees recommended by the
LPL Board for election as Directors at each applicable annual or special meeting of shareholders at
which Directors are to be elected that number of individuals designated by the TPG Sponsor shown
below, that if elected will result in the TPG Sponsor having the number of TPG Directors serving on
the LPL Board that is shown below.



8









 





	 	 	 
	Percent	 	Number of TPG Directors
	30%
	 	2
	less than 30% but greater than or equal to 10%
	 	1
	Less than 10%
	 	0





The nomination rights of the TPG Sponsor pursuant to Section 2.1 and this Section 2.2 shall be
exercised by TPG or such successor Affiliate thereof as TPG shall indicate in a writing delivered
to LPL.




               (c) If a Sponsor ceases to have the right to designate one or more directors to the LPL Board
pursuant to Section 2.2(a) or Section 2.2(b), as applicable, then such Sponsor and LPL shall take
all necessary action to cause the director(s) designated by such Sponsor to be removed immediately
and the Sponsors and LPL shall take all necessary action to cause the number of directors to be
reduced accordingly. In the event that a vacancy is created at any time by the death, disability,
retirement, resignation or removal (with or without cause) of any Director who is an H&F Director
or a TPG Director, LPL hereby agrees to take all actions necessary to cause the vacancy created
thereby to be filled as soon as practicable by a new H&F Director or TPG Director, as the case may
be, who is designated in the manner specified in this Section 2.2.



               (d) LPL shall establish and maintain an audit committee, a compensation committee and a
nominating committee of the LPL Board, as well as such other board committees as the LPL Board
deems appropriate from time to time or as may be required by applicable Law, the rules of any stock
exchange on which the LPL Common Stock is listed or the FINRA rules. The committees shall have such
duties and responsibilities as are customary for such committees, subject to the provisions of this
Agreement. Any committee or subcommittee of the LPL Board shall include a Director nominated by
the H&F Sponsors (but only if the H&F Sponsors are then entitled to nominate at least one Director)
and a Director nominated by the TPG Sponsors (but only if the TPG Sponsors are then entitled to
nominate at least one Director); provided that this Section 2.2(d) shall not apply to a
subcommittee of the compensation committee that is comprised entirely of “non employee directors”
(as defined in Rule 16b-3 of the Exchange Act) and whose duties are limited to approving
transactions pursuant to Rule 16b-3 of the Exchange Act and provided further that
an audit committee shall not include any Directors nominated by the Sponsors. Notwithstanding the
foregoing, the LPL Board (upon the recommendation of the nominating committee of the LPL Board)
shall, only to the extent necessary to comply with applicable Law, the rules of any stock exchange
on which the LPL Common Stock is listed and the FINRA rules, modify the composition of any such
committee to the extent required to comply with such applicable Law, the rules of any stock
exchange on which the LPL Common Stock is listed and the FINRA rules.



               (e) For so long as either Sponsor can nominate at least one Director, the LPL Board shall not,
and LPL will take all action necessary to ensure that the LPL Board shall not, exceed nine (9)
members. For so long as the Sponsors collectively have the right to nominate directors that if
elected would result in there being at least three (3) Sponsor Directors serving on the LPL Board,
the lead independent director will be one of the Sponsor Directors.



9









 





               (f) For so long as the Sponsors collectively Beneficially Own (directly or indirectly) at
least a majority of the voting power of the outstanding voting stock of LPL, the LPL Board will not
approve any transaction or other matter unless at least one H&F Director or one TPG Director is
present at the time such vote is taken with respect to such action.



          Section 2.3. Voting Agreement.




               (a) Each Sponsor hereby agrees to vote all Shares Beneficially Owned by such Sponsor, whether
at a meeting or by written consent in accordance with such Sponsor’s agreements contained in
Section 2.2, so as to cause to be elected to the LPL Board the other Sponsor’s board nominees,
which agreement shall remain in effect until the earlier of the expiration of the non-voting
Sponsor’s right to nominate a director in accordance with Section 2.2(a) or Section 2.2(b), as
applicable.



               (b) This Section 2.3 is solely for the benefit of the Sponsors and may be amended, modified or
waived by the written consent of the Sponsors.



          Section 2.4. Amendment of Bylaws and Certificate of Incorporation.




               (a) The Company agrees that, without the written consent of the Sponsors, it will not directly
or indirectly (including through any merger or consolidation) (i) for so long as any Sponsor has
the right to nominate a Director in accordance with Section 2.2, amend Article X of its Amended and
Restated Certificate of Incorporation; (ii) for so long as any Sponsor has the right to nominate a
Director in accordance with Section 2.2, amend the provisions of the bylaws of LPL (the
“Bylaws”) relating to advance nomination of directors in any manner directly or indirectly
adverse to the H&F Sponsors or the TPG Sponsor or that would require advance notice to their
Director nominees; (iii) for so long as the Sponsors Beneficially Own a majority of the outstanding
Shares, amend Section 2.3, Section 2.4, Section 2.5 or Section 2.7 of the Bylaws and (iv) adopt any
provision of the Bylaws or the Amended and Restated Certificate of Incorporation of LPL that is
inconsistent with this Agreement or any of the foregoing provisions of the Bylaws or the Amended
and Restated Certificate of Incorporation of LPL.



          Section 2.5. Information Rights; VCOC Stockholders.




               (a) Information Rights. For so long as any Sponsor has the right to nominate at least
one director pursuant to Section 2.2, such Sponsor will, subject to Section 5.4 hereof, have the
right to obtain any reports, documents, information or other materials distributed of LPL and its
Subsidiaries which a member of the LPL Board has received or has the right to receive from LPL.



               (b) VCOC Stockholders. With respect to each H&F Sponsor and TPG Sponsor and, at the
request of an H&F Sponsor or TPG Sponsor, each Affiliate thereof that directly or indirectly has an
interest in LPL and that acknowledges and agrees to be bound by Section 5.4 hereof, in each case
that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset
Regulations (each, a “VCOC Stockholder”), for so long as the VCOC Stockholder, directly or
through one or more conduit subsidiaries, continues to hold any Capital Stock of LPL, in each case,
without limitation or prejudice of any the rights



10









 




provided to any of the H&F Sponsors or TPG Sponsors hereunder, LPL shall, with respect to each
such VCOC Stockholder:





                  (i) Provide such VCOC Stockholder or its designated representative with the following:




	 	(A)	 	the right to visit and inspect
any of the offices and properties of LPL and its Subsidiaries
and inspect and copy the books and records of LPL and its
Subsidiaries, at such times as the VCOC Stockholder shall
reasonably request;
	 
	 	(B)	 	as soon as available and in any
event within sixty (60) days after the end of each of the first
three (3) quarters of each fiscal year of LPL, consolidated
balance sheets of LPL and its Subsidiaries as of the end of such
period, and consolidated statements of income and cash flows of
LPL and its Subsidiaries for the period then ended, in each case
prepared in conformity with GAAP applied on a consistent basis,
except as otherwise noted therein, and subject to the absence of
footnotes and to year-end adjustments;
	 
	 	(C)	 	as soon as available and in any
event within one-hundred twenty (120) days after the end of each
fiscal year of LPL, a consolidated balance sheet of LPL and its
Subsidiaries as of the end of such year, and consolidated
statements of income and cash flows of LPL and its Subsidiaries
for the year then ended prepared in conformity with GAAP applied
on a consistent basis, except as otherwise noted therein,
together with an auditor’s report thereon of a firm of
established national reputation;
	 
	 	(D)	 	to the extent LPL or any of its
Subsidiaries is required by law or pursuant to the terms of any
outstanding indebtedness of LPL or such Subsidiary to prepare
such reports, any annual reports, quarterly reports and other
periodic reports pursuant to Section 13 or 15(d) of the Exchange
Act, actually prepared by LPL or such Subsidiary as soon as
available; and
	 
	 	(E)	 	subject to Section 2.5(b)(iv)
below, copies of all materials provided to the LPL Board at
substantially the same time as provided to the members of the
LPL Board and, if requested copies of the materials provided to
the board of directors (or equivalent governing body) of any
Subsidiary of LPL, provided, that LPL or such Subsidiary shall
be entitled to exclude portions of such materials to the extent




11









 






	 	 	 	providing such portions would be reasonably likely to result
in the waiver of attorney-client privilege.






               (ii) Make appropriate officers of LPL and its Subsidiaries and members of the LPL Board
available periodically and at such times as reasonably requested by such VCOC Stockholder
for consultation with such VCOC Stockholder or its designated representative with respect to
matters relating to the business and affairs of LPL and its Subsidiaries, including
significant changes in management personnel and compensation of employees, introduction of
new products or new lines of business, important acquisitions or dispositions of plants and
equipment, significant research and development programs, the purchasing or selling of
important trademarks, licenses or concessions or the proposed commencement or compromise of
significant litigation;




               (iii) Give such VCOC Stockholder, if such VCOC Stockholder does not at such time have
the right to designate one or more directors or non-voting board observers pursuant to
Section 2.2 above, the right to designate one (1) non-voting board observer who will be
entitled to attend all meetings of the LPL Board and participate in all deliberations of the
LPL Board, provided that such observer shall have no voting rights with respect to actions
taken or elected not to be taken by the LPL Board, and provided, further, that LPL shall be
entitled to exclude such observer from such portions of a LPL Board meeting to the extent
such observer’s presence would be reasonably likely to result in the waiver of
attorney-client privilege or to the extent the removal of such observer is required under
applicable law or the rules of any stock exchange applicable to LPL;




               (iv) To the extent consistent with applicable law (and with respect to events which
require public disclosure, only following LPL’s public disclosure thereof through applicable
securities law filings or otherwise), inform the VCOC Stockholder or its designated
representative in advance with respect to any significant corporate actions, including
extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of
significant amounts of debt or equity and material amendments to the certificate of
incorporation or by laws of LPL or any of its subsidiaries, and to provide the VCOC
Stockholder or its designated representative with the right to consult with LPL and its
subsidiaries with respect to such actions; and




               (v) Provide such VCOC Stockholder or its designated representative with such other
rights of consultation which such VCOC Stockholder’s counsel may determine to be reasonably
necessary under applicable legal authorities promulgated after the date hereof to qualify
its investment in LPL as a “venture capital investment” for purposes of the Plan Assets
Regulation.



               (c) The Company agrees to consider, in good faith, the recommendations of each VCOC
Stockholder or its designated representative in connection with the matters on which it is
consulted as described above, recognizing that the ultimate discretion with respect to all such
matters shall be retained by LPL.




12












 





ARTICLE
III




REPRESENTATIONS AND WARRANTIES



          Section 3.1. Representations and Warranties of LPL. LPL represents and warrants to each of the other
parties to this Agreement as follows:




               (a) LPL is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and has all necessary power and authority to enter into this Agreement
and to perform its obligations under this Agreement.



               (b) The execution, delivery and performance of this Agreement by LPL has been duly and validly
authorized by all necessary action, and no other proceedings on the part of LPL are necessary to
authorize this Agreement or the performance of LPL’s obligations under this Agreement.



               (c) This Agreement has been duly executed and delivered by LPL, and, assuming due
authorization, execution and delivery by each other party, constitutes a legal, valid and binding
obligation of LPL, enforceable against LPL in accordance with its terms, subject to (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’
rights generally, and (ii) limitations on the availability of specific performance or injunctive
relief or other equitable remedies.



               (d) Other than any consents that have already been obtained, no consent, waiver, approval,
authorization, exemption, registration or license is required to be made or obtained by LPL in
connection with its performance under this Agreement or the consummation of the transactions
contemplated hereby.



               (e) As of the date of this Agreement, LPL has not granted and is not a party to any proxy,
voting trust or other agreement that is inconsistent with or conflicts with any provision of this
Agreement.



          Section 3.2. Representations and Warranties of the Sponsors. Each Sponsor, severally and not jointly,
represents and warrants to each of the other parties to this Agreement as follows:




               (a) Such Sponsor is a limited partnership duly formed, validly existing and, if applicable, in
good standing under the laws of its respective jurisdiction of formation, and has all necessary
power and authority to enter into this Agreement and to perform its obligations under this
Agreement.



               (b) The execution, delivery and performance of this Agreement by such Sponsor has been duly
and validly authorized by all necessary action, and no other proceedings on the part of such
Sponsor are necessary to authorize this Agreement or the performance of such Sponsor’s obligations
under this Agreement.



               (c) This Agreement has been duly executed and delivered by such Sponsor, and, assuming due
authorization, execution and delivery by each other party,



13









 




constitutes a legal, valid and binding obligation of such Sponsor, enforceable against such
Sponsor in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii)
limitations on the availability of specific performance or injunctive relief or other equitable
remedies.




               (d) Other than any consents that have already been obtained, no consent, waiver, approval,
authorization, exemption, registration or license is required to be made or obtained by such
Sponsor in connection with its performance under this Agreement or the consummation of the
transactions contemplated hereby.



               (e) As of the date of this Agreement, such Sponsor is the Beneficial Owner of the shares of
Capital Stock set forth next to its respective name on Schedule 1.



               (f) As of the date of this Agreement, such Sponsor has not granted and is not a party to any
proxy, voting trust or other agreement that is inconsistent with or conflicts with any provision of
this Agreement.



          Section
3.3. Representations and Warranties of the Farallon Holders. Each Farallon Holder, severally and
not jointly, represents and warrants to each of the other parties to this Agreement as follows:



               (a) This Agreement has been duly executed and delivered by such Farallon Holder, and, assuming
due authorization, execution and delivery by each other party, constitutes a legal, valid and
binding obligation of such Farallon Holder, enforceable against such Farallon Holder in accordance
with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting or relating to creditors’ rights generally, and (ii) limitations on the availability
of specific performance or injunctive relief or other equitable remedies.



               (b) As of the date of this Agreement, such Farallon Holder is the Beneficial Owner of the
shares of Capital Stock set forth next to his or her respective name on Schedule 1.



               (c) As of the date of this Agreement, such Farallon Holder has not granted and is not a party
to any proxy, voting trust or other agreement that is inconsistent with or conflicts with any
provision of this Agreement.



               (d) Other than any consents that have already been obtained, no consent, waiver, approval,
authorization, exemption, registration or license is required to be made or obtained by such
Farallon Holder in connection with its performance under this Agreement or the consummation of the
transactions contemplated hereby.



14









 





ARTICLE IV




REGISTRATION RIGHTS



          Section 4.1. Shelf Registration.




               (a) Filing. As promptly as practicable after the expiration of the Lock-Up Period,
LPL will file with the SEC a Registration Statement on Form S-3 or any successor form (a “Shelf
Registration Statement”) relating to the offer and sale of all of the Registrable Securities
held by the Stockholders from time to time in accordance with the methods of distribution specified
by the Sponsors (including, to the extent permitted by applicable law, hedging transactions and
short sales) and set forth in a Shelf Registration Statement and, thereafter, shall use reasonable
best efforts to cause such Shelf Registration Statement to be declared effective under the
Securities Act. LPL shall provide drafts of the Shelf Registration Statement and related
Prospectus to the Stockholders a reasonable time prior to filing thereof and reflect any reasonable
comments to such documents that the Stockholders may make in such filed documents.



               (b) Continued Effectiveness. LPL will use reasonable best efforts to keep such Shelf
Registration Statement continuously effective under the Securities Act in order to permit the
Prospectus forming a part thereof to be continuously usable by the Stockholders until the earlier
of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf
Registration Statement or another Registration Statement filed under the Securities Act (but in no
event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder) and (ii) the later of (1) the two year anniversary of the consummation of the IPO and
(2) the date that is twelve (12) months after the date that each of the Stockholders (x) together
with its Affiliates Beneficially Owns less than 3% of the outstanding LPL Common Stock and (y) is
permitted to dispose of its Registrable Securities without limitation at any time under Rule 144
(such period of effectiveness, the “Shelf Period”). Subject to Section 4.1(c), LPL shall
not be deemed to have used reasonable best efforts to keep the Shelf Registration Statement
effective during the Shelf Period if LPL voluntarily takes any action or omits to take any action
that would result in the Stockholders holding Registrable Securities covered thereby not being able
to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement (or a
replacement Shelf Registration Statement) during the Shelf Period, unless such action or omission
is required by applicable law. Notwithstanding the foregoing, LPL may suspend effectiveness of
such Registration Statement during any period covered by Section 4.1(c). During the Shelf Period,
LPL shall file a successor Shelf Registration Statement (and applicable Prospectus) every three
years and use its reasonable best efforts to cause such successor Shelf Registration Statement to
be declared effective under the Securities Act as soon as possible.



               (c) Suspension of Registration. If the continued use of such Shelf Registration
Statement (or, with respect to a Shelf Take-Down under Section 4.2, the sale of securities of LPL
to be sold pursuant thereto) at any time would require LPL to make an Adverse Disclosure, LPL may,
upon giving at least ten days’ prior written notice of such action to the Sponsors, suspend use of
the Shelf Registration Statement (or defer the filing of a Prospectus relating to any Shelf
Take-Down) (a “Shelf Suspension”); provided that LPL shall not be



15









 




permitted to exercise a Shelf Suspension or Demand Suspension (as defined in Section 4.3(d))
(i) more than twice during any 12-month period (and, in any event, no more than three times during
any 24-month period), (ii) for a period exceeding sixty (60) days on any one occasion or (iii) for
an aggregate of more than 90 days in any 12-month period. In the case of a Shelf Suspension, the
Sponsors agree that upon receipt of the notice referred to above, the Stockholders will suspend use
of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or
purchase Registrable Securities (or suspend any marketing with respect to a marketed Shelf
Take-Down). LPL shall promptly notify the Stockholders upon the termination of any Shelf
Suspension. In the event that LPL exercises its rights under this Section 4.1(c), LPL shall, as
promptly as practicable following the expiration of the applicable suspension period, file or
update and use its reasonable best efforts to cause the effectiveness of the suspended Registration
Statement and applicable Prospectus.




          Section 4.2. Shelf Take-Downs. Any Sponsor selling Registrable Securities included in a Shelf Registration
Statement (an “Initiating Sponsor”) may initiate an offering or sale of all or part of such
Sponsor’s Registrable Securities (a “Shelf Take-Down”), in which case the provisions of
this Section 4.2 shall apply. Subject to the limitations set forth in Section 4.2(a)(i) and
Section 4.4(a), a Shelf-Take-Down may be in the form of an underwritten offering (an
“Underwritten Shelf Take-Down”) or a non-underwritten offering (a “Non-Underwritten
Shelf Take-Down”) and an Underwritten Shelf Take-Down may be “marketed” or “non-marketed.” The
form of the Shelf-Take-Down will be based on the Initiating Sponsor’s election.




               (a) Underwritten Shelf Take-Downs. Subject to the limitations set forth in Section 4.2(a)(i)
and Section 4.4(a), the Initiating Sponsor may elect in a written request delivered to LPL (an
“Underwritten Shelf Take-Down Notice”), to effect an Underwritten Shelf Take-Down.




               (i) Marketed Underwritten Shelf Take-Downs. The Initiating Sponsor may elect to
undertake an Underwritten Shelf Take-Down that involves a customary “road show” (including
an “electronic road show”) or other substantial marketing effort by the underwriters, in
each case, either (x) over a period of at least 48 hours or (y) involving travel by
management outside the metropolitan areas in which LPL’s headquarters is located, in which
case the Shelf Take-Down will be treated as a marketed Shelf Take-Down (a “Marketed
Underwritten Shelf Take-Down”). Any Marketed Underwritten Shelf Take-Down shall be
deemed for purposes of Section 4.3(a) to be a Demand Registration and the Initiating
Sponsor’s right to request a Demand Registration pursuant to Section 4.3(a) shall be reduced
by one (1). The Initiating Sponsor shall indicate its request for a Marketed Underwritten
Shelf Take-Down in a written request delivered to LPL no later than ten Business Days prior
to the expected date of such Marketed Underwritten Shelf Take-Down, which request shall
include (A) the total number of Registrable Securities expected to be offered and sold, (B)
the action or actions required by LPL, including the timing thereof, relating to such
written request and (C) the action or actions required by any Non-Initiating Stockholder
that elects to participate in the Shelf Take-Down. Upon receipt of the Underwritten Shelf
Take-Down Notice for a Marketed Underwritten Shelf Take-Down, LPL shall file and effect an
amendment or supplement to its Shelf Registration Statement (and any related Prospectus) for
such takedown as soon as practicable, subject to Section 4.1(c).



16









 






               (ii) Non-Marketed Underwritten Shelf Take-Downs. The Initiating Sponsor may elect to
effect an Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten
Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), in which case the
Initiating Sponsor shall so indicate in a written request (which may consist of electronic
communication) delivered to LPL at least 48 hours (which must include at least one Business
Day) prior to the consummation of such Non-Marketed Underwritten Shelf Take-Down. Such
request shall include (A) the total number of Registrable Securities expected to be offered
and sold, (B) the action or actions required by LPL, including the timing thereof, relating
to such written request and (C) the action or actions required by any Non-Initiating
Stockholder that elects to participate in the Shelf Take-Down. Upon receipt of the
Underwritten Shelf Take-Down Notice of a Non-Marketed Underwritten Shelf Take-Down, LPL
shall file and effect an amendment or supplement to its Shelf Registration Statement (and
any related Prospectus) for such takedown as soon as practicable, subject to Section 4.1(c).



               (b) Shelf Take-Down Notice. In the case of an Underwritten Shelf Take-Down, LPL shall provide
written notice (a “Shelf Take-Down Notice”) of such Shelf Take-Down promptly (and, in the
case of a Marketed Underwritten Shelf Take-Down, at least ten days prior to the expected date of
such offering and, in the case of a Non-Marketed Underwritten Shelf Take-Down, as promptly as
practical prior to the consummation of such Non-Marketed Underwritten Shelf Take-Down and by such
means (which may consist of electronic or telephone communication) as determined in good faith by
LPL, in light of the applicable circumstances) to the Stockholders who did not initiate the Shelf
Take-Down (the “Non-Initiating Stockholders”), which Shelf Take-Down Notice shall set forth
(i) the total number of Registrable Securities expected to be offered and sold by the Initiating
Sponsor, (ii) that each Non-Initiating Stockholder shall have the right, upon the terms and subject
to the conditions set forth in this Section 4.2(b), to elect to sell up to its Pro Rata Take-Down
Portion in such Underwritten Shelf Take-Down and (iii) the action or actions required, including
the timing thereof, with respect to each Non-Initiating Stockholder that elects to exercise its
right to sell its Pro Rata Take-Down Portion (including the delivery of one or more stock
certificates representing shares of Registrable Securities held by such Non-Initiating Stockholder
to be sold in such Shelf Take-Down). Upon receipt of such Shelf Take-Down Notice, each
Non-Initiating Stockholder may elect to sell up to its Pro Rata Take-Down Portion with respect to
each such Shelf Take-Down, by taking such action or actions set forth in the Notice as required by
clause (iii) above in the manner provided in such notice; provided that each such
Non-Initiating Stockholder that elects to participate in a Shelf Take-Down may condition its
participation on the Shelf Take-Down being completed within ten Business Days of its acceptance at
a price per share (after giving effect to any underwriters’ discounts or commissions) to such
Non-Initiating Stockholder of not less than 95% of the closing price for the shares on their
principal trading market on the trading day immediately prior to such Non-Initiating Stockholder’s
election to participate (the “Participation Conditions”). Notwithstanding the delivery of
any Shelf Take-Down Notice, but subject to the Participation Conditions, all determinations as to
whether to complete any Shelf Take-Down and as to the timing, manner, price and other terms of any
Shelf Take-Down contemplated by Section 4.2(a) or Section 4.2(b) shall be at the discretion of the
Initiating Sponsor and conditions of the underwriting as set forth in Section 4.4; provided
that if such Shelf Take-Down is to be completed, the Initiating Sponsor must include each
Non-Initiating Stockholder’s Pro Rata Take-Down Portion in such Shelf Take-Down if such Non-



17









 




Initiating Stockholder has complied with the requirements set forth in Section 4.2(b)(iii),
subject to Section 4.4(a). For purposes of Section 4.2, “Pro Rata Take-Down
Portion” shall mean a number equal to the product of the following: (i) the total number of
Registrable Securities to be included in such Shelf Take-Down and (ii) a fraction, the numerator of
which is the total number of Registrable Securities beneficially owned by such Initiating Sponsor
or other Non-Initiating Stockholder, as applicable, and the denominator of which is the total
number of Registrable Securities beneficially owned by the Initiating Sponsor and all the other
Non-Initiating Stockholders delivering such a notice and participating in such Shelf Take-Down.




               (c) Preemption. Notwithstanding anything to the contrary contained in this Agreement, LPL
shall not be obligated to effect a Shelf Take-Down pursuant to Section 4.2:




               (i) with respect to a Marketed Underwritten Shelf Take-Down if (A) the Initiating
Sponsor has previously used all of its Demand Requests set out in Section 4.3(a) or (B) the
number of Registrable Securities covered by such Shelf Take-Down shall have, in the
aggregate, a market value of less than $50,000,000 determined on the date the applicable
Shelf Take-Down Notice is delivered to LPL;




               (ii) with respect to a Non-Marketed Underwritten Shelf Take-Down, if the number of
Registrable Securities covered by such Shelf Take-Down shall have, in the aggregate, a
market value of less than $20,000,000 determined on the date the applicable Shelf Take-Down
Notice is delivered to LPL;




               (iii) for any Marketed Underwritten Shelf Take-Down if LPL has, within the six-month
period preceding the date of such request, effected a Marketed Underwritten Shelf Take-Down
pursuant to Section 4.2 or a Demand Registration pursuant to Section 4.3;




               (iv) for any Marketed Underwritten Shelf Take-Down if not more than 30 days prior to
receipt of any request for a Marketed Underwritten Shelf Take-Down, LPL shall have
circulated to prospective underwriters and their counsel a draft of a Registration Statement
for a primary offering of equity securities on behalf of LPL or selected an underwriter with
respect to a primary offering of Shares, provided that the period of preemption for
any Marketed Underwritten Shelf Take-Down preempted pursuant to this Section 4.2(c)(iv)
shall not exceed 45 days (except that such period shall be 90 days for any Marketed
Underwritten Shelf Take-Down requested by a transferee of an H&F Sponsor or TPG Sponsor
pursuant to Section 6.4) and provided further that LPL shall not preempt
more than one Underwritten Shelf Take-Down or Demand Registration in any twelve month period
in favor of a primary offering;




               (v) for any Non-Marketed Underwritten Shelf Take-Down requested by an H&F Sponsor or
TPG Sponsor, if (x) LPL has, within the ninety (90) day period preceding the date of such
request, effected an Underwritten Shelf Take-Down pursuant to Section 4.2 or a Demand
Registration pursuant to Section 4.3 or (y) not more than 30 days prior to receipt of any
request for a Non-Marketed Underwritten Shelf Take-Down, LPL shall have circulated to
prospective underwriters and their counsel a draft of



18









 






a Registration Statement for a primary offering of equity securities on behalf of LPL
or selected an underwriter with respect to a primary offering of Shares, provided
that the period of preemption for any Non-Marketed Underwritten Shelf Take-Down preempted
pursuant to this Section 4.2(c)(v) shall not exceed 45 days and provided
further that LPL shall not preempt more than one Underwritten Shelf Take-Down or
Demand Registration in any twelve month period in favor of a primary offering;




               (vi) for any Non-Marketed Underwritten Shelf Take-Down requested by a transferee of an
H&F Sponsor or TPG Sponsor pursuant to Section 6.4, if (x) LPL has, within the twelve (12)
month period preceding the date of such request, effected at the request of such transferee
an Underwritten Shelf Take-Down pursuant to Section 4.2 or a Demand Registration pursuant to
Section 4.3, (y) LPL has, within the ninety (90) day period preceding the date of such
request, effected an Underwritten Shelf Take-Down pursuant to Section 4.2 or a Demand
Registration pursuant to Section 4.3 or (z) not more than 30 days prior to receipt of any
request for a Non-Marketed Underwritten Shelf Take-Down, LPL shall have circulated to
prospective underwriters and their counsel a draft of a Registration Statement for a primary
offering of equity securities on behalf of LPL or selected an underwriter with respect to a
primary offering of Shares, provided that the period of preemption for any
Non-Marketed Underwritten Shelf Take-Down preempted pursuant to this Section 4.2(c)(vi)
shall not exceed 90 days and provided further that LPL shall not preempt
more than one Underwritten Shelf Take-Down or Demand Registration in any twelve month period
in favor of a primary offering;




               (vii) in any particular jurisdiction in which LPL would be required to qualify to do
business or to execute a general consent to service of process in effecting such
registration, qualification or compliance unless LPL is already subject to service in such
jurisdiction and except as may be required by the Securities Act; or




               (viii) if LPL has exercised a Shelf Suspension pursuant to Section 4.1(c).



          Section 4.3. Demand Registration.




               (a) Demand Registration. At any time following the expiration of the Lock-Up Period, if there
is not a currently effective Shelf Registration Statement on file with the SEC of which the
prospectus forming a part is usable by the Stockholders for all offerings contemplated by Section
4.1 and Section 4.2, each Sponsor may make a written demand that LPL effect the registration of all
or part of the Registrable Securities Beneficially Owned by such Sponsor (a “Demand
Registration”). Each Sponsor shall have four (4) Demand Registrations pursuant to this Section
4.3(a); provided that following the first date on which the number of Registrable
Securities Beneficially Owned by such Sponsor constitutes less than 10% of the then outstanding LPL
Common Stock, such Sponsor may exercise only (i) one (1) Demand Registration (if applicable) or
Marketed Underwritten Shelf Take-Down or (ii) two (2) Non-Marketed Underwritten Shelf Take-Downs.
For the avoidance of doubt, a Sponsor’s right to exercise one Demand Registration or Marketed
Underwritten Shelf Take-Down or two Non-Marketed Underwritten Shelf Take-Downs pursuant to the
proviso of the preceding sentence shall not be deemed used by any transfer or sale pursuant to
which the number of Registrable



19









 




Securities Beneficially Owned by such Sponsor constitutes less than 10% of the then
outstanding LPL Common Stock. The Sponsor that makes a demand is the “Demanding Party” and
each other Stockholder is a “Non-Demanding Party”. Notwithstanding the foregoing, in the
event that any transferee becomes a party to this Agreement pursuant to Section 6.4 in order to
exercise the rights of a Sponsor for purposes of this Article IV, then following the first date on
which the number of Registrable Securities Beneficially Owned by such transferee constitutes less
than 10% of the then outstanding LPL Common Stock, such transferee may exercise only (i) one (1)
Demand Registration (if applicable) or Marketed Underwritten Shelf Take-Down or (ii) one (1)
Non-Marketed Underwritten Shelf Take-Down.




               (b) Demand Notice. Promptly upon receipt of any request for a Demand Registration pursuant to
Section 4.3(a) (but in no event more than 5 Business Days thereafter), LPL shall deliver a written
notice (a “Demand Notice”) of any such Registration request to each Non-Demanding Party,
and LPL shall include in such Demand Registration all Registrable Securities with respect to which
LPL has received written requests for inclusion therein within ten Business Days after the date
that the Demand Notice has been delivered. All requests made pursuant to this Section 4.3(b) shall
specify the aggregate amount of Registrable Securities to be registered, the intended method of
distribution of such securities and shall specify whether the registration will be in the form of
an underwritten offering.



               (c) Preemption. Notwithstanding anything to the contrary contained in this Agreement, LPL
shall not be obligated to effect a Demand Registration pursuant to Section 4.3:




               (i) if (A) the Demanding Party has previously used all of its Demand Requests set out
in Section 4.3(a) or (B) the number of Registrable Securities covered by such Demand
Registration shall have, in the aggregate, a market value of less than $50,000,000
determined on the date the applicable request for a Demand Registration is delivered to LPL;




               (ii) if LPL has, within the six-month period preceding the date of such request,
effected a Marketed Underwritten Shelf Take-Down pursuant to Section 4.2 or a Demand
Registration pursuant to Section 4.3;




               (iii) for any Demand Registration if not more than 30 days prior to receipt of the
Demand Notice, LPL shall have circulated to prospective underwriters and their counsel a
draft of a Registration Statement for a primary offering of equity securities on behalf of
LPL or selected an underwriter with respect to a primary offering of Shares,
provided that the period of preemption for any Demand Registration preempted
pursuant to this Section 4.3(c)(iii) shall not exceed 90 days and provided
further that LPL shall not preempt more than one Marketed Underwritten Shelf
Take-Down or Demand Registration in any twelve month period in favor of a primary offering;
or




               (iv) in any particular jurisdiction in which LPL would be required to qualify to do
business or to execute a general consent to service of process in



20









 






effecting such registration, qualification or compliance unless LPL is already subject
to service in such jurisdiction and except as may be required by the Securities Act.



               (d) If the filing, initial effectiveness or continued use of such Demand Registration
Statement at any time would require LPL to make an Adverse Disclosure, LPL may, upon giving at
least ten days’ prior written notice of such action to the Sponsors, delay the filing or initial
effectiveness of or suspend the use of the Demand Registration Statement (or defer the filing of a
Prospectus relating to any Demand Registration) (a “Demand Suspension”); provided
that LPL shall not be permitted to exercise a Demand Suspension or Shelf Suspension (as defined in
Section 4.1(c)) (i) more than twice during any 12-month period (and, in any event, no more than
three times during any 24-month period), (ii) for a period exceeding sixty (60) days on any one
occasion or (iii) for an aggregate of more than 90 days in any 12-month period. In the case of a
Demand Suspension, the Stockholders agree that upon receipt of the notice referred to above, the
Stockholders will suspend use of the applicable Prospectus in connection with any sale or purchase
of, or offer to sell or purchase Registrable Securities (or suspend any marketing with respect
thereto). LPL shall promptly notify the Stockholders upon the termination of any Demand
Suspension. In the event that LPL exercises its rights under this Section 4.3(d), LPL shall, as
promptly as practicable following the expiration of the applicable suspension period, file or
update and use its reasonable best efforts to cause the effectiveness of the suspended Registration
Statement and applicable Prospectus.



          Section 4.4. Underwriting. In any Underwritten Shelf Take-Down, the Initiating Sponsor requesting such
Shelf Take-Down shall have the right to select the underwriter or underwriters to administer the
offering, including the lead managing underwriter, which underwriter or underwriters shall be
reasonably acceptable to LPL.




               (a) Notwithstanding any other provision of Article IV, if the underwriter in an Underwritten
Shelf Take-Down or a Demand Registration shall advise LPL and the Initiating Sponsor that marketing
factors (including, without limitation, an adverse effect on the per share offering price) require
a limitation of the number of Shares to be underwritten, then LPL shall so advise all Stockholders
that have requested to participate in such offering, and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall be allocated pro rata
among such Stockholders in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Stockholders at the time of delivery of notice to LPL by the
Initiating Sponsor or the Demand Party.



               (b) Subject to Section 4.5, if any participating Sponsor disapproves of the terms of the
underwriting, such Sponsor may elect to withdraw therefrom by written notice to LPL, the
underwriter and the participating Sponsor.



               (c) If there is no limitation on the number of Registrable Securities to be underwritten
(taking into account the Non-Initiating Stockholders’ or Non-Demanding Parties’ right to
participate, as applicable), LPL may include securities for its own account (or for the account of
other Stockholders) in such underwriting if the underwriter advises the Initiating Sponsor or
Demanding Party, as applicable, in writing that, in its or their opinion, LPL (or other
Stockholders) securities to be included in such underwriting would not be likely to have an



21









 




adverse effect on the price, timing or distribution of the securities offered or the market
for the securities offered.




          Section 4.5. Withdrawal. An Initiating Sponsor or Demand Party may withdraw its Registrable Securities
from a Shelf Take-Down at any time or from a Demand Registration at any time prior to the
effectiveness of the applicable Registration Statement. Upon receipt of notices from the
Initiating Sponsor or Demand Party to such effect, LPL shall cease all efforts to secure
effectiveness of the applicable amendment or supplement to such Shelf Registration Statement or of
such Registration Statement, as applicable. If the Registration was a Demand Registration or the
Shelf Take-Down subject to such Shelf Registration Statement was a Marketed Underwritten Shelf
Take-Down, LPL shall reduce by one (1) the number of Demand Registrations the Initiating Sponsor
has the right to pursue in accordance with Section 4.3 unless (i) the Initiating Sponsor or Demand
Party, as applicable, shall have paid or reimbursed LPL for the reasonable and documented
out-of-pocket fees and expenses incurred by LPL in connection with the Registration of such
withdrawn Registrable Securities or (ii) the withdrawal is made following the occurrence of a
material adverse change in LPL. Any Registration Statement or Shelf Take-Down that is withdrawn
will be ignored for purposes of Section 4.2(c)(iii), Section 4.2(c)(v) or Section 4.3(c)(ii) if (x)
the Initiating Sponsor or Demand Party, as applicable, shall have paid or reimbursed LPL for the
reasonable and documented out-of-pocket fees and expenses incurred by LPL in connection with the
Registration of such withdrawn Registrable Securities or (y) the withdrawal is made following the
occurrence of a material adverse change in LPL or a Shelf Suspension pursuant to Section 4.1(c) or
a Demand Suspension pursuant to 4.3(d).




          Section 4.6. Registration Expenses. LPL shall pay all Registration Expenses, in connection with each
Registration of Registrable Securities or Shelf Take-Down effected pursuant to Section 4.1, Section
4.2 or Section 4.3.




          Section 4.7. Piggyback Registrations.




               (a) If at any time (i) LPL proposes to file a Registration Statement under the Securities Act
with respect to an offering of Shares for its own account or for the account of any other Person
(any such Person, a “Registering Party”) other than (i) a registration under Section 4.2 or
Section 4.3 or (ii) a Registration on Form S-4 or Form S-8, or any successor or similar forms, LPL
shall each such time promptly give written notice to any Stockholder that Beneficially Owns any
Registrable Securities of its intention to do so, of the registration form of the SEC that has been
selected and of such Stockholder’s rights under this Section 4.7 (the “Piggyback Notice”).
Subject to Section 4.7(c) and Section 4.7(d), LPL shall include, and will cause the underwriter or
underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions
as the Shares proposed to be sold by LPL or such Registering Party in such offering, on a pro rata
basis for the Stockholder, all Registrable Securities that LPL has been requested in writing,
within fifteen (15) calendar days after the Piggyback Notice is given, to register for such
Stockholder (each such registration pursuant to this Section 4.7, a “Piggyback
Registration”); provided, however, that (i) if, at any time after giving a
Piggyback Notice and prior to the effective date of the Registration Statement filed in connection
with such registration, LPL shall determine for any reason not to register such Shares, LPL, shall
give written notice of such determination to all Stockholders who Beneficially Own



22









 




any Registrable Securities and, thereupon, LPL shall be relieved of its obligation to register
any Registrable Securities in connection with such abandoned registration, and (ii) in case of a
determination by LPL to delay registration of Shares, such Stockholders shall be permitted to delay
the registration of their Registrable Securities for the same period as the delay in registering
such other Shares. In the case of any registration of Registrable Securities in an underwritten
offering pursuant to this Section 4.7, all Stockholders proposing to distribute their securities
pursuant to this on Section 4.7 shall, at the request of LPL, enter into an agreement in customary
form with the underwriter or underwriters selected by LPL or the Registering Party, as applicable.




               (b) Piggyback Registrations Expenses. LPL shall pay all Registration Expenses in connection
with each registration of Registrable Securities requested pursuant to this Section 4.7.



               (c) Priority in Piggyback Registrations. If the managing underwriter for a registration
pursuant to Section 4.7 shall advise LPL in writing that, in its opinion, the number of Registrable
Securities requested to be included in such registration exceeds the number (the “Maximum Sale
Number”) that can be sold in an orderly manner in such offering within a price range acceptable
to LPL, as the case may be, LPL shall include in such offering the following Shares: (i) first,
all the Shares, if any, LPL or the Registering Party, as the case may be, proposes to register for
its own sale, and (ii) second, all Registrable Securities requested to be included by the
Stockholders (or if the number of such Registrable Securities exceeds the Maximum Sale Number less
the number of Shares included pursuant to clause (i) above, then the number of such Registrable
Securities included in such registration pursuant to this clause (ii) shall be equal to the excess
of the Maximum Sale Number over the number of Shares included pursuant to clause (i) above and
shall be allocated so as to allow pro rata participation for all requesting Stockholders, on the
basis of the relative number of Registrable Securities each such Stockholder had requested to have
included in such registration).



               (d) Underwriting Requirements. In connection with any offering involving any
underwriting of securities in a Piggyback Registration, no Stockholder’s Registrable Securities
shall be included in such underwriting unless such Stockholder accepts the terms of the
underwriting as agreed upon, in customary form and substance, between LPL and the underwriters (or
in the case of an underwritten offering in which LPL is not participating, between the Registering
Party, as the case may be, and the underwriters), and such Stockholder agrees to sell such
Stockholder’s Registrable Securities on the basis provided therein and completes and/or executes
all questionnaires, indemnities, lock-ups, underwriting agreements and other documents (including
powers of attorney and custody arrangements) required generally of all selling Stockholders, in
each case, in customary form and substance, which are requested to be executed in connection
therewith; provided, however, that with respect to any representations, warranties,
indemnities and agreements of sellers of Shares in such Piggyback Registration, the aggregate
amount of such liability will not exceed the lesser of (i) such Stockholder’s pro rata portion of
any such liability, in accordance with such Stockholder’s portion of the total number of Shares
included in the offering or (ii) such Stockholder’s net proceeds actually received by such
Stockholder from such offering.



23









 





               (e) No Effect on Demand Registrations. No registration of Registrable Securities pursuant to
Section 4.7 shall be deemed to be a Demand Registration.



          Section 4.8. Effective Registration. Other than for a Shelf Registration, LPL shall be deemed to have
effected a Registration only if the Registration Statement relating to such Registration is
declared effective by the SEC and remains effective for (i) not less than one hundred eighty (180)
days (or such shorter period as will terminate when all Registrable Securities covered by such
Registration Statement have been sold or withdrawn), or (ii) if such Registration Statement relates
to an underwritten offering, such longer period as in the opinion of counsel for the underwriter or
underwriters a prospectus is required by law to be delivered in connection with sales of
Registrable Securities by an underwriter or dealer (the applicable period, the “Registration
Period”). No Registration shall be deemed to have been effected if (i) during the Registration
Period such Registration is interfered with by any stop order, injunction or other order or
requirement of the SEC or other governmental agency or court or (ii) the conditions to closing
specified in the underwriting agreement, if any, entered into in connection with such registration
are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such
applicable underwriting agreement by a Sponsor.




          Section 4.9. Registration Procedures.




               (a) If and whenever LPL is required to use its reasonable best efforts to effect or cause the
Registration of Registrable Securities under the Securities Act as provided in this ARTICLE IV, LPL
shall, subject to the terms of this Agreement, as soon as practicable:




               (i) prepare and file with the SEC the requisite Registration Statement with respect to
such Registrable Securities (including all exhibits and financial statements required under
the Securities Act) and use its reasonable best efforts to cause such Registration Statement
to become and remain effective in order to permit the sale of the Registrable Securities by
the Stockholders in accordance with the intended method or methods of distribution thereof
described in such Registration Statement;




               (ii) prepare and file with the SEC such amendments and supplements to such Registration
Statement and Prospectus as may be necessary to keep such Registration Statement effective
during such period, or reasonably requested by holders of the participating Registrable
Securities;




               (iii) comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such Registration Statement during such
period and all stock exchange or trading system or FINRA registration, listing or filing
requirements;




               (iv) furnish to each Stockholder holding such Registrable Securities and each
underwriter such number of copies of such Registration Statement and of each amendment and
supplement thereto (in each case including all exhibits), such number of copies of the
Prospectus included in such Registration Statement (including each preliminary prospectus
and summary prospectus), in conformity with the



24









 






requirements of the Securities Act, and such other documents as such Stockholder or
underwriter may reasonably request;




               (v) (i) promptly notify in writing each Stockholder that holds Registrable Securities
covered by such Registration Statement (and, if requested, provide copies of the relevant
documents, as soon as reasonably practicable), (A) upon the filing of any such Registration
Statement or amendment or supplement thereto (including post-effective amendments) and when
such Registration Statement or amendment or supplement thereto becomes effective, (B) of the
issuance by the SEC or any state securities authority of any stop order, injunction or other
order or requirement suspending the effectiveness of such Registration Statement (and take
all reasonable action to prevent the entry of such stop order or to remove it if entered, or
the initiation of any proceedings for that purpose), (C) if, at any time, the
representations and warranties of LPL in any applicable underwriting agreement cease to be
true and correct in all material respects, or (D) of the happening of any event as a result
of which the Registration Statement, as then in effect, or the Prospectus related thereto or
any document included therein by reference includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of such Prospectus and any preliminary prospectus, in the
light of the circumstances under which they were made) not misleading and (ii) in the case
of an event under clause (v)(i)(B) or (D), promptly file such amendments and supplements
which may be required on account of such event and use its reasonable best efforts to cause
each such amendment and supplement to become effective;




               (vi) promptly furnish counsel for each underwriter, if any, and for the selling
Stockholders of Registrable Securities copies of any written request by the SEC (including
any written comments from the SEC on such Registration Statement) or any state securities
authority for amendments or supplements to a Registration Statement and Prospectus or for
additional information;




               (vii) use reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible time;




               (viii) use reasonable best efforts to cause all such Registrable Securities covered by
such Registration Statement to be listed on the principal securities exchange or authorized
for quotation on Nasdaq, if any, on which similar equity securities issued by LPL are then
listed or authorized for quotation, or eligible for listing or quotation, if the listing or
authorization for quotation of such securities is then permitted under the rules of such
exchange or the FINRA;




               (ix) enter into an underwriting agreement with the underwriter of such offering in the
form customary for such underwriter for similar offerings, including such representations
and warranties by LPL, provisions regarding the delivery of opinions of counsel for LPL and
accountants’ letters, provisions regarding indemnification and contribution, and such other
terms and conditions as are at the time customarily contained in such underwriter’s
underwriting agreements for similar



25









 






offerings (the sellers of Registrable Securities that are to be distributed by such
underwriter(s) may, at their option, require that any or all of the representations and
warranties by, and the other agreements on the part of, LPL to and for the benefit of such
underwriter(s) shall also be made to and for the benefit of such sellers of Registrable
Securities);




               (x) make available upon reasonable notice at reasonable times and for reasonable
periods for inspection by representatives of the selling Stockholders who hold Registrable
Securities and any underwriters participating in any disposition pursuant hereto and by any
attorney, accountant or other agent retained by any selling Stockholder or any underwriters,
all pertinent financial and other records, pertinent corporate documents and properties of
LPL, and cause all of LPL’s officers, directors and employees and the independent public
accountants who have certified the its financial statements to make themselves available to
discuss the business of LPL and to supply all information reasonably requested by any such
selling Stockholders, underwriters, attorneys, accountants or agents in connection with such
disposition as shall be necessary to enable them to exercise their due diligence
responsibility (subject to entry by each such representative, counsel or accountant into
customary confidentiality agreements in a form reasonably acceptable to LPL);




               (xi) permit any Beneficial Owner of Registrable Securities who, in the sole judgment,
exercised in good faith, of such Stockholder, with the advice of outside legal counsel,
might be deemed to be a controlling Person of LPL, to participate in the preparation of such
registration or comparable statement and to require the insertion therein of material,
furnished to LPL in writing, that in the reasonable judgment of such Stockholder, with the
advice of outside legal counsel, as aforesaid, should be included to comply with applicable
federal, state or local securities laws;




               (xii) on or prior to the date on which the applicable Registration Statement is
declared effective, use its reasonable best efforts to register or qualify, and cooperate
with the selling holders of Registrable Securities, the managing underwriter or
underwriters, if any, and their respective counsel, in connection with the Registration or
qualification of such Registrable Securities for offer and sale under the securities or
“blue sky” laws of each state and other jurisdiction of the United States as any such
selling Stockholder or managing underwriter or underwriters, if any, or their respective
counsel reasonably request in writing and do any and all other acts or things reasonably
necessary or advisable to keep such registration or qualification in effect, provided that
LPL shall not be required to qualify generally to do business in any jurisdiction where it
is not then so qualified or to take any action which would subject it to taxation or general
service of process in any such jurisdiction where it is not then so subject;




               (xiii) cooperate with the selling Stockholders of Registrable Securities and the
managing underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not bearing any
restrictive legends; and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters may request at least two Business Days
prior to any sale of Registrable Securities to the underwriters;



26









 






               (xiv) use its reasonable best efforts to cause the Registrable Securities covered by
the applicable Registration Statement to be registered or approved by such other
governmental agencies or authorities (other than any foreign governmental agencies or
authorities) as may be necessary to enable the seller or sellers thereof or the underwriter
or underwriters, if any, to consummate the disposition of such Registrable Securities;




               (xv) not later than the effective date of the applicable Registration Statement,
provide a CUSIP number for all Registrable Securities and provide the applicable transfer
agent with printed certificates for the Registrable Securities which are in a form eligible
for deposit with The Depository Trust Company;




               (xvi) enter into such customary agreements (including underwriting and indemnification
agreements) and take all such other actions as the holders of at least a majority of any
Registrable Securities being sold or the managing underwriter or underwriters, if any,
reasonably request in order to expedite or facilitate the Registration and disposition of
such Registrable Securities;




               (xvii) obtain for delivery to the selling Stockholders of Registrable Securities and to
the underwriter or underwriters, if any, an opinion or opinions from counsel for LPL dated
the effective date of the Registration Statement or, in the event of an underwritten
offering, the date of the closing under the underwriting agreement, in customary form, scope
and substance, which opinions shall be reasonably satisfactory to such holders or
underwriters, as the case may be, and their respective counsel;




               (xviii) promptly incorporate in a supplement to the Prospectus or post-effective
amendment to the Registration Statement such information as the lead underwriter or
underwriters, if any, and the selling Stockholders holding a majority of the Registrable
Securities being sold agree should be included therein relating to the plan of distribution
with respect to such class of Registrable Securities; and make all required filings of such
supplement or post-effective amendment as promptly as reasonably practicable after being
notified of the matters to be incorporated in such supplement or post-effective amendment;




               (xix) in the case of any Marketed Underwritten Shelf Take-Down or Demand Registration,
cause the senior executive officers of LPL to participate in any customary “road show”
presentations and otherwise to facilitate, cooperate with and participate in each proposed
offering contemplated herein and customary selling efforts related thereto, in each case as
reasonably requested by the underwriters and taking into account the needs of LPL’s business
and the requirements of the marketing process; and




               (xx) in the case of any Non-Marketed Underwritten Shelf Take-Down, cause the senior
executive officers of LPL to participate in any customary presentations and otherwise to
facilitate, cooperate with and participate in each proposed offering contemplated herein and
customary selling efforts related thereto, in each case as




27











 






reasonably requested by the underwriters and taking into account the needs of LPL’s
business and the requirements of the marketing process.



               (b) LPL may require each Stockholder who is selling Registrable Securities pursuant to which
any Registration is being effected to furnish LPL such information regarding such Stockholder and
the distribution of such Registrable Securities as LPL may from time to time reasonably request in
writing.



               (c) Each Stockholder who is selling Registrable Securities shall cooperate with the
underwriters by entering into any undertakings and taking such other actions relating to the
conduct of the proposed offering which the underwriters may reasonably request to insure compliance
with federal and state securities laws and the rules and requirements of FINRA or which are
otherwise customary and which the underwriters may request to effectuate an offering or file a
Registration Statement.



               (d) Each Beneficial Owner of Registrable Securities agrees that, upon receipt of any notice
from LPL of the happening of any event of the kind described in
Section 4.9(a)(v)(i)(B) and Section 4.9(a)(v)(i)(D), such Beneficial Owner will forthwith
discontinue disposition of Registrable Securities pursuant to such Registration Statement covering
such Registrable Securities until such Beneficial Owners’ receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 4.9(a)(v)(ii), or until such Stockholder is advised
in writing by LPL that the use of the Prospectus may be resumed, and if so directed by LPL, such
Beneficial Owner shall deliver to LPL (at LPL’s expense) all copies, other than permanent file
copies then in such Beneficial Owner’s possession, of the Prospectus covering such Registrable
Securities that was in effect prior to such amendment or supplement.



          Section 4.10. Indemnification.




               (a) In the event of any Registration of any Registrable Securities pursuant to this ARTICLE
IV, LPL shall indemnify and hold harmless, to the fullest extent permitted by law, any Stockholder
selling any Registrable Securities covered by such Registration Statement, its Affiliates,
directors, officers, fiduciaries, employees, advisors, agents and stockholders or members or
general and limited partners (and the directors, officers, fiduciaries, employees, agents and
stockholders or members or general and limited partners thereof), each other Person who
participates as an underwriter or a qualified independent underwriter, if any, in the offering or
sale of such securities, each director, officer, fiduciary, employee, agent and stockholder or
general and limited partner of such underwriter or qualified independent underwriter, and each
other Person (including any such Person’s directors, officers, fiduciaries, employees, agents and
stockholders or members or general and limited partners), if any, who controls such seller or any
such underwriter or qualified independent underwriter, within the meaning of the Securities Act,
against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and
expenses in respect thereof (including reasonable costs of investigation and reasonable fees and
expenses of counsel) (“Claims”) and any amounts paid in any settlement effected with LPL’s
consent, which consent shall not be unreasonably withheld, conditioned or delayed) to which each
such indemnified party may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Claims or expenses arise out of or are based upon any of the following actual or
alleged statements, omissions or violations (each, a



28









 




“Violation”): (i) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Securities were registered
pursuant to this Agreement under the Securities Act, together with any supplements or amendments
thereto or documents incorporated by reference therein, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary, final or summary prospectus, free writing prospectus or any amendment
or supplement thereto, together with the documents incorporated by reference therein, or the
omission or alleged omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading, or (iii) any violation by LPL of any federal, state or common law rule
or regulation applicable to LPL and relating to action required of or inaction by LPL in connection
with any such Registration, and LPL will reimburse any such indemnified party for any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such Claim as such expenses are incurred; provided, however, that LPL
shall not be liable to any such indemnified party in any such case to the extent such Claim arises
out of or is based upon any Violation that occurs in reliance upon and in conformity with written
information furnished to LPL pursuant to Section 4.12 or its representatives by or on behalf of
such indemnified party expressly stating that such information is for use therein.




               (b) Each Stockholder holding Registrable Securities that are included in the securities as to
which any Shelf Registration is being effected (and, if LPL requires as a condition to including
any Registrable Securities in any Registration Statement filed in connection with any Shelf
Registration, any underwriter and qualified independent underwriter, if any) shall, severally and
not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in
Section 4.10(a)), to the fullest extent permitted by law, LPL, its directors, officers,
fiduciaries, employees, advisors, agents and stockholders (and the directors, officers,
fiduciaries, employees, agents and stockholders or members or general and limited partners thereof)
and each Person (including any such Person’s directors, officers, fiduciaries, employees, agents
and stockholders or members or general and limited partners), if any, controlling LPL within the
meaning of the Securities Act and all other prospective sellers and their directors, officers,
fiduciaries, employees, agents and stockholders or general and limited partners and respective
controlling Persons (including any such Person’s directors, officers, fiduciaries, employees,
agents and stockholders or members or general and limited partners), against any and all Claims,
and any amounts paid in any settlement effected with the consent of the indemnifying party, which
consent shall not be unreasonably withheld, conditioned or delayed, to which each such indemnified
party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such
Claims arise out of or are based upon any Violation that occurs in reliance upon and in conformity
with written information furnished to LPL pursuant to Section 4.12 or its representatives by or on
behalf of such Stockholder of Registrable Securities, expressly stating that such information is
for use in connection with any Registration Statement, preliminary, final or summary prospectus or
amendment or supplement. Notwithstanding anything in this Section 4.10(b) to the contrary, no
indemnifying party shall be required pursuant to this Section 4.10(b) to contribute any amount in
excess of the net proceeds received by such indemnifying party from the sale of Registrable
Securities in the offering to which the Claims of the indemnified parties relate.



29









 





               (c) Indemnification similar to that specified in Section 4.10(a) and Section 4.10(b) (with
appropriate modifications) shall be given by LPL and each seller of Registrable Securities (and, if
LPL requires as a condition to including any Registrable Securities in any Registration Statement
filed in connection with any Registration, any underwriter and qualified independent underwriter,
if any) with respect to any required Registration or other qualification of securities under any
state securities or “blue sky” laws.



               (d) Any Person entitled to indemnification under this Agreement shall notify promptly the
indemnifying party in writing of the commencement of any action or proceeding with respect to which
a claim for indemnification may be made pursuant to this Section 4.10, but the failure of any
indemnified party to provide such notice shall not relieve the indemnifying party of its
obligations under the preceding paragraphs of this Section 4.10, except to the extent the
indemnifying party is actually and materially prejudiced thereby and shall not relieve the
indemnifying party from any liability that it may have to any indemnified party otherwise than
under this Section 4.10. In case any action or proceeding is brought against an indemnified party
and it shall notify the indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel
to the indemnified party a conflict of interest between such indemnified and indemnifying parties
may exist in respect of such claim chooses, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such indemnified party that it
so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or
other expenses subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that any
indemnified party entitled to indemnification hereunder shall have the right to select and employ
separate counsel and to participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the indemnifying party fails
to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20)
calendar days after receiving notice from such indemnified party that the indemnified party
believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or
proceeding that is also brought against the indemnifying party reasonably shall have concluded that
there may be one or more legal defenses available to such indemnified party which are not available
to the indemnifying party; or (iii) in the reasonable judgment of any indemnified party (based upon
advice of its counsel) a conflict of interest may exist between such indemnified party and the
indemnifying party with respect to such claims, then, in any such case, the indemnified party shall
have the right to assume or continue its own defense as set forth above (but with no more than one
firm of counsel for all indemnified parties in each jurisdiction, except to the extent any
indemnified party or parties reasonably shall have concluded that there may be legal defenses
available to such party or parties that are not available to the other indemnified parties or to
the extent representation of all indemnified parties by the same counsel is otherwise inappropriate
under applicable standards of professional conduct) and the indemnifying party shall be liable for
any expenses therefor. No indemnifying party shall, without the written consent of the indemnified
party, which consent shall not be unreasonably withheld, conditioned or delayed, effect the
settlement or compromise of, or consent to the entry of any judgment with respect to, any Claim in
respect of which indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such claim) unless such settlement, compromise
or judgment (A) includes an unconditional release of the indemnified party from all liability
arising out of



30









 




such Claim and (B) does not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of any indemnified party.




               (e) If for any reason the foregoing indemnity is unavailable or is insufficient to hold
harmless an indemnified party under Section 4.10(a), Section 4.10(b) or Section 4.10(c), then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of any Claim in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified party and any other indemnifying party on
the other hand from the acts, statements and omissions that resulted in such Claims. If, however,
the allocation provided in the immediately preceding sentence is not permitted by applicable law,
or if the indemnified party failed to give the notice required by Section 4.10(d) above and the
indemnifying party is actually and materially prejudiced thereby, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative fault of but also the relative benefits received by
the indemnifying party, on the one hand, and the indemnified party, on the other hand, as well as
any other relevant equitable considerations, including the extent of such prejudice. The relative
fault shall be determined by a court of law by reference to, among other things, whether the
Violation relates to information supplied by the indemnifying party or the indemnified party and
the parties’ relative intent knowledge, access to information and opportunity to correct or prevent
such Violation. The parties hereto agree that it would not be just and equitable if contributions
pursuant to this Section 4.10(e) were to be determined by pro rata allocation, or by any other
method of allocation that does not take account of the equitable considerations referred to in the
preceding sentences of this Section 4.10(e). The amount paid or payable in respect of any Claim
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such Claim. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation.
Notwithstanding anything in this Section 4.10(e) to the contrary, no indemnifying party (other than
LPL) shall be required pursuant to this Section 4.10(e) to contribute any amount in excess of the
gross proceeds received by such indemnifying party from the sale of Registrable Securities in the
offering to which the Claims of the indemnified parties relate.



               (f) The indemnity agreements contained in this Agreement shall be in addition to any other
rights to indemnification or contribution that any indemnified party may have pursuant to law or
contract and shall remain operative and in full force and effect regardless of any investigation
made or omitted by or on behalf of any indemnified party and shall survive the Transfer of the
Registrable Securities by any such party and the termination of this Agreement.



               (g) The indemnification and contribution required by this Section 4.10 shall be made by
periodic payments of the amount thereof during the course of the investigation or defense, as and
when bills are received or expense, loss, damage or liability is incurred.



               (h) In connection with underwritten offerings, LPL will use reasonable best efforts to
negotiate terms of indemnification that are reasonably favorable to the various sellers pursuant
thereto, as appropriate under the circumstances.



31









 





          Section 4.11. Lock-Up Agreement. If requested in writing by the underwriter in any underwritten offering of
Registrable Securities in which a Stockholder is participating (including a registration of Shares
by LPL in which a Stockholder is participating pursuant to Section 4.7), each participating
Stockholder agrees not to effect any public sale or distribution, including any sale pursuant to
Rule 144, of any Registrable Securities or any equity interests in LPL or other securities
representing, or exchangeable, convertible or exercisable into, Shares or other Voting Securities
of LPL (in each case, other than as part of such underwritten public offering) within 14 calendar
days before or 90 calendar days after the effective date of a Registration Statement or for such
shorter period as the sole or lead managing underwriter shall request, in any such case, unless
consented to by such underwriter; provided, however, that the foregoing
restrictions will not apply to (i) transactions relating to shares of LPL Common Stock or other
securities acquired in open market transactions after the completion of the IPO, (ii) Transfers by
a Stockholder to an Affiliate of such Stockholder or (iii) conversions of shares of LPL Common
Stock without change of Stockholder.




          Section 4.12. Information by Stockholders. Each Stockholder or, if applicable, any other stockholder
selling shares pursuant to a Registration Statement, shall furnish to LPL such information
regarding such Stockholder and the distribution proposed by such Stockholder as LPL may reasonably
request in writing and shall be required in connection with any Registration, qualification or
compliance referred to in any section of ARTICLE IV or any provision thereunder.




          Section 4.13. Rule 144 Reporting. With a view to making available to the Stockholders the benefits of
certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to
the public without Registration, LPL agrees to file the reports required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder
(or, if LPL is not required to file such reports, it will, upon the request of any Stockholder of
Registrable Securities, make publicly available such necessary information for so long as necessary
to permit sales pursuant to Rules 144, 144A or Regulation S under the Securities Act), and it will
take such further action as any Stockholder of Registrable Securities may reasonably request, all
to the extent required from time to time to enable such Stockholder to sell Registrable Securities
without Registration under the Securities Act within the limitation of the exemptions provided by
(i) Rules 144, 144A or Regulation S under the Securities Act, as such Rules may be amended from
time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request
of any Stockholder of Registrable Securities, LPL will deliver to such Stockholder a written
statement as to whether it has complied with such requirements and, if not, the specifics thereof.




          Section 4.14. Termination of Registration Rights.




               (a) This ARTICLE IV shall terminate with respect to any Stockholder upon the earlier of (i)
the date as of which all Registrable Securities have been sold or, if such Stockholder is a
Sponsor, the date on which such Sponsor has used an Underwritten Shelf Take-Down or Demand
Registration described in the proviso of the second sentence of Section 4.3(a), and (ii) the date
that is twelve (12) months after the date that such Stockholder (x) together with its Affiliates
Beneficially Owns less than 3% of the outstanding LPL Common Stock and (y) is permitted to dispose
of its Registrable Securities without limitation at any time under Rule 144.



32









 





               (b) Notwithstanding Section 4.14(a), in no event shall the rights of any Stockholder pursuant
to this Article IV terminate prior to the two year anniversary of the consummation of the IPO;
provided that (i) the provisions of Section 4.10 shall survive the termination of this
ARTICLE IV and the Agreement, (ii) the provisions of Section 4.11 shall survive termination of this
ARTICLE IV for a period of 90 calendar days and (iii) the rights of the Stockholders pursuant to
Section 4.13 hereof shall terminate when all Registrable Securities have been sold.



ARTICLE V




COVENANTS



          Section 5.1. Transfers.




               (a) Compliance with Law. Notwithstanding any other provision of this Agreement, no
Stockholder shall Transfer any Shares unless (i) the Transfer is effected pursuant to an effective
Registration Statement under the Securities Act and in compliance with any other applicable federal
securities laws and state securities or “blue sky” laws or (ii) the transferor shall have furnished
LPL with an opinion of outside counsel, if reasonably requested by LPL, which opinion of counsel
shall be in form and substance reasonably satisfactory to LPL, to the effect that no such
Registration is required because of the availability of an exemption from registration under the
Securities Act and under any applicable state securities or “blue sky” laws and that the Transfer
otherwise complies with any other applicable federal securities laws and state securities or “blue
sky” laws and such representations and covenants of the transferor as are reasonably requested by
LPL to ensure compliance with any applicable federal securities laws and state securities or “blue
sky” laws.



               (b) Cooperation. Each Sponsor agrees that to the extent that LPL is subject to any regulatory
approvals, filings, consents or other certifications in connection with a proposed Transfer by such
Sponsor, the Sponsor Transferring Shares in such proposed Transfer will at the request of LPL use
reasonable efforts to cooperate in the obtaining of any such approval, filing, consent or other
certification in connection with such proposed Transfer.



          Section 5.2. Legends. Each outstanding certificate representing Shares shall bear legends reading
substantially as follows:




               (a) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION THAT WAS NOT
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE
STATE SECURITIES LAWS.”



               (b) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH IN A STOCKHOLDERS’ AGREEMENT, DATED AS OF [•], 2010, AS AMENDED FROM TIME TO TIME, COPIES



33









 




OF WHICH MAY BE OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST. NO TRANSFER OF SUCH
SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE
WITH THE TERMS OF SUCH AGREEMENT.”




          Section 5.3. Further Assurances. The parties shall from time to time execute and deliver all such further
documents and do all acts and things as the other parties may reasonably require to effectively
carry out or better evidence or perfect the full intent and meaning of this Agreement.




          Section 5.4. Confidentiality. Subject to the final sentence of this Section 5.4, each Sponsor recognizes
and acknowledges that it has and may in the future receive certain confidential and proprietary
information and trade secrets of LPL or any of its Subsidiaries, including confidential information
of LPL or any of its Subsidiaries regarding identifiable, specific and discrete business
opportunities being pursued by LPL or any of its Subsidiaries (the “Confidential
Information”). Each Sponsor (on behalf of itself and, to the extent that such Sponsor would be
responsible for the acts of the following persons under principles of agency law, its directors,
officers, partners, employees, agents, advisors and representatives who have received Confidential
Information) agrees that it will not, during or after the term of this Agreement, whether directly
or indirectly through an Affiliate, disclose Confidential Information to any Person for any reason
or purpose whatsoever, except (a) to authorized directors, officers, representatives, agents and
employees of LPL or any of its Subsidiaries and as otherwise may be proper in the course of
performing such Sponsor’s obligations, or enforcing such Sponsor’s rights, under this Agreement and
the agreements expressly contemplated hereby; (b) as part of such Sponsor’s normal reporting,
rating or review procedure (including normal credit rating or pricing process), or in connection
with such Sponsor’s or such Sponsor’s Affiliates’ normal fund raising, marketing, informational or
reporting activities, or to such Sponsor’s (or any of its Affiliates’) Affiliates, auditors,
attorneys or other agents; provided that no disclosure of Confidential Information shall be made
pursuant to this clause (b) unless the recipient enters into an agreement not to disclose such
Confidential Information or is otherwise required to keep such Confidential Information
confidential; (c) to any bona fide prospective purchaser of the equity or assets of such Sponsor or
its Affiliates or the Shares held by such Sponsor, or prospective merger partner of such Sponsor or
its Affiliates, provided that such purchaser or merger partner acknowledges and agrees to be bound
by the provisions of this Section 5.4 or (d) as is required to be disclosed by order of a
governmental authority, or by subpoena, summons or legal process, or by Law (provided that, to the
extent permitted by Law, the Sponsor required to make such disclosure shall provide to the LPL
Board prompt notice of such disclosure). For purposes of this Section 5.4, “Confidential
Information” shall not include any information that (x) such Person learns of from a source other
than LPL or any of its Subsidiaries, or any of their representatives, employees, agents or other
service providers, in each case who is not known by such Person to be bound by a confidentiality
obligation, (y) is disclosed in a prospectus or becomes generally available to the public or (z) is
required or requested to be disclosed under compulsion of law (whether by oral question,
interrogatory, subpoena, civil investigative demand or otherwise) pursuant to the terms of any
order, judgment, injunction, decree, stipulation or determination issued, promulgated or entered by
or with any Governmental Body of competent jurisdiction or other requirement of Law and prior to
such disclosure, the disclosing party provides reasonable advance notice to LPL and reasonable
assistance in obtaining confidential







34









 







treatment of such information to the extent possible. LPL acknowledges that in the ordinary course
of the Sponsors’ and their Affiliates’ business, the Sponsors or their Affiliate may pursue,
acquire, manage and serve on the boards of companies that may be potential competitors to LPL and
this Section 5.4 shall not prohibit or restrict such activities. LPL acknowledges that the
Confidential Information may enhance the Sponsors’ knowledge and understanding of the industry of
LPL and its Subsidiaries in a way that cannot be separated from each Sponsor’s other knowledge and
LPL agrees that, without limiting the Sponsors’ obligations under this Section 5. 4, this Section
5.4 shall not restrict the Sponsors’ use of such overall knowledge and understanding of such
industry for each Sponsor’s own internal purposes, including the purchase, sale, consideration of,
and decisions related to other investments. The provisions of this Section 5.4 shall continue in
effect against each Sponsor so long such as such Sponsor continues to be a Stockholder and for a
period of five years thereafter.




ARTICLE VI




MISCELLANEOUS



          Section 6.1. Amendment and Waiver. This Agreement may be amended, modified, extended or terminated, and
the provisions hereof may be waived, only by an agreement in writing signed on behalf of each of
(1) LPL, (2) the H&F Sponsors (so long as they collectively Beneficially Own at least 3% of the
outstanding LPL Common Stock) and (3) the TPG Sponsor (so long as it Beneficially Owns at least 3%
of the outstanding LPL Common Stock); provided that any amendment that would materially and
adversely affect the rights of a Farallon Holder in a way that is materially disproportionate to
how such amendment affects the rights of a Sponsor shall require the written consent of such
Farallon Holder; provided, further, that any amendment that would adversely affect
the rights of a Sponsor or its Indemnitees pursuant to Section 4.10 or Section 6.7 shall require
the written consent of such Sponsor. Each such amendment, modification, extension, termination or
waiver shall be binding upon each party hereto and each Stockholder of Shares subject hereto. For
the avoidance of doubt, the registration rights provisions in ARTICLE IV shall terminate in
accordance with the provisions of Section 4.14.




          Section 6.2. Severability. If any provision of this Agreement shall be declared by any court of competent
jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement, to the
extent permitted by law, shall not be affected and shall remain in full force and effect. Upon any
such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable
and equitable substitute provision to effect the original intent of the parties.




          Section 6.3. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the
complete agreement and understanding among the parties hereto with respect to the subject matter
hereof and supersedes and preempts any prior understandings, agreements or representations by or
among the parties, written or oral, that may have related to the subject matter hereof in any way,
including, without limitation, the rights and obligations set forth in the Original Agreement.
Without limiting the generality of the foregoing, to the extent that any of the terms hereof are
inconsistent with the rights or obligations of LPL under any other agreement with LPL, the terms of
this Agreement shall govern.




35









 








          Section 6.4. Successors and Assigns. Neither this Agreement nor any of the rights or obligations of any
party under this Agreement shall be assigned, in whole or in part (except by operation of law
pursuant to a merger or by a Stockholder to an Affiliate thereof who signs a joinder agreement in
the form attached hereto as Exhibit A (the “Joinder Agreement”) or in such other form
reasonably acceptable to LPL), by any party without the prior written consent of each of (1) LPL,
(2) the H&F Sponsors (so long as they collectively Beneficially Own at least 3% of the outstanding
LPL Common Stock) and (3) the TPG Sponsor (so long as it Beneficially Owns at least 3% of the
outstanding LPL Common Stock); provided, however, that in connection with any sale
or transfer by any Sponsor to no more than one transferee and any number of such transferee’s
Affiliates, of Registrable Securities representing at least 10% of the then outstanding LPL Common
Stock, such transferee(s) may become a party hereto solely for the purposes of Article IV and may
exercise the rights of a Sponsor included therein, including the rights of an Initiating Sponsor
pursuant to Section 4.2(a)(ii) and, solely to the extent that transferor(s) and transferee(s) may
agree, exercise such Sponsor’s rights to initiate Demand Registrations and Marketed Underwritten
Shelf Take-Downs. In the event of any such Transfer, references to the Sponsors or Initiating
Sponsors in Article IV shall be deemed to also refer to the relevant transferee, as appropriate.
This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.




          Section 6.5. Counterparts. This Agreement may be executed in separate counterparts each of which shall be
an original and all of which taken together shall constitute one and the same agreement.




          Section 6.6. Remedies.




               (a) Each party hereto acknowledges that monetary damages would not be an adequate remedy in
the event that each and every one of the covenants or agreements in this Agreement are not
performed in accordance with their terms, and it is therefore agreed that, in addition to and
without limiting any other remedy or right it may have, the non-breaching party will have the right
to an injunction, temporary restraining order or other equitable relief in any court of competent
jurisdiction enjoining any such breach and enforcing specifically each and every one of the terms
and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the
event a court determines that such a breach has occurred, and to waive any requirement for the
securing or posting of any bond in connection with such remedy.



               (b) All rights, powers and remedies provided under this Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or
beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later
exercise of any other such right, power or remedy by such party.



          Section 6.7. Indemnification of Sponsors.




               (a) LPL will indemnify, exonerate and hold the Sponsors and each of their respective partners,
stockholders, members, Affiliates (excluding LPL and its controlled Affiliates), directors,
officers, fiduciaries, managers, controlling Persons, employees and agents and each of the
partners, stockholders, members, Affiliates (excluding LPL and its controlled Affiliates),
directors, officers, fiduciaries, managers, controlling Persons, employees and agents



36









 




of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and
against any and all actions, causes of action, suits, claims, liabilities, losses, damages and
costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and
expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement
(collectively, the “Indemnified Liabilities”), arising out of any action, cause of action,
suit, arbitration or claim arising directly or indirectly out of, or in any way relating to such
Sponsor’s or its Affiliates’(excluding LPL and its controlled Affiliates) actual, alleged or deemed
control or ability to influence LPL or any of its Subsidiaries or the actual or alleged act or
omission of such Sponsor’s nominee(s) including for any alleged act or omission arising out of or
in connection with the IPO (other than any such Indemnified Liabilities that are caused by any (x)
breach of this Agreement, (y) willful misconduct by such Indemnitee or any member of the Sponsor
Group of which it is a member or (z) breach of the duty of loyalty by any Sponsor Director who is a
member of the Sponsor Group of such Indemnitee (which, for the avoidance of doubt, will not include
the Independent Director or any other Director who is not an Affiliate or employee of that Sponsor
or its Affiliates (excluding LPL and its controlled Affiliates)) for which indemnification is not
available to such Sponsor Director under LPL’s certificate of incorporation, bylaws or director
indemnification agreement; provided, however, that if and to the extent that the
foregoing undertaking may be unavailable or unenforceable for any reason (other than due to any (x)
breach of this Agreement, (y) willful misconduct by such Indemnitee or any member of the Sponsor
Group of which it is a member or (z) breach of the duty of loyalty by any Sponsor Director who is a
member of the Sponsor Group of such Indemnitee (which, for the avoidance of doubt, will not include
the Independent Director or any other Director who is not an Affiliate or employee of that Sponsor
or its Affiliates (excluding LPL and its controlled Affiliates)) for which indemnification is not
available to such Sponsor Director under LPL’s certificate of incorporation, bylaws or director
indemnification agreement, LPL hereby agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For
the purposes of this Section 6.7, none of the circumstances described in the limitations contained
in the proviso in the immediately preceding sentence shall be deemed to apply absent a final
non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the
extent any such limitation is so determined to apply to any Indemnitee as to any previously
advanced indemnity payments made by LPL, then such payments shall be promptly repaid by such
Indemnitee to LPL. The rights of any Indemnitee to indemnification hereunder will be in addition
to any other rights any such Person may have under any other agreement or instrument to which such
Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or
regulation or under the certificate of incorporation or bylaws of LPL or any of its Subsidiaries.
For purposes of this Section 6.7(a), (x) the “H&F Sponsor Group” shall mean the H&F
Sponsors and each of their respective partners, stockholders, members, Affiliates (excluding LPL
and its controlled Affiliates), directors, officers, fiduciaries, managers, controlling Persons,
employees and agents and each of the partners, stockholders, members, Affiliates (excluding LPL and
its controlled Affiliates), directors, officers, fiduciaries, managers, controlling Persons,
employees and agents of each of the foregoing and (y) the “TPG Sponsor Group” shall mean
the TPG Sponsor and each of its partners, stockholders, members, Affiliates (excluding LPL and its
controlled Affiliates), directors, officers, fiduciaries, managers, controlling Persons, employees
and agents and each of the partners, stockholders, members, Affiliates (excluding LPL and its
controlled Affiliates), directors, officers, fiduciaries, managers, controlling Persons, employees
and agents







37









 







of each of the foregoing. For the avoidance of doubt, the H&F Sponsor Group shall include each
Sponsor Director who is an H&F Director and is an Affiliate or employee of the H&F Sponsor or its
Affiliates (excluding LPL and its controlled Affiliates), and the TPG Sponsor Group shall include
each Sponsor Director who is a TPG Director and is an Affiliate or employee of the TPG Sponsor or
its Affiliates (excluding LPL and its controlled Affiliates). “Sponsor Group” will mean
each of the H&F Sponsor Group and the TPG Sponsor Group.




               (b) LPL acknowledges and agrees that it shall be the full indemnitor of first resort in
respect of indemnification or advancement of expenses in connection with any Jointly Indemnifiable
Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the
Delaware General Corporation Law (the “DGCL”), (ii) its certificate of incorporation, as
amended, (iii) its bylaws, as amended, (iv) any director indemnification agreement, (v) this
Agreement and (vi) any other agreement between LPL and the Indemnitee pursuant to which the
Indemnitee is indemnified ((i) through (vi) collectively, the “Indemnification Sources”),
irrespective of any right of recovery the Indemnitee may have from any corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise
from whom an Indemnitee may be entitled to indemnification with respect to which, in whole or in
part, LPL may also have an indemnification obligation (collectively, the “Secondary
Indemnitors”) (i.e., LPL’s obligations to such Indemnitees are primary and any obligation of
any Secondary Indemnitor to advance expenses or to provide indemnification for the same loss or
liability incurred by such Indemnitees is secondary to LPL’s obligations). LPL acknowledges and
agrees that it shall be required to advance the full amount of expenses incurred by any such
Indemnitee and shall be liable for the full amount of all liability and loss suffered by such
Indemnitee (including, but not limited to, expenses (including, but not limited to, attorneys’ fees
and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by
such Indemnitee), without regard to any rights any such Indemnitee may have against any Secondary
Indemnitor, and LPL irrevocably waives, relinquishes and releases each Secondary Indemnitor from
any and all claims against such Secondary Indemnitor for contribution, subrogation or any other
recovery of any kind in respect thereof. LPL shall indemnify each Secondary Indemnitor directly
for any amounts that such Secondary Indemnitor pays as indemnification or advancement on behalf of
any such Indemnitee and for which such Indemnitee may be entitled to indemnification from LPL in
connection with Jointly Indemnifiable Claims. No right of indemnification, advancement of expenses
or other right of recovery that an Indemnitee may have from any Secondary Indemnitor shall reduce
or otherwise alter the rights of the Indemnitee or the obligations of LPL hereunder. No
advancement or payment by any Secondary Indemnitor on behalf of any such Indemnitee with respect to
any claim for which such Indemnitee has sought indemnification from LPL shall affect the foregoing
and the Secondary Indemnitors shall be subrogated to the extent of such advancement or payment to
all of the rights of recovery of such Indemnitee against LPL. Each Indemnitee shall execute all
papers reasonably required and shall do all things that may be reasonably necessary to secure the
rights of such Indemnitee’s Secondary Indemnitors under this Section 6.7, including the execution
of such documents as may be necessary to enable the Secondary Indemnitors effectively to bring suit
to enforce such rights, including in the right of LPL. LPL and Indemnitee agree that each of the
Secondary Indemnitors shall be third-party beneficiaries with respect to this Section 6.7, entitled
to enforce this Section 6.7 as though each such Secondary Indemnitor were a party to this
Agreement. For purposes of this Section 6.7, the term “Jointly Indemnifiable Claims” shall
be broadly construed and shall include, without



38









 




limitation, any Indemnified Liabilities for which the Indemnitee shall be entitled to
indemnification from both (1) LPL pursuant to the Indemnification Sources, on the one hand, and (2)
any Secondary Indemnitor pursuant to any other agreement between any Secondary Indemnitor and the
Indemnitee pursuant to which the Indemnitee is indemnified, the laws of the jurisdiction of
incorporation or organization of any Secondary Indemnitor and the certificate of incorporation,
certificate of organization, bylaws, partnership agreement, operating agreement, certificate of
formation, certificate of limited partnership or other organizational or governing documents of any
Secondary Indemnitor, on the other hand.




               (c) Notwithstanding anything to the contrary contained in this Agreement, for purposes of
Section 6.7, the term Indemnitee shall not include any Sponsor Director in such Person’s capacity
as a director of LPL or any of LPL’s Subsidiaries. Each Sponsor Director will be entitled to
indemnification in his or her capacity as such solely pursuant to LPL’s certificate of
incorporation, bylaws and each such Sponsor Director’s indemnification agreement(s) with LPL and
any of LPL’s Subsidiaries.



          Section 6.8. Expenses. LPL agrees to pay all reasonable fees and disbursements of one counsel and an
accountant retained by the Sponsors as a group and all reasonable out of pocket travel expenses of
Sponsors in connection with the negotiation and execution of this Agreement and the IPO.



          Section 6.9. Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (upon telephonic confirmation of receipt), on the
first Business Day following the date of dispatch if delivered by a recognized next day courier
service, or on the third Business Day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices hereunder shall be
delivered as set forth below, or pursuant to such other instructions as may be designated in
writing by the party to receive such notice.


If to LPL:



c/o LPL Holdings, Inc.

One Beacon Street, 22nd Floor

Boston, Massachusetts 02108

Attention: Stephanie Brown

Fax: 617-556-2811



with a copy (which shall not constitute notice) to:



Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Attention: Julie H. Jones

Fax: (617) 951-7294







39









 







If to Sponsors:



c/o Texas Pacific Group

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Attention: Richard Schifter

Fax: (415) 743-1501



and



c/o Hellman & Friedman LLC

One Maritime Plaza, 12th Fl.

San Francisco, CA 94111

Attention: Allen Thorpe

Fax: (415) 788-0176



with a copy (which shall not constitute notice) to:



Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, CA 94034

Attention: Richard Capelouto

Fax: (650) 251-5002



Section 6.10. Governing Law; Consent to Jurisdiction.




                    (a) This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware. The parties hereto agree that any suit, action or proceeding (“Litigation”)
seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby shall be brought in any federal court
located in the State of Delaware or any Delaware state court. Each of the parties hereto hereby
irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense,
counterclaim or otherwise, in any such Litigation, the defense of sovereign immunity, any claim
that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other
than the failure to serve process in accordance with this Section 6.10, that it or its property is
exempt or immune from jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by
applicable law, that the Litigation in any such court is brought in an inconvenient forum, that the
venue of such Litigation is improper, or that this Agreement, or the subject matter hereof, may not
be enforced in or by such particular courts and further irrevocably waives, to the fullest extent
permitted by applicable law, the benefit of any defense that would hinder, fetter or delay the
levy, execution or collection of any amount to which the party is entitled pursuant to the final
judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law,



40









 




any and all rights to trial by jury in connection with any Litigation arising out of or relating to
this Agreement or the transactions contemplated hereby.




               (b) Each of the parties hereto irrevocably consents to the service of process out of any of
the aforementioned courts in any such Litigation by the mailing of copies thereof by registered
mail, postage prepaid, to such party at its address set forth in this Agreement, such service of
process to be effective upon acknowledgment of receipt of such registered mail.



               (c) The parties hereto each expressly acknowledge that the foregoing waivers are intended to
be irrevocable under the laws of the State of Delaware and of the United States of America;
provided that consent by the parties hereto to jurisdiction and service contained in this Section
6.10 is solely for the purpose referred to in this Section 6.10 and shall not be deemed to be a
general submission to said courts or in the State of Delaware other than for such purpose.



          Section 6.11. Interpretation. The table of contents and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.”




          Section 6.12. Term and Effectiveness.




               (a) This Agreement shall become effective contemporaneously with the consummation of the IPO.
This Agreement shall not become effective and shall automatically be of no force or effect if the
IPO is not consummated on or before June 30, 2011.



               (b) This Agreement shall terminate upon the later of the time that no Sponsor has the right to
nominate at least one director pursuant to Section 2.2, the termination with respect to all
Stockholders of Article IV pursuant to Section 4.14(a) and the expiration of the Shelf Period;
provided, however, that Section 4.10, Section 4.11 and Section 4.13 shall survive
as specified in Section 4.14(b) and Section 6.7 shall survive termination of this Agreement.



41









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 	 	 

	 	 	LPL INVESTMENT HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ STEPHANIE L. BROWN  
	 	 
	 

	 	Name:
	 	Stephanie L. Brown
	 	 
	 

	 	Title:	 	Secretary and Vice President	 	 







 












 





	 	 	 	 	 
	 	HELLMAN & FRIEDMAN CAPITAL 

PARTNERS V, L.P.

 	 
	 	By:  	 Hellman & Friedman Investors V,
 L.P., its general partner
 	 
	 
	 	By:  	                                                      Hellman & Friedman LLC, its 
general partner
 	 
	 
	 	 	 
	 	By:  	/s/ ALLEN THORPE
 	 
	 	Name:  	Allen Thorpe 	 
	 	Title:  	Managing Director 	 
	 
	 	HELLMAN & FRIEDMAN CAPITAL 

PARTNERS V (PARALLEL), L.P.

 	 
	 	By:  	Hellman & Friedman Investors V,
L.P., its general partner
 	 
	 
	 	By:  	                                                      Hellman & Friedman LLC, its 
general partner
 	 
	 
	 	 	 
	 	By:  	/s/ ALLEN THORPE
 	 
	 	Name:  	Allen Thorpe 	 
	 	Title:  	Managing Director 	 
	 
	 	Hellman & Friedman Capital Associates V, L.P.

 	 
	 	By:  	 Hellman & Friedman Investors V, 
L.P., its general partner
 	 
	 
	 	By:  	                                                      Hellman & Friedman LLC, its 
general partner
 	 
	 
	 	 	 
	 	By:  	/s/ ALLEN THORPE
 	 
	 	Name:  	Allen Thorpe 	 
	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	TPG PARTNERS IV, L.P.

 	 
	 	By:  	 TPG GenPar IV, L.P., 
its general partner
 	 
	 
	 	By:  	                                                      TPG GenPar IV Advisors, LLC, 
its general partner
 	 
	 
	 	By:  	/s/ RONALD CAMI
 	 
	 	Name:  	Ronald Cami 	 
	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	FARALLON CAPITAL PARTNERS, L.P.
 	 
	 	By:  	Farallon Partners, L.L.C., its general
partner
 	 
	 
	 	 	 
	 	By:  	/s/ MICHAEL LINN
 	 
	 	Name:  	Michael Linn	 
	 	Title:  	Managing Director 	 
	 
	 	FARALLON CAPITAL INSTITUTIONAL 
PARTNERS, L.P.
 	 
	 	By:  	 Farallon Partners, L.L.C., its general 
partner
 	 
	 
	 	 	 
	 	By:  	/s/ MICHAEL LINN
 	 
	 	Name:  	Michael Linn	 
	 	Title:  	Managing Director 	 
	 
	 	FARALLON CAPITAL INSTITUTIONAL 
PARTNERS II, L.P.
 	 
	 	By:  	 Farallon Partners, L.L.C., its general 
partner
 	 
	 
	 	 	 
	 	By:  	/s/ MICHAEL LINN
 	 
	 	Name:  	Michael Linn	 
	 	Title:  	Managing Director 	 
	 
	 
	 	FARALLON CAPITAL INSTITUTIONAL 
PARTNERS III,
L.P.
 	 
	 	By:  	Farallon Partners, L.L.C., its general 
partner
 	 
	 	 	 	 
	 
	 	By:  	/s/ MICHAEL LINN
 	 
	 	Name:  	Michael Linn	 
	 	Title:  	Managing Director