Exhibit 10.5 


 





REGISTRATION
RIGHTS AGREEMENT


 


by and among


 


THE CHARLES
SCHWAB CORPORATION,


 


CHARLES R.
SCHWAB,


 


THE TORONTO-DOMINION
BANK,


 


and


 


THE OTHER
STOCKHOLDERS DESCRIBED HEREIN


 


 



 


Dated as
of November 24, 2019


 




     


     


    

TABLE
OF CONTENTS









 






  




Page


 





	Section 1.	Definitions.	1
	Section 2.	Shelf Registration.	6
	Section 3.	Demand Registrations.	8
	Section 4.	Inclusion of Other Securities; Priority	9
	Section 5.	Piggyback Registrations.	9
	Section 6.	Holdback Agreements.	12
	Section 7.	Suspensions	13
	Section 8.	Registration Procedures	13
	Section 9.	Participation in Underwritten Offerings	19
	Section 10.	Registration Expenses.	19
	Section 11.	Indemnification; Contribution.	20
	Section 12.	Rule 144 Compliance	23
	Section 13.	Miscellaneous.	23
	Exhibit A	Form of Counterpart to Registration Rights Agreement	 
	Exhibit B	ESOP Parties	 







 




    i


     


    

THIS
REGISTRATION RIGHTS AGREEMENT is made and entered into as of November 24, 2019 by and among The Charles Schwab Corporation, a
Delaware corporation (the “Parent”), Charles R. Schwab (“Mr. Schwab”), The
Toronto-Dominion Bank, a Canadian-chartered bank (“TD Bank”), the persons listed as ESOP Parties on
Exhibit B  (or such other persons that become an ESOP Party to this Agreement by executing a joinder agreement prior to the
Closing Date agreeing to be bound by the terms hereof) (collectively, the “ESOP Parties”), and any
Stockholder Transferee of the foregoing that becomes a party to this Agreement by executing and delivering a counterpart to
this Agreement in the form attached hereto as Exhibit A.


 


RECITALS


 


WHEREAS,
The Charles Schwab Corporation and Mr. Schwab were parties to the Restated Registration Rights Agreement, dated as of March
31,1987 (“Existing Registration Rights Agreement”); and


 


WHEREAS,
in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November
24, 2019 (the “Merger Agreement”), by and among Parent, TD Ameritrade
Holding Corporation, a Delaware corporation (“TD Ameritrade”) and Americano Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of Parent, the parties hereto desire to enter into this Agreement in order to grant certain registration
rights to the Holders of Registrable Securities as set forth below and to amend and restate the Existing Registration Rights Agreement
in its entirety.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valid consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:


 


Section 1.Definitions.


 


(a)  As
used in this Agreement, the following terms shall have the following meanings:


 


“Affiliate”
of a Person has the meaning set forth in Rule 12b-2 under the Exchange Act, and “Affiliated” shall have
a correlative meaning. For purposes of this definition, the term “control” (including the correlative meanings
of the terms “controlled by” and “under common control with”), as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of
such Person, whether through the ownership of voting securities or by contract or otherwise. Notwithstanding anything to
the contrary set forth in this Agreement, (i) Parent and its Affiliates shall not be deemed to be Affiliates of Mr. Schwab,
TD Bank, or any Holder and (ii) none of Mr. Schwab and his Affiliates or TD Bank and its Affiliates, respectively, shall be
deemed to be Affiliates of one another.


 




     


     


    

“Aggregate
Offering Price” means the aggregate offering price of Registrable Securities in any offering, calculated based upon
the Fair Market Value of the Registrable Securities, in the case of a Minimum Amount, as of the date that the applicable Demand
Registration Request is delivered, and in the case of an Underwritten Shelf Takedown, as of the date that the applicable Underwritten
Shelf Takedown Notice is delivered.


 


“Agreement”
means this Registration Rights Agreement, as amended, modified or supplemented from time to time, in accordance with the terms
hereof, together with any exhibits, schedules or other attachments hereto.


 


“Chosen
Courts” has the meaning set forth in Section 13(e)(ii).


 


“Closing
Date” has the meaning set forth in the Merger Agreement.


 


“Common
Shares” means the Common Stock or Nonvoting Common Stock, par value $0.01 per share, of Parent and any other shares
of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon
conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation,
other corporate reorganization or other similar event).


 


“Controlling
Person” has the meaning set forth in Section 11(a).


 


“Covered
Person” has the meaning set forth in Section 11(a).


 


“Demand
Registration” has the meaning set forth in Section 3(a).


 


“Demand
Registration Request” has the meaning set forth in Section 3(a).


 


“Equity
Securities” means shares of Common Shares or shares of any other class of equity securities of Parent.


 


“ESOP
Parties” has the meaning set forth in the Preamble.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Existing
Registration Rights Agreement” has the meaning set forth in the Recitals.


 


“Fair
Market Value” means, with respect to any Registrable Securities, the average closing sales price, calculated for the
five (5) trading days immediately preceding the date of a determination.


 


“Free
Writing Prospectus” has the meaning set forth in Section 11(a).


 


“Governmental
Entity” means any United States or foreign (i) federal, state, local, municipal or other government, (ii) governmental
or quasi-governmental entity of


 




    2 


     


    

any nature
(including, without limitation, any governmental agency, branch, department, official or entity and any court or other tribunal),
(iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing
authority or power of any nature, including, without limitation, any arbitral tribunal and self-regulatory organizations, or (iv)
any national securities exchange or national quotation system.


 


“Holder”
means, as applicable, Mr. Schwab, TD Bank, the ESOP Parties and any Stockholder Transferee that has become a party to this
Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A, in each case
to the extent such Person is a holder or beneficial owner of Registrable Securities.


 


“Initiating
Holder(s)” means the Holder(s) requesting an Underwritten Shelf Takedown pursuant to Section 2(e) or a Demand Registration
pursuant to Section 3(a).


 


“Laws”
means, collectively, any applicable federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty,
convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted,
adopted, promulgated or applied by a Governmental Entity.


 


“Lock-Up
Period” means the date that is eight (8) months following the Closing Date.


 


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


 


“Minimum
Amount” means an amount of Registrable Securities that either (i) is equal to or greater than 1.5 million shares of
Common Shares (as such number may be adjusted hereafter to reflect any stock dividend, subdivision, recapitalization, reclassification,
split, distribution, combination or similar event) or (ii) has an Aggregate Offering Price of at least $50 million.


 


“Parent”
has the meaning set forth in the Preamble and includes Parent’s successors by merger, acquisition, reorganization or otherwise.


 


“Participating
Holder” means any Holder participating in an Underwritten Shelf Takedown or Demand Registration that such Holder did
not initiate.


 


“Permissible
Withdrawal” means a withdrawal (i) based on the reasonable determination of the Holder who made the Demand Registration
Request that there has been, since the date of the applicable Demand Registration Request, a material adverse change in the business,
financial condition, results of operations or prospects of Parent, in general market conditions or in market conditions for online
brokerage businesses generally, or (ii) in which each of the withdrawing Holders shall have paid or reimbursed on a pro rata basis
Parent for all of the reasonable out-of-pocket fees and expenses incurred by Parent in connection with the withdrawn Demand Registration.


 




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“Person”
means any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, foundation, unincorporated organization or government or other agency or political subdivision thereof.


 


“Piggyback
Registration” has the meaning set forth in Section 5(a).


 


“Piggyback
Shelf Registration Statement” has the meaning set forth in Section 5(a).


 


“Piggyback
Shelf Takedown” has the meaning set forth in Section 5(a).


 


“Prospectus”
means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to Registrable
Securities, as amended or supplemented and including all material incorporated by reference in such prospectus or prospectuses.


 


“Registrable
Securities” means, at any time, (i) any shares of Common Shares held or beneficially owned by any Holder, (ii) any shares
of Common Shares issued or issuable to any Holder upon the conversion, exercise or exchange, as applicable, of any other Equity
Securities held or beneficially owned by any Holder and (iii) any shares of Common Shares issued or issuable to any Holder with
respect to any shares described in clauses (i) and (ii) above by way of a stock dividend or stock split or in exchange for or
upon conversion of such shares or otherwise in connection with a combination of shares, share subdivision, distribution, recapitalization,
merger, consolidation, other reorganization or other similar event (it being understood that, for purposes of this Agreement,
a Person shall be deemed to be a Holder of Registrable Securities whenever such Person in its sole discretion has the right to
then acquire or obtain from Parent any Registrable Securities, whether or not such acquisition has actually been effected), provided,
that any shares of Common Shares issued or issuable provided in clauses (i) through (iii) above shall cease to be Registrable
Securities when (A) they have been disposed of pursuant to an effective Registration Statement under the Securities Act, (B) they
have been sold or distributed pursuant to Rule 144 or Rule 145 under the Securities Act, (C) they have ceased to be outstanding,
or (D) the applicable Holder has withdrawn from the Agreement pursuant to Section 13(p).


 


“Registration
Expenses” has the meaning set forth in Section 10(a).


 


“Registration
Statement” means any registration statement of Parent under the Securities Act which covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including the Prospectus, all amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all documents incorporated by reference in such Registration Statement.


 


“Rule
144” means Rule 144 under the Securities Act or any successor rule thereto.


 




    4 


     


    

“SEC”
means the Securities and Exchange Commission or any successor agency administering the Securities Act and the Exchange Act at
the time.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling
Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable
Securities and fees and expenses of legal counsel engaged by the Holders in respect of the sale of Registrable Securities.


 


“Shelf
Registration” has the meaning set forth in Section 2(a).


 


“Shelf
Registration Statement” has the meaning set forth in Section 2(a).


 


“Shelf
Takedown” has the meaning set forth in Section 2(d).


 


“Similar
Securities” means, in connection with any registration of securities of Parent, all securities of Parent which are (i)
the same as or similar to those being registered, (ii) convertible into or exchangeable or exercisable for the securities being
registered, or (iii) the same as or similar to the securities into which the securities being registered are convertible into,
exchangeable or exercisable for.


 


“Stockholders
Agreement” means the stockholders agreement by and among The Charles Schwab Corporation and TD Bank, dated November
24, 2019.


 


“Stockholder
Transferee” means with respect to Mr. Schwab, TD Bank, and ESOP Parties, any direct or indirect transferee of such
Holder that has become a party to this Agreement by executing and delivering a counterpart to this Agreement in the form
attached hereto as Exhibit A; provided that such Stockholder Transferee acquires (i) Registrable Securities in a
Transfer that complies with any other contractual restrictions between the applicable Holder and Parent and (ii) at least 5%
of the outstanding Common Shares pursuant to such Transfer.


 


“Suspension”
has the meaning set forth in Section 7.


 


“TD
Ameritrade” has the meaning set forth in the Recitals. 


 


“TD
Bank” has the meaning set forth in the Preamble.


 


“Transfer”
means, when used as a noun, any direct or indirect, voluntary or involuntary, sale, disposition, hypothecation, mortgage, gift,
pledge, assignment, attachment or other transfer (including the creation of any derivative or synthetic interest, including a
participation or other similar interest) and entry into a definitive agreement with respect to any of the foregoing and, when
used as a verb, voluntarily to directly or indirectly sell, dispose, hypothecate, mortgage, gift, pledge, assign, attach or otherwise
transfer, in any case, whether by operation of law or otherwise, or enter into a definitive agreement with respect to any of the
foregoing.


 





 




    5 


     


    

 


“underwritten
offering” means a registered offering of securities conducted by one or more underwriters pursuant to the terms of an
underwriting agreement.


 


“Underwritten
Shelf Takedown” has the meaning set forth in Section 2(e).


 


“Underwritten
Shelf Takedown Notice” has the meaning set forth in Section 2(e).


 


(b)  In
addition to the above definitions, unless the context requires otherwise:


 


(i)  any
reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended
or modified and shall also include any successor statute, regulation, rule or form, as amended, from time to time;


 


(ii)  the
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, in each case notwithstanding the absence of any express statement to such effect, or the presence of such express
statement in some contexts and not in others;


 


(iii)  references
to “Section” are references to Sections of this Agreement;


 


(iv)  words
such as “herein”, “hereof”, “hereinafter” and “hereby” when used in this Agreement
refer to this Agreement as a whole;


 


(v)  references
to “business day” mean any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized
by Law or order to be closed; and


 


(vi)  references
to “dollars” and “$” mean U.S. dollars.


 


Section 2.Shelf
Registration.


 


(a)  Filing.
Following demand by any Holder not party to the Stockholders Agreement or demand by any Holder after expiration of the Lock-Up
Period, Parent shall as promptly as possible (i) prepare and file with the SEC a Registration Statement on Form S-3 or the then
appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or
any successor rule thereto that covers all Registrable Securities then outstanding for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”),
(ii) amend an existing registration statement so that it is usable for Shelf Registration and an offering on a delayed or continuous
basis of Registrable Securities, or (iii) file a prospectus supplement that shall be deemed to be a part of an existing registration
statement in accordance with Rule 430B under the Securities Act that is usable for Shelf Registration and an offering on a delayed
or continuous basis of Registrable Securities (as applicable, a “Shelf Registration Statement”). If permitted
under the Securities Act, such Shelf Registration Statement 


 




    6 


     


    

 


shall be an “automatic shelf registration statement” as
defined in Rule 405 under the Securities Act.


 


(b)  Effective
Registration Statement. Parent shall use its best efforts to (i) cause the Shelf Registration Statement filed pursuant to
Section 2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable
after the filing thereof and (ii) keep such Shelf Registration Statement continuously effective and in compliance with the Securities
Act and useable for the resale of Registrable Securities until such time as there are no Registrable Securities remaining, this
Agreement is terminated in accordance with its terms, or Parent is no longer eligible to maintain a Shelf Registration Statement,
including by filing successive replacement or renewal Shelf Registration Statements upon the expiration of such Shelf Registration
Statement.


 


(c)  Additional
Registrable Securities; Additional Selling Stockholders. At any time and from time to time that a Shelf Registration
Statement is effective, if a Holder of Registrable Securities requests (i) the registration under the Securities Act of additional
Registrable Securities pursuant to such Shelf Registration Statement or (ii) that such Holder be added as a selling stockholder
in such Shelf Registration Statement, Parent shall as promptly as practicable amend or supplement the Shelf Registration Statement
to cover such additional Registrable Securities and/or Holder.


 


(d)  Right
to Effect Shelf Takedowns. Each Holder shall be entitled, at any time and from time to time when a Shelf Registration Statement
is effective, to sell any or all of the Registrable Securities covered by such Shelf Registration Statement (a “Shelf
Takedown”); provided, that any Shelf Takedown that is an Underwritten Shelf Takedown shall be subject to Section
2(e). A Holder shall give Parent prompt written notice of the consummation of a Shelf Takedown.


 


(e)  Underwritten
Shelf Takedowns. A Holder intending to effect a Shelf Takedown, shall be entitled to request, by written notice to Parent
(an “Underwritten Shelf Takedown Notice”), that the Shelf Takedown be an underwritten offering (an “Underwritten
Shelf Takedown”). The Underwritten Shelf Takedown Notice shall specify the number of Registrable Securities intended
to be offered and sold by such Holder pursuant to the Underwritten Shelf Takedown and the intended method of distribution. Promptly
after receipt of an Underwritten Shelf Takedown Notice (but in any event within two (2) business days), Parent shall give written
notice of the requested Underwritten Shelf Takedown to all other Holders of Registrable Securities and shall include in such Underwritten
Shelf Takedown, subject to Section 4, all Registrable Securities that are then covered by the Shelf Registration Statement and
with respect to which Parent has received a written request for inclusion therein from a Holder no later than five (5) business
days after the date of Parent’s notice. Parent shall not be required to facilitate an Underwritten Shelf Takedown (i) unless
the Aggregate Offering Price from such offering is at least $50,000,000, (ii) with respect to an individual Holder and its Stockholder
Transferees more than three (3) times in the aggregate in any 12-month period, or (iii) within sixty (60) days following any previous
underwritten offering in which at least seventy-five percent (75%) of the number of Registrable Securities


 




    7 


     


    

 


requested by the Holders
to be included in such Registration Statement were included and sold.


 


(f)  Selection
of Underwriters. The Initiating Holder of an Underwritten Shelf Takedown shall have the right to select the investment banking
firm(s) and manager(s) to administer such Underwritten Shelf Takedown (including which such underwriters will serve as lead or
co-lead), subject to the approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed).


 


Section 3.Demand
Registrations.


 


(a)  Right
to Demand Registrations. If Parent is not eligible under applicable Law to register Registrable Securities by way of a Registration
Statement on Form S-3 pursuant to Section 2, any Holder not party to the Stockholders Agreement or any Holder after expiration
of the Lock-Up Period may, by providing written notice to Parent, request to sell all or part of its Registrable Securities pursuant
to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request
for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities
intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof,
including whether it is intended to be an underwritten offering. Promptly (but in any event within three (3) business days) after
receipt of a Demand Registration Request, Parent shall give written notice of the Demand Registration Request to all other Holders
of Registrable Securities. As promptly as practicable after receipt of a Demand Registration Request, Parent shall register all
Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section
4, with respect to which Parent has received a written request for inclusion in the Demand Registration from a Holder no later
than fifteen (15) days after the date on which notice was given to Holders of the Demand Registration Request. Parent shall use
its best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or
otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. Parent shall not be required
to effect a Demand Registration (i) unless the Demand Registration includes Registrable Securities in an amount not less than
the Minimum Amount or (ii) within sixty (60) days following the effective date of a Registration Statement relating to a previous
Demand Registration.


 


(b)  Number
of Demand Registrations. Each of the Holders and their Stockholder Transferees shall be entitled to request up to three (3)
Demand Registrations in the aggregate (which, for the avoidance of doubt, shall be in addition to any Shelf Registration pursuant
to Section 2, other than any Underwritten Shelf Takedown, which shall be deemed a Demand Registration for these purposes and count
towards such maximum number of Demand Registrations) during any 12-month period.


 


(c)  Withdrawal.
A Holder may, by written notice to Parent, withdraw its Registrable Securities from a Demand Registration at any time prior to
the effectiveness of the applicable Registration Statement. Upon receipt of notices from all applicable Holders to such effect,
or if such withdrawal shall reduce the Aggregate Offering Price


 




    8 


     


    

 for the offering of the Registrable Securities to be registered
in connection with such Demand Registration below the Minimum Amount, Parent shall cease all efforts to seek effectiveness of
the applicable Registration Statement, unless Parent intends to effect a primary offering
of securities pursuant to such Registration Statement. In the event that all applicable Holders withdraw their Registrable Securities
from a Demand Registration and the withdrawal is a Permissible Withdrawal, such Demand Registration Request shall not count against
the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b).


 


(d)  Selection
of Underwriters. If a Demand Registration is an underwritten offering, the Initiating Holder shall have the right to select
the investment banking firm(s) to act as the managing underwriter(s) in connection with such offering (including which such managing
underwriters will serve as lead or co-lead), subject to the approval of Parent (which approval shall not be unreasonably withheld,
conditioned or delayed).


 


Section 4.Inclusion
of Other Securities; Priority. Parent shall not include in any Demand Registration or Shelf Takedown any securities that
are not Registrable Securities without the prior written consent of the Holder(s) of the Registrable Securities participating
in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and
the managing underwriters of such offering advise Parent and the Holders in writing that, in their opinion, the number of Equity
Securities proposed to be included in such Demand Registration or Underwritten Shelf Takedown, including all Registrable Securities
and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that can reasonably
be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or
distribution of the securities to be sold in such offering), Parent shall include in such Demand Registration or Underwritten
Shelf Takedown: (i) first, the Registrable Securities proposed to be sold by the Initiating Holder and the Participating
Holders pro rata based on the number of Registrable Securities proposed to be sold by the Initiating Holding and each Participating
Holder, and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities
to be sold for the account of Parent and/or any other holders of Equity Securities), allocated, in the case of this clause (ii),
among such Persons in such manner as Parent may determine. If more than one Participating Holder is participating in such Demand
Registration or Underwritten Shelf Takedown and the managing underwriters of such offering determine that a limited number of
Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the
offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities
that are included in such offering shall be allocated pro rata among the Participating Holders on the basis of the number of Registrable
Securities initially requested to be sold by each such Participating Holder in such offering.


 


Section 5.Piggyback
Registrations.


 


(a)  Whenever
Parent proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration
Statement on Form




    9 


     


    




S-8 (or other
registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or
other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a
transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend
or distribution reinvestment or similar plan or (iv) that is a Demand Registration or Shelf Takedown hereunder), whether for its
own account or for the account of one or more stockholders of Parent (other than the Holders of Registrable Securities) (a “Piggyback
Registration”), Parent shall give prompt written notice to each Holder of Registrable Securities of its intention to
effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration
Statement) and, subject to Sections 5(b) and 5(c), shall include in such Registration Statement and in any offering of Equity
Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such
offering by such Holder for the account of such Holder, provided that Parent has received a written request for inclusion
therein from such Holder no later than three (3) days after the date on which Parent has given notice of the Piggyback Registration
to Holders. Parent may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time
in its sole discretion, subject to any other contractual obligations between Parent and any other holders of Equity Securities
with respect to such Piggyback Registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form
S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Holders of Registrable
Securities shall be notified by Parent of and shall have the right, but not the obligation, to participate in any offering pursuant
to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), subject to the same limitations
that are applicable to any other Piggyback Registration as set forth above. A Holder may, by written notice to Parent, withdraw
its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of the applicable Registration
Statement.


 


(b)  Priority
on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten
offering on behalf of Parent and the managing underwriters of the offering advise Parent in writing that, in their opinion, the
number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity
Securities proposed to be included in such offering, exceeds the number of Equity Securities that can reasonably be expected to
be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution
of the securities to be sold in such offering), Parent shall include in such Piggyback Registration or Piggyback Shelf Takedown:
(i) first, the Equity Securities that Parent proposes to sell in such offering; (ii) second, any Registrable
Securities requested to be included therein by any Holders, allocated, in the case of this clause (ii), pro rata among such Holders
on the basis of the number of Registrable Securities initially proposed to be included by each such Holder in such offering, up
to the number of Registrable Securities, if any, that the managing underwriters determine can be included in the offering without
reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution 


 




    10 


     


    

of the
securities to be offered in such offering); and (iii) third, any Equity Securities proposed to be included in such
offering by any other Person to whom Parent has a contractual obligation to facilitate such offering, allocated, in the case of
this clause (iii), pro rata among
such Persons on the basis of the number of Equity Securities initially proposed to be included by each such Person in such offering,
up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without
reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the
securities to be offered in such offering).


 


(c)  Priority
on Secondary Piggyback Registrations. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten
offering on behalf of a holder of Equity Securities to whom Parent has a contractual obligation to facilitate such offering, other
than Holders of Registrable Securities, and the managing underwriters of the offering advise Parent in writing that, in their
opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all
other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which can reasonably
be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or
distribution of the securities to be sold in such offering), Parent shall include in such Piggyback Registration or Piggyback
Shelf Takedown: (i) first, the Equity Securities that the Person demanding the offering pursuant to such contractual right
proposes to sell in such offering; (ii) second, any Registrable Securities requested to be included therein by any
Holders, allocated, in the case of this clause (ii), pro rata among such Holders on the basis of the number of Registrable Securities
initially proposed to be included by each such Holder in such offering, up to the number of Registrable Securities, if any, that
the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the
success of the offering (including the price, timing or distribution of the securities to be offered in such offering); and
(iii) third, any Equity Securities proposed to be sold for the account of Parent in such offering and any Equity Securities
proposed to be included in such offering by any other Person to whom Parent has a contractual obligation to facilitate such offering,
allocated, in the case of this clause (iii), pro rata among Parent and such Persons on the basis of the number of Equity Securities
initially proposed to be included by Parent and each such other Person in such offering, up to the number of Equity Securities,
if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely
affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).


 


(d)  Selection
of Underwriters. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on
behalf of Parent, Parent shall have the right to select the investment banking firm(s) to act as the managing underwriter(s) in
connection with such offering. If a Piggyback Registration or a Piggyback Shelf Takedown is initiated as an underwritten offering
on behalf of a holder of Equity Securities to whom Parent has a contractual obligation to facilitate such offering, the right
to select the investment banking firm(s) to act as the managing underwriter(s) in connection with such offering shall be governed
by such applicable contractual arrangement between Parent and such holder of Equity Securities, provided 


 




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that
such managing underwriter shall be reasonably acceptable to the Holder or Holders of a majority of the Registrable Securities
proposed to be included in such Piggyback Registration or Piggyback Shelf Takedown (such approval not to be unreasonably
withheld, conditioned or delayed); provided, further, that such Holder or Holders may designate a
co-managing underwriter to participate in the Piggyback Registration or Piggyback Shelf Takedown, in each case to the extent
permitted by such applicable contractual arrangement between Parent and such holder of Equity Securities.


 


Section 6.Holdback
Agreements.


 


(a)  Holders
of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities
that holds or beneficially owns at least 2% of the outstanding Common Shares agrees that in connection with any underwritten Demand
Registration, Underwritten Shelf Takedown or a registered underwritten offering of Common Shares by Parent in a primary offering
for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without
the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s)
(which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering),
effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144.
The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in
an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable
Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling
stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such
offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common
Shares is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable
Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that
are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary
waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s)
shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting
the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable
Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s
agreement a covenant consistent with the foregoing provisions of this Section 6(a).


 


(b)  Parent.
To the extent requested by the managing underwriter(s) for the applicable offering, Parent shall not effect any sale registered
under the Securities Act or other public distribution of Equity Securities for its own account during the period commencing seven
(7) days prior to and ending sixty (60) days after the pricing of an underwritten offering pursuant to Section 2, Section 3, or
Section 5 of this Agreement, other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other 


 




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registration
solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee
benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction
subject to Rule 145 under the Securities Act or any successor rule thereto) or (iii) in connection with any dividend or distribution
reinvestment or similar plan.


 


Section 7.Suspensions.
Upon giving prompt written notice to the Holders of Registrable Securities, Parent shall be entitled to delay or suspend the filing,
effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if Parent determines in good
faith (after consultation with external legal counsel) that proceeding with the filing, effectiveness or use of such Registration
Statement or Prospectus would require Parent to publicly disclose material non-public information in such Registration Statement
or Prospectus so that it would not be materially misleading, the disclosure of which (i) would not be required to be made at such
time but for the filing, effectiveness or use of such Registration Statement or Prospectus and (ii) would, in the good faith judgment
of Parent, have a material adverse effect on Parent or on any pending negotiation or plan of Parent to effect a merger, acquisition,
disposition, financing, reorganization, recapitalization or other similar transaction; provided, that Parent shall
not be entitled to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding sixty (60)
days on any one occasion, or (iii) for a period exceeding ninety (90) days during any 12-month period. Each Holder who is notified
by Parent of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately
discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately
discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use
of such Registration Statement or Prospectus until such time as it is advised in writing by Parent that the use of the Registration
Statement or Prospectus may be resumed and, if applicable, is furnished by Parent with a supplemented or amended Prospectus as
contemplated by Section 8(g). If Parent delays or suspends a Demand Registration, the Initiating Holder of such Demand Registration
shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count
against the limitation on the number of such Initiating Holder’s Demand Registrations set forth in Section 3(b). Parent
shall promptly notify the Holders of the expiration of any period during which it exercised its rights under this Section. Parent
agrees that, in the event it exercises its rights under this Section, it shall, within sixty (60) days following the Holders’
receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to permit the Holders to
resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.


 


Section 8.Registration
Procedures. If and whenever Parent is required to effect the registration of any Registrable Securities pursuant to this Agreement,
Parent shall use its best efforts to effect and facilitate the registration, offering and sale of such Registrable Securities
in accordance with the intended method of disposition thereof as promptly as is practicable and, pursuant thereto, Parent shall
as expeditiously as possible and as applicable:


 





 




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(a)  prepare
and file with the SEC a Registration Statement with respect to such Registrable Securities, make all required filings
required in connection therewith and (if the Registration Statement is not automatically effective upon filing) use its
reasonable best efforts to cause such Registration Statement to become effective as promptly as
practicable; provided that before filing a Registration Statement or any amendments or supplements thereto,
Parent shall furnish to counsel to the Holders for such registration copies of all documents proposed to be filed, which
documents shall be subject to review by counsel to the Holders, and give the Holders participating in such registration an
opportunity to comment on such documents and keep such Holders reasonably informed as to the registration
process;


 


(b)  prepare
and file with the SEC such amendments and supplements to any Registration Statement and the Prospectus used in connection therewith
as may be (i) reasonably requested by any selling Holder (to the extent such request relates to information relating to such Holder),
or (ii) necessary to keep such Registration Statement effective until all of the Registrable Securities covered by such Registration
Statement have been disposed of and comply with the applicable requirements of the Securities Act with respect to the disposition
of the Registrable Securities covered by such Registration Statement;


 


(c)  before
filing a Registration Statement or Prospectus, or any amendments or supplements thereto and in connection therewith, furnish to
the managing underwriter or underwriters, if any, and to each Holder participating in the registration, without charge, such number
of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement
thereto (in each case including all exhibits thereto and all documents incorporated by reference therein) and such other documents
as such Holder may reasonably request, including in order to facilitate the disposition of the Registrable Securities owned by
such Holder, which documents will be subject to the review of such underwriters and such Holders and their respective counsel,
and not file any Registration Statement or Prospectus or amendments or supplements thereto to which the Holders covered by the
same or the underwriter or underwriters, if any, shall reasonably object;


 


(d)  use
its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky Laws of
such U.S. jurisdiction(s) as any Holder participating in the registration or any managing underwriter reasonably requests and
do any and all other acts and things that may be necessary or reasonably advisable to enable such Holder and each underwriter,
if any, to consummate the disposition of such Holder’s Registrable Securities in such jurisdiction(s); provided,
that Parent shall not be required to qualify generally to do business, subject itself to taxation or consent or subject itself
to general service of process in any jurisdiction where it would not otherwise be required to do so but for its obligations pursuant
to this Section 8(d);


 


(e)  use
its reasonable best efforts to cause all Registrable Securities covered by any Registration Statement to be registered with or
approved by such other Governmental Entities or self-regulatory bodies as may be necessary or reasonably advisable in light of
the business and operations of Parent to enable each Holder participating in the 


 




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registration to consummate the disposition of
such Registrable Securities in accordance with the intended method or methods of disposition thereof; provided, that
Parent shall not be required to qualify generally to do business, subject itself to taxation or consent or subject itself
to general service of process in any jurisdiction where it would not otherwise be required to do so but for its obligations pursuant
to this Section 8(e);


 


(f)  promptly
notify each Holder participating in the registration and the managing underwriters of any underwritten offering:


 


(i)  each
time when the Registration Statement, any pre-effective amendment thereto, the Prospectus or any Prospectus supplement or any
post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective
amendment thereto, when the same has become effective;


 


(ii)  of
any oral or written comments by the SEC or of any request by the SEC or any other federal or state governmental authority for
amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding such Holder;


 


(iii)  of
the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceedings for any such purpose; and


 


(iv)  of
the receipt by Parent of any notification with respect to the suspension of the qualification of any Registrable Securities for
sale under the applicable securities or blue sky Laws of any jurisdiction;


 


(g)  notify
each Holder participating in such registration, at any time when a Prospectus relating thereto is required to be delivered under
the Securities Act, upon becoming aware of the occurrence of any event that would cause the Prospectus included in such Registration
Statement to contain an untrue statement of a material fact or to omit any fact necessary to make the statements made therein
not misleading in light of the circumstances under which they were made, and, as promptly as practicable, prepare, file with the
SEC and furnish to such Holder a reasonable number of copies of a supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such Prospectus will not contain any untrue statement of a material
fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which
they were made;


 


(h)  in
the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, any order suspending or
preventing the use of any related Prospectus or any suspension of the qualification or exemption from qualification of any Registrable
Securities for sale in any jurisdiction, use its best efforts to promptly obtain the withdrawal or lifting of any such order or
suspension;


 


(i)  not
file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement
to the Prospectus used 


 




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in connection therewith, that refers to any Holder covered thereby by name or otherwise identifies such
Holder as the holder of any securities of Parent without the consent of such Holder (such consent not to be unreasonably withheld
or delayed), unless and to the extent such
disclosure is required by Law; provided, that (i) each Holder shall furnish to Parent in writing such information
regarding itself and the distribution proposed by it as Parent may reasonably request for use in connection with a Registration
Statement or Prospectus and (ii) each Holder agrees to notify Parent as promptly as practicable of any inaccuracy or change in
information previously furnished to Parent by such Holder (including with respect to any inaccuracy in any representations or
warranties made by such Holder in any underwriting agreement) or of the occurrence of any event that would cause the Registration
Statement or the Prospectus included in such Registration Statement to contain an untrue statement of a material fact regarding
such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or
the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein
not misleading in light of the circumstances under which they were made and to furnish to Parent, as promptly as practicable,
any additional information required to correct and update the information previously furnished by such Holder such that such Registration
Statement and Prospectus shall not contain any untrue statement of a material fact regarding such Holder or the distribution of
such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities
necessary to make the statements therein not misleading in light of the circumstances under which they were made;


 


(j)  cause
such Registrable Securities to be listed on each securities exchange on which the Common Shares is then listed or, if the Common
Shares is not then listed on any securities exchange, use its reasonable best efforts to cause such Registrable Securities to
be listed on a national securities exchange selected by Parent after consultation with the Holders participating in such registration;


 


(k)  provide
a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective
date of such Registration Statement;


 


(l)  make
available for inspection by any Holder participating in the registration, upon reasonable notice at reasonable times and for reasonable
periods, any underwriter participating in any underwritten offering pursuant to such Registration Statement and any attorney,
accountant or other agent retained by any such Holder or underwriter, all corporate documents, financial and other records relating
to Parent and its business reasonably requested by such Holder or underwriter, cause Parent’s officers, directors, employees
and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant
or agent in connection with such registration or offering and make senior management of Parent and Parent’s independent
accountants available for customary due diligence and drafting sessions; provided, that any Person gaining access
to information or personnel of Parent pursuant to this Section 8(l) shall (i) reasonably cooperate with Parent to limit any resulting
disruption to Parent’s business and (ii) protect the confidentiality of any information 


 




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regarding Parent which Parent determines
in good faith to be confidential and of which determination such Person is notified, pursuant to customary confidentiality agreements
reasonably acceptable to Parent;


 


(m)  otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its stockholders,
as soon as reasonably practicable, an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities
Act and Rule 158 under the Securities Act or any successor rule thereto) covering the period of at least 12 months beginning with
the first day of Parent’s first full fiscal quarter after the effective date of the applicable Registration Statement, which
requirement shall be deemed satisfied if Parent timely files complete and accurate information on Forms 10-K, 10-Q and 8-K under
the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;


 


(n)  in
the case of an underwritten offering of Registrable Securities, promptly incorporate in a supplement to the Prospectus or a post-effective
amendment to the Registration Statement such information as is reasonably requested by the managing underwriter(s) or any Holder
participating in such underwritten offering to be included therein, the purchase price for the securities to be paid by the underwriters
and any other applicable terms of such underwritten offering (and the Holders shall promptly supply any such information within
their possession), and promptly make all required filings of such supplement or post-effective amendment;


 


(o)  in
the case of an underwritten offering of Registrable Securities, enter into such customary agreements (including underwriting and
lock-up agreements in customary form) and take all such other customary actions as any Holder participating in such offering or
the managing underwriter(s) of such offering reasonably requests in order to expedite or facilitate the disposition of such Registrable
Securities;


 


(p)  in
the case of an underwritten offering of Registrable Securities, furnish to each underwriter, if any, participating in an offering
of Registrable Securities (i) (A) all legal opinions of outside counsel to Parent required to be included in the Registration
Statement and (B) a written legal opinion of outside counsel to Parent, dated the closing date of the offering, in form and substance
as is customarily given in opinions of outside counsel to Parent to underwriters in underwritten registered offerings; and
(ii) (A) obtain all consents of independent public accountants required to be included in the Registration Statement and (B) on
the date of the execution of the applicable underwriting agreement and at the closing of the offering, dated the respective dates
of delivery thereof, a “comfort letter” signed by Parent’s independent public accountants in form and substance
as is customarily given in accountants’ letters to underwriters in underwritten registered offerings;


 


(q)  in
the case of an underwritten offering of Registrable Securities, make senior management of Parent available, to the extent requested
by the managing underwriter(s), to assist in the marketing of the Registrable Securities to be sold in such underwritten offering,
including the participation of such members of senior management of Parent in “road show” presentations and other
customary marketing activities, 


 




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including “one-on-one” meetings with prospective purchasers of the Registrable Securities
to be sold in such underwritten offering (with an understanding that these shall be scheduled in a collaborative manner so as
not to unreasonably interfere with the conduct of business of Parent), and otherwise facilitate, cooperate with, and participate
in such underwritten
offering and customary selling efforts related thereto, in each case to the same extent as if Parent were engaged in a primary
underwritten registered offering of its Common Shares;


 


(r)  cooperate
with the Holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing
the Registrable Securities to be sold pursuant to such Registration Statement free of any restrictive legends and representing
such number of shares of Common Shares and registered in such names as the Holders of the Registrable Securities may reasonably
request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement; provided,
that Parent may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository
Trust Company’s Direct Registration System;


 


(s)  not
later than the effective date of such Registration Statement, provide a CUSIP number for all Registrable Securities covered thereby
and provide the applicable transfer agent with printed certificates for the Registrable Securities in a form eligible for deposit
with The Depository Trust Company; provided, that Parent may satisfy its obligations hereunder without issuing physical
stock certificates through the use of The Depository Trust Company’s Direct Registration System;


 


(t)  upon
the request of any Holder, promptly amend any Shelf Registration Statement or take such other action as may be necessary to de-register,
remove or withdraw all or a portion of such Holder’s shares of Common Shares from a Shelf Registration Statement, as requested
by such Holder; and


 


(u)  otherwise
use its reasonable best efforts to take or cause to be taken all other actions necessary or reasonably advisable to effect the
registration, marketing and sale of such Registrable Securities contemplated by this Agreement.


 


Each Holder
agrees that upon receipt of any notice from Parent of the happening of any event of the kind described in Section 8(g) or Section
8(h), such Holder shall use its best efforts to discontinue (and direct any other Person making offers or sales of Registrable
Securities on behalf of such Holder to discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement
or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by Parent
that the use of the Registration Statement or Prospectus may be resumed. If Parent gives any such notice in respect of a Demand
Registration, the Initiating Holder shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand
Registration Request shall not count against the limitation on the number of such Initiating Holder’s Demand Registrations
set forth in Section 3(b).


 





 




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Section 9.Participation
in Underwritten Offerings. No Person may participate in any underwritten offering pursuant to this Agreement unless such Person
(i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements in customary form approved
by the Persons entitled under this Agreement to approve such arrangements (which shall contain such terms and conditions as are
generally prevailing in agreements
of that type, including indemnities no more burdensome to the indemnifying party and no less favorable to the recipient thereof
than those provided in Section 11 hereof) and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided,
that no Holder of Registrable Securities included in any underwritten offering hereunder shall be required to make any representations
or warranties to Parent or the underwriters (other than representations and warranties regarding (A) such Holder’s identity
and ownership of its Registrable Securities to be sold in such offering, (B) such Holder’s power and authority to effect
such Transfer, (C) such Holder’s intended method of disposition, (D) information furnished by such Holder expressly for
inclusion in any Registration Statement or Prospectus, and (E) such matters pertaining to such Holder’s compliance with
securities Laws as may be reasonably requested by the managing underwriter(s)) or to undertake any indemnification obligations
to Parent or the underwriters with respect thereto, other than indemnities that are no more burdensome to the indemnifying party
and no less favorable to the recipient thereof than those provided in Section 11 hereof.


 


Section 10.Registration
Expenses.


 


(a)  Parent
shall pay directly or promptly reimburse all costs, fees and expenses (other than Selling Expenses) incident to Parent’s
performance of or compliance with this Agreement in connection with the registration of Registrable Securities, including, without
limitation, (i) all SEC, FINRA and other registration and filing fees; (ii) all fees and expenses associated with filings
to be made with, or the listing of any Registrable Securities on, any securities exchange or over-the-counter trading market on
which the Registrable Securities are to be listed or quoted; (iii) all fees and expenses of complying with securities and
blue sky Laws (including reasonable fees and disbursements of one counsel in connection therewith); (iv) all printing, messenger,
telephone and delivery expenses (including the cost of distributing Prospectuses in preliminary and final form as well as any
supplements thereto); (v) all fees and expenses incurred in connection with any “road show” for underwritten
offerings, including all costs of travel, lodging and meals; (vi) all transfer agent’s and registrar’s fees;
(vii) all fees and expenses of counsel to Parent; and (viii) all fees and expenses of Parent’s independent public accountants
(including any fees and expenses arising from any special audits or “comfort letters”) and any other Persons retained
by Parent (for the avoidance of doubt, excluding underwriters) in connection with or incident to any registration of Registrable
Securities pursuant to this Agreement (all such costs, fees and expenses, “Registration Expenses”). Each Holder
shall bear its respective Selling Expenses associated with a registered sale of its Registrable Securities pursuant to this Agreement.
For the avoidance of doubt, neither Registration Expenses nor Selling Expenses shall include the fees or expenses of any underwriters’
counsel.


 





 




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(b)  The
obligation of Parent to bear and pay the Registration Expenses shall apply irrespective of whether a registration, once properly
demanded or requested, becomes effective or is withdrawn or suspended; provided, that the Registration Expenses for
any Registration Statement withdrawn at the request of one or more Holder(s) (unless withdrawn following commencement of a Suspension)
shall be borne by such Holder(s).


 


Section 11.Indemnification;
Contribution.


 


(a)  Parent
shall, to the fullest extent permitted by Law, indemnify and hold harmless each Holder of Registrable Securities, any Person who
is a “controlling person” of such Holder or any of its subsidiaries within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and
indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents,
Affiliates and shareholders, and each other agent, if any, who acts on behalf of or controls any such Holder or Controlling Person
(each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities (or actions
or proceedings in respect thereof, whether or not such Covered Person is a party thereto) and expenses (including reasonable costs
of investigation and legal expenses), joint or several, to which such Covered Person may become subject under the Securities Act,
the Exchange Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or otherwise, insofar as such losses,
claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of
a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free
writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) (a “Free Writing Prospectus”)
or any amendment thereof or supplement thereto or any document incorporated by reference therein or (ii) any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and Parent
shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with
investigating, defending or settling any such loss, claim, action, damage or liability; provided, that Parent shall
not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is
based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference
in any such Registration Statement, Prospectus, preliminary Prospectus, Free Writing Prospectus or any amendment thereof or supplement
thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared
and furnished to Parent by such Covered Person expressly for use therein or arises out of or based upon such Covered Person’s
failure to deliver a copy of the Prospectus or any amendments or supplements thereto to a purchaser (if so required) after Parent
has furnished such Covered Person with a sufficient number of copies of the same. This indemnity shall be in addition to any liability
Parent may otherwise have.


 


(b)  In
connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall (severally
and not jointly), to the fullest extent permitted by Law, indemnify and hold harmless Parent, its directors and officers, 


 




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employees,
agents and any Person who is a Controlling Person of Parent and any other selling Holder of Registrable Securities, its directors
and officers, employees, agents and any Person who is a Controlling Person of such other selling Holder against any losses, claims,
actions, damages, liabilities (or actions or proceedings in respect thereof, whether or not such Covered Person is a party thereto)
and expenses (including reasonable costs of investigation and legal expenses), joint or several, to which they or any of them
may become subject
under the Securities Act, the Exchange Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or otherwise,
insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, Free Writing
Prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein or (ii) any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but, in the case of each of clauses (i) and (ii) solely to the extent that such untrue statement or alleged untrue statement,
or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, Free Writing Prospectus
or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity
with, written information regarding such Holder prepared and furnished to Parent by such Holder expressly for use therein;
provided, that the obligation to indemnify pursuant to this Section 11(a) shall be individual and several, not joint and
several, for each participating Holder and shall not exceed an amount equal to the net proceeds (after deducting its portion of
Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement
or Prospectus relates. This indemnity shall be in addition to any liability which such Holder may otherwise have.


 


(c)  Any
Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification; provided, that any failure or delay to so notify the indemnifying party shall not
relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually and
materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject
to indemnification hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate
in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt
of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the
defense of any such claim or action, with counsel reasonably acceptable to the indemnified party; provided, that any
indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own
choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses
subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in
writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action
within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action,
the indemnifying party fails to employ counsel reasonably acceptable to the indemnified


 




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 party, (D) in the reasonable judgment
of any such indemnified party, based upon advice of its counsel, a conflict of interest exists or may potentially exist between
such indemnified party and the indemnifying party with respect to such claims or (E) the indemnified party has reasonably concluded
that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different
from or additional to those available to the indemnifying party. Subject to the proviso in
the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially
similar or related actions arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses
of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall
not have the right to settle a claim or action for which any indemnified party is entitled to indemnification hereunder without
the consent of the indemnified party (not to be unreasonably withheld, conditioned or delayed), and the indemnifying party shall
not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless in either
case such judgment or settlement does not impose any admission of wrongdoing or injunctive or equitable relief binding on any
indemnified party and includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified
party of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable
hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected
with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such
consent not to be unreasonably withheld, conditioned or delayed).


 


(d)  If
the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable
by, or is for any reason insufficient to hold harmless as contemplated by this Section 11 an indemnified party in respect of any
loss, claim, action, damage, liability or expense referred to herein, then the applicable indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such
loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions which
resulted in such loss, claim, action, damage, liability or expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation
or by any other method or allocation that does not take into account the equitable considerations referred to in this Section
11(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section
11(d) exceed an amount by which the net proceeds (after deducting its portion of Selling Expenses) actually received by such Holder
in the sale of Registrable Securities that 


 




    22 


     


    

 


gives rise to such obligation to contribute exceeds the amount of any damages which
such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. No indemnified party
guilty or liable 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.


 


(e)  The
provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any
indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any
Registrable Securities by any Holder.


 


Section 12.Rule
144 Compliance. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and any
other rule or regulation of the SEC that may at any time permit a Holder to sell securities of Parent to the public without registration,
Parent shall:


 


(a)  make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)  use
reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of Parent under the Securities
Act and the Exchange Act;


 


(c)  furnish
to any Holder of Registrable Securities, promptly upon request, a written statement by Parent as to its compliance with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act; and


 


(d)  take
such further action as any Holder of Registrable Securities may reasonably request, to the extent required from time to time to
enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 or 144A or Regulations S under the Securities Act, as such Rules may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.


 


Section 13.Miscellaneous.


 


(a)  No
Inconsistent Agreements; Additional Rights. Parent represents and warrants that it has not entered into, and agrees that
it will not enter into, any agreement with respect to its securities that violates or subordinates or is otherwise inconsistent
with the rights granted to the Holders of Registrable Securities under this Agreement. If Parent enters into any agreement after
the date hereof granting any Person registration rights with respect to any security of Parent which agreement contains any material
provisions more favorable to such Person than those set forth in this Agreement, Parent will notify the Holders and will agree
to such amendments to this Agreement as may be necessary to provide these rights to the Holders.


 





 




    23 


     


    

(b)  Assignment;
Third-Party Beneficiaries. The registration rights of Mr. Schwab, TD Bank and ESOP Parties under this Agreement with
respect to any Registrable Securities of such Holders may be transferred and assigned to any of their respective Stockholder
Transferees (or any trustee or other Person acting on behalf of a Stockholder Transferee) who executes and delivers a
counterpart to this Agreement in the form attached hereto as Exhibit A without the prior written consent of the other parties
hereto. Except as provided in the immediately preceding sentence, neither this Agreement nor any of the rights, interests or
obligations shall be assigned by any of the parties hereto (other than
by operation of law) without the prior written consent of the other parties. Any purported assignment in contravention hereof
shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns. Except (i) as otherwise specifically provided in Section
11, which is intended to benefit each Covered Person, and (ii) for the Stockholder Transferees, this Agreement (including the
documents and instruments referred to herein) is not intended to, and does not, confer upon any person other than the parties
hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.


 


(c)  Specific
Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed
in accordance with its specific terms or otherwise breached. Accordingly, the parties shall be entitled to specific performance
of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the
performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.
Each of the parties hereby further waives (i) any defense in any action for specific performance that a remedy at Law would be
adequate and (ii) any requirement under Law to post security or a bond as a prerequisite to obtaining equitable relief.


 


(d)  No
Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.


 


(e)  Governing
Law; Jurisdiction.


 


(i)  This
Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to any applicable
conflicts of law principles.


 


(ii)  Each
party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or
the transactions contemplated hereby exclusively in any federal or state court located in the State of Delaware (the “Chosen
Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject
of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying
venue in any such action or proceeding in the Chosen 


 




    24 


     


    

 


Courts, (iii) waives any objection that the Chosen Courts are an inconvenient
forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or
proceeding will be effective if notice is given in accordance with Section 13(g).


 


(f)  Waiver
of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER THIS AGREEMENT BY, AMONG OTHER THINGS, MUTUAL
WAIVES AND CERTIFICATIONS IN THIS SECTION 13(F).


 


(g)  Notices.
All notices and other communications hereunder shall be in writing and shall be deemed fully given (i) on the date of delivery
if delivered personally, or if by facsimile, upon confirmation of receipt, or if by e-mail so long as such e-mail states it is
a notice delivered pursuant to this Section 13(g) and a duplicate copy of such e-mail is promptly given by one of the other methods
described in this Section 13(g), (ii) on the first business day following the date of dispatch if delivered utilizing a next-day
service by a recognized next-day courier or (iii) on the earlier of confirmed receipt or the fifth (5th) 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 to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by
the party to receive such notice:


 


If to Parent:


 


The Charles Schwab
Corporation





211 Main Street 


San Francisco, CA 94105





Attention: 


Peter
Crawford 


Peter
Morgan





E-Mail


peter.crawford@schwab.com





peter.morgan@schwab.com


 


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


 






 




    25 


     


    

 


Davis Polk & Wardwell
LLP 


450 Lexington Avenue





New York, New York
10017 


Attention:


William
L. Taylor





Shane
Tintle 


Phone:


(212) 403-1000





Facsimile:


(212)
403-2000



 


E-Mail:


 


 


william.taylor@davispolk.com





shane.tintle@davispolk.com


 


If to Mr.
Schwab:


 


The Charles Schwab
Corporation





211 Main Street 


San Francisco, CA 94105





Attention: 


Peter
Crawford 


Peter
Morgan


 


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


 


Davis Polk & Wardwell
LLP





450 Lexington Avenue 


New York, New York
10017





Attention:


William
L. Taylor 


Shane
Tintle





Phone:


(212) 403-1000





Facsimile:


(212)
403-2000 


E-Mail:


william.taylor@davispolk.com





shane.tintle@davispolk.com


 


If to TD Bank:


 


The
Toronto-Dominion Bank 


66
Wellington Street West





4th
Floor, TD Tower 


Toronto,
Ontario





Canada
M5K 1A2 


Attention:
Ellen Patterson, Group Head and General Counsel





Email:
Ellen.Patterson@td.com


 


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


 


Simpson Thacher &
Bartlett LLP 


425 Lexington Avenue





New York, New York
10017 


Attention: 


Lee
A. Meyerson





Facsimile: 


(212)
455-2502 


E-mail: 


lmeyerson@stblaw.com


 





 




    26 


     


    




If to any other Holder, to such
address as is designated by such Holder in the counterpart to this Agreement in the form attached hereto as Exhibit A.


 


(h)  Interpretation.
The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a
question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of
this Agreement. 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.


 


(i)  Counterparts.
This Agreement may be executed in two (2) or more counterparts (including by facsimile or other electronic means) all of which
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties
and delivered to the other party, it being understood that the parties need not sign the same counterpart.


 


(j)  Entire
Agreement. This Agreement (including the documents and the instruments referred to herein), together with the Merger Agreement
and the Stockholders Agreement (as defined in the Merger Agreement), constitutes the entire agreement among the parties (and their
Affiliates) and supersedes all prior agreements and understandings, both written and oral, among the parties (and their Affiliates)
with respect to the subject matter hereof. For purposes of this ‎Section
13(j), TD Ameritrade will be deemed to be an Affiliate of Parent.


 


(k)  Severability.
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed
and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted
to be only so broad as is enforceable.


 


(l)  Amendments.
Subject to compliance with applicable Law, this Agreement may be amended by the parties hereto, in the case of Parent, by
its Board of Directors. This Agreement may not be amended or modified and waivers and consents to departures from the
provisions hereof (each, an “Amendment”) may not be given, except by an instrument in writing specifically
designated as an amendment hereto, (A) in the case of a purely administrative amendment, signed on behalf of Parent and the
Holder or Holders of Registrable Securities representing at least 67% of the aggregate amount of Registrable Securities held
by the Holders, and (B) in the case of any amendment that is not purely administrative, signed on behalf of Parent and each
of Mr. Schwab, TD Bank and the ESOP Parties. Each Holder of any Registrable Securities at any time or thereafter outstanding
shall be bound by any amendment authorized by this Section 13(l).


 





 




    27 


     


    

(m)  Delivery
by Facsimile or Electronic Transmission. This Agreement and any signed agreement or instrument entered into in connection
with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile
machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version
thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine
or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or
the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine
or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto
forever waives any such defense.


 


(n)  Further
Assurances. Each party to this Agreement shall cooperate and take such action as may be reasonably requested by another party
to this Agreement in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby.


 


(o)  Termination.
This Agreement shall terminate upon the earlier of (i) the termination of the Merger Agreement in accordance with its terms and
(ii) (with respect to any Holder) such time as such Holder holds or beneficially owns, in the aggregate, an equity interest in
Parent of less than 1% of the outstanding shares of Common Shares, provided that the provisions of Sections 10, 11 and
this Section 13 shall survive such termination.


 


(p)  Withdrawal.
At any time, any Holder may elect to withdraw from this Agreement and no longer be subject to the obligations of this Agreement
or have rights under this Agreement from that date forward; provided, that a Holder withdrawing from this Agreement
shall nonetheless be obligated under Section 6(a) with respect to any underwritten offering then pending to the same extent that
such Holder would have been obligated if the Holder had not withdrawn and be entitled to participate under Section 2, Section
3, and Section 5 in any underwritten offering then pending to the same extent that such Holder would have been entitled to if
the Holder had not withdrawn; and provided, further, that no withdrawal from this Agreement shall terminate
a Holder’s rights or obligations under Section 11 above with respect to any prior registration or underwritten offering
then pending.


 


(q)  Existing
Registration Rights Agreement. This Agreement shall amend and restate the Existing Registration Rights Agreement and, as of
the date hereof, the Existing Registration Rights Agreement shall terminate and be of no further force and effect, in each case
with respect to the Company and the Shareholders (as defined in the Existing Registration Rights Agreement).


 


(r)  Effectiveness.
This Agreement shall become effective upon the Closing and prior thereto shall be of no force or effect. If the Merger Agreement
shall be terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and be of
no force or effect.


 





 




    28 


     


    

[Signature
Page Follows]


 


 


 


 


 






    29


    


    

 


 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.


 


	 	THE CHARLES SCHWAB CORPORATION
	 	 
	 	 
	 	By:	/s/ Walter W. Bettinger II
	 	 	Name:Walter W. Bettinger II
	 	 	Title:  President and Chief Executive Officer
	 	 	 
	 	 	 


	 	
	 	 
	 	 	/s/ Charles R. Schwab
	 	 	Name: Charles R. Schwab
	 	 	
	 	 	 


	 	THE TORONTO-DOMINION BANK
	 	 
	 	 
	 	By:	/s/ Riaz Ahmed
	 	 	Name:Riaz Ahmed
	 	 	Title:  Group Head and Chief Financial Officer



 


 





[Signature Page to Registration Rights
Agreement]









     


     


    

Exhibit
A


 


Form of Counterpart
to Registration Rights Agreement


 


The undersigned
is executing and delivering this counterpart pursuant to that certain Registration Rights Agreement, dated as of November 24,
2019 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration
Rights Agreement”) by and among The Charles Schwab Corporation, a Delaware corporation (the “Parent”),
Charles R. Schwab, The Toronto-Dominion Bank and the other stockholders described therein. Capitalized terms used but not defined
herein shall have the respective meanings ascribed to such terms in the Registration Rights Agreement.


 


By executing
and delivering this counterpart to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration
Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a
Stockholder Transferee of [ ], to become a party to, and to be bound by and comply with the provisions of, the Registration Rights
Agreement in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. The undersigned
hereby represents and warrants that it is a Stockholder Transferee of [ ] and has acquired Registrable Securities in a Transfer
in compliance with all applicable contractual restrictions between the applicable Holder and Parent.


 


	 	[NAME OF TRANSFEREE]
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	 	 


	 	Address for Notices:
	 	[ ]	 
	 	Attention:	[ ]
	 	Phone:	[ ]
	 	Facsimile:	[ ]
	 	E-Mail:	[ ]




     


     


    

	 	with a copy (which shall not constitute notice) to:
	 	[ ]	 
	 	Attention:	[ ]
	 	Phone:	[ ]
	 	Facsimile:	[ ]
	 	E-Mail:	[ ]




     


     


    

Exhibit
B


 


ESOP Parties


 


	Name
	Address
for Notices

	 None