Exhibit 10.3 


 





EXECUTION
VERSION


 





VOTING
AND SUPPORT AGREEMENT


 


VOTING AND
SUPPORT AGREEMENT (this “Agreement”), dated as of November 24, 2019, by and among The Charles Schwab
Corporation, a Delaware corporation (“Parent”), and each of the Persons listed on Exhibit A hereto (each
a “Stockholder” and, collectively, the “Stockholders”).


 


W
I T N E S S E T H:


 


WHEREAS,
concurrently with the execution of this Agreement, TD Ameritrade Holding Corporation, a Delaware corporation (the
“Company”), Parent and Americano Acquisition Corp., a Delaware corporation and a direct, wholly owned
Subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger, dated as of the
date hereof and a copy of which is attached as Exhibit B hereto (the “Merger Agreement”), pursuant
to which, among other things, each outstanding share of common stock, par value $0.01 per share, of the Company (the
“Company Common Stock”) will be converted into the right to receive the Merger Consideration, as specified
in the Merger Agreement;


 


WHEREAS,
as of the date hereof, each Stockholder is the Beneficial Owner (as defined herein) of the shares of Company Common Stock set
forth opposite such Stockholder’s name on Exhibit A hereto (all shares of Company Common Stock Beneficially Owned
by a Stockholder set forth on Exhibit A hereto, the “Existing Shares”);


 


WHEREAS,
the consummation of the Merger requires receipt of the Company Stockholder Approval;


 


WHEREAS,
as a condition and inducement to Parent entering into the Merger Agreement, Parent has required that each Stockholder agree, and
each Stockholder has agreed, to enter into this Agreement and abide by the covenants and obligations with respect to such Stockholder’s
Covered Shares (as defined herein); and


 


WHEREAS,
the Board of Directors of the Company, acting upon the unanimous recommendation of the Company Special Committee, has unanimously
approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, understanding that the
execution and delivery of this Agreement by each Stockholder is a material inducement and condition to Parent’s willingness
to enter into the Merger Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending
to be legally bound hereby, the parties hereto agree as follows:


 




    


    


    


Article
1

General


 


Section 1.01.
Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger
Agreement in effect on the date hereof. The following capitalized terms, as used in this Agreement, shall have the following meanings:


 


“Beneficial
Ownership” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. The terms “Beneficially
Own”, “Beneficially Owned” and “Beneficial Owner” shall each have a correlative
meaning.


 


“Covered
Shares” means, with respect to a Stockholder, such Stockholder’s Existing Shares, (i) plus any shares of
Company Common Stock or other capital stock of the Company and any shares of Company Common Stock or other capital stock of the
Company issuable upon the conversion, exercise or exchange of securities that are as of the relevant date securities convertible
into or exercisable or exchangeable for shares of Company Common Stock or other capital stock of the Company, in each case, that
such Stockholder has or acquires Beneficial Ownership of on or after the date hereof, and (ii) less any shares of Company
Common Stock Transferred pursuant to a Permitted Transfer or subject to a Foreclosure.


 


“Expiration
Date” means the earliest of (a) the date and time on which the Merger Agreement shall have been, without the prior written
consent of the Stockholders, amended or supplemented, or any provision thereof waived, in a manner (i) that changes the form of
or amount of Merger Consideration payable in respect of any Covered Shares (other than, for the avoidance of doubt, adjustments
in accordance with the terms of the Merger Agreement) or (ii) that is in any way material and adverse to any of the Stockholders,
(b) the date and time on which the Merger Agreement is terminated in accordance with its terms, (c) the date and time on which
the Company Stockholder Approval is obtained and (d) the date and time on which a Company Adverse Recommendation Change is made.


 


“Permitted
Transfer” means, with respect to any Stockholder, a Transfer of such Stockholder’s Covered Shares (a) to any of
its Affiliates, (b) to any other Person to whom Parent has consented with respect to a Transfer by such Stockholder in advance
in writing (such consent not to be unreasonably withheld, conditioned or delayed), (c)(i) to any member of any Stockholder’s
family or to a trust solely for the benefit of any Stockholder and/or any member of any Stockholder’s family or (ii) upon
the death of such Stockholder pursuant to the terms of any trust or will of such Stockholder or by the Applicable Laws of intestate
succession, (d) if such Stockholder is a trust, any beneficiary of such trust, (e) to any Person for bona fide estate planning
purposes, (f) in connection with any arrangement set forth on Schedule 1 attached hereto (including any current or
future Transfers of Covered Shares related to such arrangements) or (g) to any other Stockholder; provided that (x) in
the case of clause (a), such Affiliate shall remain an Affiliate of such Stockholder at all times following such Transfer and
(y) in the case of clauses (a) through (e), prior to the effectiveness of such Transfer, such transferee executes and delivers
to Parent a written agreement, in form and substance reasonably acceptable to Parent, to assume all of such Stockholder’s
obligations hereunder in respect of such Stockholder’s Covered Shares subject to such Transfer and to be bound by the terms
of this Agreement, with respect to such Covered Shares, to the same extent as such Stockholder is


 




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bound hereunder and to make each
of the representations and warranties hereunder in respect of itself and such Covered Shares as such Stockholder shall have made
hereunder. For the avoidance of doubt, any recipient or transferee of any Stockholder’s Covered Shares pursuant to a Permitted
Transfer may Transfer any and all Covered Shares that were Transferred to such transferee to its own Permitted Transferee(s) in
accordance with the terms and subject to the conditions of this Agreement, as if such permitted Transferee were a “Stockholder”.


 


“Representatives”
means, with respect to a Person, such Person’s controlled Affiliates (other than the Company and its Subsidiaries) and its
and their respective officers, directors, employees, agents and advisors.


 


“Transfer”
means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (including by
merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary
disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or
other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance, hypothecation
or similar disposition of (including by merger, by tendering into any tender or exchange offer, by testamentary disposition, by
operation of law or otherwise); provided that a foreclosure on the Covered Shares pledged pursuant to any arrangements
described on Schedule 1 attached hereto in the event of a default thereunder (a “Foreclosure”) shall
be deemed not to be a Transfer.


 


Article
2

Voting


 


Section 2.01.
Agreement To Vote.


 


(a)  
Each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that during the term of this
Agreement, at the Company Stockholder Meeting and at any other meeting of the stockholders of the Company, however called, including
any adjournment or postponement thereof, such Stockholder shall, in each case to the fullest extent that such Stockholder’s
Covered Shares are entitled to vote thereon or consent thereto:


 


(i)  
appear at each such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat
for purposes of calculating a quorum; and


 


(ii)  
vote (or cause to be voted), in person or by proxy, all of such Stockholder’s Covered Shares: (A) in favor of (1)
the adoption and approval of the Merger Agreement and approval of the Merger and other transactions contemplated by the Merger
Agreement and (2) any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing
matters are submitted for consideration and vote of the stockholders of the Company to a later date if there is not a quorum or
sufficient votes for approval of the matters on the date on which such meeting is held to vote upon any of the foregoing matters,
(B) against any action or agreement that would result in a material breach of any covenant, representation or warranty or any


 




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other obligation or
agreement of the Company contained in the Merger Agreement and (C) against any Company Acquisition Proposal (other than the Merger
and the transactions contemplated by the Merger Agreement) or Company Superior Proposal .


 


(b)  
Each Stockholder (severally and not jointly) hereby (i) waives, and agrees not to exercise or assert, any appraisal or
similar rights (including under Section 262 of Delaware Law) in connection with the Merger and (ii) agrees (A) not to commence
or participate in and (B) to take all actions necessary to opt out of any class in any class action with respect to any claim,
derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Affiliates relating to the negotiation,
execution or delivery of this Agreement or the Merger Agreement or the consummation of the Transactions, including any claim (1)
challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or
(2) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with this Agreement, the Merger
Agreement or the Transactions (for the avoidance of doubt, participating in the defense of such claims is not prohibited).


 


Section 2.02.
No Inconsistent Agreements. Each Stockholder (severally and not jointly) hereby covenants and agrees that, except for this
Agreement, no such Stockholder has (a) entered into, or shall enter into at any time while this Agreement remains in effect, any
voting agreement or voting trust with respect to such Stockholder’s Covered Shares or (b) granted, or shall grant at any
time while this Agreement remains in effect, a proxy or power of attorney with respect to such Stockholder’s Covered Shares
(except pursuant to ‎Section 2.03 or pursuant to any irrevocable proxy card delivered to the Company directing that such Stockholder’s
Covered Shares be voted in accordance with ‎Section 2.01); provided, however, that this ‎Section 2.02 shall
not preclude such Stockholder from Transferring such Stockholder’s Covered Shares pursuant to a Permitted Transfer.


 


Section 2.03.
Proxy. Each Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Parent and any Person designated in
writing by Parent, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s
Covered Shares in accordance with ‎Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of
stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance
with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; provided, however,
that such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such
Stockholder has not delivered to the Secretary of the Company at least five Business Days prior to the meeting at which any of
the matters described in ‎Section 2.01 is to be considered a duly executed irrevocable proxy card (provided that sensitive
information such as account numbers may be redacted from the proxy card provided to Parent) validly directing that such Stockholder’s
Covered Shares be voted in accordance with ‎Section 2.01; provided, further, for the avoidance of doubt, that such
proxy and voting and related rights are expressly limited to those matters set forth in Section 2.01 that are presented for consideration
to the Company’s stockholders generally, and each Stockholder shall retain at all times the to vote such Stockholder’s
Covered Shares (or to direct how such Covered Shares shall be voted) in such Stockholder’s sole discretion and without any
other limitation on any other matters. This proxy contemplated hereby, if it becomes effective, is coupled with an interest, is
given as an additional inducement of Parent to enter into the Merger Agreement and shall be irrevocable prior to the


 




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termination of this Agreement
in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may terminate this proxy
with respect to such Stockholder at any time at its sole election by written notice provided to such Stockholder.


 


Article
3

Representations And Warranties


 


Each Stockholder
(severally and not jointly) hereby represents and warrants to Parent as follows as of the date hereof:


 


Section 3.01.
Authorization; Validity of Agreement. If such Stockholder is an entity, such Stockholder is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization. Such Stockholder has the requisite capacity and authority
to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly authorized (to the extent authorization is required), executed and delivered by such Stockholder
and, assuming due authorization, execution and delivery by Parent constitutes a valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. If such Stockholder
is married and such Stockholder’s Covered Shares constitute community property under Applicable Law, this Agreement has
been duly authorized (to the extent authorization is required), executed and delivered by, and constitutes the valid and binding
agreement of, such Stockholder’s spouse, subject to the Bankruptcy and Equity Exceptions.


 


Section 3.02.
Ownership. As of the date hereof, (a) such Stockholder’s Existing Shares set forth opposite such Stockholder’s
name on Exhibit A are Beneficially Owned by such Stockholder, free and clear of any encumbrances other than (w) pursuant
to this Agreement, the Merger Agreement, under applicable federal or state securities laws or pursuant to any written policies
of the Company only with respect to restrictions upon the trading of securities under applicable securities laws, (x) encumbrances
that would not materially impair such Stockholder’s ability to perform its obligations under this Agreement, (y) customary
encumbrances pursuant to the terms of any custody or similar agreement applicable to Covered Shares held in brokerage accounts
or (z) encumbrances that are related to any instrument set forth on Schedule 1 attached hereto. As of the date hereof,
such Stockholder’s Existing Shares constitute all of the shares of Company Common Stock (or any other equity interests of
the Company) Beneficially Owned or owned of record by such Stockholder.


 


Section 3.03.
No Violation. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby
by such Stockholder does not, and the performance by such Stockholder of its obligations under this Agreement will not, (a) conflict
with or violate any Applicable Law or if applicable, any certificate or articles of incorporation, as applicable, or bylaws or
other equivalent organizational documents of such Stockholder, or (b) violate, conflict with, result in a breach of any provision
of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required
by, or result in the creation of any encumbrance upon any of


 




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the properties or assets of such
Stockholder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument or obligation to which such Stockholder is a party, or by which it or any of its properties
or assets may be bound except, in the case of clauses (a) or (b) as would not, individually or in the aggregate, reasonably be
expected to materially impair such Stockholder’s ability to perform its obligations hereunder.


 


Section 3.04.
Consents and Approvals. The execution and delivery of this Agreement by such Stockholder does not, and the performance
by such Stockholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby
will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or
notification to, any Governmental Authority, other than the filing of any required reports or other information with the SEC or
any actions or filings the absence of which would not reasonably be expected to materially impair the such Stockholder’s
ability to perform its obligations hereunder.


 


Section 3.05.
Absence of Litigation. As of the date hereof, there is no Proceeding pending or, to the knowledge of such Stockholder,
threatened against such Stockholder before (or, in the case of threatened Proceedings, that would be before) any Governmental
Authority, that has had or would reasonably be expected to impair the ability of such Stockholder to perform its obligations hereunder
or that, to such Stockholder’s knowledge, in any manner challenges or seeks to prevent, enjoin, alter or materially delay
any of the Transactions.


 


Section 3.06
Adequate Information. Such Stockholder is a sophisticated holder with respect to such Stockholder’s Covered Shares
and has adequate information concerning the transactions contemplated by the Merger Agreement and concerning the business and
financial condition of the Company and Parent to make an informed decision regarding the matters referred to herein and has independently,
without reliance upon the Company, Parent, any of their Affiliates or any of the respective Representatives of the foregoing,
and based on such information as such Stockholder has deemed appropriate, made such Stockholder’s own analysis and decision
to enter into this Agreement.


 


Section 3.07. Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from
Parent, Merger Sub or the Company in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement
made by or on behalf of such Stockholder.


 


Section 3.08.
Reliance by Parent. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in
reliance upon the execution and delivery of this Agreement by such Stockholder and the representations and warranties of such
Stockholder contained herein. Such Stockholder understands and acknowledges that the Merger Agreement governs the terms of the
Merger and the other transactions contemplated thereby.


 




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Article
4

Other Covenants


 


Section 4.01.
Prohibition On Transfers; Other Actions. Until the termination of this Agreement in accordance with Section 5.01 and except
in connection with a Transfer of any Covered Shares related to the arrangements set forth on Schedule 1 attached hereto,
each Stockholder (severally and not jointly) agrees that it shall not Transfer any of such Stockholder’s Covered Shares
or Beneficial Ownership thereof unless such Transfer is a Permitted Transfer. Any Transfer in violation of this provision shall
be void ab initio. No Stockholder shall request that the Company or its transfer agent register the transfer (book-entry
or otherwise) of any of such Stockholder’s Covered Shares and each Stockholder hereby consents to the entry of stop transfer
instructions by the Company of any transfer of the Covered Shares, unless such transfer is a Permitted Transfer or in connection
with a Foreclosure; provided that any such stop transfer instructions shall be immediately and automatically withdrawn
and terminated by the Company following the earlier to occur of (a) the Expiration Date and (b) the Effective Time.


 


Section 4.02.
Stock Dividends, Etc. In the event of any change in the Company Common Stock by reason of any reclassification, recapitalization,
reorganization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares,
or any stock dividend or stock distribution, merger or other similar change in capitalization, the terms “Existing Shares”
and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions
and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such
transaction.


 


Section 4.03.
No Solicitation; Support Of Acquisition Proposals.


 


(a)  
From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the Expiration Date, each Stockholder
(severally and not jointly) agrees that it shall not, directly or indirectly (i) solicit, initiate or take any action to knowingly
facilitate or knowingly encourage the submission of any Company Acquisition Proposal or (ii) enter into or participate in any
discussions or negotiations with, furnish any confidential or nonpublic information relating to the Company or any of its Subsidiaries,
or knowingly assist, knowingly facilitate or knowingly encourage any effort by, any Third Party that such Stockholder knows is
seeking to make, or has made, a Company Acquisition Proposal. Each Stockholder shall immediately cease and cause to be terminated
all discussions or negotiations with any Third Party conducted heretofore (other than with Parent) with respect to any Company
Acquisition Proposal. Notwithstanding clause (ii) above, each Stockholder may (and may permit such Stockholder’s controlled
Affiliates and such Stockholder’s and such Stockholder’s controlled Affiliates’ Representatives to) participate
in discussions and negotiations with, provide information and data to and otherwise facilitate any Person making a Company Acquisition
Proposal (or its Representatives) with respect to such Company Acquisition Proposal if (i) the Company is engaging in discussions
or negotiations with such Person in accordance with Section 6.03 of the Merger Agreement and (ii) such Stockholder’s negotiations,
discussions, provision of information or data or other facilitation are in conjunction with and ancillary to the Company’s
discussions and negotiations.


 




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(b)  
For the avoidance of doubt, for the purposes of this ‎Section 4.03, any officer, director, employee, agent or advisor
of the Company (in each case, in their capacities as such) shall be deemed not to be a Representative of any Stockholder.


 


Section 4.04.
Notice Of Acquisitions. Each Stockholder (severally and not jointly) agrees to notify Parent as promptly as reasonably practicable
orally and in writing of the number of any additional shares of Company Common Stock or other securities of the Company of which
such Stockholder acquires Beneficial Ownership on or after the date hereof. For purposes of the preceding sentence, information
included in filings of such Stockholder made with the SEC and publicly available on EDGAR shall be deemed to have been timely
provided to the Company.


 


Section 4.05.
Announcements. Each Stockholder hereby authorizes Parent to publish and disclose in any announcement or disclosure relating
to the Transactions, including in the Joint Proxy Statement/Prospectus, the Stockholders’ aggregate ownership of the Stockholders’
Covered Shares and the nature of the Stockholders’ obligations under this Agreement, subject to the Stockholders’
review and consent (not to be unreasonably withheld) of any such announcement or disclosure.


 


Section 4.06.
Post-Closing Integration. Parent commits in good faith to seek to maintain, from the Closing Date through the second anniversary
of the Closing Date, a level of employment in Nebraska comparable to the Company’s level of employment in Nebraska at the
Closing Date, taking into account voluntary attrition and transaction-related integration plans.


 


Section 4.07
S-4 Registration. Parent shall prepare and file the Registration Statement on Form S-4 to cover the registration of the
shares of Parent Common Stock to be issued to each of the Stockholders pursuant to the Merger.


 


Article
5

Miscellaneous


 


Section 5.01.
Termination. This Agreement shall remain in effect until the earlier to occur of (a) the Effective Time and (b) the Expiration
Date, at which time this Agreement, and all rights and obligations of the parties hereunder, shall automatically and simultaneously
terminate and be of no further force or effect without liability of any party to the other, and none of the parties shall have
any further obligations or liabilities hereunder; provided that neither the provisions of this ‎Section 5.01 nor the
termination of this Agreement shall relieve any party hereto from any liability to any other party arising out of or in connection
with a breach of this Agreement (x) occurring prior to termination of this Agreement and (y) which breach was the consequence
of an action (or omission) by a party hereto with actual knowledge that such action (or omission) would be a material breach of
this Agreement; and provided further that (i) Section 4.06, and the all rights and obligations of the parties thereunder,
shall survive the Effective Time and (ii) ‎Article 5 shall survive the termination of this Agreement pursuant to this Section
5.01.


 


Section 5.02.
No Agreement As Director or Officer. Notwithstanding any provision in this Agreement to the contrary, (a) nothing in this
Agreement shall limit or restrict a Stockholder, or any officer, director or other Representative of such Stockholder, in his
or her capacity as a


 




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director or officer of the Company
from acting in such capacity or voting in such capacity in such person’s sole discretion on any matter and (b) the taking
of any action (or any failures to act) by any Stockholder or any officer, director or other Representative of such Stockholder
in his or her capacity as a director or officer of the Company shall not be deemed to constitute a breach of this Agreement. The
terms and conditions of this Agreement shall apply to each Stockholder solely in such Stockholder's capacity as a stockholder
of the company.


 


Section 5.03.
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any other Person any direct
or indirect ownership or incidence of ownership of or with respect to any Covered Shares. Each Stockholder has agreed to enter
into this Agreement and act in the manner specified in this Agreement for consideration. All rights and all ownership and economic
benefits of and relating to such Stockholder’s Covered Shares shall remain vested in and belong to such Stockholder and
its applicable controlled Affiliates, and except as expressly set forth in this Agreement, nothing herein shall, or shall be construed
to, grant Parent any power, sole or shared, to direct or control the voting or disposition of any of such Stockholder’s
Covered Shares or in the exercise of such Stockholder’s rights as a shareholder of the Company. Nothing in this Agreement
shall be interpreted (i) as creating or forming a “group” with any other Person, including Parent or any other Stockholder,
for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of Applicable Law or (ii) as causing any other
Person, including Parent or any other Stockholder, to be an affiliated stockholder or to have voting power, “control”
or “beneficial ownership” over any Stockholder’s Covered Shares.


 


Section 5.04.
Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission)
and shall be given:


 


(i)       if
to Parent, to the applicable address (and with a copy (which shall not constitute notice)) set forth in Section 11.01 of the Merger
Agreement.


 


and


 


(ii)       if
to a Stockholder, to the applicable address set forth opposite such Stockholder’s name on Exhibit A hereto, in each
case with a copy (which shall not constitute notice) to:


 


Cravath,
Swaine & Moore LLP


Worldwide
Plaza


825 Eighth
Avenue


New York,
NY 10019


Attention:
    Faiza J. Saeed, Esq.


Ting
S. Chen, Esq.


Email:            fsaeed@cravath.com


tchen@cravath.com


 


or to such
other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All
such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received
prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication


 




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shall be deemed to have been
received on the next succeeding Business Day in the place of receipt.


 


Section 5.05.
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. When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall
be to an Article or Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. Headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever
the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed
to be followed by the words “without limitation.” References to “the date hereof” shall mean the date
of this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars.
This Agreement shall not be interpreted or construed to require any Person to take any action, or fail to take any action, if
to do so would violate any Applicable Law. References to any statute or regulation refer to such statute or regulation as amended,
modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated
under the statute) and references to any section of any statute or regulation include any successor to such section.


 


Section 5.06.
Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, including by facsimile or by email
with .pdf attachments, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed
and delivered (by electronic communication, facsimile or otherwise) by the other parties hereto. Until and unless each party has
received a counterpart hereof signed by the other parties hereto, this Agreement shall have no effect and no party shall have
any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).


 


Section
5.07. Entire Agreement. This Agreement and, to the extent referenced herein, the Merger Agreement, together with the several
agreements and other documents and instruments referred to herein or therein or attached hereto or thereto, constitute the entire
agreement between the parties with respect to the subject matter thereof and supersedes all prior agreements and understandings,
both oral and written, between the parties with respect to the subject matter thereof.


 


Section 5.08
Governing Law; Consent To Jurisdiction; Waiver Of Jury Trial.


 


(a)  
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard
to the conflicts of law rules of such state. Each of the parties hereto (i) irrevocably consents to the service of the summons
and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property,
in accordance with ‎Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this ‎Section
5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably
and unconditionally consents


 




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and submits itself and its property
in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court
therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular
matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition
and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with
this Agreement shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of
Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (v) waives
any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it shall not
bring any action relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent and
the Stockholders agree that a final judgment in any action or proceeding in such court as provided above shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.


 


(b)  
EACH PARTY HERETO 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 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,
THE MERGER OR THE OTHER TRANSACTIONS. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) 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, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION ‎5.08(b).


 


Section
5.09. Amendment; Waiver. 


 


(a)  
Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by the party against whom the
waiver is to be effective.


 


(b)  
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. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or
remedies provided by Applicable Law.


 




    11


    


    

Section 5.10.
Remedies. The parties acknowledge and agree that irreparable harm would occur and that the parties would not have any adequate
remedy at law (i) for any breach of the provisions of this Agreement or (ii) in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms. It is accordingly agreed that, except to the extent this Agreement
is terminated in accordance with ‎Section 5.01, the parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages and
each party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. The
parties further agree that (x) by seeking the remedies provided for in this ‎‎Section 5.10, a party shall not in any respect
waive its right to seek any other form of relief that may be available to a party under this Agreement, including monetary damages
and (y) nothing contained in this ‎‎Section 5.10 shall require any party to institute any proceeding for (or limit any
party’s right to institute any proceeding for) specific performance under this ‎Section 5.10 before pursuing damages
nor shall the commencement of any action pursuant to this ‎‎Section 5.10 or anything contained in this ‎‎Section
5.10 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of ‎‎Section 5.01
or pursue any other remedies under this Agreement that may be available then or thereafter.


 


Section 5.11.
Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such
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, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination,
the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the fullest extent possible.


 


Section 5.12.
Successors And Assigns; Third Party Beneficiaries. Other than to a transferee pursuant to a Permitted Transfer (which, for
the avoidance of doubt, will not relieve a Stockholder of its obligations hereunder), neither this Agreement nor any of the rights,
interests or obligations contained herein shall be assigned by a party hereto (whether by operation of law or otherwise) without
the prior written consent of the other parties hereto. Any purported assignment in contravention hereof shall be null and void.
Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and permitted assigns. 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.


 


Section 5.13.
Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by, with respect to the Parent,
the party incurring such cost or expense and, with respect to the Stockholders, the Company pursuant to the Indemnification Agreement
dated as of the date hereof, among the Stockholders and the Company.


 




    12


    


    

Section 5.14
Existing Registration Rights Agreement. Effective as of the Closing, all rights and obligations of the Stockholders under
that certain Registration Rights Agreement, dated September 18, 2017, by and among the Company, The Toronto-Dominion Bank, a Canadian
chartered bank (“TD”), TD Luxembourg International Holdings S.à r.l., a Luxembourg company and an indirect
wholly owned subsidiary of TD, and certain other persons party thereto will terminate.


 


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    13


    


    

IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be signed (where applicable, by their respective officers or other authorized
Person thereunto duly authorized) as of the date first written above.


 


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




    
[Signature Page to Voting and Support Agreement]


    


    

	 	/s/ J. Joe Ricketts 
	 	J. Joe Ricketts, individually
	 	 
	 	/s/ Marlene M. Ricketts
	 	Marlene M.
Ricketts, individually and as trustee of each of the (a) Marlene M. Ricketts Two Year AMTD GRAT, (b) Marlene M. Ricketts Three
Year AMTD GRAT, (c) Marlene M. Ricketts Five Year AMTD GRAT, (d) Marlene M. Ricketts 2019 Two Year AMTD GRAT, (e) Marlene M. Ricketts
2019 Three Year AMTD GRAT and (f) Marlene M. Ricketts 2019 Five Year AMTD GRAT

	 	 
	 	

    Marlene M. Ricketts 1994 Dynasty Trust

    By: RPTC, Inc., as trustee
	 	 
	 	 
	 	By:	/s/ Alfred Levitt
	 	 	Name:Alfred Levitt
	 	 	Title:  Secretary and Trust Officer
	 	 
	 	

    J. Joe Ricketts 1996 Dynasty Trust GST Exempt 

    By: RPTC, Inc., as trustee
	 	 
	 	 
	 	By:	/s/ Alfred Levitt
	 	 	Name:Alfred Levitt
	 	 	Title:  Secretary and Trust Officer



 

	 	J. Joe Ricketts 1996 Dynasty Trust

By: RPTC, Inc., as trustee
	 	 
	 	 
	 	By:	/s/ Alfred Levitt
	 	 	Name:Alfred Levitt
	 	 	Title:  Secretary and Trust Officer



 



    
[Signature Page to Voting and Support Agreement]


    


    

EXHIBIT A


 


OWNERSHIP
OF EXISTING SHARES


 


	Beneficial Owner	Number
of Existing Shares (Company Common Stock)




        Each Stockholder confirms
that there is no overlap between any Existing Shares in the box opposite such Stockholder’s name and the Existing Shares
in any other box. 
	Address
    for Notice
	J.
    Joe Ricketts	32,686,808	4503
West Virginia Avenue

        Bethesda, MD 20814

        Attention: Alfred Levitt

        Email: alevitt@hugollc.com

        Phone: 301-452-9230

	Marlene
    M. Ricketts	13,873,8751	Same as above.

         

	Marlene M. Ricketts 1994
        Dynasty Trust

         
	1,186,112	Same as above.
	J. Joe Ricketts 1996
        Dynasty Trust GST Exempt

         
	1,334,354	Same as above.
	J. Joe Ricketts 1996
        Dynasty Trust

         
	2,852,334	Same as above.



 















 



1
Includes all Company Common Stock Beneficially Owned by Marlene M. Ricketts, including through one or more trusts.