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Note: Portions Of This Agreement - BROADRIDGE FINANCIAL SOLUTIONS, - 6-10-2010

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Note: Portions Of This Agreement - BROADRIDGE FINANCIAL SOLUTIONS,  - 6-10-2010 Powered By Docstoc
					                                                                                                                          Exhibit 10.1

                            NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A
                          CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE
                        SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
                  REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE.

Broadridge Financial Solutions, Inc.
  
     1981 Marcus Avenue                                                     TO BE PREPARED AND
     Lake Success, New York 11042                                           SIGNED IN DUPLICATE


                                                  MASTER SERVICES AGREEMENT
  
Client:       Penson   Worldwide, Inc.

Address:     1700 Pacific Avenue, Suite 1400
City:        Dallas, Texas, 75201

This Master Services Agreement (this “ Master Services Agreement ”), dated as of November 2, 2009 (the “ Effective Date ”),
is made and entered into by and between Penson Worldwide, Inc. (“ Penson ”) and Broadridge Financial Solutions, Inc. (“ 
Broadridge ”).

WHEREAS, in connection with that certain Asset Purchase Agreement, dated November 2, 2009, (as amended, the “ Asset
Purchase Agreement ”) among Broadridge, Ridge Clearing & Outsourcing Solutions, Inc., Penson and Penson Financial 
Services, Inc., Client (as defined in Section 1.B below) will acquire certain correspondent clearing contracts and other assets 
relating to the clearing business of Ridge (as defined in Section 1.B below) (the “ Acquisition ”); and

WHEREAS, in connection with the Acquisition, Ridge desires to perform, and Client desires to have performed by Ridge, the
Services (as defined herein) in connection with the servicing of Client’s and its Affiliates newly acquired, existing and future
business in accordance with the terms and conditions set forth in this Master Services Agreement and the Schedules (as
defined in Section 1.A below). 

NOW THEREFORE, in consideration of the terms and conditions set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
  
  
1.   SCOPE OF AGREEMENT.
  
     A.    Services Schedules .
  

           (i)      Broadridge and Penson shall cause their respective Affiliates to enter into schedules (including, without
                    limitation, any and all Attachments thereto, each a “ Schedule ” and collectively, the “ Schedules ”) in Canada,
                    the United States and the United Kingdom. The Broadridge Affiliate that is a party to a Schedule is referred to
                    in this Agreement (as defined in Section 1.A (iii) below) as the “ Ridge Local Affiliate ” and the Client Affiliate
                    that is a party to a Schedule is referred to in this Agreement as the “ Client Local Affiliate ”. The Client Local
                    Affiliate for the United States Schedule shall be Penson Financial Services, Inc., the Client Local Affiliate for
                    the Canadian Schedule shall be Penson Financial Services Canada, Inc. and the Client Local Affiliate for the
                    United Kingdom Schedule shall be Penson Financial Services Ltd. Each Schedule shall be governed by the
                    terms and conditions of this Master Services Agreement as may be amended in accordance with its terms.
  
           (ii)     Notwithstanding the fact that a Schedule is implemented,
  


  
                         (a)   Broadridge shall (x) be responsible for the performance of all of the Services, and the performance of 
                               all obligations of Ridge under this Agreement, (y) be responsible for the 
  
Broadridge/Penson Proprietary and Confidential
                                                                                              MASTER SERVICES AGREEMENT
  
                             compliance with any provisions of this Agreement applicable to Ridge and (z) if Ridge fails, neglects 
                             or refuses to perform any such Services or obligation under or otherwise breaches this Agreement,
  
                             perform, or cause to be performed, any such Services or obligation or cure, or cause to be cured,
                             such breach and bear joint and several liability with Ridge; provided, however, that in no event shall
                             Broadridge or any other entity that is not properly registered or licensed to perform any such
                             Services or obligation be required to perform such Services or obligation; and
  

                       (b) Penson shall (x) be responsible for the performance of all obligations of Client under this Agreement, 
                           (y) be responsible for the compliance with any provisions of this Agreement applicable to Client and 
                           (z) if Client fails, neglects or refuses to perform any obligation under or otherwise breaches this 
                           Agreement, perform, or cause to be performed, any such obligation or cure, or cause to be cured,
                           such breach, or bear joint and several liability with Client; provided, however, that in no event shall
                           Penson or any other entity that is not properly registered or licensed to perform any such obligation
                           be required to perform of such obligation.
  

          (iii)   From time to time during the Term (as defined in Section 2 (Term) below), Broadridge and Penson (or their 
                  Affiliates) may elect to enter into additional written schedules in Canada, the United States, the United
  
                  Kingdom and such other countries for which Broadridge and Penson may agree from time to time (each, a “ 
                  Territory ” and collectively the “ Territories ”). Each such additional schedule shall set forth:
  
                       (a)   the Services (defined below) that Ridge shall perform under such schedule;
  


  
                       (b) specific Software (defined below) that Ridge licenses to Client in connection with Client’s receipt of
                           the Services to be performed by Ridge under the schedule; and
  
                       (c)   other terms and conditions as the parties may agree.
                  Each such schedule (when signed by authorized officers of both parties) shall be governed by the terms and
                  conditions of this Master Services Agreement and deemed a Schedule hereunder. This Master Services
                  Agreement, together with all Exhibits hereto and the Schedules, together with all Attachments thereto, shall be
                  referred to, collectively, as the or this “ Agreement .” 
  

          (iv)    In the event of a conflict between the terms and conditions of any Schedule (including, without limitation, any
                  Attachment or Appendix) and the terms and conditions of this Master Services Agreement, the terms and
                  conditions of the Schedule shall control for the purpose of the relevant Schedule. Except where otherwise
                  indicated, all references in this Master Services Agreement to Sections or Exhibits are to Sections to, and
                  Exhibits of, this Master Services Agreement.
  
     B.   Certain Defined Terms .
          The term “ Affiliate ” as used throughout this Agreement means as to any entity, any other entity that, directly or
          indirectly, Controls, is Controlled by or is under common Control with such entity.
          The term “ Client ” as used throughout this Agreement means the applicable Client Local Affiliate receiving the
          Services under the applicable Schedule. For purposes of this Master Services Agreement, the use of the term “Client” 
          shall mean “Penson” when Penson is obligated to perform on behalf of Client under Section 1.A(ii)(b). 
          The term “ Control ” (and derivatives thereof) as used throughout this Agreement means, with respect to any entity,
          the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
          such entity, whether through the ownership of voting securities (or other ownership interest), by contract or
          otherwise.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 2
                                                                                              MASTER SERVICES AGREEMENT
  
          The term “ Governmental Authority ” as used throughout this Agreement means any governmental, regulatory or
          administrative body, agency or authority, any court of judicial authority, any arbitrator or any public, private or
          industry regulatory authority (including, without limitation, any SRO as defined in the Exchange Act), whether
          foreign, federal, state or local.
          The term “ Laws ” as used throughout this Agreement means all laws, rules and regulations, including, without
          limitation, all privacy and data protection laws, rules and regulations, all as enacted, promulgated and amended from
          time to time by any Governmental Authority. “ Laws ” shall also include contractual restrictions or obligations
          imposed upon a party by a Governmental Authority of which the affected party shall have given notice to the other
          party.
          The term “ Ridge ” as used throughout this Agreement means the applicable Ridge Local Affiliate and permitted
          subcontractors of the applicable Ridge Local Affiliate performing the Services under the applicable Schedule. For
          purposes of this Master Services Agreement, the use of the term “Ridge” shall mean “Broadridge” when Broadridge
          is obligated to perform on behalf of Ridge under to Section 1.A(ii)(a). 
          The term “ Services ” as used throughout this Agreement means the services, products, functions and
          responsibilities of Ridge that are specified in the Schedules, together with the services, products, functions and
          responsibilities that are an inherent or customary part of such specified services, products, functions and
          responsibilities, even if such inherent or customary services, products, functions and responsibilities are not
          specifically described in this Agreement.
          The term “ Software ” as used throughout this Agreement means all of the software and other technology necessary
          for Client to access and use the Services, whether owned by Broadridge or Ridge or licensed by Broadridge or Ridge
          from third parties and including, without limitation, all improvements enhancements, modifications, updates, releases
          and revisions provided in connection therewith.
  

     C.   Service Levels . Ridge shall provide the Services and, as applicable, the Software so that they meet or exceed the
          service levels set forth in each Schedule, any applicable service level agreement (each a “ Service Level Agreement
          ”), or as otherwise agreed to by the parties in writing (the “ Service Levels ”). Ridge will in the regular course of its
          business monitor its performance with respect to such Service Levels and report such performance to Client in writing
          on a monthly basis or as otherwise required by each Schedule.
          In the event of a Service Level failure by Ridge that is not insignificant, Ridge shall take the following actions, each as
          soon as practicable under the circumstances: (a) investigate and report in writing on the root cause of the problem, 
          (b) advise Client in writing of the remedial efforts being undertaken with respect to this failure to meet the Service 
          Level and provide Client with and implement an improvement plan, (c) execute such remedial efforts, correct the 
          problem and begin meeting the Service Level, (d) advise Client in writing from time to time on the status of Ridge’s
          remedial efforts and (e) provide reasonable evidence to Client that the problem has been corrected. 
          Upon a failure by Ridge to meet a Service Level, Client shall have the right either (a) to receive, subject to the terms 
          and conditions of Attachment C (Service Levels) to the applicable Schedule, a credit in connection with such failure
          (each, a “ Service Level Credit ”) against fees owing by Client under this Agreement, (b) if the acts or omissions or 
          performance that relate to or underlie such failure to meet a Service Level also constitute a breach by Broadridge or
          Ridge of any of its obligations under this Agreement, to forgo such Service Level Credit and seek monetary damages,
          subject to the provisions of Section 15 (Limitation on Liability) below or (c) to pursue any termination or other remedy 
          available to Penson or Client under this Agreement.
          Throughout the Term (defined below), Ridge shall seek to improve the quality, efficiency and effectiveness of the
          Services to keep pace with technological and operational advances. Ridge shall do this, among other things, by
          identifying and assessing the implementation of industry practices, ‘best practice’ techniques and methods in
          providing the Services. In addition, Ridge shall provide the Services in a manner consistent with Ridge’s operation of
          its business generally, including, without limitation, training Ridge personnel in techniques and technologies used
          generally within the Ridge’s industry and making investments to maintain the currency of the tools, infrastructure and
          other resources Ridge uses to provide the Services.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 3
                                                                                               MASTER SERVICES AGREEMENT
  
2.   TERM.
  

     A.   Term . The term of this Master Services Agreement shall begin on the Effective Date and shall continue until the later
          to occur of (i) all Schedules hereunder expiring or being terminated and (ii) the end of any applicable Transition Period
          (as defined below) (the “ Term ”).
  

     B.   Transition Services . At Client’s request upon termination or expiration of any Schedule for any reason, Ridge shall
          extend the provision of the Services and the term of any licenses relating to Software for a period not to exceed
          twenty-four (24) months (“ Transition Period ”) beyond the effective date of expiry or termination of such Schedule
          and in good faith and commercially reasonable manner agree to provide transition services to Client as requested by
          Client in writing for an orderly de-conversion of Client from Ridge’s platform (the “ Transition Services ”). In
          addition, during the Transition Period, unless otherwise agreed to by the parties in writing, Ridge shall continue to
          provide the Services and any Software as they had been provided prior to the termination or expiration of the
  
          applicable Schedule in accordance with the terms and conditions set forth in this Agreement. Any Transition Services
          to be provided by Ridge as requested in writing by Client during the Transition Period shall be provided to Client in
          accordance with the then-applicable rates for the relevant services (unless the applicable Schedule is terminated
          pursuant to Section 18.A (Ridge’s Material Breach) in which case Transition Services shall be provided at Ridge’s
          cost and expense) or as otherwise agreed to by the parties in writing. In the event a Schedule is terminated by Ridge
          in connection with Client’s failure to pay any fees due under such Schedule (except for payment failures that are
          subject to a bona fide dispute between the parties), Ridge shall not be required to provide Transition Services or
          Services during the Transition Period until Client has cured any payment failures that are not subject to a bona fide
          dispute between the parties and unless Client pays for such Transitions Services and Services monthly in advance.
  
3.   CHARGES.
  

     A.   Fees . The fees for the Services and Software provided to Client under any Schedule shall be set forth in such
          Schedule. Except as expressly set forth in this Agreement, there shall be no fees payable by Penson or Client in
          respect of Broadridge’s and Ridge’s performance of its obligations pursuant to this Agreement. Without limiting the
          generality of the foregoing, except as may be otherwise provided in this Agreement, expenses incurred by Ridge in
          performing the Services and providing the Software shall not be separately reimbursable by Client.
  

     B.   Fee Increases and Adjustments . Subject to the terms and conditions of any Schedule, Ridge may only increase the
  
          charges payable by Client under a Schedule as set forth in the applicable Schedule. Except as set forth in a Schedule,
          in no event shall the charges be increased at anytime during the Schedule Term (as such term is defined in the
          applicable Schedule).
  

     C.   Communications and Third-Party Charges . The communication and other non-Affiliated third-party charges set forth
          in the Schedules, if any, are based on current costs that Ridge pays to common carriers and other third parties. Ridge
          reserves the right to pass on any increase, and shall pass on any decrease, in the charges of third parties not
  
          Affiliated with Ridge to Client provided any such increases shall be passed through only to the extent they are
          passed through in the applicable Territory to all Ridge customers generally receiving the services of such common
          carriers and other third parties. Ridge shall use reasonable commercial efforts to provide Client not less than thirty
          (30) days prior notice thereof. For clarity, Ridge shall not pass through communication or other charges of any 
          Affiliates of Ridge.
  

     D.   Taxes . There shall be added to all charges invoiced to Client pursuant to this Agreement amounts equal to any
          applicable taxes, duties, charges and other levies of any kind (other than taxes based on Ridge’s income or franchise
          taxes) applicable in the applicable Territory to the purchase or consumption of the Services, including, without
          limitation, provincial and local taxes, (exclusive of taxes based on Ridge’s income and franchise taxes), payable in
          respect of the Services received by Client. Ridge agrees to reasonably cooperate with Client to enable Client to more
          accurately determine its tax liability and to minimize such liability to the extent legally permissible and administratively
          reasonable. Ridge shall provide and make
  
Broadridge/Penson Proprietary and Confidential
  
                                                                  4
                                                                                              MASTER SERVICES AGREEMENT
  
          reasonably available to Client any exemption certificates, resale certificates, information regarding out-of-state or out-
          of-country sales or use of equipment, materials or Services and other information reasonably requested by Client and
          reasonably available to Ridge.
  

     E.   Payment . Client shall pay each invoice that Ridge provides to Client thirty (30) days after the date Client receives 
          such invoice, subject to any bona fide dispute. If Client fails to pay any undisputed amounts under this Agreement
          when due, Client shall, upon written demand from Ridge, pay interest on such undisputed amounts at the rate of one
          percent (1%) per month (but in no event more than the highest interest rate allowable by Law) from the due date until 
          the date of payment.
  

     F.   Rights of Offset . Without prejudice or limitation to any other rights or remedies of Penson or Client, if Penson or
          Client becomes entitled to receive any payment, or receive any credit, under or in connection with this Agreement,
  
          including, but not limited to, in connection with Service Level Credits, indemnification claims and claims by Penson or
          Client for breach of this Agreement, Penson or Client may, in its sole discretion, elect to reduce the principal amount
          of any note, or multiple notes, issued in connection with the Asset Purchase Agreement by an amount or amounts
          equal to all or part of such payment or credit in lieu of collection payment or receiving credit.
  
4.   RIDGE RESPONSIBILITIES. Without limitation or prejudice to the provisions of this Master Services Agreement, any
     Schedule or any Service Level Agreement, in the performance of any Services under the provisions of a Schedule, Ridge
     agrees and undertakes to:
  


  
     A.   perform the Services professionally in accordance with any applicable Service Levels and the applicable provisions of
          this Agreement;
  

     B.   liaise and communicate in a timely manner with Client through Client’s designated representative or such
          representative’s designee on matters related to the Services and assign a qualified Ridge representative with whom
          Client will communicate. Ridge and Client may change their respective representatives from time to time by giving
          notice to the other. Ridge shall ensure that the representatives servicing Client’s account are fully informed about the
          Services and Client’s business requirements;
  


  
     C.   in a timely manner, provide Client with its standard user documentation relating to (i) the Services and/or Software, 
          including, without limitation, any changes thereto and (ii) Ridge’s procedures relating to the Services and use thereof;
  

     D.   to the extent permitted by this Agreement or any applicable user documentation or procedures provided to Client,
          provide user access to the Services to persons authorized by Client, such access being governed by Ridge’s
          reasonable security procedures;
  


  
     E.   notify Client, and secure Client’s prior approval, if expenses beyond the defined charges within a Schedule or any
          Statement of Work (as defined below) may be incurred or expected, unless otherwise specified in this Agreement;
  


  
     F.   proceed according to Client’s reasonable written instructions for the disposition or delivery to Client of Client
          Information (as defined herein) or any data relating to Customers (as defined herein);
  

     G.   provide Penson and Client and their respective employees or authorized contractors with reasonable access to any
          facilities, machines, supplies or equipment which are owned, operated or leased by Penson or Client in connection
  
          with the Services and which are located on the premises of Broadridge, Ridge or their agents subject to compliance by
          Penson and Client and their respective employees and authorized contactors, with Broadridge’s and Ridge’s
          reasonable security, data center procedures and confidentiality requirements. Broadridge and Ridge will advise
          Penson and Client in advance of the applicable procedures and requirements;
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 5
                                                                                                MASTER SERVICES AGREEMENT
  
     H.   from time to time, at Client’s request, perform professional services that will be described in a written statement of
          work executed by both Ridge and Client (“ Statement-of-Work ”). Upon the request of Client, Ridge and Client will in
  
          good faith, and without undue delay by Ridge, agree to the terms and conditions of a Statement-of-Work that will
          include, to the extent applicable and without limitation, the information specified below:
  
          (i)     Project identification, approach and objectives and the agreed-upon scope of the services;
  

          (ii)    The deliverables, including, without limitation, reports, software, services, specifications, lists, plans, manuals,
                  diagrams, flow charts, data and other documents reports and recommendations, whether in written or electronic
  
                  form (“ Deliverables ”) to be developed, delivered, prepared or required specifically for Client under such
                  Statement of Work;
  
          (iii)   Specifications in respect of each Deliverable;
  
          (iv)    Acceptance tests or means proposed for testing Deliverables (“ Acceptance Test ”);
  
          (v)     If applicable, the fees for the services under such Statement of Work and the applicable payment terms;
  

          (vi)    Identification of project managers and other staffing by the parties, including, without limitation, names and
                  position titles of key Ridge personnel who will be providing the services (which personnel may be substituted
                  by Ridge);
  
          (vii) Key project assumptions and responsibilities;
  

          (viii) Project schedule showing the time frame for all stages of implementation of the services and milestones of the
                 Statement of Work along with all associated milestone dates and production date, and other remedies for non-
                 performance by Ridge;
  


  
          (ix)    Description of the hardware and software that may have to be procured by Client or any of Customers (as
                  defined herein) for the provision of the services pursuant to the Statement of Work, as applicable;
  
          (x)     Maintenance and support services to be provided by Ridge in connection with the Deliverables, if applicable;
  
          (xi)    Applicable Service Levels, if applicable;
  
          (xi)    Training services and training materials to be provided by Ridge under the Statement of Work, if applicable;
  
          (xii)   Any Client resource commitments and responsibilities in addition to those set forth in this Agreement; and
  
          (xiii) Any other information or agreements deemed relevant by Ridge and Client;
  

     I.   except as otherwise expressly provided in this Agreement and subject to Client providing the resources and materials
  
          required for it to receive the Services, provide at Ridge’s expense, all software, hardware, communication lines and
          services, equipment, systems and other technology, resources and materials necessary for Ridge to provide the
          Services to Client in accordance with the provisions of this Agreement;
  

     J.   subject to Section XIV (Acquisition of or by Another Ridge Local Affiliate Client) and Attachment B (Service Bureau
          and Operations Support Services Price Schedule) of the applicable Schedule, increase or decrease the volume of the
          Services upon Client’s request;
  

     K.   subject to Section XIV (Acquisition of or by Another Ridge Local Affiliate Client) and Attachment B (Service Bureau
          and Operations Support Services Price Schedule) of the applicable Schedule, under an existing Schedule provide the
          Services, in the applicable Territory, to such additional Affiliates of Penson or Client, as may be identified by Penson
  
          or Client from time to time to receive the Services at the rates and in accordance with the terms and conditions set
          forth in this Agreement (however, in no event shall any Affiliate of Penson or Client be obligated or required to
          receive Services from Ridge); provided, however, that any conversion services required for any such Affiliate shall be
          implemented pursuant to the Change Control Procedures applicable to Mandatory Changes and the Affiliate shall
          agree to be bound by the terms and conditions of the applicable Schedule;
  

     L.   notify Client of any proposed change of the locations from which Ridge provides the Services under a Schedule and
          obtain Client’s prior consent (which consent shall not be unreasonably withheld) with respect to any such change in
          location only if such consent is required by Law;
  
Broadridge/Penson Proprietary and Confidential
  
                                                                   6
                                                                                             MASTER SERVICES AGREEMENT
  
     M. use commercially reasonable efforts to obtain the approval of each relevant regulatory or self-regulatory agency or
        entity, if any, which regulates Ridge’s performance of the Services and whose approval is necessary for Ridge to
        perform and deliver the Services in the applicable Territory (including, without limitation, securities and commodities
        exchanges, associations of securities and/or commodities dealers, federal, provincial and local Governmental
        Authorities);
  

     N.   as required by all applicable Laws and Ridge policies in effect from time to time, conduct, in compliance with such
  
          Laws and policies, a criminal background check and drug-screening on, and provide bonding for, each individual who
          provides Services, at Ridge’s cost and expense, and not allow anyone to perform Services or assign anyone to the
          account of Penson or Client who has (i) a felony conviction or (ii) failed a drug test administered by Ridge; and 
  


  
     O.   provide an adequate number of qualified individuals with suitable training, education, experience and skill to perform
          the Services.
  
5.   COMMUNICATIONS LINES AND EQUIPMENT. Subject to receiving Client’s approval, Ridge may procure appropriate
     communications lines and equipment to enable Client to access the Services. Where Ridge procures such communication
     lines or equipment for Client, Ridge shall procure such services from reputable vendors but shall not be responsible for the
     reliability or continued availability of the communications lines and equipment used by Client in accessing the Services.
     Ridge shall replace any such third party vendors in the event that (a) reliability or continued availability is a significant 
     issue or (b) at least fifty percent (50%) of Ridge’s clients utilizing such services in the applicable Territory request such
     replacement.
  
6.   GOVERNANCE. Broadridge and Penson shall each appoint at least two senior level managers to a joint committee that
     shall meet no less than monthly to address issues that may arise in connection with the performance of the Services. In
     addition to the foregoing, the parties have agreed to the detailed governance provisions set forth in Exhibit C (Governance
     Structure).
  
7.   USE OF THE SERVICES AND TRAINING.
  

     A.   Use of Services . Client shall use the Services in accordance with such rules as may be generally established and
          communicated by Ridge as applied to all of Ridge’s customers in the applicable Territory generally and set forth in
          materials promptly furnished by Ridge to Client in writing, provided, however, that Ridge shall not change the
  
          Services or any such rules in a manner that significantly interferes or significantly negatively impacts Client’s use of
          the Services or that results in any breach or violation in connection with the Assigned Contracts (as defined in the
          Asset Purchase Agreement) or establish rules that are inconsistent with or violate the provisions of this Agreement.
          Ridge agrees to use commercially reasonable efforts to provide Client with no less than thirty (30) days’ notice of any
          change to the rules relating to the use of the Services.
          Except with respect to those Model A Clearing services provided by Client to its clients in the U.K., Client (and
          Affiliates of Client who have agreed to be bound by the terms and conditions of the applicable Schedule) shall use
          the Services only for its own business purposes in support of the brokerage or financial services and/or products it
          provides to its customers, correspondents and the clients and customers of such correspondents (including, without 
          limitation, the brokerage customers introduced to Client by its correspondents (i.e., broker-dealers or other registered
          persons clearing or receiving services through Client) (collectively “ Customers ”)). For the avoidance of doubt, the
          foregoing prohibits Client (and Affiliates of Clients who have agreed to be bound by the terms and conditions of the
          applicable Schedule), except as expressly permitted by Ridge in writing, or other than as permitted herein, from selling,
          leasing, licensing, providing as a service bureau or otherwise providing, directly or indirectly, any of the Services or
          any portion thereof to any third-party exclusively as a technology services reseller or provider or outsourcer (e.g.,
          acting in the same capacity as Ridge with respect to such third-party) without providing to such third-party Client’s
          normal course securities or financial services.
  


  
     B.   Approvals . Client will use commercially reasonable efforts to obtain the approval of each relevant regulatory or self-
          regulatory agency or entity, if any, which regulates Client and whose approval is
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 7
                                                                                              MASTER SERVICES AGREEMENT
  
          necessary for Client to receive the Services in the applicable Territory (including, without limitation, securities and
          commodities exchanges, associations of securities and/or commodities dealers, federal, provincial and local
          Governmental Authorities).
  


  
     C.   Training . Ridge, at its expense, shall provide Client with training in the use of the Services as reasonably requested
          by Client.
  
8.   SOFTWARE.
  

     A.   License Grant . Broadridge and Ridge hereby grant to Client in each Territory during the applicable Schedule Term a
          limited, non-exclusive, non-transferable (other than as permitted herein including, without limitation, a permitted
          assignment), royalty-free license and/or sublicense, as the case may be, to use, and as applicable for Customers to
          use, the Software and related documentation in connection with their receipt and use of the Services. The Software
          and documentation may only be used by Client and its Customers in connection with the Services as permitted in
  
          Section 7.A (Use of Services). above except as otherwise permitted by Broadridge and Ridge. The license of Software 
          shall be to the object code only unless specifically stated otherwise in the Schedule related thereto. Client accepts
          such license and/or sublicense, as the case may be, from Broadridge and Ridge for the Software upon the terms and
          conditions set forth in this Master Services Agreement. Broadridge and Ridge will be responsible for obtaining and
          maintaining all required consents with respect to the license for the Software in this Section 8.A (License Grant), 
          including, without limitation, responsibility for the financial costs of obtaining such consents (e.g., for third party
          access, use, update or relocation consents).
  

     B.   Updates . Broadridge and Ridge agree and undertake to provide the Client with, as and when released and at no
          additional charges, any and all improvements, enhancements, modifications, updates, releases and revisions to the
          Ridge Products (as defined below), including, without limitation, customizations generally made available to Ridge’s
          other clients, delivered or made available by Broadridge and Ridge to Ridge’s clients generally using the Services (or
          applicable portion thereof) or substantially similar services. Client shall use commercially reasonable efforts to
          implement all improvements, enhancements, modifications, updates, releases and revisions to the Ridge Products
          delivered by Broadridge or Ridge to Client within forty-five (45) days after Client’s receipt thereof; provided, however,
          that the implementation of any such change required by the foregoing will not significantly impair use of the Services
          by Client or its Customers as contemplated by this Agreement. Broadridge and Ridge undertake not to modify the
          Ridge Products in a manner which negatively impacts use of the Ridge Products by Client or its Customers or receipt
          of the Services by Client or its Customers as set forth in this Agreement. Client shall not, without the prior consent of
          Broadridge or Ridge, which shall not be unreasonably withheld or delayed, change or otherwise modify any Software,
          except for Client Software (as defined below).
  

     C.   Client Software . Upon Client’s request, Ridge shall use its commercially reasonable efforts to provide Client with
          custom modification to the Services, custom software programming with respect to the Software (the “ Client
          Software ”) or custom program maintenance, in which case, the terms and conditions governing such custom
          modification to the Services, Client Software or custom program maintenance will be set forth in the applicable
          Schedule or Statement-of-Work (including, without limitation, the ownership thereof and any changes therefor). Any
          Client Software, custom modification to the Services, custom software programming, custom program maintenance or
          other professional services associated with the Client Software shall be provided in a timely manner and on terms and
          conditions at least no less favorable then those offered to any other customer of Ridge (including, without limitation,
          as to priority and resource allocation).
  
9.   OWNERSHIP AND USE OF RIDGE PRODUCTS.
  

     A.   Ownership . Client acknowledges that, as between Client, Broadridge and Ridge, the Ridge Products are and shall
          remain the exclusive and confidential property of Broadridge and Ridge. For purposes of this Agreement: “ Ridge
          Products ” means the Software and systems provided and owned by Broadridge or Ridge and used to provide the
          Services, the Ridge websites used to host and provide Services through the Internet and the Broadridge or Ridge
          processes and materials and documentation relating to such Software, Services, systems and websites, including,
          without limitation, (i) any modifications or enhancements made to the Software, databases that are a part of the 
          Services, or systems used to provide the Services, (ii) any 
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 8
                                                                                              MASTER SERVICES AGREEMENT
  
          plans contemplating further development of the foregoing and (iii) all copyrights, patents, trade secrets and other 
          intellectual and proprietary rights relating to all of the foregoing. Broadridge and Ridge acknowledge that, as between
          Client, Broadridge and Ridge, the intellectual property owned or provided by Penson or Client is and shall remain the
  
          exclusive and confidential property of Client. For the avoidance of doubt, nothing in this Agreement shall transfer,
          grant or provide Broadridge or Ridge or any other person with any rights in intellectual property or confidential
          information or proprietary rights or data or information of, or provided by, Penson or Client or any of their Affiliates or
          any Customers, correspondents or customers and none of such intellectual property or confidential information or
          proprietary rights or data or information shall be considered Ridge Products or Ridge Information.
  

     B.   Use . Client may use the Ridge Products only in conjunction with the Services and Software. Client shall not copy, in
          whole or in part, the Ridge Products or related documentation, whether in the form of computer media, printed or in
          any other form; provided, however, that Client may make an appropriate number of copies of the Ridge Products for
  
          back-up, quality assurance, testing, archive and disaster recovery purposes only or to comply with the requirements
          of Governmental Authorities. Client shall not make any alteration, change or modification to any of the Ridge
          Products without Broadridge’s or Ridge’s prior consent in each instance, which consent shall not be unreasonably
          withheld or delayed. CLIENT MAY NOT RECOMPILE, DECOMPILE, DISASSEMBLE, OR REVERSE ENGINEER THE
          RIDGE PRODUCTS (INCLUDING, WITHOUT LIMITATION, THE SOFTWARE).
  

     C.   Return or Destroy . Upon the later of the (a) completion of Transition Services and (b) expiration or termination of a 
          Schedule for any reason, and subject to the terms and conditions hereof, Client shall return to Ridge or, upon Ridge’s
          request, use reasonable commercial efforts to destroy, all copies of the Ridge Products that are in its possession that
          do not relate to any other existing Schedules, except as otherwise required by applicable Law. Nothing is this
          Agreement will require the destruction of copies of any records or files containing information that has been created
          pursuant to any automated archiving or back up procedure that cannot be reasonably deleted, which records and files
          will continue to be subject to the confidentiality provisions herein.
  
10. CONFIDENTIALITY.
  

     A.   Definitions . In connection with this Agreement, including, without limitation, the evaluation of new services
          contemplated by the parties to be provided by Ridge under this Agreement, information will be exchanged between
          and among Broadridge, Ridge, Penson and Client. Broadridge and Ridge shall provide information that may include,
          without limitation, confidential information relating to the Ridge Products, trade secrets, strategic information,
          information about systems and procedures, confidential reports, Ridge customer information, vendor and other third
          party information, financial information including, without limitation, cost and pricing, sales strategies, computer
          software and tapes, programs, source and object codes, and other information that is provided under circumstances
          reasonably indicating it is confidential (collectively, the “ Ridge Information ”), and Penson and Client shall provide
          information that may include, without limitation, confidential information relating to Penson, Client or any of their
          Affiliates, customer information, which may include Personal Information (defined below), to be processed by the
          Services, and other information, including, without limitation, trade secrets, strategic information, information about
          systems and procedures, confidential reports, customer information, vendor and other third party information,
  
          financial information including, without limitation, cost and pricing, descriptions of Penson’s or Client’s business
          (including, without limitation, features of any product or service and details of implementation of any such business),
          sales strategies, computer software and tapes, programs, source and object codes, and other information that is
          provided under circumstances reasonably indicating it is confidential (“ Client Information ”) (the Ridge Information
          and the Client Information collectively referred to herein as the “ Information ”). Subject to the terms and conditions
          hereof, Personal Information that is exchanged shall also be deemed Information hereunder. “ Personal Information ”
          means personal information about an identifiable individual including, without limitation, name, address, contact
          information, age, gender, income, marital status, finances, health, employment, social insurance number and trading
          activity or history. Subject to applicable legal and regulatory requirements, Personal Information shall not include the
          name, title or business address or business telephone number of an employee of an organization in relation to such
          individual’s capacity as an employee of an organization. As between the parties hereto, the Information of each party
          shall remain the exclusive property of such party.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 9
                                                                                               MASTER SERVICES AGREEMENT
  
          Notwithstanding anything to the contrary, (i) Ridge Information shall not include or contain any Client Information, 
  
          including, without limitation, Personal Information provided by Penson or Client, which shall remain the exclusive
          property of Penson or Client and (ii) Client Information shall not include or contain any Ridge Information, including, 
          without limitation, Personal Information provided by Ridge.
  

     B.   Obligations . Subject to the terms and conditions hereof, the receiver of Information (the “ Receiver ”) shall keep any
          Information provided by the other party (the “ Provider ”) strictly confidential and shall not, without the Provider’s
          prior consent, disclose such Information in any manner whatsoever, in whole or in part, and shall not duplicate, copy
          or reproduce such Information, including, without limitation, by means of photocopying or transcribing of voice
          recording, except in accordance with the terms and conditions of this Agreement or in connection with its receipt or
          provision of Services hereunder. The Receiver shall only use, copy or duplicate the Information as reasonably
          required to carry out the purposes of this Agreement.
  

     C.   Disclosure Generally . Broadridge and Ridge and Penson and Client agree that the Information shall be disclosed by
          the Receiver only to: (i) the employees, agents and consultants of the Receiver and its Affiliates who have a “need to
          know” such Information in connection with Receiver’s performance or use of the Services, as applicable, and
          (ii) auditors, counsel, and other representatives of the Receiver and its Affiliates for the purpose of providing 
          assistance to the Receiver in the ordinary course of Receiver’s performance or use of the Services, as applicable; in
          each case, who have been informed of the confidential nature of the Information and agreed to maintain the
          confidentiality of such Information and who have entered into a written confidentiality agreement with the Receiver
          on terms and conditions no less restrictive than the confidentiality terms and conditions set forth in this Agreement.
          The Receiver will take reasonable steps to prevent a breach of its obligations by any employee or third party. The
          Receiver shall be liable for any violation of this Section 10 (Confidentiality) by its employees, or any third party to 
          whom Receiver discloses Information of the Provider.
  

     D.   Compelled Disclosure . If the Receiver or anyone to whom the Receiver transmits the Information pursuant to this
          Agreement becomes compelled, in accordance with any legal or regulatory requirement, including, without limitation,
          the requirements of any self-regulatory organization or agency having jurisdiction over such persons or any
          regulations or requirements relating to fair disclosure pertaining to a party or its Affiliates, to disclose any of the
          Information, then the Receiver will provide the Provider with prompt notice before such Information is disclosed (or,
  
          in the case of a disclosure by someone to whom the Receiver transmitted the Information, as soon as the Receiver
          becomes aware of the compelled disclosure), if not legally prohibited from doing so, so that the Provider may seek a
          protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If such
          protective order or other remedy is not obtained, then the Receiver will furnish only that portion of the Information
          which the Receiver is advised by reasonable written opinion of counsel is legally required and will exercise its
          reasonable efforts to assist the Provider (at Provider’s sole expense) in obtaining a protective order or other reliable
          assurance that confidential treatment will be accorded to the Information that is disclosed.
  


  
     E.   Exceptions . Except with respect to Personal Information, nothing contained herein shall in any way restrict or impair
          the right of the Receiver to use, disclose or otherwise deal with:
  

          (i)     Information which at the time of its disclosure is publicly available, by publication or otherwise, or which the
                  Provider publicly discloses either prior to or subsequent to its disclosure to the Receiver or which is or
                  becomes part of the public domain without breach of this Agreement by Receiver;
  

          (ii)    Information which the Receiver can show was in the possession of the Receiver, or its parent, subsidiary or
                  Affiliated company, at the time of disclosure and which was not acquired, directly or indirectly, under any
                  obligation of confidentiality to the Provider;
  

          (iii)   Information which is independently acquired or developed by the Receiver without violation of its obligations
                  hereunder, including, without limitation, Information obtained from a third party, not known by the Receiver to
                  have an obligation to maintain the confidentiality of such information; or
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 10
                                                                                               MASTER SERVICES AGREEMENT
  
          (iv)   Information relating to this Agreement in the Receivers’ or its Affiliates’ public securities filings if the Receiver
                 or its Affiliates shall determine that this Agreement is required to be so disclosed in accordance with applicable
                 securities Laws or any other applicable legal or regulatory requirements.
          In addition, each employee of the Receiver shall be free to use for any purpose, after termination of this Master
          Services Agreement, any general knowledge, skill or expertise (but which shall specifically exclude any Information)
          that (i) is acquired by such employee in performance of a parties obligations hereunder, (ii) remains part of the general 
          knowledge of such employee after access to the tangible embodiment of the Provider’s Information, (iii) does not 
          contain or include any such Information and (iv) is not otherwise specific to the Provider. 
  

     F.   Return or Destroy . Upon the later to occur of the termination of a Schedule for any reason or the completion of the
          applicable Transition Services, the Receiver shall return to the Provider, or use reasonable commercial efforts to
          destroy, any and all copies of Information of the other that are in its possession relating to such terminated Schedule,
          except for any copies reasonably required to maintain the Receiver’s customary archives or computer back-up
          procedures, and as otherwise required by applicable Law. Notwithstanding anything to the contrary, Broadridge and
          Ridge shall comply with Penson’s instruction relating to return or disposition of any Client Information in
  
          Broadridge’s or Ridge’s possession; provided, however, that, Ridge shall have the right to keep one (1) copy of such 
          Information as may be reasonably required to evidence the fact that it has provided the Services to Client which
          records and files will continue to be subject to the confidentiality provisions herein. Client shall pay Ridge (at the
          rates set forth in the applicable Schedule, or, if no such rates are set forth, at Ridge’s then current charges) for
          Ridge’s actual time spent and incidental expenses actually incurred in connection with such return. Additionally,
          upon termination or expiration of a Schedule, Ridge agrees to store Client Information and other Client property for a
          period not to exceed twelve (12) months in a reasonable format required by Client and at Client’s reasonable cost and
          expense, and Ridge will continue to observe the confidentiality provisions of this Agreement with respect thereto.
  
11. PERSONAL INFORMATION.
  

     A.   Obligations . Neither Broadridge nor Ridge shall use any Personal Information of Customers or such Customer’s
          clients except to the extent reasonably required to carry out its obligations under this Agreement and shall only
          disclose Personal Information to persons who have been informed of the confidential nature of the Personal
          Information. Broadridge and Ridge shall have such persons sign agreements whereby they agree to keep such
          information strictly confidential and limit any use made of such Personal Information by such persons to those
          reasons for which it was explicitly disclosed. In connection with Ridge’s provision of the Services, Ridge shall comply
          with all privacy and data protection Laws applicable to Ridge or its performance and delivery of the Services,
          including, without limitation, if applicable, the EU Data Protection Directive and EU Member State implementing laws,
          including, without limitation, EU laws that apply to cross-border data transfers and corresponding Laws in the
          Territories. Broadridge and Penson agree that where, in order to receive Services under this Agreement, a Client Local
          Affiliate in the European Economic Area (“ EEA ”) or Canada will need to transfer data to Ridge in a country not
          ensuring an adequate level of data protection, in accordance with EU Laws or Canadian Laws, the applicable Client
          Local Affiliate and Ridge Local Affiliate will enter into the European Commission’s approved data export clauses for
          data controller/data processor exports (version 2001) as soon as practicable (and in any event within thirty (30) days) 
          after the date that the need for such transfer of data is first identified by the parties. For avoidance of doubt,
          Broadridge and Penson understand and acknowledge that these obligations are in addition to the privacy and
          security obligations specified in this Agreement.
          In addition, Ridge shall have obligations with respect to Compliance Directives that relate to privacy and data
          protection Laws as set forth in Section 16.C (Compliance Directives) below. Broadridge and Ridge agree to (and as 
          long as legally permitted) comply with Penson’s commercially reasonable requests in connection with the treatment,
          handling and disclosure of Personal Information made available to Ridge by Client, including, without limitation, any
          information relating to Customers.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 11
                                                                                            MASTER SERVICES AGREEMENT
  
          In addition and notwithstanding anything to the contrary herein or otherwise, with respect to Personal Information
          provided or otherwise made available to Broadridge or Ridge by Penson, Client or Client’s Affiliates and Customers,
          Broadridge and Ridge agree:
          (i) not to use the Personal Information for any purposes other than those related to the performance of Broadridge’s
          or Ridge’s obligations under this Agreement;
          (ii) to promptly forward any individual’s request for access to Personal Information to Penson and Client, and to
          reasonably co-operate with Penson or Client (at Penson’s or Client’s expense) in responding to such access request,
          including, without limitation, providing information regarding the use and disclosure of such Personal Information by
          Broadridge or Ridge;
          (iii) to promptly notify Penson and Client of any complaints received or any notices of investigation or non-
          compliance from any Governmental Authority related to the collection, use or disclosure of Personal Information, and
          to reasonably co-operate with Penson and Client and reasonably assist in any such investigation, all at Penson’s and
          Client’s expense;
          (iv) that as between Penson and Client and Broadridge and Ridge, Penson and Client are and remain the exclusive
          owners of all right and title in and to the Personal Information and shall be and remain in complete control of the
          collection, use and disclosure of the Personal Information. No access to or custody over Personal Information by
          Broadridge or Ridge or other persons as permitted in this Agreement shall be construed in any manner as providing
          control, power, authority or any other rights with respect to such Personal Information. Control of all Personal
          Information is vested solely in Penson and Client and their permitted assigns and nothing in this Agreement shall in
          any way be construed to grant control of the Personal Information to Broadridge and Ridge, or any subsidiary,
          Affiliate, subcontractor or third party except to the extent expressly permitted by this Agreement. Broadridge and
          Ridge shall at all times adhere to the written directions of Client (and its assignees) with respect to the Personal
          Information, so long as such written directions are lawful. Under no circumstances shall Broadridge or Ridge enter
          into any relationship, contractual or otherwise, with another person (other than regulatory authorities, or as required
          by applicable Law or the order of any court) involving sharing or access to the Personal Information, except as set out
          in this Agreement or approved by Penson or Client in advance; and
          (v) upon the expiration or termination of a Schedule or upon Penson’s or Client’s request, to cease any and all use of
          the Personal Information and other data of Customers or any Affiliates’ customers and their respective clients
          disclosed under such Schedule and all copies thereof, and return same to Penson or Client or destroy same in a
          manner designated by Penson or Client or otherwise agreed by the parties, except that Ridge may retain one (1) copy 
          for legal and audit purposes provided such copy is protected as Personal Information and confidential information in
          accordance with this Agreement.
  

     B.   Security Measures . In connection with providing the Services, Broadridge and Ridge shall (i) establish, implement 
          and maintain commercially reasonable measures to protect the security, confidentiality and integrity of Personal
          Information of Penson’s or Client’s customers against anticipated threats, unauthorized access, disclosure or use,
          and improper disposal and (ii) provide Penson or Client with information regarding such security measures upon the 
          reasonable request of Penson or Client.
  

     C.   Security Breaches . Each party shall promptly provide the other party with notice of (i) any disclosure, access to or 
          use of any Personal Information relating to such other party’s customers or employees in breach of this Master
          Services Agreement and (ii) any unauthorized intrusion into systems containing such other party’s Personal
          Information. The party who had possession or control of the applicable Personal Information at the time of the breach
          or intrusion shall at its cost and expense (1) investigate and respond to, and remediate the effects of, the breach or 
          intrusion in accordance with applicable Laws and such party’s own policies and procedures, and using commercially
          reasonable efforts and (2) provide the other party with assurance reasonably satisfactory to such other party that 
          such breach or intrusion shall not recur. The response and remediation required under the preceding sentence may
          include, to the extent applicable, (A) developing and delivering legal notices required by any applicable Laws, 
          (B) making available a toll free telephone number or numbers (or where not available, a dedicated telephone number or
          numbers) where
  
Broadridge/Penson Proprietary and Confidential
  
                                                               12
                                                                                               MASTER SERVICES AGREEMENT
  
          affected individuals may receive individual specific assistance and information relating to the breach or intrusion and
          (C) providing free credit reports, and/or credit monitoring/repair services for affected individuals for the longer of one 
          (1) year or the period required by applicable Laws following the announcement or disclosure of the breach or 
          intrusion or notice to the affected individuals. Client shall have the right to participate in any security investigation
          relating to the Personal Information of any customer of Penson or Client. Notwithstanding the foregoing or anything
          in this Agreement to the contrary, neither party shall be precluded from immediately pursuing any rights or remedies it
          may have under or relating to privacy, security or confidentiality.
  
12. DATA SECURITY AND ACCESS.
  

     A.   Data Security Measures . Broadridge and Ridge will maintain commercially reasonable security measures, including,
          without limitation, without limitation those described in Exhibit B (Ridge Data Security Measures) attached hereto,
          designed to ensure that access to the Penson or Client files is available only to Penson or Client and those entities
          that process information contained in the Penson or Client files in order for Ridge to execute the Services (e.g.,
          Canadian stock exchanges, clearing agencies, NYSE and DTC). Subject to the foregoing and Section 16 (Laws and 
          Governmental Regulations), Broadridge and Ridge reserve the right to issue and change procedures from time to time
          to improve file security. Broadridge or Ridge, as applicable, will notify Penson or Client, as applicable, prior to making
          any such changes and obtain Penson’s or Client’s prior consent (which consent shall not be unreasonably withheld)
          with respect to the change only if such consent is required by Law.
  

     B.   Loss or Alteration . Broadridge and Ridge will take commercially reasonable precautions to prevent the loss of or
          alteration of the Penson and Client files retained by Broadridge and Ridge which shall include commercially
  
          reasonable data back-up procedures. Penson and Client will keep copies of the source documents of the Penson and
          Client files delivered to Broadridge or Ridge and will maintain procedures external to the Broadridge and Ridge
          systems for the identification of such losses and for the reconstruction of lost or altered Penson and Client files, to
          the extent deemed necessary by Penson and Client.
  

     C.   Audits . Ridge’s practices relating to audits of the Services shall be set forth in the Schedule relating to such
  
          Services. Except as otherwise provided in the applicable Schedule relating to specific Services, Ridge shall have an 
          independent third party audit performed annually describing Ridge’s security and control policies and procedures
          with respect to the Services consistent with past practices.
  

     D.   Personnel . Ridge personnel and contactors performing services at any Client location will observe and comply with
  
          Client’s security procedures, rules, regulations, policies, working hours and holiday schedules of which they have
          actual notice and Ridge will use its commercially reasonable efforts to minimize any disruption to Client’s normal
          business operations while performing services at any Client location.
  

     E.   Security Breaches . Broadridge and Ridge shall promptly provide Penson or Client, as applicable, with notice of any
          breach of data security involving Penson or Client files or Information, as applicable, in the possession of Broadridge
          or Ridge or any of their Affiliates or subcontractors and shall at its cost and expense (1) investigate and respond to, 
          and remediate the effects of, the security breach in accordance with applicable Laws and Broadridge’s and Ridge’s
  
          policies and procedures, and using commercially reasonable efforts, (2) provide Penson and Client with assurance 
          reasonably satisfactory to such other party that such breach or intrusion shall not recur, (3) promptly furnish to 
          Penson and Client full details that Broadridge or Ridge has or may obtain regarding such unauthorized access and
          use reasonable efforts to assist Penson and Client in investigating or preventing the reoccurrence of any such access
          and (4) cooperate with Penson and Client in any litigation and investigation against third parties deemed reasonably 
          necessary by Penson and Client to protect its rights.
  

     F.   Ownership and Access to Client Data . As between Penson and Client and Broadridge and Ridge, Penson and Client
          shall own all right, title and interest in and to all Client Information, files and data, including, without limitation, any
  
          and all Client Information, files or data resulting from the performance of the Services. Penson and Client shall at all
          times have the right to access and use the Client Information, files and data. Broadridge and Ridge shall deliver Client
          Information, files and data, or cause the same to be delivered to Penson and Client, upon demand in accordance with
          Attachment B (Service Bureau and
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 13
                                                                                            MASTER SERVICES AGREEMENT
  
          Operations Support Services Price Schedule) to the applicable Schedule or as otherwise agreed by the parties, and
  
          upon the later of the expiration or termination of the applicable Schedule or the completion of the Transition Services
          (at Ridge’s cost). Broadridge and Ridge shall deliver such Information, files and data in the format and on the media in
          use as of the date of the demand or time of required delivery, as applicable.
  
13. WARRANTY.
  

     A.   Conformance with Specifications . Broadridge and Ridge warrant to Penson and Client that the Services, the Software
          and the Client Software, if any, will conform to their respective functional and technical specifications. Such
          specifications are subject to amendment by mutual agreement, from time to time, in which case the Services, Software
  
          and Client Software will conform to their respective modified functional and technical specifications; provided,
          however, that any such amendment shall not significantly impair or reduce the functionality of the Services or Client’s
          use of such Services. This warranty shall not extend to Software or Client Software to the extent that the failure to
          perform is caused by an alteration or modification by anyone other than Broadridge or Ridge or their agents or
          otherwise authorized by Broadridge or Ridge or their agents.
  

     B.   Right to Furnish . Penson and Client represent and warrant to Broadridge and Ridge that they have the right to
          furnish the Client Information and any other materials provided to Broadridge and Ridge in connection with
          Broadridge and Ridge performing their obligations as contemplated herein and in the Schedules (neither Penson nor
          Client shall be deemed to have furnished to Broadridge or Ridge any Client Information relating to any of the
          Assigned Contracts (as defined in the Asset Purchase Agreement) as of the Effective Date). Broadridge and Ridge
          represent and warrant to Client that they have the right (including, without limitation, under the Assigned Contracts)
          to provide the Services, Software, Ridge Information and any other services provided to Penson and Client under this
          Agreement in connection with Broadridge and Ridge performing its obligations as contemplated herein and in the
          Schedules.
  

     C.   Professional Performance . Ridge warrants to Client that the Services shall be performed in a diligent, professional and
          workmanlike manner and by competent and skilled personnel duly qualified to carry out their responsibilities required
          for the applicable service.
  

     D.   Viruses . Broadridge and Ridge represent, warrant, and covenant to Penson and Client that they shall use their
          commercially reasonable efforts to ensure that the Software does not include, and it shall use commercially available
          virus scanning software to detect the inclusion of, any computer code, program, or programming device designed to
          disrupt, modify, delete, damage, deactivate, disable, harm, or otherwise impede the operation of the Software, or any
          other associated programs, firmware, hardware, computer system, or network (sometimes referred to as “ Trojan
          horses ,” “ viruses ,” or “ worms ”), or any other similar harmful, malicious, or hidden procedures, routines, or
          mechanisms that would intentionally cause such Software to cease functioning or to damage or corrupt data, storage
          media, programs, equipment, or communications, or otherwise interfere with Penson’s or Client’s operations
          (collectively, “ Destructive Elements ”). If Broadridge or Ridge detect any such Destructive Elements in the Software,
          Broadridge or Ridge agree to eliminate such Destructive Elements as promptly as reasonably practicable and shall
          notify Penson and Client thereof as soon as possible.
  

     E.   No Conflict with Assigned Contracts . Broadridge and Ridge represent and warrant to Penson and Client that the
          transactions contemplated by this Agreement (including, without limitation, the performance of the Services by Ridge
  
          in accordance with the provisions of this Agreement), do not conflict with or violate, or otherwise result in a breach
          of, the provisions of any of the Assigned Contracts. Broadridge and Ridge represent, warrant and covenant to
          Penson and Client that they shall not implement any changes to the Services that will, or will be likely to, result in a
          breach under any of the Assigned Contracts.
  

     F.   Disclaimer . EXCEPT AS SPECIFICALLY PROVIDED IN THIS MASTER SERVICES AGREEMENT OR ANY
          SCHEDULE, THERE ARE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
          LIMITATION, ANY IMPLIED WARRANTIES MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  
Broadridge/Penson Proprietary and Confidential
  
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14. INDEMNITY.
  

     A.   Broadridge Indemnity . Broadridge shall indemnify, defend and hold harmless Penson and its Affiliates and its and
          their respective directors, officers, employees, agents, successors and permitted assigns (“ Client Indemnitees ”)
          from and against any and all losses, damages, liabilities, demands, claims, actions, proceedings and related expenses
          (including, without limitation, reasonable attorneys’ fees and expenses) (referred to collectively hereinafter as “ 
          Losses ”) incurred by Client Indemnitees arising out of or resulting from third-party claims related to:
  

          (i)     any infringement by the Services or the Software of any patent, copyright, trademark, service mark, trade secret
                  or other intellectual property rights in the Territories (“ Intellectual Property Right ”) of any third party. With
                  respect to claims under this Subsection (i), if Client is enjoined or otherwise prohibited from using the Services 
                  or such Software, Broadridge or Ridge shall, at their sole expense and at their option, (a) procure for Client the 
                  right to continue using the Services or such Software, or (b) substitute a non-infringing version of the services
                  or such Software so that the Services or such Software becomes non-infringing and still conforms in all material
                  respects to its applicable functional and technical specifications or any documentation provided hereunder, or,
                  if neither of the foregoing options is available in a commercially reasonable solution, then Ridge may terminate
                  the infringing Services and/or Software and eliminate the charges for the terminated Services and/or Software
                  and if Ridge elects to terminate such Services or Software, and as a result of such termination, the Services
                  and/or Software under the applicable Schedule are adversely affected in a material manner, then Client may
                  terminate the applicable Schedule. Notwithstanding the foregoing, Broadridge or Ridge shall have no liability
                  for any claims of infringement of any Intellectual Property Right to the extent such infringement is caused by
                  (x) Client’s use of the Software in combination with software, data or services not supplied by Broadridge or
                  Ridge as part of this Agreement or otherwise authorized by Broadridge or Ridge, or (y) any modification or 
                  attempted modification of such Software made by anyone other than Broadridge or Ridge or its agents or
                  without Ridge’s or its agents’ authorization;
  
          (ii)    Broadridge or Ridge’s failure to comply with any Ridge Laws;
  

          (iii)   any fines or penalties assessed by any Governmental Authority resulting from the implementation of any
                  change by Ridge or the establishment of any new or modified rule by Ridge for which Ridge is responsible
                  under Section 16.F (Implementation of Changes in Laws) below; 
  


  
          (iv)    physical injury to persons or tangible personal property caused by the fault or negligence of Broadridge’s or
                  Ridge’s officers, employees, agents, or representatives;
  

          (v)     any claim or assertion by any of the individuals performing the Services including, without limitation, any claim
  
                  or assertion that Client Indemnitees should be deemed the “employer” or “joint employer” of any of the
                  individuals performing Services under this Agreement, but excluding any claim or assertion that is the subject
                  of Penson’s indemnification obligation under Section 14.B(ii) or Section 14.B(iii) below; or 
  

          (vi)    any claims brought against Penson or Client by Ridge’s suppliers arising from or related to Ridge’s provision
                  of providing the Services hereunder, but excluding any claim or assertion that is the subject of Penson’s
                  indemnification obligation under Section 14.B(iii) below. 
  

     B.   Penson Indemnity . Penson shall indemnify, defend and hold harmless Broadridge and its Affiliates and its and their
          respective directors, officers, employees, agents, successors and permitted assigns (“ Ridge Indemnitees ”) from and
  
          against any and all Losses incurred by Ridge Indemnitees arising out of or resulting from any third-party claims
          related to:
  

          (i)     Data or information provided by Penson or Client so long as such claims relate to the data or information at the
                  time they were initially provided to Broadridge or Ridge by Penson or Client and in the form they were initially
                  provided to Broadridge or Ridge by Penson or Client;
  
Broadridge/Penson Proprietary and Confidential
  
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          (ii)    Penson or Client’s failure to comply with any Client Laws;
  


  
          (iii)   physical injury to persons or tangible personal property caused by the fault or negligence of Penson’s or
                  Client’s officers, employees, agents or representatives;
  

          (iv)    any Customer Dispute (as defined below) with respect to the Services, except to the extent that such Customer
                  Dispute arise from (a) Broadridge or Ridge’s gross negligence, willful misconduct or fraud; (b) a Ridge 
                  operational error for which Ridge is responsible under Section 15.B (Historical Losses) (below); (c) a claim for 
                  which Penson or Client is indemnified under Section 14.A (Ridge Indemnity); or (d) a matter that would give 
                  rise to an indemnification obligation of Broadridge or Ridge under the Asset Purchase Agreement. For
                  purposes of the forgoing, a “ Customer Dispute ” shall mean any error, controversy, dispute or discrepancy
                  between Penson or Client and any of its Customers, any Customers’ accounts, any counterparty to a
                  transaction by Penson or Client, and any of its correspondents or any of their Customers or related to the
                  Customers or any Customers accounts or clearing broker proprietary accounts;
  

          (v)     any claims brought against Broadridge or Ridge by Client’s suppliers arising from or related to Ridge’s
                  provision of the Services hereunder, but excluding any claim or assertion that is the subject of Broadridge’s
                  indemnification obligation under Section 14.A(iv) above; or 
  


  
          (vi)    Penson or Client exercising its right to directly, or through an agent, take control of a Service pursuant to
                  Section 19.O (Step In Rights) below. 
  

     C.   Indemnity Procedures . A party seeking indemnity under this Section 14 (Indemnity) shall: (i) promptly after receiving 
          notice of the commencement of a claim or litigation for which indemnity may be sought under this Section 14 
          (Indemnity), give the indemnifying party prompt notice thereof, together with any and all documentation received
          related to such claim or litigation; (ii) give the indemnifying party full control over the defense and settlement of any 
          claim or litigation for which indemnification is sought under this Section 14 (Indemnity), except to extent such claim 
          involves a proceeding with any Governmental Authority or action by or against any customer of Penson or Client;
          and (iii) reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, to facilitate the
          defense or settlement of any such claim or litigation; provided, however, that a failure to comply with the foregoing
          procedures shall relieve the indemnifying party from its obligation to indemnify solely to the extent that such failure
          results in prejudice to the indemnifying party. The party seeking indemnification may participate in the defense or
          negotiations at its own expense to protect its interests, except to extent such claim involves a proceeding with any
          Governmental Authority or action by or against any customer of Penson or Client. The indemnifying party shall not
          enter into any settlement agreement that impairs the rights or expands the obligations or admits wrongdoing of the
          party seeking indemnification without the prior consent of such party; provided, however, that the indemnifying
          party may settle any claim or cause of action to the extent such claim seeks monetary damages if the indemnifying
          party agrees to pay such monetary damages and that the other party to this Agreement is not required to admit
          wrongdoing or is not otherwise negatively impacted by the settlement of such claim or cause of action.
  
15. LIMITATION OF LIABILITY.
  

     A.   Errors and Omissions . Broadridge’s and Ridge’s sole and exclusive liability to Penson and Client and Penson’s and
          Client’s sole and exclusive remedy, for any claims arising out of errors or omissions in the processing of data by
          Ridge pursuant to the Existing Technology Services, Transferred Technology Services and Additional Technology
          Services (each, as defined in the applicable Schedule), notwithstanding the form of such claims (including, without
          limitation, breach, negligence, misrepresentation, or other contract or tort claim), shall be: (i) to re-perform the
          applicable Services and (ii) to provide Client with any applicable Service Level credits, or termination rights, as 
          applicable, to which Client is entitled under the Service Level Agreement. For the avoidance of doubt, this provision
          shall not apply to the actual conversion services (prior to Client going live on the Services) to be agreed to by the
          parties in the Statement-of-Work relating to the conversion services.
  
Broadridge/Penson Proprietary and Confidential
  
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     B.   [****] . The foregoing limitation on Broadridge’s and Ridge’s liability shall not apply to errors and omissions in
          connection with such support Services resulting from fraud, gross negligence or willful misconduct or criminal act of
          Broadridge, Ridge or its contractors or agents.
  

     C.   Damages Cap . In no event shall either Broadridge’s (for any breach by Broadridge or Ridge) or Penson’s (for any
          breach by Penson or Client) entire aggregate liability under this Agreement arising from or relating to any and all
  
          claims and causes of actions arising under this Agreement exceed the applicable Damages Cap (defined below),
          regardless of the basis on which such party is entitled to claim damages (including, without limitation, breach,
          negligence, misrepresentation, or other contract or tort claim); provided, however, that the limitation set forth in this
          Section 15.C (Damages Cap) shall not apply to: 
  


  
          (i)     Errors and omissions covered by Section 15.A (Errors and Omissions) above (for which the limitation of 
                  liabilities are set forth in such Section 15.A above); 
  
          (ii)    [****];
  


  
          (iii)   Indemnification obligations of Broadridge and Ridge in Section 14 (Indemnity) (for which there is no Damages 
                  Cap);
  


  
          (iv)    The failure of Penson, Client, Broadridge or Ridge to make payments (including, without limitation, taxes) or
                  apply credits due under this Agreement (for which there is no Damages Cap);
  


  
          (v)     Any claims relating to a party’s (including, without limitation, its contractors’ and agents’) fraud, gross
                  negligence or willful misconduct (for which there is no Damages Cap);
  
          (vi)    [****]; or
  

          (vii) A party’s intentional repudiation of this Agreement including, without limitation, Broadridge’s or Ridge’s
                intentional repudiation of its obligation to perform the Services or Transition Services (for which there is no
                Damages Cap).
          As used herein, “ Damages Cap ” means:
                (a) for all claims and breaches, other than those referenced in the following clause, the sum of all of the fees paid 
          and payable by Client (excluding pass-through expenses, if any) under this Agreement in the aggregate during the
          [****] prior to the date of the first event, act or omission giving rise to or the basis for the claim; provided, however,
          that until the end of the first Contract Year, the Damages Cap shall not be less than [****]; or
               (b) an amount equal to the product determined by multiplying (i) [****] by (ii) the amount of the Damages Cap 
          determined under the preceding clause (a), for breaches of Section 7.A (Use of the Services) or Section 17 (Non-
          Competition and Non-Solicitation) by either party hereto.
          FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS SET FORTH ABOVE ARE CUMULATIVE, WITH ALL
          APPLICABLE LIABILITIES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE APPLICABLE
          DAMAGES CAP. THE EXISTENCE OF MULTIPLE CLAIMS, WHETHER BROUGHT CONCURRENTLY OR
          SEPARATELY, SHALL NOT ENLARGE THE APPLICABLE DAMAGES CAP.
  

     D.   Indirect Damages Waiver . EXCEPT AS SET FORTH BELOW IN THIS SECTION 15.D (INDIRECT DAMAGES
          WAIVER), IN NO EVENT WILL BROADRIDGE (FOR ANY BREACH BY BROADRIDGE OR RIDGE) OR PENSON
          (FOR ANY BREACH BY PENSON OR CLIENT) HAVE ANY LIABILITY UNDER THIS AGREEMENT, REGARDLESS
          OF THE BASIS ON WHICH SUCH PARTY IS ENTITLED TO CLAIM DAMAGES (INCLUDING, WITHOUT
          LIMITATION, BREACH, NEGLIGENCE, MISREPRESENTATION, OR OTHER CONTRACT OR TORT CLAIM), FOR
          ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST
          PROFITS OR LOST SAVINGS THAT ARE NOT DIRECT DAMAGES, LOSS OF GOODWILL OR DAMAGE TO
          REPUTATION), EVEN IF FORESEEABLE OR EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
          POSSIBILITY OF SUCH DAMAGES.
  
Broadridge/Penson Proprietary and Confidential
  
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                                                                                                MASTER SERVICES AGREEMENT
  
          The foregoing disclaimer shall not be applicable to:
  


  
          (i)     Any claims relating to a party’s (including, without limitation, its contractors’ and agents’) fraud, gross
                  negligence or willful misconduct;
  

          (ii)    Any party’s breach of Section 10 (Confidentiality), Section 11 (Personal Information) or Section 12 (Data 
                  Security and Access), which breach results in an unauthorized access or disclosure of, (a) with respect to 
                  Penson and Client, Ridge Information and (b) with respect to Broadridge and Ridge, Client Information, 
                  Personal Information or Client files; provided, however, that in no event shall either Broadridge’s (for any
  
                  breach by Broadridge or Ridge) or Penson’s (for any breach by Penson or Client) entire liability under this
                  Section 15.D(ii) for all claims and causes of action arising under this Agreement exceed any amount equal to the
                  sum of all of the fees paid and payable by Client (excluding pass-through expenses, if any) under this
                  Agreement in the aggregate during the [****] prior to the date of the first event, act or omission giving rise to
                  or the basis for the claim; provided, however, that until the end of the first Contract Year, the liability cap under
                  this Section 15.D(ii) shall not be less than [****]; 
  


  
          (iii)   A party’s intentional repudiation of this Agreement including, without limitation, Broadridge or Ridge’s
                  intentional repudiation of its obligation to perform the Services or Transition Services;
          provided, however, that in no event shall Broadridge or Penson have any liability under this Agreement under any
          circumstances for lost profits or lost savings that are not direct damages, loss of goodwill or damage to reputation.
          Amounts paid by either party to a third party in connection with an indemnity under this Agreement shall be deemed
          to be the direct damages of such party, without regard to the nature of the claim which gave rise to such obligation to
          indemnify or the characterization of such amounts in the applicable third party claim, action or proceeding (provided,
          however, that all such liability for the indemnities are not subject to the Damages Cap). In addition, if a party is
          obligated to incur costs or expenses in fulfilling its obligations under Section 11.C (Security Breaches) or Section 12.E 
          (Security Breaches) above, such party cannot seek to avoid such obligation through a claim or assertion that the
          disclaimer set forth above in this Section 15.D (Indirect Damages Waiver) relieves such party of such obligation. 
  

     E.   Ridge Subcontractors and Third Party Vendors . Ridge shall notify Client of any proposed subcontracting of the
          Services, and obtain Client’s prior consent (which consent shall not be unreasonably withheld) with respect to any
          such subcontracting only if such consent is required by Law. Ridge shall be liable for the acts and omissions of any
          of its Affiliates or subcontractors that perform any portion of the Services hereunder to the same extent Ridge is liable
          for its own employees hereunder. For the avoidance of doubt, Ridge shall not be liable to Client for the acts or
          omissions of non-Affiliated third parties that are not subcontractors, such as non-Affiliated vendors (e.g., data
          providers, data communication carriers and utilities and for the avoidance of doubt, subcontractors shall not be
          considered vendors as used in this sentence), that provide services or facilities to be used in association with the
          Services or to or from which Ridge sends or receives Client Information in connection with providing the Services,
          and which are listed in a Schedule (or for which Ridge otherwise obtains Client’s prior consent, not to be
          unreasonably withheld); provided, however, that Ridge shall use commercially reasonable efforts to enter into
          contractual agreements with all of its subcontractors and third party vendors in order to ensure compliance with the
          applicable requirements relating to the use and disclosure of Information and Personal Information.
  
16. LAWS AND GOVERNMENTAL REGULATIONS.
  

     A.   Client Laws . As used in this Agreement, “ Client Laws ” means (a) SARBOX (defined below) and other similar Laws 
  
          that govern the maintenance and assessment of a company’s internal financial auditing controls, in each case as
          applicable to Penson or Client, (b) Laws specifically promulgated for implementation by companies in the business of 
          providing correspondent clearing services to brokers,
  
Broadridge/Penson Proprietary and Confidential
  
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                                                                                             MASTER SERVICES AGREEMENT
  
          dealers or other financial intermediaries, whether on a fully-disclosed or omnibus basis, including, without limitation,
          services subject to FINRA Rule 3230, NYSE Rule 382 or comparable rules or laws of any other Governmental
          Authority, (c) Laws that pertain to the operation of the business of Penson or Client, (d) privacy and data protection 
          Laws that are applicable to Penson or Client or Client’s receipt or use of the Services or the performance of its
          obligations under this Agreement and (e) Laws that are specifically applicable to the receipt and use of the Services 
  
          by Client. Penson and Client shall comply with all Client Laws in connection with Client’s receipt and use of the
          Services and the performance of their obligations under this Agreement; provided, however, that nothing herein shall
          excuse or otherwise limit the responsibilities of Broadridge or Ridge pursuant to this Agreement. As used herein, the
          term “ SARBOX ” means the Sarbanes-Oxley Act of 2002 and any rules and regulations promulgated thereunder (as
          enacted, promulgated and amended from time to time).
  

     B.   Ridge Laws . As used in this Agreement, “ Ridge Laws ” means (a) Laws that pertain to the operation of Broadridge’s
          or Ridge’s business by Broadridge or Ridge; (b) Laws that regulate Broadridge or Ridge in their capacity as a provider
          of the Services; or (c) privacy and data protection Laws applicable to Broadridge or Ridge or their performance and 
          delivery of the Services or the performance of their obligations under this Agreement. In connection with their
  
          performance and delivery of the Services and their performance of their obligations under this Agreement, Broadridge
          and Ridge shall comply with all applicable Ridge Laws. If Broadridge or Ridge becomes aware of its non-compliance
          with any Ridge Law, to the extent such non-compliance impacts the Services or the Agreement, Broadridge and Ridge
          shall promptly notify Penson and Client. Unless such non-compliance is caused by Penson or Client, Broadridge or
          Ridge shall promptly implement such changes as may be necessary to correct such non-compliance at Broadridge’s
          or Ridge’s sole cost and expense.
  

     C.   Compliance Directives . From time to time Penson or Client may request Ridge as to the manner in which Ridge should
          implement compliance with any Client Laws and as to any changes in Ridge’s rules, policies, procedures or processes
          relating to such compliance that Penson or Client instructs Ridge to make (each, a “ Compliance Directive ”). Ridge
  
          is authorized to act and rely on, and shall promptly implement, each Compliance Directive in the performance and
          delivery of the Services including, without limitation, required changes to the Software and Ridge Products, in
          accordance with the Change Control Procedures applicable to Mandatory Changes.
  


  
     D.   Changes in Laws . Each party shall identify and notify the other party of any change in any Ridge Law or Client Law,
          as applicable, that affect the delivery, receipt or use of Services of which it may become aware.
  

     E.   Financial Responsibility for Changes to the Services . To the extent that at least fifty percent (50%) of the Ridge 
          clients in the applicable Territory receiving the Services request that Ridge make a change to the Services as a result
          of a new or modified Law or a change in Law that affect Ridge’s clients or Penson’s clients, Ridge shall make such
          change to the Services to ensure compliance with such new Law or such change in Law at no additional charge to
          Client. In the event that (a) Penson or Client requests that Ridge make such a change and (b) the Steering Committee 
  
          does not agree that such change is required for regulatory compliance purposes, then Ridge shall make such change,
          at Penson’s or Client’s cost and expense as determined pursuant to the Change Control Procedures set forth in
          Section IV (Change Control) of Exhibit C (Governance Structure); provided, however, that in the event (i) the Steering
          Committee subsequently requests that Ridge make such change or (ii) at least fifty percent (50%) of the Ridge clients 
          in the applicable Territory receiving the Services request such change, in each case, within twelve (12) months after 
          Penson’s or Client’s request for such change, Ridge shall credit Penson or Client such costs and expenses paid to
          Ridge by Penson or Client for such change.
  
     F.   Implementation of Changes in Laws . Notwithstanding anything to the contrary in this Agreement,
  

          (i)   if Ridge implements a change to the Services pursuant to Section 16.C (Compliance Directives) or Section 16.E 
                (Financial Responsibility for Changes to the Services) and Ridge fails to implement such change in accordance
                with the written instructions of Penson or Client or the Steering Committee (as applicable) for such change or
                implements such change in the production environment prior to Penson’s, Client’s or the Steering Committee’s
                (as applicable) written acceptance of the implementation
  
Broadridge/Penson Proprietary and Confidential
  
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                                                                                               MASTER SERVICES AGREEMENT
  
                  of the change, then in accordance with Section 14.A(iii) Ridge shall be liable for any fines or penalties assessed
                  against Penson, Client or any of its Affiliates by a Governmental Authority to the extent resulting from Ridge’s
                  implementation of the change;
  

          (ii)    if Ridge implements a change to the Services and Ridge implements such change in the production
                  environment without Penson’s, Client’s or the Steering Committee’s (as applicable) written acceptance of the
                  implementation of the change, then in accordance with Section 14.A(iii) Ridge shall be liable for any fines or 
                  penalties assessed against Client or any of its Affiliates by a Governmental Authority to the extent resulting
                  from Ridge’s implementation of the change; or
  

          (iii)   if Ridge establishes a new or modified rule relating to the use of the Services that is inconsistent with or
  
                  violates any applicable Law, then in accordance with Section 14.A(iii) Ridge shall be liable for any fines or 
                  penalties assessed against Penson, Client or any of their Affiliates by a Governmental Authority to the extent
                  resulting from Ridge’s establishment of such new or modified rule.
  

     G.   Services in Violation of Laws . Subject to the provisions hereof, if providing any of the Services to Client hereunder is
          determined or adjudicated, by any court or Governmental Authority having jurisdiction (by a binding final ruling or
          order), to constitute a violation of any material Laws or governmental regulations, Ridge shall use commercially
          reasonable efforts to modify the relevant Services in order to make such Services compliant with the relevant Laws or
          regulations without material loss of functionality or performance. Where making such Services compliant with such
          Laws or regulations is not possible, Ridge or Client may, upon reasonable notice to the other party, terminate the
          provision of such Services, and in any such case, Ridge agrees to provide a refund to Client of any fees paid in
          advance by Client for such Services, and the applicable Schedule shall be deemed terminated or amended to eliminate
          such Services and the fees adjusted accordingly.
          Client shall have the right to terminate the applicable Schedule if Client’s primary regulators in the applicable Territory
          prohibit or deny approval, in a final written ruling or order, for Client to receive the Services from Ridge. Any such
          termination shall be on a “no fault” basis and for greater certainty, Client will have no obligation to pay any
          termination charges, liquidated damages or other damages or sums set forth hereunder as a result of such termination.
          For the avoidance of doubt, Client shall be responsible for any use it may make of the Services to assist it in
          complying with Client Laws, provided, however, that Broadridge and Ridge shall remain responsible for the
          performance of their obligations under this Agreement, including, without limitation as provided in Section 16.F 
          (Implementation of Changes in Laws).
  
17. NON-COMPETITION AND NON-SOLICITATION.
  
     A.   Non-Competition .
  

          (i)     During the Term and for one (1) year following the expiration or termination thereof (including, without 
                  limitation, any Transition Period), unless terminated by Broadridge for Penson’s or Client’s breach of this
                  Agreement, neither Broadridge nor any of its Affiliates shall, directly or indirectly, own, manage, operate, join,
                  control, finance or participate in the ownership, management, operation, control or financing of, or be
                  connected as an advisor, partner, agent, representative, consultant or otherwise with or use or permit its name,
                  trade name, service name or service mark to be used in connection with, any Restricted Client Business
                  (defined below).
                  As used herein, the term “ Restricted Client Business ” means correspondent clearing services including,
                  without limitation, with respect to (a) correspondent clearing services subject to FINRA Rule 3230, NYSE Rule 
                  382 or comparable rules of any other Governmental Authority or (b) any business or enterprise involving or 
                  engaged in the business as a broker or dealer or future commissions merchant in providing securities, futures,
                  commodities or foreign exchange transaction execution, clearance, settlement or financing (including, without
                  limitation, margin and portfolio margining) to brokers, dealers, other professional traders or financial
                  intermediaries, or customers.
  
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         (ii)    It is recognized by Broadridge that the Restricted Client Business as engaged in by Penson, Client and their
  
                 Affiliates is and will continue to be international in scope, and that geographical limitations on this non-
                 competition covenant (and the non-solicitation covenant set forth in Section 17.B (No Solicitation) below) are 
                 therefore not appropriate.
  


  
         (iii)   The restriction in Section 17.A(i), however, shall not be construed to prohibit Broadridge or any of its Affiliates
                 from:
  

                      (a)   conducting or engaging in Model A Clearing services in the U.K., where Broadridge or any of its
                            Affiliates provides, or will provide simultaneously therewith, processing services to the same client
                            or its affiliates in at least one (1) other country; 
  
                      (b) maintaining a broker-dealer for purposes other than to provide Restricted Client Business; and
  

                      (c)   owning not more than 5% of any class of securities of any corporation which is engaged in the
                            Restricted Client Business having a class of securities registered pursuant to the Securities Exchange
                            Act of 1934 as amended from time to time (the “ Exchange Act ”); provided, however, that such
  
                            ownership represents a passive investment and that neither Ridge nor any of its Affiliates nor any
                            group of persons including, without limitation, Ridge or any of its Affiliates in any way, either
                            directly or indirectly, manages or exercises control of any such corporation, guarantees any of its
                            financial obligations, otherwise takes any part in its business other than exercising its rights as a
                            shareholder, or seeks to do any of the foregoing.
  

         (iv)    The parties acknowledge and agree that the agreements and covenants set forth in this Section 17.A (Non-
                 Competition) are: (a) necessary to protect the legitimate business interests of Penson, Client, Broadridge and 
  
                 Ridge, (b) reasonable as to time, geographic area and scope of activity and do not impose a greater restraint on 
                 the activities of either party than is reasonably necessary to protect such legitimate business interests of
                 Penson, Client, Broadridge and Ridge and (c) reasonable in light of the consideration and other value provided 
                 under the Asset Purchase Agreement and this Agreement.
  

         (v)     The parties acknowledge that (a) the foregoing agreements and covenants are an essential element of this 
  
                 Agreement between the parties, (b) that the foregoing agreements and covenants are a key part of the overall 
                 consideration in connection with this Agreement and (c) that in the absence of such limitations the terms and 
                 conditions set forth in this Agreement would be substantially different.
  

         (vi)    The parties hereby waive any and all right to, contest the validity of any agreement or covenant in Section 17.A
  
                 (i) above, including, without limitation, the breadth of its geographic or business coverage or the length of its
                 term, without first procuring an unqualified opinion from a law firm with attorneys licensed to practice in the
                 applicable geographic area stating that such agreement or covenant is unenforceable in such geographic area.
  

         (vii) If, notwithstanding the foregoing, any of the above agreements and covenants in Section 17.A(i) (or any items 
               or elements thereof) are held to be unreasonable, invalid, or otherwise unenforceable, in whole or in part,
               Penson, Client, Broadridge and Ridge each agree that any court or authority so finding will have the authority
               to reform, redraft, blue pencil or otherwise modify any and all portions ruled to be unreasonable, invalid or
               unenforceable, whether as to time, scope, geography or otherwise, so that the covenant or covenants, as so
               reformed, will be applicable and enforceable to the fullest extent allowed by Law. The agreements and
               covenants contained in Section 17.A(i) and each provision thereof are severable and distinct agreements, 
               covenants and provisions. The invalidity or unenforceability of any such agreement, covenant or provision as
               written shall not invalidate or render unenforceable the remaining agreements, covenants or provisions hereof,
               and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
               agreement, covenant or provision in any other jurisdiction. The existence of any claim or cause of action by a
               party against another (or any of its respective Affiliates) will not constitute a defense to the enforcement by a
               party of such agreements, covenants or provisions.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                21
                                                                                                 MASTER SERVICES AGREEMENT
  
     B.   No Solicitation .
  

          (i)    During the Term, neither Broadridge nor any of its Affiliates shall, either directly or indirectly, (a) call on or 
                 solicit or entice, or attempt to solicit or entice, any person, firm, corporation or other entity who or which at any
                 time during the Term is a customer or client, or potential customer or client, of Penson or any of its Affiliates
                 with respect to the provision of the Restricted Client Business, (b) influence, or attempt to influence, any 
                 person, firm, corporation or other entity who or which at any time during the Term was or is a customer or client
                 of Penson or any of its Affiliates to stop doing business with Penson or any of its Affiliates in connection with
                 the Restricted Client Business (except that Broadridge may take such actions with respect to clients or
                 customers of Penson or any of its Affiliates who have initiated contact with Broadridge or one of its Affiliates
                 for business other than the Restricted Client Business) or (c) influence, or attempt to influence, any person,
                 firm, corporation or other entity who or which at any time during the Term was or is a customer or client, or
                 potential customer or client, of Penson or any of its Affiliates to do business with a competing entity to provide
                 the Restricted Client Business. The restriction in this Section 17.B(i) shall not be construed to prohibit 
                 Broadridge or any of its Affiliates from continuing to call on solicit any person, firm, corporation or other entity
                 who or which was the subject of active calls or solicitation by Broadridge or one of its Affiliates during the six
                 (6) month period immediately prior to the Effective Date. 
  

          (ii)   During the Term, neither Penson nor any of its Affiliates shall, either directly or indirectly, (a) call on or solicit 
                 or entice, or attempt to solicit or entice, any person, firm, corporation or other entity who or which at any time
                 during the Term is a customer or client, or potential customer or client, of Broadridge or any of its Affiliates
                 with respect to the provision of transaction processing or outsourcing business by Broadridge or its Affiliates,
                 (b) influence, or attempt to influence, any person, firm, corporation or other entity who or which at any time 
                 during the Term was or is a customer or client of Broadridge or any of its Affiliates to stop doing business with
  
                 Broadridge in connection with the transaction procession or outsourcing business by Broadridge or its
                 Affiliates or (c) influence, or attempt to influence, any person, firm, corporation or other entity who or which at 
                 any time during the Term was or is a customer or client, or potential customer or client, of Broadridge or any of
                 its Affiliates to do business with a competing entity to provide the transaction processing or outsourcing
                 business by Broadridge or its Affiliates. The restriction in this Section 17.B(ii) shall not be construed to 
                 prohibit Penson or any of its Affiliates from continuing to call on solicit any person, firm, corporation or other
                 entity who or which was the subject of active calls or solicitation by Penson or one of its Affiliates during the
                 six (6) month period immediately prior to the Effective Date. 
  

     C.   Equitable Remedies . In the event of a breach or a threatened breach by either party of any of the provisions of
          Section 17.A (Non-Competition) or Section 17.B (No Solicitation), each party acknowledges that the other party will 
          suffer irreparable damage or injury not fully compensable by money damages, or the exact amount of which may be
  
          impossible to obtain, and, therefore, will not have an adequate remedy available at law. Accordingly, the non-
          breaching party will be entitled to obtain such injunctive relief or other equitable remedy, without the necessity of
          posting bond therefor, from any court of competent jurisdiction as may be necessary or appropriate to prevent or
          curtail any such breach, threatened or actual. The foregoing will be in addition to any other rights the non-breaching
          party may have at law or in equity, including, without limitation, the right to sue for damages.
  
18. TERMINATION.
  
     A.   Ridge’s Material Breach .
  

          (i)    Penson may terminate this Master Services Agreement or any Schedule, in whole or by service, upon notice to
                 Broadridge if Broadridge or Ridge materially breaches this Master Services Agreement or the Asset Purchase
  
                 Agreement and fails to cure such breach (if such breach is capable of cure) within thirty (30) days following 
                 notice from Penson specifying the nature of such breach in reasonable detail. [****]. If a Schedule is
                 terminated by service, the pricing under such Schedule shall be adjusted to account for such terminated service
                 by an amount agreed to in good faith by Broadridge, Ridge, Penson and Client.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                  22
                                                                                                 MASTER SERVICES AGREEMENT
  
          (ii)   Penson may terminate this Master Services Agreement or any Schedule, in whole or by service, upon notice to
                 Broadridge if Ridge materially breaches such Schedule and fails to cure such breach (if such breach is capable
                 of cure) within thirty (30) days following notice from Penson specifying the nature of such breach in reasonable
                 detail. Penson may also terminate this Master Services Agreement or a Schedule, in whole or by service, upon
                 notice to Broadridge if Ridge commits numerous or repeated breaches of its duties or obligations under such
                 Schedule, even if individually cured, where the collective impact would constitute a material breach of such
                 Schedule, and Ridge either (a) fails to successfully implement corrective actions and give notice of the details 
                 of such corrective actions to Penson within thirty (30) days after notice of the collective breach from Penson or 
                 (b) after implementing such corrective actions, Ridge continues to commit breaches of the type that were 
                 addressed by implementation of such corrective actions and the collective impact of such continued breaches
                 would constitute a material breach of such Schedule. If a Schedule is terminated by service, the pricing under
                 such Schedule shall be adjusted to account for such terminated service by an amount agreed to in good faith
                 by Broadridge, Ridge, Penson and Client.
  

     B.   Client’s Material Breach . Broadridge may terminate this Master Services Agreement or the applicable Schedule upon
          notice to Penson if Penson or Client materially breaches its obligations under this Master Services Agreement or such
          Schedule with respect to Sections 3 (Charges), 7.A (Use of Services), 8.A (License Grant), 9 (Ownership and User of 
          Ridge Products), 10 (Confidentiality) or 11 (Personal Information) and fails to cure such breach (if such breach is 
          capable of cure) within thirty (30) days following notice from Broadridge specifying the nature of such breach in 
          reasonable detail. If Broadridge terminates this Master Services Agreement or a Schedule pursuant to this
          Section 18.B (Client’s Material Breach), Broadridge may, in its sole discretion, require Penson or Client immediately to
          pay all undisputed amounts then due under this Agreement or the applicable Schedule in respect of periods to the
          date of termination.
  


  
     C.   Insolvency . This Master Services Agreement or the applicable Schedule shall terminate immediately upon the
          occurrence of any of the following events:
  

          (i)    (a) a party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of 
                 its assets, or such a receiver, trustee or liquidator is appointed for the other party; (b) a party has filed against it
                 an involuntary petition for bankruptcy that has not been dismissed within sixty (60) days thereof, or files a 
                 voluntary petition for bankruptcy or a petition or answer seeking reorganization; (c) a party admits in writing its
                 inability to pay its debts as they mature; or (d) a party makes an assignment for the benefit of creditors; or 
  

          (ii)   a party becomes subject to a consent decree, settlement agreement, enforcement decision, stipulation, letter of
  
                 acceptance, waiver and consent, or other order from a governmental regulatory body, self-regulatory
                 organization, exchange, or other financial services regulatory or self-regulatory authority that makes it
                 impossible or impractical for Broadridge or Ridge to perform or Penson or Client to receive the Services.
  

     D.   Force Majeure Event . Penson may terminate a Schedule upon notice to Broadridge in the event a Force Majeure
          Event (as defined below) continues to prevent the performance of the Services under such Schedule for more than a
          period of thirty (30) days. 
  

     E.   Termination Relating to [ **** ] . If at any time the total aggregate liability of Broadridge (for any breach by
          Broadridge or Ridge) for claims that are due and payable under this Agreement, taken as a whole, exceeds [****],
  
          then Penson may terminate this Master Services Agreement or any Schedule, in whole or by service, by giving
          Broadridge notice of termination. If a Schedule is terminated by service, the pricing under such Schedule shall be
          adjusted to account for such terminated service by an amount agreed to in good faith by Broadridge, Ridge, Client
          and Penson.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                  23
                                                                                             MASTER SERVICES AGREEMENT
  
     F.   Termination Relating to [ **** ] . If Ridge fails for any reason to provide any Service [****] of this Agreement and
          does not, within [****] after receipt of a notice from Penson or Client with respect to such failure, cure such failure,
  
          then Penson may, upon notice to Broadridge, terminate this Master Services Agreement or any Schedule, in whole or
          by service, effective as of the termination date specified in the notice. If a Schedule is terminated by service, the
          pricing under such Schedule shall be adjusted to account for such terminated service by an amount agreed to in good
          faith by Broadridge, Ridge, Penson and Client.
  


  
     G.   Termination Relating to Service Levels . Notwithstanding anything to the contrary, the Service Level Agreement shall
          specify mutually agreed-to termination rights with respect to Service Level failures.
  


  
     H.   Additional Termination Rights . Penson’s termination rights described herein are in addition to, and shall not limit, the
          termination rights of the applicable Client Local Affiliate in the applicable Schedule.
  

     I.   Timely Exercise of Termination Rights . Subject to other provisions of this Agreement, if a party is entitled to
          terminate this Master Services Agreement or a Schedule pursuant to this Section 18 (Termination), such party shall 
          exercise its right to terminate this Master Services Agreement or the Schedule within [****] after the executive
          officers (as defined in Section 16 of the Exchange Act) of such party have actual knowledge of such breach or such 
          party shall be deemed to have waived its right to terminate this Master Services Agreement or the Schedule;
          provided, however, that upon notice from the party that is seeking to terminate this Master Services Agreement or the
          Schedule to the other party, such [****] period may be stayed for up to [****] (or such longer period as may be
          agreed by the parties) during which time the parties shall use good faith efforts to resolve any issue giving rise to the
          alleged termination right.
  

     J.   Termination Fees . Except as set forth in Sections IV.B (Client Local Affiliate’s Termination) of any Schedule, no
  
          termination fees or termination charges of any type shall be payable by Penson or Client to Broadridge or Ridge in
          connection with the expiration or any termination of this Master Services Agreement or Schedule in whole or by
          service.
  

     K.   Survival . Upon expiration or termination of this Master Services Agreement, the following sections shall survive: 1.A
          (ii) (Services Schedules), 1.B (Certain Defined Terms)), 2.B (Transition Services), 3 (Charges) (with respect to periods 
          to and including the effective date of expiration or termination), 5 (Communications Lines and Equipment), 
  
          9.A (Ownership), 9.C (Return or Destroy), 10 (Confidentiality), 11 (Personal Information), 12 (Data Security and 
          Access), 14 (Indemnity), 15 (Limitation of Liability), 16 (Laws and Governmental Regulation), 17.A (Non-Competition),
          the last sentence of Section 18.B (Client’s Material Breach), 18.K (Survival), 18J (Termination Fees), 19 (General) and 
          any additional provisions of this Master Services Agreement and a Schedule that by their nature continue to survive
          any expiration or termination of this Master Services Agreement or such Schedule.
  

     L.   Failure to Close Asset Purchase Agreement . The Agreement shall terminate automatically without payment of any
          termination fees or termination charges by either party pursuant to this Agreement in the event the Asset Purchase
          Agreement is terminated in accordance with its terms.
  
19. GENERAL.
  

     A.   No Inducements . Each party acknowledges that it has not been induced to enter into this Master Services
          Agreement or any of the Schedules by any representation or warranty not set forth in this Master Services
          Agreement or the Schedules.
  

     B.   Assignment . Neither this Master Services Agreement or any Schedule, nor any of the rights, duties or obligations
          hereunder, may be delegated or assigned by a party hereto or thereto without the prior consent of the other party
          hereto except to an Affiliate or as part of any corporate reorganization, including, without limitation, any merger,
          consolidation acquisition or amalgamation in which all or substantially all of its assets or equity ownership are
          transferred or as part of any sale of all or substantially all of the capital stock or assets.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                24
                                                                                              MASTER SERVICES AGREEMENT
  
          This Master Services Agreement and each Schedule shall be binding upon and shall inure to the benefit of the parties
          hereto and thereto and their respective successors and permitted assigns.
  

     C.   Severability . If any provision of this Agreement (or any portion hereof) is held to be invalid, illegal or unenforceable,
          then the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or
          impaired thereby.
  

     D.   Notices . All notices, consents, approvals, agreements, authorizations, acceptances, rejections, requests and waivers
          under this Agreement must be in writing and shall be forwarded by registered or certified mail or nationally recognized
          overnight courier and sent to Broadridge, Ridge, Penson and Client at the addresses set forth on the first page of this
  
          Master Services Agreement or to any other address designated in writing hereafter. In the case of notices to Penson
          or Client, Attention: President, with a copy to Penson Financial Services, Inc, 1700 Pacific Ave., Ste. 1400 Dallas, TX
          75201, Attention: General Counsel. Any notice to Broadridge or Ridge shall be sent Attention: President, with a copy
          to Ridge Clearing & Outsourcing, Inc., 1981 Marcus Avenue, Lake Success, New York 11042, Attention: General 
          Counsel.
  


  
     E.   Headings . The headings in this Master Services Agreement and the Schedules are intended for convenience of
          reference and shall not affect their interpretation.
  

     F.   Counterparts . This Master Services Agreement and any Schedule may be executed in counterparts, each of which
          shall be deemed an original agreement, but all of which together shall constitute one and the same instrument. This
          Master Services Agreement and any Schedule may be executed by facsimile signature.
  

     G.   Equitable Relief . In the event of a breach or a threatened breach by either party or any of its Affiliates of any of the
          provisions of Section 7.A (Use of the Service), Sections 9 (Ownership and Use of Ridge Products), 
          10 (Confidentiality), 11 (Personal Information) or 17 (Non-Competition and Non-Solicitation), each party
          acknowledges that the other party may suffer irreparable damage or injury not fully compensable by money damages,
          or the exact amount of which may be impossible to obtain, and, therefore, may not have an adequate remedy available
          at law. Accordingly, the non-breaching party will be entitled to seek to obtain such injunctive relief or other equitable
          remedy, without the necessity of posting bond therefor, from any court of competent jurisdiction as may be
          necessary or appropriate to prevent or curtail any such breach, threatened or actual. The foregoing right will apply
          without having to follow any dispute resolution process or procedure set forth elsewhere in this Agreement. The
          foregoing will be in addition to any other rights the non-breaching party may have under this Agreement, at Law or in
          equity, including, without limitation, the right to sue for damages or terminate this Agreement.
  

     H.   Governing Law . This Master Services Agreement and the Schedules shall be governed by, and construed and
          enforced in accordance with, the Laws of New York applicable to agreements wholly to be executed and to be
          performed therein.
  

     I.   Independent Contractor . Broadridge and Ridge are independent contractors and their personnel are not Penson’s or
          Client’s agents or employees for federal, provincial, or local tax purposes or any other purposes. Broadridge and
  
          Ridge, and not Penson or Client, are solely responsible for the compensation of personnel assigned to perform
          Services hereunder, and payment of worker’s compensation, disability, and other similar benefits, unemployment and
          other similar insurance, for withholding income and payroll taxes and for verifying the work eligibility of each person
          performing services hereunder.
  

     J.   Relationship of Parties . Nothing contained in this Master Services Agreement or any Schedule, nor shall any activity
          hereunder, create a general or limited partnership, association, joint venture or agency relationship between Penson
          and Broadridge or the applicable Client Local Affiliate and Ridge Local Affiliate.
  

     K.   Cumulative Remedies; Waiver . The enumeration herein of specific remedies shall not be exclusive of any other
  
          remedies. Subject to Section 18.I (Timely Exercise of Termination Rights), the waiver by either party of a breach of or a
          default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a
          waiver of any subsequent breach of or default under the same or any other provision of this Agreement.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 25
                                                                                             MASTER SERVICES AGREEMENT
  
     L.   Third-Party Beneficiaries . This Master Services Agreement is by and between Broadridge and Penson only (and the
          Schedules are by and between the applicable Ridge Local Affiliate and the applicable Client Local Affiliate only) and,
          except as otherwise provided in Sections 14 (Indemnity) and 15 (Limitation of Liability), above, is not intended to 
          confer and shall not confer any benefits or rights upon any other persons not expressly made parties hereto,
          including, without limitation, customers of Penson or service providers of Broadridge.
  

     M. Force Majeure . In no event shall either party be liable or deemed to be in default for any delay or failure to perform
        under this Agreement resulting directly or indirectly from any cause beyond its reasonable control, including, without
        limitation, acts of God, acts of the public enemy, acts of the governments, fires, floods, epidemics, quarantine
        restrictions, acts of terrorism, riots and freight embargoes (“ Force Majeure Event ”); provided that (1) the non-
        performing party (and the suppliers and contractors of such party) are without material fault in causing the default or
        delay and (2) the default or delay cannot be reasonably circumvented by the non-performing party through the use of
        commercially reasonable alternative sources, workarounds, plans or other means (including, without limitation, with
        respect to Ridge, by Ridge meeting its obligations to provide disaster recovery and business continuity services,
        except to the extent that provision of such services is itself prevented by a Force Majeure Event). Notwithstanding
        the foregoing, in every case the party claiming excusable delay shall use its commercially reasonable efforts to
        prevent and mitigate the effect and length of such Force Majeure Event. Performance times under this Agreement
        shall be considered extended for a period of time equivalent to the time lost because of any delay which is excusable
        under this Section 19.M (Force Majeure). If Ridge fails to provide the Services due to a Force Majeure Event for more 
        than five (5) days, the fees under this Agreement shall be adjusted in a manner such that Penson and Client are not 
        responsible for the payment of any fees (or other charges) for Services that Ridge fails to provide.
  

     N.   Disaster Recovery and Business Continuity . Ridge shall maintain the disaster recovery and business continuity
          services as set forth in Attachment E (Disaster Recovery; Business Continuity) to the applicable Schedule. Ridge
          shall implement its disaster recovery and business continuity plans as required, including, without limitation, in the
          event of a Force Majeure Event (except to the extent that provision of such services is itself prevented by a Force
          Majeure Event, in accordance therewith).
  

     O.   Step In Rights . If Ridge fails to provide any Services and such failure would give rise to a right for Penson to
          terminate this Master Services Agreement or a Schedule pursuant to Section 18.A (Ridge’s Material Breach), Penson
          or Client may, subject to following, take control of the part of the Services that is impacted and, in doing so, may take
          such other action as is reasonably necessary to restore the Services. In no event may Penson or Client, or its agents,
          take control of any of the Services pursuant to this Section 19.O (Step In Rights) to the extent doing so would cause 
  
          Broadridge or Ridge to be in breach of any agreement it has with any third party. If Penson or Client’s election to take
          control of the part of the Services that is impacted will require Penson or Client to enter Ridge locations, the
          provisions of Exhibit D (Step In Rights) shall apply. Ridge shall cooperate fully with Penson or Client and its agents
          and provide all reasonable assistance at no charge to Penson or Client to restore such Services as soon as possible,
          including, without limitation, giving Penson or Client and its agents all requested access to Ridge’s premises,
          equipment, software (including, without limitation, third-party software) and materials. Penson or Client shall disrupt
          Ridge’s operations or compromise the confidentiality of any other clients of Ridge.
  

     P.   Integration; No Modification . This Master Services Agreement, the Schedules and the agreements, instruments and
          documents referred to in this Master Services Agreement and the Schedules contain the entire agreement of the
          parties with respect to its subject matter and supersede all existing agreements and all other oral, written or other
          communications between them concerning their subject matter. This Master Services Agreement and the Schedules
          shall not be modified in any way except by a writing signed by both parties.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                26
                                                                                              MASTER SERVICES AGREEMENT
  
     Q.   Use of Name; Press . Each party agrees that neither it nor any of its Affiliates will display or use any of the other
          party’s or such party’s Affiliates’ trade-marks, trade names, logos or any other intellectual property or issue any
          press release or other public statement or notice identifying the other party or its Affiliates or any Customers as
          customers or otherwise relating to this Agreement or the relationship between Broadridge and Ridge and Penson and
          Client and/or their Affiliates without the prior consent of the other party, which consent shall not be unreasonably
          withheld. In the event that a party is required to disclose this Agreement or its existence by Law or to one of its
          regulators (e.g., publicly filing this Agreement with the United States Securities and Exchange Commission) the
          parties shall inform each other in writing of such requirement and cooperate in good faith in order for this Agreement
          to be redacted and afforded as much confidential treatment as is feasible. Any consent of by either party required by
          this Section 19.P (Integration; No Modification) shall be obtained from an officer holding a title of Executive Vice 
          President or higher.
  

     R.   Claims . Any claims by Broadridge or a Ridge Local Affiliate under this Master Services Agreement or a Schedule
          shall be brought by Broadridge and Broadridge shall enforce the applicable provisions of this Master Services
          Agreement or a Schedule to the same extent as a Ridge Local Affiliate as if such Ridge Local Affiliate was a party to
          this Master Services Agreement. As such, in no event shall a Ridge Local Affiliate be entitled to bring any claim
          against Penson, or the applicable Client Local Affiliate, under this Master Services Agreement or a Schedule.
          Notwithstanding the foregoing provisions of this paragraph, a Ridge Local Affiliate may bring a claim against the
          Client Local Affiliate that is party to such Schedule in the applicable Territory only to the extent such claim is required
          by Law to be brought in such Territory. Broadridge shall in such instance remain responsible for and shall oversee
          such claim and such claim shall be subject to the limitations on liability in this Master Services Agreement.
          Any claims by Penson or a Client Local Affiliate under this Master Services Agreement or a Schedule shall be
          brought by Penson and Penson shall enforce the applicable provisions of this Master Services Agreement or a
          Schedule to the same extent as a Client Local Affiliate as if such Client Local Affiliate was a party to this Master
          Services Agreement. As such, in no event shall a Client Local Affiliate be entitled to bring any claim against
          Broadridge, or the applicable Ridge Local Affiliate, under this Master Services Agreement or a Schedule.
          Notwithstanding the foregoing provisions of this paragraph, a Client Local Affiliate may bring a claim against the
          Ridge Local Affiliate that is party to such Schedule in the applicable Territory only to the extent such claim is required
          by Law to be brought in such Territory. Penson shall in such instance remain responsible for and shall oversee such
          claim and such claim shall be subject to the limitations on liability in this Master Services Agreement.
          For clarity, Broadridge and Penson shall be entitled to the benefit of all rights, defenses, counterclaims and other
          protections to which the Ridge Local Affiliate or Client Local Affiliate, as applicable, may be entitled with respect to
          any such cause of action under this Master Services Agreement or a Schedule.
  

     S.   Audit . Broadridge and Ridge shall maintain such books and records as are (a) necessary to demonstrate Broadridge’s
          and Ridge’s compliance with its obligations under this Agreement, (b) necessary to verify Service volumes and fees 
          and (c) necessary to comply with all applicable Ridge Laws and (d) necessary to document any Compliance Directives
          implemented pursuant to the provisions of Section 16.C (Compliance Directives) above. Broadridge and Ridge shall 
          provide to Penson, Client and their auditors access at all reasonable times and after reasonable notice (not to exceed
          thirty (30) days unless a shorter period is required by a Governmental Authority) to any Ridge service location, to 
          Ridge personnel providing the Services, and to data and records relating to the Services and Broadridge’s or Ridge’s
          performance under this Agreement, for the purposes of performing audits and inspections of (i) Broadridge’s or
          Ridge’s compliance with the provisions of this Agreement, including, without limitation, the fees charged to Client
          and (ii) Penson, Client and their businesses to verify the integrity of Client Information and to examine the Software 
          and Ridge Products and systems that process, store, support and transmit that Information. Additionally, during the
          Term, Broadridge and Ridge shall obtain and have performed and provide Penson’s and Client’s internal and external
          auditors and regulators with attested locally applicable audit reports (e.g., Model A / Model B Assurance Report on
          Internal Controls (AAF), Canadian Institute of Chartered Accountants Section 5970 and SAS-70 Type II audit
          reports) (the “ Audit Reports ”) on an annual basis each for a period to end on September 30 th of each calendar year
          and delivered no later than November 15 th of each calendar year. Broadridge and Ridge shall additionally provide
          Penson’s and
  
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                                                                                                                   MASTER SERVICES AGREEMENT
  
          Client’s internal and external auditors, at Penson’s and Client’s request with any reasonable additional information
          and assistance as may be reasonably requested by Penson and Client (including, without limitation, with requests,
          reports and information relating to compliance with SARBOX or equivalent regulatory requirements).
  

     T.   Insurance . Ridge shall, throughout the Term and the Transition Period, directly or through the insurance programs of
          Broadridge, maintain in full force and effect from a third party that is rated “A-” or better in Best’s Insurance Guide at
          a minimum the following insurance coverage for its operations worldwide:
  

          (i)     A policy of workers’ compensation insurance (as required by the applicable Law) on its employees. Such
                  policy shall provide statutory limits and contain employer’s liability coverage in an amount not less than U.S.
                  $1,000,000.
  


  
          (ii)    Commercial general liability insuring against bodily injury, property damage, contractors’ completed operations
                  and contractual liability with a combined single limit of not less than U.S. $1,000,000 per claim.
  
          (iii)   Professional liability and errors and omissions insurance in an amount not less than U.S. $25,000,000 per claim.
  

          (iv)    Comprehensive crime insurance, including, without limitation, employee dishonesty and computer fraud, with
  
                  coverage limits of at least U.S. $10,000,000 in the annual aggregate. The policy shall provide coverage for fraud
                  or dishonesty by Ridge personnel whether acting alone or in collusion with others, and whether acting from
                  Ridge service locations or remote locations.
  
          (v)     Umbrella/Excess liability coverage of not less than U.S. $25,000,000 over the coverages shown above.
          Penson and Client shall be named as additional insured s under the policies described in Section 19.T(ii) under which 
          the aforesaid insurance is provided. Insurance carried on a claims made basis shall be maintained for two (2) years 
          after the expiration or termination of the Term. For the avoidance of doubt, any policy amounts or limitations shall not
          in any event be construed as limitations on Ridge’s liability under this Agreement, nor shall they be construed as
          expanding Broadridge’s or Ridge’s liability under this Agreement. Ridge shall furnish Penson and Client with
          certificates of insurance evidencing the above coverages and providing for at least thirty (30) days prior notice to 
          Penson and Client of cancellation or non-renewal; provided, however, that Ridge shall not be obligated to provide
          such notice if, concurrently with such cancellation or non-renewal, Ridge provides self insurance as described below
          or obtains coverage from another insurer meeting the requirements described above. Notwithstanding the foregoing,
          so long as Ridge maintains a credit rating that is not significantly worse than its credit rating as of the Effective Date,
          Ridge reserves the right to self insure coverage, in whole or in part, in the amounts and categories designated above,
          in lieu of Ridge’s obligations to maintain insurance as set forth above, at any time.

                                              *                    *                     *                    * 
  
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                                                                                    MASTER SERVICES AGREEMENT
  
BROADRIDGE FINANCIAL SOLUTIONS, INC.                      PENSON WORLDWIDE, INC.
                                                            
Approved by : /s/ John Hogan                              Approved by : /s/ Daniel P. Son
                  (signature –Authorized Officer)                           (signature –Authorized Officer)
                                                            

Name: John Hogan                                          Name: Daniel P. Son
               (type or print)                                             (type or print)
                                                            

Title: President                                          Title: President
                   (type or print)                                           (type or print)
                                                            

Dated as of: November 2, 2009                               Dated as of: November 2, 2009 


THIS AGREEMENT SHALL BECOME EFFECTIVE UPON BEING SIGNED BY AN AUTHORIZED OFFICER OF
BOTH BROADRIDGE AND PENSON.
  
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                                                             MASTER SERVICES AGREEMENT
  
                                                 Exhibit A

Intentionally left blank.
  
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                                                                                              MASTER SERVICES AGREEMENT
  
                                                             Exhibit B

                                                 Ridge Data Security Measures

     Broadridge and Ridge will carry out the following procedures to protect Client Information:
  

1.   Maintain a Corporate Security Policy reviewed regularly and approved by Broadridge Executive Management and Ridge
     Executive Management.
  

2.   Protect against threats or hazards to confidentiality, availability, and integrity of data and systems through the use of
     static and or dynamic vulnerability assessment tools.
  

3.   Employ public or financial industry standards of encryption, when communicating Client Information over untrusted
     networks, or when transporting confidential information on mobile devices, USB media, and backup media.
  

4.   Prohibit unauthorized physical access to systems as well as employ facilities protection measures to deter, prevent and
     track unauthorized access.
  

5.   Develop operational processes to ensure segregation of duties and maintain access controls to critical resources.
  

6.   Develop internal processes to limit and track all administrative functions.
  

7.   Develop documented procedures for system configuration to eliminate potential for unauthorized access.
  

8.   Employ firewall security and prohibit system administrative functions through remote internet access to the firewall.
  

9.   Employ a documented process and application development standards based upon reasonable security development
     practices.
  

10. Perform backups of system, application, and data with reasonable procedures and frequency. Maintain backup information
    in secure off-site storage.
  

11. Employ industry reasonable best practices procedures to ensure personnel security and ensure personnel understanding
    of security processes and procedures.
  

12. Develop documented procedures for the retention and destruction of computer media and documents in electronic or
    paper form.
  

13. Perform background checks on all of its new hires who are involved in performing the Services under this Agreement in
    accordance with Broadridge’s and Ridge’s policies.
  

14. Implement and maintain an information security program with a dedicated program manager.
  

15. The program shall have the stated objective of continuously improving and monitoring performance of current and future
    security initiatives.
  

16. Comply with legislative and regulatory requirements based on the jurisdiction of the information.
  

17. Monitor and log all access to data center facilities.
  

18. Implement and maintain adequate system logging to monitor and control changes to the production environment.
  

19. Implement and maintain adequate application logging to monitor and control all changes to the production data and
    operational environment.
  

20. Implement data destruction procedures to eliminate the risk of data compromise on decommissioned systems and media.
    (similar to 12 – but it sounds like they are aiming for e-discovery).
  

21. Implement and maintain a training program for developers, administrators, and IT staff which covers topics specific to their
    duties and expertise (secure development, server hardening, etc.).
  
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                                                                                             MASTER SERVICES AGREEMENT
  
                                                            Exhibit C

                                                      Governance Structure
  
I.     INTRODUCTION
This Exhibit provides the Governance Structure, which details: (i) those roles and responsibilities of both parties that are 
required to maintain an effective working relationship and (ii) reporting mechanisms to be established and implemented by the 
parties to enable Penson and Client to review and evaluate the performance of the Services by Ridge as part of Penson’s and
Client’s ongoing duties to supervise and control their business activities as a clearing broker and to conduct continuing due
diligence with respect to Ridge’s ability to provide the Services.

The Governance Structure is intended to:
  

¨     Set forth the procedure for reporting by Ridge, and the related monitoring of the performance of the Services.
  

¨     Maintain current knowledge of business direction and strategy.
  

¨     Maintain control of all Changes, and changes that are made to business processes or any of the Services and manage
      associated financial, technical and operational risks.
  

¨     Maintain disciplined management regarding cost, quality and each party’s compliance with its contractual commitments
      and the Laws and Rules.
  

¨     Provide general oversight and consolidated performance reporting.
  

¨     Provide a clear route for program reporting; issue escalation and resolution and risk management.
  
II.    GOVERNANCE BODIES AND RESPONSIBILITIES
Governance Structure
The following joint governance bodies (“ Governance Bodies ”) will be established no later than ninety (90) days after the 
Effective Date:
           ¨   Executive Governance Committee
           ¨   Business Governance Committees
  
2.1.1 Meetings: The parties agree that meetings within and among the various Governance Bodies shall be part of the normal
      operations and are necessary (i) to provide the most effective level for the performance of duties under the Schedule and 
      (ii) as part of Penson’s and Client’s ongoing duties to supervise and control its business activities as a clearing broker
      and to conduct continuing due diligence with respect to Ridge’s ability to provide the Services. Meetings of the various
      Governance Bodies may be held either in person or telephonically. As a general rule, meetings shall be held in person,
      with telephone meetings being the exception and only as mutually agreed to by the parties. The venue for meetings shall
      take into account both parties’ mutual interest in minimizing costs, and each party shall be responsible for its own costs
      and expenses with regard to attendance at meetings. The frequency of meetings for each Governance Body is set forth
      below.
  
2.1.2 Members: The members of each Governance Body are set forth below. If a party’s representative in a Governance Body
      ceases to be a member of such Governance Body, that party shall, within thirty (30) days, notify the other party of the 
      replacement who shall be an individual of equivalent standing and expertise. The other party’s consent to such proposal
      may not unreasonably be withheld or delayed.
  
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Executive Governance Committee
The Executive Governance Committee (“ EGC ”) shall not be involved in day-to-day management of this Master Services
Agreement or a Schedule, but shall retain overall accountability for this Agreement in addition to the business relationship.
  
2.2.1 Key Responsibilities: The following key responsibilities shall be subject to and in accordance with the terms and
      conditions of this Agreement:
  

¨    To monitor and direct the strategic relationship between Penson and Client and Broadridge and Ridge.
  

¨    To provide an “interface” to the executive teams of the parties by providing regular feedback on progress and
     achievements to executive meetings.
  

¨    To review long term plans, business trends and directions.
  

¨    To oversee compliance with terms and conditions of this Agreement and monitor that regulatory developments are
     addressed.
  

¨    To consult on specified material industrial or public relations matters in connection with the Services.
  

¨    To review overall performance of the Services including, without limitation, financial performance investments and the
     effectiveness of gain/risk share arrangements.
  

¨    To resolve issues and/or disagreements escalated by the Business Governance Committees.
  

¨    To examine and authorize Changes.
  

¨    To examine and authorize proposals for amendments to the Schedules.
  

¨    To review new policies or changes to existing policies.
  

2.2.2 Specific Functions
  

¨    Review of select reports that are reflective of the performance of Ridge in fulfilling the agreed upon Service Levels, in
     maintaining accurate books and records, and adherence to various polices, procedures and regulations.
  

¨    Review of the results of select, completed SRO examinations and audit reports of Broadridge and Ridge and Penson and
     Client business units.
  

¨    Review of the feedback provided by key business stakeholders within Penson and Client and Penson’s and Client’s
     introducing brokers.
  

¨    The EGC will also address:
  
      •      The   Service Levels being provided by Ridge
  

      •      Broadridge’s    and Ridge’s and Penson’s and Client’s adherence to existing polices, procedures and the Laws and
  
            Rules
  
      •      The   resolution of any unresolved disputes and controversies between the parties
  
      •      The   results of all audits conducted by Penson and Client as well as all SRO examinations
  

      •      Broadridge’s,   Ridge’s and Penson’s and Client’s readiness in preparing for new regulations and/or industry
  
            mandates
  
      •      Any   changes in the strategic direction of Broadridge or Ridge
  
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                                                                                               MASTER SERVICES AGREEMENT
  
2.2.3 Meetings: Meetings shall take place quarterly, until otherwise agreed by the parties. Each meeting of the EGC shall be
      attended by at least two members from each of Broadridge and Ridge and Penson and Client.
  

2.2.4 Unresolved Disputes: In the event that the EGC cannot arrive at a mutually agreeable solution to any dispute or
      disagreement that is escalated to it, the dispute or disagreement shall be submitted to non-binding mediation prior to and
      as a condition precedent to the commencement of litigation under the Schedule. Said mediation shall be conducted by
      and in accordance with the mediation procedures of FINRA. The costs of the mediation shall be borne equally by the
      parties. All statements of any nature made in connection with this mediation shall be privileged and shall be inadmissible
      in any subsequent arbitral proceeding involving or relating to the claims at issue in the mediation.
  

2.2.5 Members of the EGC:
      The members of the EGC shall include an equal number of executive officers from both parties.

Business Governance Committees
  

2.3.1 Structure:
  

¨    The parties to each Schedule shall establish a Business Governance Committee.
  

2.3.2 Purpose:
  

¨    Provide operational leadership for the Services, including, without limitation, the delivery of the Services and initial
     strategic initiatives.
  

2.3.3 Key Responsibilities: The following key responsibilities shall be subject to and in accordance with the terms and
      conditions of the applicable Schedule:
  

¨    Regularly establish audit and review responsibilities of Broadridge and Ridge, in accordance with the applicable Schedule.
  

¨    Draft and update template Certification Reports, and Corrective Action Certifications.
  

¨    Approve Services plans and guide overall activities.
  

¨    Review and approve business and technical proposals that impact the business case for the Services.
  

¨    Review select reports to monitor performance of the Services, including, without limitation, adherence to Service Level
     Agreements, the agreed-upon code of conduct and to all laws.
  

¨    Review dependencies between Service areas.
  

¨    Assess operational and financial risk.
  

¨    Identify certain material current or future events that may affect Services.
  

¨    Resolve conflicts relating to Services where these are escalated by management of the parties.
  

¨    Discuss and implement Changes, projects or new services that should be agreed at a level above the day-to-day
     management team; part of this role shall be to coordinate the scope of “ Change ” in the context of its impact on units in
     the field and on central functions.
  

¨    Prepare and implement any necessary amendments to the applicable Schedule within the authority of the team (which shall
     not include any authority to agree to any new Services).
  
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                                                                                              MASTER SERVICES AGREEMENT
  
¨      Monitor compliance with the Laws and Rules and address routine compliance issues.
  

2.3.4 Members of the Business Governance Committee:
        The members of the Business Governance Committee (“ BGC ”) shall include an equal number of senior officers from
        both parties to the applicable Schedule.
  

2.3.5 Meeting
        The BGC meetings shall be held monthly or as either party to the applicable Schedule may reasonably request. Relevant
        Penson and Client representatives and Broadridge and Ridge representatives shall also participate and provide input as
        required.
  
III.    REPORTS
To facilitate Penson’s and Client’s ongoing duties to supervise and control its business activities as a clearing broker and to
conduct continuing due diligence with respect to Ridge’s ability to provide the Services, Broadridge and Ridge shall provide or
cause to be provided to Penson and Client copies of mutually agreed-upon reports. All reports are run daily, except where
noted.

The parties agree to update the list of reports from time to time as the parties deem necessary to effect the purposes described
above, in each case as mutually agreed by the parties in writing.
  
IV.     CHANGE CONTROL
Changes
The parties recognize that during the Term there may be changes to the Services (as agreed upon by Ridge and Client) or the
terms and conditions of this Agreement (as agreed upon by Broadridge and Penson) either on a temporary or permanent basis
(each, a “ Change ”). Any such Changes shall be addressed and processed through the “ Change Control Procedure ” set
forth below. Except as set forth in this Section IV regarding Mandatory Changes or as otherwise expressly agreed between the
parties in writing, until any Change is agreed between Ridge and Client or Broadridge and Penson, as applicable, in accordance
with the Change Control Procedure, Ridge shall continue to perform the Services and be paid the amounts set forth under this
Agreement as if the Change had not been requested. Notwithstanding the preceding sentences of this Section IV or any
provision of the Schedule (including, without limitation, the Attachments) to the contrary, the parties shall consider all
proposed Change Requests in good faith through the Governance Structure, but shall not be required to agree to the terms and
conditions of any proposed Change.

Change Control Procedure
  

4.1     All Change Requests (defined below) and Changes shall be dealt with in accordance with the procedure set forth below.
        Changes shall be effective only if made in writing and signed by an officer of the parties who is authorized to execute
        such documents under the terms and conditions of the Schedule and in accordance with this Exhibit.
  

4.2     At any time and for any reason, either party may request a Change (each, a “ Change Request ”). Each Change Request
        shall be submitted in writing to the other party, and shall specify in reasonable detail:
  
        (a)   any proposed Change;
  
        (b)   the impact of the proposed Change on the existing Services;
  
        (c)   any amendment to this Schedule required by the proposed Change;
  
        (d)   other details which the other party might reasonably agree to include in the Change Request; and
  
        (e)   any other details set forth in the Change Request and Approval Form (defined below).
  

4.3     If Broadridge or Ridge submits the Change Request, it must set forth, if appropriate, in reasonable detail any proposed
        adjustments to the fees and/or any other pricing mechanisms to be charged or used under the applicable Schedule,
        including, without limitation, any additional costs or expenses which shall be incurred by Penson or Client if and to the
        extent that the Change Request is approved.
  
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                                                                                           MASTER SERVICES AGREEMENT
  
4.4   If Penson or Client submits a Change Request, Broadridge and Ridge shall evaluate the Change Request and, within ten
      (10) business days, submit a response setting forth in reasonable detail: 
  


  
      (a)   with respect to Changes other than Mandatory Changes, whether or not Broadridge and Ridge are prepared in
            principle to agree to the proposed Changes;
  

      (b)   any adjustments to the fees and/or other pricing mechanisms to be charged or used under the applicable Schedule
            that Broadridge and Ridge may propose, including, without limitation, any additional costs or expenses that shall
            be incurred by Penson or Client in the event the Change Request is approved; and
  
      (c)   a good faith estimate of the effective date for the Change.
  

4.5   If Broadridge or Ridge requires more time to respond, due to the nature or complexity of Penson’s or Client’s proposed
      Change Request or otherwise, Broadridge or Ridge shall so inform Penson or Client and Broadridge or Ridge shall have a
      reasonable amount of additional time to respond.
  

4.6   If Broadridge or Ridge submits a Change Request, Penson and Client shall evaluate the Change Request and, within ten
      (10) business days, submit a response setting out in reasonable detail: 
  
      (a)   whether or not Client are prepared in principle to agree to the proposed Changes; and
  


  
      (b)   Penson’s and Client’s response to Broadridge’s or Ridge’s proposed Changes, including, without limitation, any
            proposed Changes to the Service Charges and/or other pricing mechanisms provided in the applicable Schedule.
  

4.7   If Penson or Client requires more time to respond because of the size or complexity of Broadridge’s or Ridge’s proposed
      Change Request or otherwise, Penson or Client shall so inform Broadridge or Ridge and Penson or Client shall have a
      reasonable amount of additional time to respond.
  

4.8   Once a response to the Change Request has been submitted, the parties shall discuss the proposed Change and any
      related matters.
  

4.9   Changes shall become effective upon execution and delivery by both parties of an amendment to this Master Services
      Agreement or the applicable Schedule affecting such Change, which amendment shall be executed promptly and shall
      include all relevant changes to this Master Services Agreement or the applicable Schedule.
  

4.9   Each party shall bear its respective costs associated with proposing, considering, responding to or otherwise dealing
      with Change Requests and responses in accordance with this Exhibit, unless the parties otherwise agree in writing.

Mandatory Changes
Notwithstanding any provision to the contrary in this Section IV or elsewhere in this Agreement, any of the following Changes
shall be considered a “ Mandatory Change ”: Changes that (a) involves a request by Penson or Client for the provision of 
Services to a new Affiliate of Penson, (b) are necessary to implement new or modified Penson or Client policies, which will in 
any event be processed as a Change, (c) are necessary to effect compliance with a new or modified Client Law, Compliance 
Directive or Ridge Law or (d) are identified in this Agreement as a Mandatory Change or a Change that is to be implemented in 
accordance with the Change Control Procedures applicable to Mandatory Changes. Upon receipt of a request for a Mandatory
Change, and subject to the “Development Scheduling” Service Level, Broadridge or Ridge shall provide a fee estimate for each
Mandatory Change and provide the schedule when such change will be implemented. If such schedule is not acceptable to
Penson or Client, Broadridge or Ridge and Penson and Client shall negotiate in good faith an accelerated schedule for the
implementation of such change. Notwithstanding any provision to the contrary in this Section IV, all Mandatory Changes shall
be implemented (i.e., neither party shall have the right to refuse to approve or implement such Change) in accordance with the
Change Control Procedures. Any dispute or disagreement regarding any Mandatory Change (including, without limitation,
issues regarding fees, Service Levels, specifications for
  
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                                                                                              MASTER SERVICES AGREEMENT
  
deliverables and the implementation of the Mandatory Change) shall not delay the implementation of the Mandatory Change.
For the avoidance of doubt, the Change Control Procedures applicable to Mandatory Changes shall not apply to, and shall not
relieve Broadridge or Ridge from, changes Broadridge or Ridge is otherwise required to make pursuant to this Agreement.
  
V.    FEE DISPUTES
In accordance with Section 3.E (Payment) of this Master Services Agreement, Client may withhold the portion of an invoice for 
particular fees, subject to a bona fide dispute. Upon receipt of a Dispute Notice, the parties shall immediately meet (including,
without limitation, by telephone conference) to attempt to resolve the dispute. If the parties are unable to resolve the dispute at
such meeting (a “ Payment Dispute ”) then either party may implement the following expedited payment dispute escalation
procedures:
  

5.1   Either party may initiate the expedited process by an arbitrator by sending notice of such request to the other party and
      describing the dispute or referencing this Section 5.1 (a “ Dispute Notice ”).
  

5.2   For five (5) business days after delivery of the Dispute Notice, the parties each shall use good faith efforts to mutually 
      agree upon an arbitrator. If the parties are not able to agree upon an arbitrator within such period of time, such arbitrator
      shall be selected in accordance with the International Institute for Conflict Prevention and Resolution for Non-
      Administered Arbitration, or its successor.
  

5.3   The arbitrator shall possess at least fifteen (15) years of relevant experience in a law firm or corporate law department of 
      over twenty-five (25) lawyers or a judge of a court of general jurisdiction. The arbitrator shall not have represented or 
      acted on behalf of either party, or be otherwise affiliated with or interested in either party.
  

5.4   Upon selection of the arbitrator, the parties shall agree on a schedule to present the dispute to the arbitrator and obtain a
      decision as described herein, during a time frame of no more than twenty (20) days. In the event the parties cannot agree 
      upon a schedule, the arbitrator shall provide a schedule. Each party shall simultaneously submit a memorandum to the
      arbitrator that is not more than ten (10) pages in length, accompanied by relevant documents and not more than three 
      (3) affidavits. After receiving and reviewing the memoranda and supporting information, the arbitrator shall conduct a 
      hearing of no more than four (4) hours, that shall include not more than two representatives of each party, at which the 
      parties may present their case and shall submit to questioning by the arbitrator. The arbitrator shall render his or her
      decision within seventy-two (72) hours of the hearing. 
  

5.5   The standard under which the arbitrator shall render his or her decision shall be whether there exists a good faith basis
      for Client to withhold the disputed charges under the terms and conditions of this Master Services Agreement and the
      applicable Schedule. The arbitrator shall issue his or her decision in the form of a ruling on that single issue, and shall not
      provide any written basis or support for his or her opinion. If the arbitrator determines that Client had a good faith basis
      for withholding the disputed fees, then such sums shall remain in Client’s possession. If the arbitrator determines that
      Client did not have a good faith basis for withholding the disputed charges, then Client shall pay such disputed fees to
      Broadridge or Ridge, under reservation of rights, within ten (10) days after the date of the arbitrator’s decision. After the
      arbitrator renders such decision, each party may pursue any and all rights associated with the Payment Dispute through
      the dispute escalation procedures set forth in this Exhibit. The decision of the arbitrator shall have no force or effect other
      than for the limited purposes stated in this Section 5. 
  

5.6   The decision of the arbitrator and all communications, memoranda and supporting documentation exchanged in
      connection with the procedures set forth in this Section 5 shall be exchanged on a without prejudice basis and the 
      decision of the arbitrator and briefs of the parties shall be inadmissible in any respect in any subsequent proceeding. All
      communications, memoranda, supporting documentation, and the arbitrator’s decision shall be deemed Information under
      this Agreement.
  

5.7   The arbitrator shall be compensated at his or her applicable billing rate, which shall be split equally between the parties.
      Any costs incurred by either party shall be borne by that party.
  
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                                                                                             MASTER SERVICES AGREEMENT
  
5.8   A party’s failure to commence or pursue the expedited procedures set forth in this Section 5 shall not constitute, operate 
      or be construed as a waiver of any right the party may have under this Agreement.
  
VI.   ACCEPTANCE
Without prejudice or limitation to any other rights or remedies of Client, new Ridge Products shall be subject to acceptance
testing by Client to verify that such Ridge Products conform to the specifications provided in connection with such Ridge
Products (the “ Acceptance Criteria ”). When Ridge notifies Client that a Ridge Product is ready for testing for conformance
with the Acceptance Criteria, Client may elect to test the Ridge Product to determine whether they comply in all material
respects with the Acceptance Criteria. Client shall have thirty (30) business days to complete such testing. Upon completion of 
such testing, Client shall promptly notify Ridge whether it has accepted such Ridge Product (“ Accept ”), or whether it has
identified discrepancies with the Acceptance Criteria (“ Reject ”). If Client Accepts the Ridge Product it shall issue a notice
thereof. If Client Rejects the Ridge Product, Client shall provide notice setting forth a list of items that Client claims must be
corrected and Ridge shall use commercially reasonable efforts to correct such Ridge Product and the testing process shall
resume as set forth above. If Client does not provide notice to Ridge after such thirty (30) day period, then the Ridge Products 
shall be deemed to be accepted.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                38
                                                                                               MASTER SERVICES AGREEMENT
  
                                                             Exhibit D

                                                           Step In Rights
  
1.1 If Penson or Client wishes to take action, either itself, through an Affiliate or using a third party acting on its behalf, and
    such action involves onsite access at a Ridge location, Penson or Client shall notify Broadridge or Ridge of the following:
  
     (a)   the action it wishes to be taken;
  
     (b) the reason for such action together with supporting evidence;
  
     (c)   the date it wishes to commence such action; and
  
     (d) the estimated time period which it believes will be necessary for such action.
  

1.2 Following service of such notice and subject to compliance with the other terms and conditions of this Exhibit and the
    Agreement, Penson or Client shall take such action as notified under Section 1.1 above and any consequential additional 
    action as it reasonably believes is necessary (together, the “ Required Action ”) and Broadridge and Ridge shall give all
    reasonable assistance to Penson or Client while it is taking the Required Action. Penson or Client shall exercise its rights
    under this Exhibit reasonably and in a manner that complies with applicable standard policies and procedures applicable to
    onsite access at the Ridge locations (including, without limitation, policies relating to access to other customers’ data).
  

1.3 Before ceasing the Required Action, if Penson or Client intends to hand the Services back to Ridge, Penson or Client shall
    deliver notice to Broadridge, specifying in reasonable detail (to the extent that it is reasonably practicable in the
    circumstances):
  
     (a)   the action it has taken; and
  
     (b) the date it plans to conclude such action
     (the “ Step Out Notice ”).
  

1.4 Unless otherwise agreed by Broadridge or Ridge, Penson’s or Client’s right to have onsite access to the Ridge locations
    for the purpose of exercising step in rights under this Exhibit shall expire six (6) months after the date that Client first has 
    taken any Required Action onsite at a Ridge location, but only if Penson or Client has not delivered a Step Out Notice prior
    to the date of such expiration.
  

1.5 To the extent Penson or Client takes over responsibility for any of the Services while onsite at a Ridge location during the
    exercise of its step in rights, then Ridge shall not be responsible for meeting the Service Levels that are associated with
    such Services, to the extent that Penson’s or Client’s actions result in a failure to achieve Service Levels. Penson’s or
    Client’s exercise of its step in rights shall not constitute a waiver by Penson or Client of any termination rights or rights to
    pursue a claim for damages arising out of the failure that led to the step in rights being exercised.
  
Broadridge/Penson Proprietary and Confidential
  
                                                                 39
                        NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A
                      CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE
                    SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
              REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE.

                                                   Schedule A (United States)

                         SERVICE BUREAU AND OPERATIONS SUPPORT SERVICES SCHEDULE

                                               To The Master Services Agreement

                                                             between

                                        BROADRIDGE FINANCIAL SOLUTIONS, INC.

                                                                and

                                                 PENSON WORLDWIDE, INC.

This schedule (the “ Schedule ”), dated as of November 2, 2009 (the “ Schedule Effective Date ”), between Ridge Clearing & 
Outsourcing Solutions, Inc. (“ Ridge Local Affiliate ”) and Penson Financial Services, Inc. (“ Client Local Affiliate ”), to the
Master Services Agreement, dated as of the date hereof, between Broadridge Financial Solutions, Inc. and Penson Worldwide,
Inc., sets forth the terms and conditions, in addition to the terms and conditions in the Master Services Agreement, under which
Ridge Local Affiliate will provide service bureau and operations support services to Client Local Affiliate to assist and support
Client Local Affiliate in functioning as a clearing firm. Each of Client Local Affiliate and Ridge Local Affiliate agrees to comply
with and fulfill all terms and conditions applicable to it under the Master Services Agreement.

Unless otherwise defined herein, all capitalized terms shall have the meanings given to them in the Master Services Agreement.
In the event of a conflict between the terms and conditions of this Schedule and the terms and conditions of the Master
Services Agreement, the terms and conditions of this Schedule shall govern. The term “ Client Local Affiliate ” as used in this
Schedule includes all Affiliates, divisions and subsidiaries of Client Local Affiliate. Except where otherwise indicated, all
references in this Schedule to Sections or Attachments are to Sections to, and Attachments of, this Schedule. The term “party” 
as used in this Schedule means Ridge Local Affiliate or Client Local Affiliate, as applicable. The term “parties” as used in this
Schedule means Ridge Local Affiliate and Client Local Affiliate.
  
I.   SUBMISSION OF SCHEDULE
     A. During the Schedule Term, Client Local Affiliate and Ridge Local Affiliate shall each be subject, to the extent applicable
     to such party, to the provisions of federal, state and local laws, rules and regulations and the constitution, by-laws, rules,
     regulations and stated policies of the Securities and Exchange Commission (“ SEC ”), the Financial Regulatory Authority
     (“ FINRA ”), the New York Stock Exchange, Inc. (“ NYSE ”), and any other securities exchange, commission, association,
     regulatory or self-regulatory organization (“ SRO ”) vested with authority over Client Local Affiliate or Ridge Local
     Affiliate (to the extent applicable to a party, the “ Laws and Rules ”). Each party shall perform its obligations under this
     Schedule in accordance with the Laws and Rules.
     B. Client Local Affiliate shall submit this Schedule to FINRA, or any other SRO, as required, on behalf of itself and Ridge
     Local Affiliate for review and, if necessary, approval. This Schedule shall not become effective until the date upon which
     all necessary SRO approvals as to both parties are received (the “ Approval Date ”); provided, however, that if no SRO
     approvals are required for this Schedule to become effective, this Schedule shall become effective as of the Schedule
     Effective Date. In the event that any such approval is required and this Schedule is not so approved, the parties shall
     negotiate in good faith to
  
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      amend this Schedule as may be needed to obtain such approval. This Schedule will be effective in connection with the
      Acquired Correspondents (“correspondents receiving services under the Assigned Contracts (as such term is defined in
      the Asset Purchase Agreement)”) upon the later of the Approval Date and the Closing Date (as defined in the Asset
      Purchase Agreement.)
      C. Ridge Local Affiliate acknowledges that Client Local Affiliate has regulatory responsibilities as a clearing firm, including,
      among other things, a duty to supervise the types of business in which it engages. To assist Client Local Affiliate in
      satisfying such obligations, Ridge Local Affiliate agrees to provide, at the reasonable request of Client Local Affiliate,
      performance reports with respect to the Services and full access to relevant books and records, information and Ridge
      Local Affiliate personnel engaged in providing the Services. Ridge Local Affiliate acknowledges that Client Local Affiliate
      is required, from time to time, to prepare and file reports with the SEC, FINRA, NYSE and other SROs or Governmental
      Authorities. To assist Client Local Affiliate in satisfying such requirements, Ridge Local Affiliate agrees to provide Client
      Local Affiliate with information in its possession that is necessary for Client Local Affiliate to prepare and file any such
      reports.
      D. This Schedule is not intended, and shall not be construed, to limit, reduce, or otherwise change any regulatory,
      contractual or other obligation that Client Local Affiliate owes to a correspondent or to its customers.
  
II.   SERVICES TO BE PERFORMED BY RIDGE LOCAL AFFILIATE
      A. Subject to the second paragraph of Section 16.G of the Master Services Agreement and Section I.B, Ridge Local 
      Affiliate will perform the services, functions and responsibilities described in Attachment A in accordance with the terms
      and conditions of this Schedule and the Master Services Agreement. Attachment A is hereby incorporated in and made an
      integral part of this Schedule. Any additional services to be performed by Ridge Local Affiliate shall be subject to the
      written agreement of the parties.
      B. Ridge Local Affiliate represents and warrants that, in providing the Services, the Transferred Operations Support
      Services (as defined in Attachment A ) and the Additional Technology Services (as defined in Attachment A ) to the
      Acquired Correspondents, Ridge Local Affiliate will be providing to the Acquired Correspondents services, products and
      systems of an identical or higher quality to the services, products and systems provided by Ridge Local Affiliate to such
      Acquired Correspondents immediately prior to the Schedule Effective Date.
      C. This Schedule and the Master Services Agreement are intended to create an exclusive arrangement between Client Local
      Affiliate and Ridge Local Affiliate with respect to the Services utilized by Client Local Affiliate as of the applicable Live
      Date in the Territory for which a pricing schedule is included in this Schedule except (A) as otherwise set forth in this 
      Schedule and the Master Services Agreement and (B) in the event that (i) Client Local Affiliate or a Customer of Client 
      Local Affiliate is prohibited by Law from receiving Services from Ridge Local Affiliate in the Territory, (ii) Client Local 
      Affiliate obtains a business and in connection therewith is contractually required to use an alternative system (and not the
      Services) as a condition of obtaining such business or (iii) during any time period that Ridge Local Affiliate is in material 
      breach of this Schedule and has failed to cure such breach within thirty (30) days following notice from Client Local 
      Affiliate specifying the nature of such breach in reasonable detail.
  
III. CONVERSION
      A. Conversion of Client Correspondents . In connection with the conversion of the correspondents of Client Local
      Affiliate, other than the Acquired Correspondents, (“ Client Correspondents ”) to Ridge Local Affiliate, the parties agree
      to the following:
  

           (i)   Client Local Affiliate shall provide Ridge Local Affiliate with Client Local Affiliate’s requirements with respect
                 to the Client Local Affiliate files and Service Levels applicable to the Client Correspondents (the “ Client
                 Requirements ”) after the Schedule Effective
  
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                 Date. The parties shall enter into a statement of work (the “ Conversion SOW ”) that will describe Client Local
                 Affiliate’s migration to Ridge Local Affiliate’s service delivery and technology platform no later than [****]
                 after Ridge Local Affiliate’s receipt of the Client Requirements. The Conversion SOW will define the Target
                 Live Date for each Service and describe specific implementation activities and procedures required to migrate
                 Client Correspondents to the Ridge Local Affiliate, including, without limitation, development, implementation
                 and integration of Software and other software and development and integration of correspondent clearing
                 functionalities, reporting and monitoring systems and such other services as may be set forth in the
                 Conversion SOW (the “ Conversion Services ”). Without limiting the generality of the foregoing, the
                 Conversion SOW shall (1) specify that Ridge Local Affiliate will convert the applicable Client Local Affiliate 
                 files to make them compatible with the Services and the other services, as may be required in respect of the
                 migration of Client Local Affiliate’s Customers to the Services and (2) describe the development and integration
                 of correspondent clearing functionalities by Ridge Local Affiliate. The Conversion Services shall be provided
                 at no charge to Client Local Affiliate by Ridge Local Affiliate.
  

          (ii)   The parties shall cooperate and provide each other with all information and assistance reasonably required in
  
                 connection with the Conversion Services. Each party will assign a liaison person to assist and cooperate with
                 the other party in connection with the Conversion Services (which person may be replaced by a party at its
                 sole discretion from time to time by way of notice to the other party).
  
IV. TERM OF SCHEDULE
     A. Schedule Term . The term of this Schedule (the “ Schedule Term ”) shall begin on the Schedule Effective Date and shall
     continue for a period of ten (10) years after the last Live Date with respect to the Schedules under the Master Services 
     Agreement for the U.S., U.K. or Canada (for clarity, the Schedule Term of the Schedules under the Master Services
     Agreement for the U.S., U.K. and Canada shall be coterminous with each other); provided, however, that this Schedule’s
     effective date is subject to its review and approval by the applicable regulatory agency as described in Section I.A. The “ 
     First Billable Date ” for the Services shall mean: (i) for the Services provided in connection with the Acquired 
     Correspondents, the later of the Approval Date and the Closing Date (as such term is defined in the Asset Purchase
     Agreement); and (ii) for the Services provided in connection with the Client Correspondents, the Live Date for such 
     Service. The “ Live Date ” for a Service is defined as the first date upon which Ridge Local Affiliate processes trades
     utilizing the applicable Service on behalf of Client Correspondents in accordance with the provisions and requirements of
     this Schedule and the Master Services Agreement (excluding any beta testing or similar testing of the system). The
     Schedule Term shall automatically extend following its scheduled expiration date unless (1) either party gives notice of 
     termination at least one hundred eighty (180) days prior to the scheduled expiration date, in which case the Schedule Term 
     shall expire on the scheduled expiration date or (2) either party gives notice of termination at any time after the date that is 
     one hundred eighty (180) days prior to the scheduled expiration date of the Schedule Term (including any time beyond the 
     scheduled expiration date), in which case the Schedule Term shall expire on the date specified in such notice of
     termination, which date must be at least one hundred eighty (180) days after the date of such notice. 
     B. Client Local Affiliate’s Termination .
  

          (i)    Client Local Affiliate may terminate this Schedule for convenience upon one hundred twenty (120) days notice 
                 to Ridge Local Affiliate. In the event of any such termination or in the event Ridge terminates this Schedule
                 pursuant to Section 18.B of the Master Services Agreement, Client Local Affiliate shall pay to Ridge Local 
  
                 Affiliate prior to the effective date of such termination, as liquidated damages and not as a penalty, an amount
                 equal to [****] of the Base Fee (as such Base Fee is adjusted by Section II of Attachment B-1 , but not as
                 increased or decreased in connection with Section III of Attachment B-1 ) that Client Local Affiliate would
                 otherwise be obligated to pay under this Schedule if this Schedule had not been terminated, from and after the
                 effective date of termination through the end of this Schedule Term.
  
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         (ii)    Client Local Affiliate may terminate this Schedule in the event of a Service Level Termination Event upon notice
                 to Ridge Local Affiliate, and, in such event, no termination fees or termination charges of any type shall be
                 payable by Client Local Affiliate to Ridge Local Affiliate.
                 No later than [****] after the Schedule Effective Date, the parties shall define a Service Level Termination
                 Event.
  

         (iii)   Client Local Affiliate may terminate this Schedule for a Change in Control of Client Local Affiliate or any
                 Affiliate that directly or indirectly Controls such Client Local Affiliate (the “ Applicable Client Entity ”) upon
                 [****] notice to Ridge Local Affiliate. In the event of any such termination, Client Local Affiliate shall pay to
                 Ridge Local Affiliate prior to the effective date of such termination, as liquidated damages and not as a penalty,
                 an amount equal to the lesser of (a) [****] of the Base Fee (as such Base Fee is adjusted by Section II of 
                 Attachment B-1 , but not as increased or decreased in connection with Section III of Attachment B-1 ) that
                 Client Local Affiliate would otherwise be obligated to pay under this Schedule if this Schedule had not been
                 terminated, from and after the effective date of termination through the end of the Schedule Term and (b) U.S. 
                 [****].
                 “ Change in Control ” shall mean the (a) consolidation or merger of an Applicable Client Entity with or into 
                 any entity (other than the consolidation or merger of an Applicable Client Entity with a third party entity in
                 which such Applicable Client Entity is the surviving entity; provided, however, that the holders of the then-
                 outstanding voting securities of such Applicable Client Entity prior to any such consolidation or merger hold
                 securities that represent immediately after such consolidation or merger greater than fifty percent (50%) of the 
                 combined voting power of the then-outstanding voting securities of such Applicable Client Entity thereafter),
                 (b) sale, transfer or other disposition of all or substantially all of the assets of an Applicable Client Entity or 
                 (c) acquisition by any individual, entity, or group of individuals or entities acting in concert, of beneficial 
                 ownership of fifty percent (50%) or more (or such lesser percentage that constitutes the power to direct or 
                 cause the direction of the management and policies of an Applicable Client Entity) of the outstanding voting
                 securities or other ownership interests of an Applicable Client Entity.
       C. Failure To Go Live . If the Services in connection with the Client Correspondents do not go live by the Target Live
       Date set forth in the Conversion SOW or any other date agreed to by the parties as set forth in writing, through no fault
       of Ridge Local Affiliate (or its subcontractors) or a Force Majeure Event (as defined in the Master Services Agreement)
       or a delay in obtaining an approval described in Section I.B, then Client Local Affiliate shall pay to Ridge Local Affiliate, 
       as liquidated damages and not as a penalty, an amount equal to a percentage of the Base Fee that Client Local Affiliate
       would otherwise be obligated to pay if the Services had commenced on the Target Live Date as follows (each, a “ 
       Failure To Go Live Monthly Payment ”): (i) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (ii) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (iii) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (iv) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (v) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; and (vi) if the Services do not go live by the [****] following the Target Live 
       Date, [****] of the Base Fee for such [****] and for each [****] thereafter until the Services go live.
       D. Early Go Live . If the Services go live prior to the Target Live Date or any other date agreed to by the parties as set
       forth in writing, then the Base Fees with respect to the Services shall be reduced by an
  
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       amount equal to a percentage of the Base Fee for each [****] until the Target Live Date as follows: (i) if the Services go 
       live [****] or more prior to the Target Live Date, [****] of the Base Fee for such [****] and for each [****] prior to
       such [****]; (ii) if the Services go live [****] prior to the Target Live Date, [****] of the Base Fee for such [****]; 
       (iii) if the Services go live [****] prior to the Target Live Date, [****] of the Base Fee for such [****]; (iv) if the 
       Services go live [****] prior to the Target Live Date, [****] of the Base Fee for such [****]; (v) if the Services go live 
       [****] prior to the Target Live Date, [****] of the Base Fee for such [****]; and (vi) if the Services go live [****] prior 
       to the Target Live Date, [****] of the Base Fee for such [****].
       E. Failure to Deliver . If Ridge Local Affiliate fails to deliver the Services (compliant with the Statement of Work and
       specifications) by the Target Live Date, through no fault of Client Local Affiliate (or its subcontractors) or a Force
       Majeure Event (as defined in the Master Services Agreement) or a delay in obtaining an approval described in
       Section I.B (a “ Failure to Deliver ”), then Ridge Local Affiliate shall pay Client Local Affiliate, as liquidated damages
       and not as a penalty, an amount equal to a percentage of the amount Client Local Affiliate pays in connection with 
       (a) the Client Local Affiliate personnel performing the operational support services described in Appendix 3 and (b) the 
       services Client Local Affiliate outsourced to third parties, including, without limitation, as set forth in Appendix 4 , in
       each case, on a [****] basis until such time as Ridge Local Affiliate delivers the Services (compliant with the Statement
       of Work and specifications); provided, however, that such amount Client Local Affiliate pays is consistent with
       amounts Client Local Affiliate historically paid for such services, including any non-recurring expense or cost
       (collectively, the “ Historical Amount ”), as follows: (i) if the Services do not go live by the [****] following the Target 
       Live Date, [****] of the Historical Amount; (ii) if the Services do not go live by the [****] following the Target Live 
       Date, [****] of the Historical Amount for such [****]; and (iii) if the Services do not go live by the [****] following the 
       Target Live Date, [****] of the Historical Amount for such [****] and for each [****] thereafter.
       If a Failure to Deliver requires Client Local Affiliate to extend or renew any Disclosed Agreement (as defined below),
       then: (1) Client Local Affiliate shall use commercially reasonable efforts to obtain a month-to-month extension of such
       Disclosed Agreement and, if it is unable to obtain a month-to-month extension, promptly notify Ridge Local Affiliate of
       its inability to obtain a month-to-month extension and use commercially reasonable efforts to minimize any early
       termination fees due under such extension or renewal (whether by contractual right or continuing such Disclosed
       Agreement past the expiration date); (2) during the period from and after the first day of such extension or renewal 
       (whether by contractual right or continuing such Disclosed Agreement past the expiration date) and until and including
       the final Live Date with respect to the Services applicable to such Disclosed Agreement, Ridge Local Affiliate shall be
       responsible for any incremental increase in the fees due under such Disclosed Agreement as a result of such extension
       or renewal (in addition to the Historical Amounts calculated in accordance with the first paragraph of this Section IV.E); 
       and (3) from and after the final Live Date with respect to the Services applicable to such Disclosed Agreement, Ridge 
       Local Affiliate shall be responsible for any early termination fees, fees for services and other amounts payable under
       such Disclosed Agreement. A “ Disclosed Agreement ” is defined as those agreements between Client Local Affiliate
       and a third-party service provider that Client Local Affiliate discloses to Ridge Local Affiliate, including the applicable
       termination date and extension options of each such agreement, prior to the parties’ execution of the Conversion SOW.
  
V.     CHARGES
  


  
       A.       The fees for the Services are set forth in Attachment B hereto. Attachment B is hereby incorporated in and
                made an integral part of this Schedule. All fees and charges set forth in Attachment B are in U.S. dollars.
  

       B.       The monthly charge for the Services shall be equal to 1/12th of the Base Fee plus any Tiered Fees, as set forth
  
                in Attachment B , and shall be payable commencing on the First Billable Date for the relevant Services. The
                monthly charge shall not be increased at anytime during the Schedule Term, except (i) as set forth in 
                Attachment B and (ii) Ridge Local Affiliate shall have the right to 
  
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                 pass through increases, and shall pass through decreases, relating to the charges of third party service
                 providers, including, without limitation, communication and other third party service provider charges
  
                 (excluding charges of Ridge Local Affiliates) and federal, provincial, and local governmental fees, to the extent
                 that the parties imposing such fees have increased or decreased the same and provided any such increases
                 shall be passed through only to the extent they are passed through to all Ridge Local Affiliate customers
                 receiving the Services.
  
        C.       [****].
  
VI.     NO PARTNERSHIP OR AGENCY; NO SPECIAL TREATMENT
        Neither this Schedule nor any activity hereunder shall create a general or limited partnership, association, joint venture,
        branch or agency relationship between Client Local Affiliate and Ridge Local Affiliate. Client Local Affiliate shall not
        hold itself out as an agent of Ridge Local Affiliate or of any subsidiary or company controlled directly or indirectly by or
        affiliated with Ridge Local Affiliate, nor shall it employ Ridge Local Affiliate’s name in any manner that creates the
        impression that the relationship created or intended between them is anything other than that of service provider and
        clearing broker. Except as reasonably necessary to provide the Services, Ridge Local Affiliate shall not hold itself out as
        an agent of Client Local Affiliate or of any subsidiary or company controlled directly or indirectly by or affiliated with
        Client Local Affiliate, nor shall it employ Client Local Affiliate’s name in any manner that creates the impression that the
        relationship created or intended between them is anything other than that of service provider and clearing broker.
        Neither party shall, without the prior approval of the other party, place any advertisement in any newspaper,
        publication, periodical or any other media if such advertisement in any manner makes reference to the other party or to
        the arrangements contemplated by this Schedule. Neither party shall, without the prior approval of the other party
        (which approval shall not be unreasonably withheld), furnish any link to the website(s) of the other party or its
        Affiliates. For the avoidance of doubt, nothing herein shall prevent the disclosure of (i) Ridge Local Affiliate’s name or
        the Services to be performed under the Master Services Agreement or this Schedule to any of Client Local Affiliate’s
        regulators or customers or (ii) a party’s name or the services it offers to the extent necessary to carry out each party’s
        obligations under the Master Services Agreement, this Schedule or Marketing Agreement.
        Nothing herein shall cause Ridge Local Affiliate to be construed as or deemed to be a fiduciary with respect to Client
        Local Affiliate, any correspondent of Client Local Affiliate, or any customer of Client Local Affiliate or its
        correspondents.
        This Schedule is not intended, nor shall it be construed, to bestow upon either party any special treatment regarding
        any other arrangements, agreements or understandings that exist or may hereafter exist between the parties or their
        affiliates. Neither party shall have any obligation to deal with the other in any capacity other than as set forth in this
        Schedule.
  
VII.    SERVICE LEVELS
        Ridge Local Affiliate shall provide the Services in accordance with the terms and conditions set forth in Section 1.C of 
        the Master Services Agreement and with respect to Service Levels set forth in Attachment C hereto and any other
        Service Level agreement that may be agreed between the parties from time to time with respect to the Territory.
        Attachment C is hereby incorporated in and made an integral part of this Schedule. Ridge Local Affiliate agrees that the
        Service Levels set forth in Attachment C shall be at least as stringent as any service levels provided by Ridge Local
        Affiliate to its other clients in the U.S.
  
VIII.   EXCHANGE OF INFORMATION
        Throughout the Schedule Term, each party shall promptly supply the other with information in its possession necessary
        or appropriate to enable the other party properly to perform its obligations under this Schedule and as a registered
        broker-dealer.
  
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IX. RECORDS RETENTION
     The information that Ridge Local Affiliate generates on behalf of Client Local Affiliate are the books and records of Client
     Local Affiliate. Notwithstanding anything to the contrary in the Master Services Agreement, Ridge Local Affiliate will
     maintain and preserve such information in accordance with the agreed-upon record retention policy set forth in
     Attachment G and the Laws and Rules. Any additional retention period(s) shall be directed by Client Local Affiliate and
     shall be subject to the mutual written agreement of the parties. Attachment G is hereby incorporated in and made an
     integral part of this Schedule.
  
X.   GOVERNANCE
     Ridge Local Affiliate and Client Local Affiliate shall each appoint at least two (2) senior level managers to a joint committee 
     that shall meet no less than monthly to address issues that may arise in connection with the performance of the Services.
     In addition to the foregoing but without prejudice to the obligations of the parties under this Schedule or the Master
     Services Agreement, the parties have agreed to the detailed governance provisions set forth in Exhibit C to the Master
     Services Agreement.
     Ridge Local Affiliate shall provide to Client Local Affiliate the reports set forth in Attachment F . Attachment F is hereby
     incorporated in and made an integral part of this Schedule.
  
XI. TAPE RECORDING
     Unless otherwise prohibited by applicable Law, the parties shall have the right to record telephone conversations between
     themselves, and waive any right to further notice of any such recording. The parties agree to make such recordings
     available to each other upon reasonable notice.
  
XII. THIRD PARTY VENDOR SERVICES
     Client Local Affiliate may contract directly with and in such case will be responsible for (i) complying with the terms and 
     conditions of use relating to additional third party products or services not affiliated with Ridge Local Affiliate set forth in
     Attachment A that it elects to receive or access through Ridge Local Affiliate from time to time and (ii) the costs relating 
     thereto as applicable, other than those third party products or services integrated into the Services or provided as part of
     the Services. If third party products or services, including, without limitation, data, are provided by or through Ridge Local
     Affiliate to Client Local Affiliate or integrated into the Services or provided as part of the Services, Ridge Local Affiliate
     shall obtain and warrants and represents that it has the full right, title or license required to provide such product or
     service to Client Local Affiliate. Additionally, Ridge Local Affiliate hereby grants to Client Local Affiliate and customers of
     Client Local Affiliate the right to use such product or service during, and for the purposes of, and in accordance with, the
     Master Services Agreement and this Schedule.
     Client Local Affiliate shall be responsible for complying with the terms and conditions of use (to the extent such terms and
     conditions of use are provided by Ridge Local Affiliate to Client Local Affiliate) relating to the third party products or
     services that it receives or accesses through Ridge Local Affiliate and the costs relating thereto. If (i) any third party 
     products or services, or Ridge-owned products or services, provided by Ridge Local Affiliate become unavailable and
     require replacement, (ii) Ridge Local Affiliate, upon notice to Client Local Affiliate (and upon Client Local Affiliate’s
     consent, if and to the extent such consent is required by Law), elects to replace any third party products or services or
     Ridge-owned products or services provided by Ridge Local Affiliate with new or different third party products or services
     or Ridge-owned products or services or (iii) at least fifty percent (50%) of Ridge Local Affiliate’s clients utilizing such
     products or services in the Territory request such replacement, in each case, Ridge Local Affiliate shall replace such
     products or services with equivalent or enhanced products or services without increased cost.
     Client Local Affiliate may contract directly with any vendor or subcontractor of Ridge Local Affiliate for the services
     provided by such vendor or subcontractor through Ridge Local Affiliate; provided, however, that (a) such contract does 
     not violate Ridge Local Affiliate’s obligations to such vendor or subcontractor and (b) Client Local Affiliate shall be 
     responsible for the cost of any transition services (including, without limitation, any incremental costs resulting from the
     transition) in connection therewith.
  
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XIII.   OBLIGATIONS FOR RECEIPT OF DATA
        Client Local Affiliate may be using data set forth in Attachment D hereto provided by FT Interactive Data Corporation (“ 
        FT Interactive ”). In such case, Client Local Affiliate agrees to the provisions attached hereto as Attachment D relating
        to its use of FT Interactive Data Corporation data in respect of the Services. Attachment D is hereby incorporated in and
        made an integral part of this Schedule. Client Local Affiliate shall be under no obligation to receive FT Interactive Data
        Corporation data through Ridge Local Affiliate and to such extent, the previous sentence shall not apply and Ridge
        Local Affiliate shall not be responsible for the provision of such services to Client Local Affiliate in such case or have
        any liability for such non-Ridge Local Affiliate FT Interactive Data Corporation services that Client Local Affiliate
        decides to receive. Ridge Local Affiliate warrants and represents that it has full right, title or license required to provide
        such data to Client Local Affiliate for use in the Services. Additionally, Ridge Local Affiliate hereby grants to Client
        Local Affiliate the right to use and store such data pursuant to the terms and conditions of Attachment D , for the
        purposes of Client Local Affiliate providing services to its customers in the course of Client Local Affiliate’s standard
        commercial operations.
  
XIV.    ACQUISITION OF OR BY ANOTHER RIDGE LOCAL AFFILIATE CLIENT
        In the event that Client Local Affiliate acquires, or is acquired by, by stock, acquisition of substantially all the assets of,
        merger, or consolidation (a “ Business Combination ”), a Client Local Affiliate of Ridge Local Affiliate’s Brokerage
        Services Group that receives trade processing services substantially similar to the Services provided under this
        Schedule (the “ Other Entity ”), and Client Local Affiliate and the Other Entity, or the resulting entity as the case may
        be, consolidate the trade processing carried out under this Schedule with the trade processing carried out by the Other
        Entity prior to the termination or expiration of the Client Local Affiliate’s or the Other Entity’s schedule relating to trade
        processing services substantially similar to the Services provided under this Schedule so that it is processed by Ridge
        Local Affiliate as one entity, all service charges, including, without limitation, the Base Fee and any other applicable
        tiered fees applicable for the brokerage processing services provided by Ridge Local Affiliate shall be renegotiated in
        good faith between Ridge Local Affiliate and Client Local Affiliate. Otherwise, the Ridge Local Affiliate agreements with
        Client Local Affiliate and the Other Entity agreements in place prior to the Business Combination shall remain in effect
        for the respective services provided by Ridge Local Affiliate or any other Ridge Local Affiliate’s Brokerage Services
        Group entity until the termination or expiration of such agreements. For clarity and notwithstanding anything to the
        contrary, Client Local Affiliate and the Other Entity shall be free to consolidate their trade processing after the
        termination or expiration of either of their agreements or relevant Schedule with Ridge Local Affiliate or any entity of the
        Ridge Local Affiliate Brokerage Services Group without restriction and without any obligation to renegotiate any fees
        relating to trade processing or otherwise. In the event Client Local Affiliate participates in a Business Combination with
        an entity that is not a client of Ridge Local Affiliate’s Brokerage Services Group that receives trade processing and/or
        operations support services substantially similar to the Services provided under this Schedule, all rates in Attachment B 
        (including, without limitation, the Base Fee and any other applicable tiered fees applicable for the brokerage processing
        services) provided by Ridge Local Affiliate shall remain as set forth in Attachment B , subject to the adjustments
        described therein.
  
XV.     CLIENT LOCAL AFFILIATE RESPONSIBILITIES
        Client Local Affiliate shall be responsible, to the extent necessary for the Services it is receiving, in connection with the
        use of the Services for the following:
  


  
        A.       User security administration for the Services in accordance with, and as set forth in, the relevant product
                 specifications and user documentation.
  

        B.       Forms and supplies required by Ridge Local Affiliate in connection with the performance of the Services, which
                 are agreed to by the parties in writing. Ridge Local Affiliate shall provide Client Local Affiliate with reasonable
                 advance notice of any such requirements.
  
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       C.       Equipment, other than equipment provided by Ridge Local Affiliate, at Client Local Affiliate’s location required
                in use of the Services (e.g., printers, terminals) as identified by Ridge Local Affiliate in writing.
  
       D.       Dial backup ISDN circuits or other equivalent backup solution selected by Client Local Affiliate.
  
       E.       Third party telecommunications services not otherwise set forth in Attachment B .
  

       F.       Hardware, software, and telecommunications products required to interface to the Services (e.g., terminal
                emulation software), other than any such hardware, software, and telecommunications products provided by
                Ridge Local Affiliate.
  

       G.       Special equipment, which Client Local Affiliate may elect to place at Ridge Local Affiliate locations, if required
                by Client Local Affiliate, specific to Client Local Affiliate’s use of the Services as agreed to by the parties in
                writing.
  

       H.       Use commercially reasonable efforts to obtain the approval of each relevant regulatory or self-regulatory
  
                agency or entity, if any, with regulates Client Local Affiliate’s receipt of the Services (including, without
                limitation, securities and commodities exchanges, associations of securities and/or commodities dealers,
                federal, provincial and local Governmental Authorities).
       For the avoidance of doubt, Ridge Local Affiliate shall not be responsible for its failure to provide Services solely to the
       extent caused by the failure of Client Local Affiliate to perform the above listed requirements. Ridge Local Affiliate shall
       (i) provide Client Local Affiliate with reasonable notice of Client Local Affiliate’s failure to perform any of its
       responsibilities set forth in this Schedule and (ii) use commercially reasonable efforts to perform notwithstanding Client 
       Local Affiliate’s failure to perform, subject to Client Local Affiliate reimbursing Ridge Local Affiliate for any reasonable
       incremental cost to Ridge Local Affiliate in connection with such efforts.
  
XVI.   REQUIRED PROVISION OF SYBASE, INC.
       Client Local Affiliate acknowledges and agrees that the Sybase SQL Server Program and the Sybase Replication Server
       Program (the “ Programs ”) to the extent incorporated into the Services and used in connection with Ridge Local
       Affiliate’s BPS Advantage product, if selected and received by Client Local Affiliate, shall only be used by the Client
       Local Affiliate as set forth below to read, in a view-only format, the Services, and the Programs shall not be downloaded
       or used to create or alter tables, schemas or databases or otherwise develop or modify in any way the applications or
       performance of other programming tasks. Notwithstanding the foregoing, Client Local Affiliate may access the Programs
       through Ridge Local Affiliate tools or third party tools; provided, however, that any access shall be restricted to the
       following: Client Local Affiliate may access the Services embedding a copy of the Programs which are deployed on
       Ridge Local Affiliate’s premises or Client Local Affiliate’s site, provided, however, that in either instance, Client Local
       Affiliate shall not (i) copy the application(s) embedding the Programs, (ii) use the Programs other than to process Client 
       Local Affiliate’s own transactions, transactions for entities that are correspondents or customers of the Client Local
       Affiliate and transactions for entities that operate on a fully disclosed basis through Client Local Affiliate as
       correspondents, or (iii) access the Programs for general development. Client Local Affiliate may also develop 
       applications against the BPS Advantage database using tools supplied by Ridge Local Affiliate, Sybase or other third
       parties.
  
XVII. SEVERABILITY
       If any provision of this Schedule should be held invalid or unenforceable in a court of law in any jurisdiction, such
       invalidity or unenforceability shall not affect the enforceability of this Schedule or any other provision thereof. In
       addition, the parties agree that it is their intention that such provision shall be construed in a manner designed to
       effectuate the purposes of this Schedule to the fullest extent enforceable under applicable Law. The parties further agree
       that such ruling shall not affect the construction of that provision or any other of the provisions in any other
       jurisdiction.
  
XVIII. DISASTER RECOVERY; BUSINESS CONTINUITY
       Ridge Local Affiliate shall maintain the disaster recovery and business continuity services as set forth in Attachment E .
       Attachment E is hereby incorporated in and made an integral part of this Schedule.
  
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XIX.   [ **** ]
       [****].
  
XX.    ACQUIRED CORRESPONDENTS
       In addition, except for services for finance, conversions, legal/compliance, sales/relationship management and risk
       management (which services shall be provided by Client Local Affiliate), following the Schedule Effective Date and until
       such time that Client Local Affiliate is completely converted to the Broadridge platform, Ridge Local Affiliate shall
       provide all Services to Client Local Affiliate hereunder in a substantially similar manner and in accordance with the
       Service Levels that Ridge Local Affiliate provided with respect to the Acquired Correspondents prior to the Schedule
       Effective Date.
  
XXI.   CHANGES TO THE MASTER SERVICES AGREEMENT
       The following general changes shall be made to the Master Services Agreement when incorporating the terms and
       conditions of the Master Services Agreement into this Schedule: NONE.

                                                         *    *    *    * 
  
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     IN WITNESS WHEREOF the parties have executed this Schedule as of the date first written above.
  
                                                                         RIDGE CLEARING & OUTSOURCING
                                                                         SOLUTIONS, INC.

                                                                         By:  /s/Joseph Barra
                                                                                    Name: Joseph Barra
                                                                                    Title: President

                                                                         PENSON FINANCIAL SERVICES, INC.

                                                                         By:  /s/ Daniel P. Son
                                                                                    Name: Daniel P. Son
                                                                                    Title: Vice Chairman
  
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                                                        ATTACHMENT A

                                         DESCRIPTION OF OUTSOURCED SERVICES

Ridge Local Affiliate shall provide the following services to Client Local Affiliate in connection with this Schedule:
  

(1) All of the operational support services and functions with respect to the business transferred to Client Local Affiliate
    under the Asset Purchase Agreement, as set forth in Appendix 1 (the “ Transferred Operations Support Services ”).
  

(2) All of the operational support services and functions set forth in Appendix 1-A during the period following the Schedule
    Effective Date and until such time that Client Local Affiliate is completely converted to the Broadridge platform (the “ 
    Transitional Transferred Operations Support Services ”).
  

(3) The Ridge technology and processing platform, including, without limitation, the services and functions set forth in
    Appendix 2 (the “ Transferred Technology Services ”).
  

(4) Subject to the last paragraph of this Attachment, the operational support services and functions with respect to Client
    Local Affiliate’s business immediately prior to the Schedule Effective Date as set forth in Appendix 3 (the “ Existing
    Operations Support Services ”).
  

(5) Subject to the last paragraph of this Attachment, all of the technology and processing services and functions that Client
    Local Affiliate outsourced to third parties immediately prior to the Effective Date (provided, however, that Ridge Local
    Affiliate has the right to exclude certain technologies, processing services or functions in the event Ridge Local Affiliate
    does not offer a comparable technology, processing service or function), including, without limitation, the services
    provided by the third parties set forth in Appendix 4 (the “ Existing Technology Services ”).
  

(6) The additional technology services and functions necessary to support the Transferred Operations Support Services and
    Transferred Technology Services, as set forth in Appendix 5 (the “ Additional Technology Services ”).

The parties agree to work in good faith to revise Appendix 3 and Appendix 4 prior to the Closing Date in order to add or remove
in-scope Existing Operations Support Services and Existing Technology Services as deemed necessary and appropriate by
Client in Client’s sole discretion; provided, however, that any such changes to Appendix 3 and Appendix 4 shall not in any
event cause a reduction in the Base Fee with respect to the Existing Operations Support Services plus the Existing Technology
Services (as described in Section I(2) of Attachment B-1 ) below U.S. [****] in the aggregate for the Existing Operations
Support Services and the Existing Technology Services provided under this Schedule and the “Service Bureau and Operations
Support Services” Schedules for Canada and the United Kingdom.
  
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                                                                                   UNITED STATES
  
                                               Appendix 1 to Attachment A

                                         Transferred Operations Support Services

[****]
  
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                                                                                         UNITED STATES
  
                                               Appendix 1-A to Attachment A

                                  Transitional Transferred Operations Support Services

[****]
  
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                                                                                 UNITED STATES
  
                                                 Appendix 2 to Attachment A

                                               Transferred Technology Services

[****]
  
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                                                                                      UNITED STATES
  
                                                Appendix 3 to Attachment A

                                        Existing Operations Support Services – U.S.

[****]
  
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                                                   Appendix 4 to Attachment A

                                               Existing Technology Services – U.S.

[****]
  
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                                                                                UNITED STATES
  
                                                Appendix 5 to Attachment A

                                               Additional Technology Services

[****]
  
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                                                       ATTACHMENT B

                               Service Bureau and Operations Support Services Price Schedule
  
1.   Charges for the Services. The charges for the Services are set forth in Attachment B-1 .
  

2.   Changes to Schedule B. The parties agree, subject to the Change Control Procedures set forth in Exhibit C to the Master
     Services Agreement, that any changes that the Client Local Affiliate makes from time to time that result in the addition or
     removal of specific Service functions (including, without limitation, material changes required by Applicable Law or by a
     regulatory body) may require changes to the charges payable by Client Local Affiliate.
  

3.   Postage. Notwithstanding anything herein to the contrary, postage shall be billed to Client Local Affiliate on a pass-
     through basis.
  

4.   Customization. Any customization work shall be provided pursuant to a rate schedule to be agreed upon by the parties no
     later than the Closing Date.
  
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                                                   Attachment B-1

                                               Base Fee and Tiered Fees

[****]
  
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                                                 Attachment B-2

                                               Third Party Providers

[****]
  
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                                                         ATTACHMENT C

                                                         SERVICE LEVELS
  
I.    INTRODUCTION
In order to maintain the specified Service Levels for the Services set forth in Attachment C-1 , the parties have agreed that
certain defined Service Levels (the “ SLAs ”) are to be established and measured as set forth below. SLAs related to the
Services shall be established by the parties no later than [****] after the Schedule Effective Date. New Service Levels may be
added during the Schedule Term, and existing Service Levels may be modified or eliminated, by the mutual agreement of the
parties from time to time.
  
II.   OPERATIONS
  

A.    General
Commencing on the Live Date and subject to this Section II, Ridge Local Affiliate’s provision of the Services shall be in
accordance with the Service Levels identified in Attachment C-1 .

The Service Levels set forth in Attachment C-1 shall (i) meet or exceed in all material respects the service levels required under 
the Acquired Correspondents’ agreements transferred to Client Local Affiliate under the Asset Purchase Agreement and (ii) be 
at least at levels that will enable Client Local Affiliate to avoid breaches of any agreements with the Client Correspondents
existing as of the date hereof.

B. Reports; Performance Review; Corrective Action
     (a) Ridge Local Affiliate shall, wherever the parties agree to use objective data, utilize continuous measurement and data
capture and shall prepare a reasonably detailed report with respect to the Service Levels) (each, a “ Service Level Report ”).
Service Level Reports shall be provided to Client Local Affiliate on a monthly basis.

     (b) Ridge Local Affiliate and Client Local Affiliate shall meet at least quarterly to review Ridge Local Affiliate’s performance
with respect to the Services during the immediately preceding quarterly period and the Service Level Reports connected
therewith, and, with respect to Ridge Local Affiliate’s failure to achieve any Service Levels, the parties shall (1) jointly formulate 
a formal action plan for corrective action, as applicable, and (2) agree upon the appropriate consequences if such action plan 
does not prevent subsequent instances of the same Service Level failures.

      (c) The specific criteria for each Service Level shall be detailed in the applicable SLA set forth in Attachment C-1 . Prior to
Live Date, the parties shall modify such Service Levels, create such additional Service Levels, or modify the method used to
measure performance (including, without limitation, appropriate objective data, quality control process or other methods) as the
parties mutually agree in writing.

     (d) [****], the parties shall measure actual Ridge Local Affiliate performance levels in the manner previously agreed to by
the parties, and review the method used to measure performance and such performance. The parties shall discuss in good faith
any appropriate modifications to the method used to measure performance, the Service Levels or any remedial steps required to
be taken by Ridge Local Affiliate in light of such review and shall, at least once annually during the Schedule Term, engage in
such good faith discussions to determine any appropriate modifications to the method used to measure performance, the
Service Levels or any remedial steps required to be taken by Ridge Local Affiliate in light of such review.
  
C.    Changes to the Service Levels
      (a) The parties acknowledge that the Service Levels shall be subject to continuous improvement and that changing
circumstances may necessitate modifications to service, expectations and responsibilities. Accordingly, the parties shall, at
least once annually during the Schedule Term, engage in good faith discussions to determine if (i) any modifications to the 
existing Service Levels are necessary or advisable, (ii) any existing Service Levels should be deleted and (iii) any new Service 
Levels should be added.
  
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     (b) For all new Service Levels, the parties shall mutually agree upon the Service Level targets and the methodology and
tools used to measure performance. The parties shall mutually agree on any Service Level target based on [****] of
measurements of the applicable Service Level utilizing the agreed upon methodology and tools. Any dispute regarding the
establishment of such Service Level targets or the methodology and tools used to measure performance shall be resolved by
the Executive Governance Committee. In addition, the Executive Governance Committee shall review Service Level targets and
performance and shall give weight to Client Local Affiliate’s recommendations for continuous improvement of Service Level
targets, based on, among other things, advances in technology.
  
D    Service Level Credits
The amount of Service Level Credits credited to Client Local Affiliate with respect to all Category 1 service level failures
occurring in a single month shall not exceed, in total, [****] of the monthly charges payable in connection with the Schedule
for that month (the “ Service Level Credit Pool – Category 1 ”). The amount of Service Level Credits credited to Client Local
Affiliate with respect to all other service level failures occurring in a single month shall not exceed, in total, [****] of the
monthly charges payable in connection with the Schedule for that month (the “ Service Level Credit Pool – All Other
Categories ”, and together with the Services Level Credit Pool – Category 1, the “ Service Level Credit Pools ”). The Service
Level Credit Pools shall be allocated to various Service Levels as set forth in Attachment C-1 . The parties shall, at least once
annually during the Schedule Term, engage in good faith discussions to determine if any modification to the allocation of the
Service Level Credit Pools set forth in Attachment C-1 are necessary or advisable.
  
E.   Root-Cause Analysis
In the event Ridge Local Affiliate has a Service Level failure that is not insignificant, Ridge Local Affiliate shall perform a root-
cause analysis as described in Section 1.C of the Master Services Agreement. 
  
F.   Excuse
Ridge Local Affiliate shall be excused from performing any Service or obligation hereunder, including, without limitation, the
attainment of any Service Level, if and to the extent Ridge Local Affiliate’s failure to perform such Service or obligation is
caused by Client Local Affiliate’s or its agents’ act or omission, including, without limitation, (a) Client Local Affiliate providing 
incomplete or inaccurate data, specifications or requirements; and (b) failures, errors or defects in facilities, equipment, materials 
or other resources provided by Client Local Affiliate, including, without limitation, telecommunications, hardware, infrastructure
and network connectivity.
  
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                                                        Attachment C-1

                                                             SLAs

The parties shall include a Service Level for development work no later than [****] after the Schedule Effective Date.
  
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                                                           ATTACHMENT D

                                        No Warranty and Limitation on Liability Provisions
                                             Required by Users of Third Party Data

No Warranties
EXCEPT IN CONNECTION WITH CONTRACTS OF THIRD PARTY DATA SUPPLIERS WITHOUT CONTRACTUAL
RESTRICTIONS SIMILAR TO THOSE BELOW, NO THIRD PARTY DATA SUPPLIERS MAKE ANY WARRANTIES,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR ANY OTHER MATTER.

Limitation on Liability
(a) No third party data supplier shall have any liability to Client Local Affiliate, or any other third party, for errors, omissions or
malfunctions in the services provided by such third party data supplier, other than the obligation to endeavor, upon receipt of
notice from Client Local Affiliate, to correct a malfunction, error, or omission in any such services.

(b) Client Local Affiliate acknowledges that the services provided by any third party data supplier are intended for use as an aid
to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning
securities.

Client Local Affiliate accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of
any of the services provided by any third party data supplier, its selection of the use or intended use of such, and any results
obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection
of investors.

(c) Client Local Affiliate shall indemnify Ridge Local Affiliate’s third party data suppliers (including, without limitation, FT
Interactive) against and hold such third party data suppliers harmless from any and all losses, damages, liability, costs,
including, without limitation, attorney’s fees, resulting directly or indirectly from any claim or demand against such third party
data suppliers by a third party arising out of or related to the accuracy or completeness of any services received by Client Local
Affiliate, or any data, information, service, report, analysis or publication derived therefrom. No third party data supplier shall be
liable for any claim or demand against Client Local Affiliate by a third party.

(d) As between a third party data supplier and Client Local Affiliate, neither party shall be liable for (i) any special, indirect or 
consequential damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond its 
control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power
supply, or (iii) any claim that arose more than one (1) year prior to the institution of suit therefor. 
  
Ridge Clearing & Outsourcing Solutions, Inc.
  
                                                                   25
                                                                                    UNITED STATES
  
                                                      ATTACHMENT E

                                     DISASTER RECOVERY; BUSINESS CONTINUITY

To be agreed upon by the parties within [****] after the Schedule Effective Date.
  
Ridge Clearing & Outsourcing Solutions, Inc.
  
                                                              26
                                                                                    UNITED STATES
  
                                                      ATTACHMENT F

                                                          REPORTS

To be agreed upon by the parties within [****] after the Schedule Effective Date.
  
Ridge Clearing & Outsourcing Solutions, Inc.
  
                                                              27
                                                                                    UNITED STATES
  
                                                      ATTACHMENT G

                                               RECORD RETENTION POLICY

To be agreed upon by the parties within [****] after the Schedule Effective Date.
  
Ridge Clearing & Outsourcing Solutions, Inc.
  
                                                              28
                        NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A
                      CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE
                    SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
              REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE.

                                                       Schedule A (Canada)

                          SERVICE BUREAU AND OPERATIONS SUPPORT SERVICES SCHEDULE

                                               To The Master Services Agreement

                                                              between

                                        BROADRIDGE FINANCIAL SOLUTIONS, INC.

                                                                and

                                                  PENSON WORLDWIDE, INC.

This schedule (the “ Schedule ”), dated as of November 2, 2009 (the “ Schedule Effective Date ”), between Broadridge Financial
Solutions (Canada) Inc. (“ Ridge Local Affiliate ”) and Penson Financial Services Canada Inc. (“ Client Local Affiliate ”), to
the Master Services Agreement, dated as of the date hereof, between Broadridge Financial Solutions, Inc. and Penson
Worldwide, Inc., sets forth the terms and conditions, in addition to the terms and conditions in the Master Services Agreement,
under which Ridge Local Affiliate will provide service bureau and operations support services to Client Local Affiliate to assist
and support Client Local Affiliate in functioning as a clearing firm. Each of Client Local Affiliate and Ridge Local Affiliate agrees
to comply with and fulfill all terms and conditions applicable to it under the Master Services Agreement. Simultaneously with
the execution of this Schedule, this Schedule supersedes and replaces the Master Services Agreement, dated June 30, 2009, 
between Penson Financial Services Canada Inc. and Broadridge Financial Services (Canada) Inc. and the BPS Canadian Services
Bureau Schedule, dated June 30, 2009, between Penson Financial Services Canada Inc. and Broadridge Financial Services 
(Canada) Inc. (the “ Existing Canadian Agreement ”).

Unless otherwise defined herein, all capitalized terms shall have the meanings given to them in the Master Services Agreement.
In the event of a conflict between the terms and conditions of this Schedule and the terms and conditions of the Master
Services Agreement, the terms and conditions of this Schedule shall govern. The term “ Client Local Affiliate ” as used in this
Schedule includes all Affiliates, divisions and subsidiaries of Client Local Affiliate. Except where otherwise indicated, all
references in this Schedule to Sections or Attachments are to Sections to, and Attachments of, this Schedule. The term “party” 
as used in this Schedule means Ridge Local Affiliate or Client Local Affiliate, as applicable. The term “parties” as used in this
Schedule means Ridge Local Affiliate and Client Local Affiliate.
  
I.      SUBMISSION OF SCHEDULE
        A. During the Schedule Term, Client Local Affiliate and Ridge Local Affiliate shall each be subject, to the extent
        applicable to such party, to the provisions of federal, state and local laws, rules and regulations and the constitution,
        by-laws, rules, regulations and stated policies of the Investment Industry Regulatory Organization of Canada (“ IIROC
        ”), the Canadian Investors Protection Fund (“ CIPF ”), the Ontario Securities Commission (“ OSC ”), the Autorité des 
        Marchés Financiers (“ AMF ”), the Montréal Exchange (“ ME ”) and any other securities exchange, commission,
        association, regulatory or self-regulatory organization (“ SRO ”) vested with authority over Client Local Affiliate or
        Ridge Local Affiliate (to the extent applicable to a party, the “ Laws and Rules ”). Each party shall perform its
        obligations under this Schedule in accordance with the Laws and Rules.
        B. Client Local Affiliate shall submit this Schedule to the IIROC, or any other SRO, as required, on behalf of itself and
        Ridge Local Affiliate for review and, if necessary, approval. This Schedule shall not
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                 1
                                                                                                                         CANADA
  
       become effective until the date upon which all necessary SRO approvals as to both parties are received (the “ Approval
       Date ”); provided, however, that if no SRO approvals are required for this Schedule to become effective, this Schedule
       shall become effective as of the Schedule Effective Date. In the event that any such approval is required and this
       Schedule is not so approved, the parties shall negotiate in good faith to amend this Schedule as may be needed to
       obtain such approval.
       C. Ridge Local Affiliate acknowledges that Client Local Affiliate has regulatory responsibilities as a clearing firm,
       including, among other things, a duty to supervise the types of business in which it engages. To assist Client Local
       Affiliate in satisfying such obligations, Ridge Local Affiliate agrees to provide, at the reasonable request of Client Local
       Affiliate, performance reports with respect to the Services and full access to relevant books and records, information
       and Ridge Local Affiliate personnel engaged in providing the Services. Ridge Local Affiliate acknowledges that Client
       Local Affiliate is required, from time to time, to prepare and file reports with the IIROC, CIPF and other SROs or
       Governmental Authorities. To assist Client Local Affiliate in satisfying such requirements, Ridge Local Affiliate agrees
       to provide Client Local Affiliate with information in its possession that is necessary for Client Local Affiliate to prepare
       and file any such reports.
       D. This Schedule is not intended, and shall not be construed, to limit, reduce, or otherwise change any regulatory,
       contractual or other obligation that Client Local Affiliate owes to a correspondent or to its customers.
  
II.    SERVICES TO BE PERFORMED BY RIDGE LOCAL AFFILIATE
       A. Subject to the second paragraph of Section 16.G of the Master Services Agreement and Section I.B, Ridge Local 
       Affiliate will perform the services, functions and responsibilities described in Attachment A in accordance with the
       terms and conditions of this Schedule and the Master Services Agreement. Attachment A is hereby incorporated in and
       made an integral part of this Schedule. Any additional services to be performed by Ridge Local Affiliate shall be subject
       to the written agreement of the parties.
       B. Intentionally left blank .
       C. This Schedule and the Master Services Agreement are intended to create an exclusive arrangement between Client
       Local Affiliate and Ridge Local Affiliate with respect to the Services utilized by Client Local Affiliate as of the applicable
       Live Date in the Territory for which a pricing schedule is included in this Schedule except (A) as otherwise set forth in 
       this Schedule and the Master Services Agreement and (B) in the event that (i) Client Local Affiliate or a Customer of 
       Client Local Affiliate is prohibited by Law from receiving Services from Ridge Local Affiliate in the Territory, (ii) Client 
       Local Affiliate obtains a business and in connection therewith is contractually required to use an alternative system
       (and not the Services) as a condition of obtaining such business or (iii) during any time period that Ridge Local Affiliate 
       is in material breach of this Schedule and has failed to cure such breach within thirty (30) days following notice from 
       Client Local Affiliate specifying the nature of such breach in reasonable detail.
  
III.   CONVERSION
       A. Conversion of Client Correspondents . In connection with the conversion of the correspondents of Client Local
       Affiliate (“ Client Correspondents ”) to Ridge Local Affiliate, the parties agree to the following:
  

            (i)     Client Local Affiliate shall provide Ridge Local Affiliate with Client Local Affiliate’s requirements with
                    respect to the Client Local Affiliate files and Service Levels applicable to the Client Correspondents (the “ 
                    Client Requirements ”) after the Schedule Effective Date. The parties shall enter into a statement of work
  
                    (the “ Conversion SOW ”) that will describe Client Local Affiliate’s migration to Ridge Local Affiliate’s
                    service delivery and technology platform no later than [****] after Ridge Local Affiliate’s receipt of the
                    Client Requirements. The Conversion SOW will define the Target Live Date for each Service
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                 2
                                                                                                                       CANADA
  
                    and describe specific implementation activities and procedures required to migrate Client Correspondents
                    to the Ridge Local Affiliate, including, without limitation, development, implementation and integration of
                    Software and other software and development and integration of correspondent clearing functionalities,
                    reporting and monitoring systems and such other services as may be set forth in the Conversion SOW (the
                    “ Conversion Services ”). Without limiting the generality of the foregoing, the Conversion SOW shall
  
                    (1) specify that Ridge Local Affiliate will convert the applicable Client Local Affiliate files to make them 
                    compatible with the Services and the other services, as may be required in respect of the migration of Client
                    Local Affiliate’s Customers to the Services and (2) describe the development and integration of 
                    correspondent clearing functionalities by Ridge Local Affiliate. The Conversion Services shall be provided
                    at no charge to Client Local Affiliate by Ridge Local Affiliate.
  

            (ii)    The parties shall cooperate and provide each other with all information and assistance reasonably required
  
                    in connection with the Conversion Services. Each party will assign a liaison person to assist and cooperate
                    with the other party in connection with the Conversion Services (which person may be replaced by a party
                    at its sole discretion from time to time by way of notice to the other party).
  
IV.    TERM OF SCHEDULE
       A. Schedule Term . The term of this Schedule (the “ Schedule Term ”) shall begin on the Schedule Effective Date and
       shall continue for a period of ten (10) years after the last Live Date with respect to the Schedules under the Master 
       Services Agreement for the U.S., U.K. or Canada (for clarity, the Schedule Term of the Schedules under the Master
       Services Agreement for the U.S., U.K. and Canada shall be coterminous with each other); provided, however, that this
       Schedule’s effective date is subject to its review and approval by the applicable regulatory agency as described in
       Section I.A. The “ Live Date ” for a Service is defined as the first date upon which Ridge Local Affiliate processes
       trades utilizing the applicable Service on behalf of Client Correspondents in accordance with the provisions and
       requirements of this Schedule and the Master Services Agreement (excluding any beta testing or similar testing of the
       system). The Schedule Term shall automatically extend following its scheduled expiration date unless (1) either party 
       gives notice of termination at least one hundred eighty (180) days prior to the scheduled expiration date, in which case 
       the Schedule Term shall expire on the scheduled expiration date or (2) either party gives notice of termination at any time 
       after the date that is one hundred eighty (180) days prior to the scheduled expiration date of the Schedule Term 
       (including any time beyond the scheduled expiration date), in which case the Schedule Term shall expire on the date
       specified in such notice of termination, which date must be at least one hundred eighty (180) days after the date of such 
       notice.
       B. Client Local Affiliate’s Termination .
  

            (i)     Client Local Affiliate may terminate this Schedule for convenience upon one hundred twenty (120) days 
                    notice to Ridge Local Affiliate. In the event of any such termination or in the event Ridge terminates this
                    Schedule pursuant to Section 18.B of the Master Services Agreement, Client Local Affiliate shall pay to 
  
                    Ridge Local Affiliate prior to the effective date of such termination, as liquidated damages and not as a
                    penalty, an amount equal to [****] of the Base Fee (but not as increased or decreased in connection with
                    Section III of Attachment B-1 ) that Client Local Affiliate would otherwise be obligated to pay under this
                    Schedule if this Schedule had not been terminated, from and after the effective date of termination through
                    the end of this Schedule Term.
  

            (ii)    Client Local Affiliate may terminate this Schedule in the event of a Service Level Termination Event upon
                    notice to Ridge Local Affiliate, and, in such event, no termination fees or termination charges of any type
                    shall be payable by Client Local Affiliate to Ridge Local Affiliate.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                3
                                                                                                                           CANADA
  
                    No later than [****] after the Schedule Effective Date, the parties shall define a Service Level Termination
                    Event.
  

            (iii)   Client Local Affiliate may terminate this Schedule for a Change in Control of Client Local Affiliate or any
                    Affiliate that directly or indirectly Controls such Client Local Affiliate (the “ Applicable Client Entity ”)
                    upon [****] notice to Ridge Local Affiliate. In the event of any such termination, Client Local Affiliate shall
  
                    pay to Ridge Local Affiliate prior to the effective date of such termination, as liquidated damages and not
                    as a penalty, an amount equal to the lesser of (a) [****] of the Base Fee (but not as increased or decreased 
                    in connection with Section III of Attachment B-1 ) that Client Local Affiliate would otherwise be obligated
                    to pay under this Schedule if this Schedule had not been terminated, from and after the effective date of
                    termination through the end of the Schedule Term and (b) U.S. [****]. 
                    “ Change in Control ” shall mean the (a) consolidation or merger of an Applicable Client Entity with or into 
                    any entity (other than the consolidation or merger of an Applicable Client Entity with a third party entity in
                    which such Applicable Client Entity is the surviving entity; provided, however, that the holders of the
                    then-outstanding voting securities of such Applicable Client Entity prior to any such consolidation or
                    merger hold securities that represent immediately after such consolidation or merger greater than fifty
                    percent (50%) of the combined voting power of the then-outstanding voting securities of such Applicable
                    Client Entity thereafter), (b) sale, transfer or other disposition of all or substantially all of the assets of an 
                    Applicable Client Entity or (c) acquisition by any individual, entity, or group of individuals or entities 
                    acting in concert, of beneficial ownership of fifty percent (50%) or more (or such lesser percentage that 
                    constitutes the power to direct or cause the direction of the management and policies of an Applicable
                    Client Entity) of the outstanding voting securities or other ownership interests of an Applicable Client
                    Entity.
       C. Failure To Go Live . If the Services in connection with the Client Correspondents do not go live by the Target Live
       Date set forth in the Conversion SOW or any other date agreed to by the parties as set forth in writing, through no fault
       of Ridge Local Affiliate (or its subcontractors) or a Force Majeure Event (as defined in the Master Services Agreement)
       or a delay in obtaining an approval described in Section I.B, then Client Local Affiliate shall pay to Ridge Local Affiliate, 
       as liquidated damages and not as a penalty, an amount equal to a percentage of the Base Fee that Client Local Affiliate
       would otherwise be obligated to pay if the Services had commenced on the Target Live Date as follows (each, a “ 
       Failure To Go Live Monthly Payment ”): (i) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (ii) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (iii) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (iv) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (v) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; and (vi) if the Services do not go live by the [****] following the Target Live 
       Date, [****] of the Base Fee for such [****] and for each [****] thereafter until the Services go live.
       D. Early Go Live . If the Services go live prior to the Target Live Date or any other date agreed to by the parties as set
       forth in writing, then the Base Fees with respect to the Services shall be reduced by an amount equal to a percentage of
       the Base Fee for each [****] until the Target Live Date as follows: (i) if the Services go live [****] or more prior to the 
       Target Live Date, [****]of the Base Fee for such [****] and for each [****] prior to such [****]; (ii) if the Services go 
       live [****] prior to the Target Live Date, [****] of the Base Fee for such [****]; (iii) if the Services go live [****] prior 
       to the Target Live Date, [****] of the Base Fee for such [****]; (iv) if the Services go live [****] prior to the Target 
       Live Date, [****] of the Base Fee for such [****]; (v) if the Services go live [****] prior to the Target Live Date, [****] 
       of the Base Fee for such [****]; and (vi) if the Services go live [****] prior to the Target Live Date, [****] of the Base 
       Fee for such [****].
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                 4
                                                                                                                        CANADA
  
       E. Failure to Deliver . If Ridge Local Affiliate fails to deliver the Services (compliant with the Statement of Work and
       specifications) by the Target Live Date, through no fault of Client Local Affiliate (or its subcontractors) or a Force
       Majeure Event (as defined in the Master Services Agreement) or a delay in obtaining an approval described in
       Section I.B (a “ Failure to Deliver ”), then Ridge Local Affiliate shall pay Client Local Affiliate, as liquidated damages
       and not as a penalty, an amount equal to a percentage of the amount Client Local Affiliate pays in connection with 
       (a) the Client Local Affiliate personnel performing the operational support services described in Appendix 3 and (b) the 
       services Client Local Affiliate outsourced to third parties, including, without limitation, as set forth in Appendix 4 , in
       each case, on a [****] basis until such time as Ridge Local Affiliate delivers the Services (compliant with the Statement
       of Work and specifications); provided, however, that such amount Client Local Affiliate pays is consistent with
       amounts Client Local Affiliate historically paid for such services, including any non-recurring expense or cost
       (collectively, the “ Historical Amount ”), as follows: (i) if the Services do not go live by the [****] following the Target 
       Live Date, [****] of the Historical Amount; (ii) if the Services do not go live by the [****] following the Target Live 
       Date, [****] of the Historical Amount for such [****]; and (iii) if the Services do not go live by the [****] following the 
       Target Live Date, [****] of the Historical Amount for such [****] and for each [****] thereafter.
       If a Failure to Deliver requires Client Local Affiliate to extend or renew any Disclosed Agreement (as defined below),
       then: (1) Client Local Affiliate shall use commercially reasonable efforts to obtain a month-to-month extension of such
       Disclosed Agreement and, if it is unable to obtain a month-to-month extension, promptly notify Ridge Local Affiliate of
       its inability to obtain a month-to-month extension and use commercially reasonable efforts to minimize any early
       termination fees due under such extension or renewal (whether by contractual right or continuing such Disclosed
       Agreement past the expiration date); (2) during the period from and after the first day of such extension or renewal 
       (whether by contractual right or continuing such Disclosed Agreement past the expiration date) and until and including
       the final Live Date with respect to the Services applicable to such Disclosed Agreement, Ridge Local Affiliate shall be
       responsible for any incremental increase in the fees due under such Disclosed Agreement as a result of such extension
       or renewal (in addition to the Historical Amounts calculated in accordance with the first paragraph of this Section IV.E); 
       and (3) from and after the final Live Date with respect to the Services applicable to such Disclosed Agreement, Ridge 
       Local Affiliate shall be responsible for any early termination fees, fees for services and other amounts payable under
       such Disclosed Agreement. A “ Disclosed Agreement ” is defined as those agreements between Client Local Affiliate
       and a third-party service provider that Client Local Affiliate discloses to Ridge Local Affiliate, including the applicable
       termination date and extension options of each such agreement, prior to the parties’ execution of the Conversion SOW.
  
V.     CHARGES
  

       A.       The fees for the Services are set forth in Attachment B hereto. Attachment B is hereby incorporated in and
                made an integral part of this Schedule. Unless otherwise indicated, all fees and charges set forth in
  
                Attachment B are in Canadian dollars. Notwithstanding the immediately preceding sentence, for purposes of
                calculating the aggregate amounts in connection with the last paragraph in Attachment A and paragraph six of
                Section III to Attachment B-1 , such calculation shall be in U.S. dollars using the exchange rate published in
                the Wall Street Journal on the Schedule Effective Date.
  

       B.       The monthly charge for the Services shall be equal to 1/12th of the Base Fee plus any Tiered Fees, as set forth
                in Attachment B , and shall be payable commencing on the Live Date for the relevant Services. The monthly
                charge shall not be increased at anytime during the Schedule Term, except (i) as set forth in Attachment B and
                (ii) Ridge Local Affiliate shall have the right to pass through increases, and shall pass through decreases, 
                relating to the charges of third party service providers, including, without limitation, communication and other
                third party service provider charges (excluding charges of Ridge Local Affiliates) and federal, provincial, and
                local governmental fees, to the extent that the parties imposing such fees have increased or decreased the same
                and provided any such increases shall be passed through only to the extent they are passed through to all
                Ridge Local Affiliate customers receiving the Services.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                5
                                                                                                                           CANADA
  
        C.       [****].
  
VI.     NO PARTNERSHIP OR AGENCY; NO SPECIAL TREATMENT
        Neither this Schedule nor any activity hereunder shall create a general or limited partnership, association, joint venture,
        branch or agency relationship between Client Local Affiliate and Ridge Local Affiliate. Client Local Affiliate shall not
        hold itself out as an agent of Ridge Local Affiliate or of any subsidiary or company controlled directly or indirectly by or
        affiliated with Ridge Local Affiliate, nor shall it employ Ridge Local Affiliate’s name in any manner that creates the
        impression that the relationship created or intended between them is anything other than that of service provider and
        clearing broker. Except as reasonably necessary to provide the Services, Ridge Local Affiliate shall not hold itself out as
        an agent of Client Local Affiliate or of any subsidiary or company controlled directly or indirectly by or affiliated with
        Client Local Affiliate, nor shall it employ Client Local Affiliate’s name in any manner that creates the impression that the
        relationship created or intended between them is anything other than that of service provider and clearing broker.
        Neither party shall, without the prior approval of the other party, place any advertisement in any newspaper,
        publication, periodical or any other media if such advertisement in any manner makes reference to the other party or to
        the arrangements contemplated by this Schedule. Neither party shall, without the prior approval of the other party
        (which approval shall not be unreasonably withheld), furnish any link to the website(s) of the other party or its
        Affiliates. For the avoidance of doubt, nothing herein shall prevent the disclosure of (i) Ridge Local Affiliate’s name or
        the Services to be performed under the Master Services Agreement or this Schedule to any of Client Local Affiliate’s
        regulators or customers or (ii) a party’s name or the services it offers to the extent necessary to carry out each party’s
        obligations under the Master Services Agreement, this Schedule or Marketing Agreement.
        Nothing herein shall cause Ridge Local Affiliate to be construed as or deemed to be a fiduciary with respect to Client
        Local Affiliate, any correspondent of Client Local Affiliate, or any customer of Client Local Affiliate or its
        correspondents.
        This Schedule is not intended, nor shall it be construed, to bestow upon either party any special treatment regarding
        any other arrangements, agreements or understandings that exist or may hereafter exist between the parties or their
        affiliates. Neither party shall have any obligation to deal with the other in any capacity other than as set forth in this
        Schedule.
  
VII.    SERVICE LEVELS
        Ridge Local Affiliate shall provide the Services in accordance with the terms and conditions set forth in Section 1.C of 
        the Master Services Agreement and with respect to Service Levels set forth in Attachment C hereto and any other
        Service Level agreement that may be agreed between the parties from time to time with respect to the Territory.
        Attachment C is hereby incorporated in and made an integral part of this Schedule. Ridge Local Affiliate agrees that the
        Service Levels set forth in Attachment C shall be at least as stringent as any service levels provided by Ridge Local
        Affiliate to its other clients in Canada.
  
VIII.   EXCHANGE OF INFORMATION
        Throughout the Schedule Term, each party shall promptly supply the other with information in its possession necessary
        or appropriate to enable the other party properly to perform its obligations under this Schedule and as a registered
        broker-dealer.
  
IX.     RECORDS RETENTION
        The information that Ridge Local Affiliate generates on behalf of Client Local Affiliate are the books and records of
        Client Local Affiliate. Notwithstanding anything to the contrary in the Master Services Agreement, Ridge Local Affiliate
        will maintain and preserve such information in accordance with the agreed-upon record retention policy set forth in
        Attachment G and the Laws and Rules. Any additional retention period(s) shall be directed by Client Local Affiliate and
        shall be subject to the mutual written agreement of the parties. Attachment G is hereby incorporated in and made an
        integral part of this Schedule.
  
Broadridge Financial Solutions (Canada) Inc.
  
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                                                                                                                          CANADA
  
X.     GOVERNANCE
       Ridge Local Affiliate and Client Local Affiliate shall each appoint at least two (2) senior level managers to a joint 
       committee that shall meet no less than monthly to address issues that may arise in connection with the performance of
       the Services. In addition to the foregoing but without prejudice to the obligations of the parties under this Schedule or
       the Master Services Agreement, the parties have agreed to the detailed governance provisions set forth in Exhibit C to
       the Master Services Agreement.
       Ridge Local Affiliate shall provide to Client Local Affiliate the reports set forth in Attachment F . Attachment F is hereby
       incorporated in and made an integral part of this Schedule.
  
XI.    TAPE RECORDING
       Unless otherwise prohibited by applicable Law, the parties shall have the right to record telephone conversations
       between themselves, and waive any right to further notice of any such recording. The parties agree to make such
       recordings available to each other upon reasonable notice.
  
XII.   THIRD PARTY VENDOR SERVICES
       Client Local Affiliate may contract directly with and in such case will be responsible for (i) complying with the terms and 
       conditions of use relating to additional third party products or services not affiliated with Ridge Local Affiliate set forth
       in Attachment A that it elects to receive or access through Ridge Local Affiliate from time to time and (ii) the costs 
       relating thereto as applicable, other than those third party products or services integrated into the Services or provided
       as part of the Services. If third party products or services, including, without limitation, data, are provided by or through
       Ridge Local Affiliate to Client Local Affiliate or integrated into the Services or provided as part of the Services, Ridge
       Local Affiliate shall obtain and warrants and represents that it has the full right, title or license required to provide such
       product or service to Client Local Affiliate. Additionally, Ridge Local Affiliate hereby grants to Client Local Affiliate and
       customers of Client Local Affiliate the right to use such product or service during, and for the purposes of, and in
       accordance with, the Master Services Agreement and this Schedule.
       Client Local Affiliate shall be responsible for complying with the terms and conditions of use (to the extent such terms
       and conditions of use are provided by Ridge Local Affiliate to Client Local Affiliate) relating to the third party products
       or services that it receives or accesses through Ridge Local Affiliate and the costs relating thereto. If (i) any third party 
       products or services, or Ridge-owned products or services, provided by Ridge Local Affiliate become unavailable and
       require replacement, (ii) Ridge Local Affiliate, upon notice to Client Local Affiliate (and upon Client Local Affiliate’s
       consent, if and to the extent such consent is required by Law), elects to replace any third party products or services or
       Ridge-owned products or services provided by Ridge Local Affiliate with new or different third party products or
       services or Ridge-owned products or services or (iii) at least fifty percent (50%) of Ridge Local Affiliate’s clients
       utilizing such products or services in the Territory request such replacement, in each case, Ridge Local Affiliate shall
       replace such products or services with equivalent or enhanced products or services without increased cost.
       Client Local Affiliate may contract directly with any vendor or subcontractor of Ridge Local Affiliate for the services
       provided by such vendor or subcontractor through Ridge Local Affiliate; provided, however, that (a) such contract 
       does not violate Ridge Local Affiliate’s obligations to such vendor or subcontractor and (b) Client Local Affiliate shall 
       be responsible for the cost of any transition services (including, without limitation, any incremental costs resulting from
       the transition) in connection therewith.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                 7
                                                                                                                           CANADA
  
XIII.   OBLIGATIONS FOR RECEIPT OF DATA
        Client Local Affiliate may be using data set forth in Attachment D hereto provided by FT Interactive Data Corporation (“ 
        FT Interactive ”). In such case, Client Local Affiliate agrees to the provisions attached hereto as Attachment D relating
        to its use of FT Interactive Data Corporation data in respect of the Services. Attachment D is hereby incorporated in and
        made an integral part of this Schedule. Client Local Affiliate shall be under no obligation to receive FT Interactive Data
        Corporation data through Ridge Local Affiliate and to such extent, the previous sentence shall not apply and Ridge
        Local Affiliate shall not be responsible for the provision of such services to Client Local Affiliate in such case or have
        any liability for such non-Ridge Local Affiliate FT Interactive Data Corporation services that Client Local Affiliate
        decides to receive. Ridge Local Affiliate warrants and represents that it has full right, title or license required to provide
        such data to Client Local Affiliate for use in the Services. Additionally, Ridge Local Affiliate hereby grants to Client
        Local Affiliate the right to use and store such data pursuant to the terms and conditions of Attachment D , for the
        purposes of Client Local Affiliate providing services to its customers in the course of Client Local Affiliate’s standard
        commercial operations.
  
XIV.    ACQUISITION OF OR BY ANOTHER RIDGE LOCAL AFFILIATE CLIENT
        In the event that Client Local Affiliate acquires, or is acquired by, by stock, acquisition of substantially all the assets of,
        merger, or consolidation (a “ Business Combination ”), a Client Local Affiliate of Ridge Local Affiliate’s Brokerage
        Services Group that receives trade processing services substantially similar to the Services provided under this
        Schedule (the “ Other Entity ”), and Client Local Affiliate and the Other Entity, or the resulting entity as the case may
        be, consolidate the trade processing carried out under this Schedule with the trade processing carried out by the Other
        Entity prior to the termination or expiration of the Client Local Affiliate’s or the Other Entity’s schedule relating to trade
        processing services substantially similar to the Services provided under this Schedule so that it is processed by Ridge
        Local Affiliate as one entity, all service charges, including, without limitation, the Base Fee and any other applicable
        tiered fees applicable for the brokerage processing services provided by Ridge Local Affiliate shall be renegotiated in
        good faith between Ridge Local Affiliate and Client Local Affiliate. Otherwise, the Ridge Local Affiliate agreements with
        Client Local Affiliate and the Other Entity agreements in place prior to the Business Combination shall remain in effect
        for the respective services provided by Ridge Local Affiliate or any other Ridge Local Affiliate’s Brokerage Services
        Group entity until the termination or expiration of such agreements. For clarity and notwithstanding anything to the
        contrary, Client Local Affiliate and the Other Entity shall be free to consolidate their trade processing after the
        termination or expiration of either of their agreements or relevant Schedule with Ridge Local Affiliate or any entity of the
        Ridge Local Affiliate Brokerage Services Group without restriction and without any obligation to renegotiate any fees
        relating to trade processing or otherwise. In the event Client Local Affiliate participates in a Business Combination with
        an entity that is not a client of Ridge Local Affiliate’s Brokerage Services Group that receives trade processing and/or
        operations support services substantially similar to the Services provided under this Schedule, all rates in Attachment B 
        (including, without limitation, the Base Fee and any other applicable tiered fees applicable for the brokerage processing
        services) provided by Ridge Local Affiliate shall remain as set forth in Attachment B , subject to the adjustments
        described therein.
  
XV.     CLIENT LOCAL AFFILIATE RESPONSIBILITIES
        Client Local Affiliate shall be responsible, to the extent necessary for the Services it is receiving, in connection with the
        use of the Services for the following:
  


  
        A.       User security administration for the Services in accordance with, and as set forth in, the relevant product
                 specifications and user documentation.
  

        B.       Forms and supplies required by Ridge Local Affiliate in connection with the performance of the Services, which
                 are agreed to by the parties in writing. Ridge Local Affiliate shall provide Client Local Affiliate with reasonable
                 advance notice of any such requirements.
  


  
        C.       Equipment, other than equipment provided by Ridge Local Affiliate, at Client Local Affiliate’s location required
                 in use of the Services (e.g., printers, terminals) as identified by Ridge Local Affiliate in writing.
  
        D.       Dial backup ISDN circuits or other equivalent backup solution selected by Client Local Affiliate.
  
        E.       Third party telecommunications services not otherwise set forth in Attachment B .
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                  8
                                                                                                                         CANADA
  
       F.       Hardware, software, and telecommunications products required to interface to the Services (e.g., terminal
                emulation software), other than any such hardware, software, and telecommunications products provided by
                Ridge Local Affiliate.
  

       G.       Special equipment, which Client Local Affiliate may elect to place at Ridge Local Affiliate locations, if required
                by Client Local Affiliate, specific to Client Local Affiliate’s use of the Services as agreed to by the parties in
                writing.
  

       H.       Use commercially reasonable efforts to obtain the approval of each relevant regulatory or self-regulatory
  
                agency or entity, if any, with regulates Client Local Affiliate’s receipt of the Services (including, without
                limitation, securities and commodities exchanges, associations of securities and/or commodities dealers,
                federal, provincial and local Governmental Authorities).
       For the avoidance of doubt, Ridge Local Affiliate shall not be responsible for its failure to provide Services solely to the
       extent caused by the failure of Client Local Affiliate to perform the above listed requirements. Ridge Local Affiliate shall
       (i) provide Client Local Affiliate with reasonable notice of Client Local Affiliate’s failure to perform any of its
       responsibilities set forth in this Schedule and (ii) use commercially reasonable efforts to perform notwithstanding Client 
       Local Affiliate’s failure to perform, subject to Client Local Affiliate reimbursing Ridge Local Affiliate for any reasonable
       incremental cost to Ridge Local Affiliate in connection with such efforts.
  
XVI.   REQUIRED PROVISION OF SYBASE, INC.
       Client Local Affiliate acknowledges and agrees that the Sybase SQL Server Program and the Sybase Replication Server
       Program (the “ Programs ”) to the extent incorporated into the Services and used in connection with Ridge Local
       Affiliate’s BPS Advantage product, if selected and received by Client Local Affiliate, shall only be used by the Client
       Local Affiliate as set forth below to read, in a view-only format, the Services, and the Programs shall not be downloaded
       or used to create or alter tables, schemas or databases or otherwise develop or modify in any way the applications or
       performance of other programming tasks. Notwithstanding the foregoing, Client Local Affiliate may access the Programs
       through Ridge Local Affiliate tools or third party tools; provided, however, that any access shall be restricted to the
       following: Client Local Affiliate may access the Services embedding a copy of the Programs which are deployed on
       Ridge Local Affiliate’s premises or Client Local Affiliate’s site, provided, however, that in either instance, Client Local
       Affiliate shall not (i) copy the application(s) embedding the Programs, (ii) use the Programs other than to process Client 
       Local Affiliate’s own transactions, transactions for entities that are correspondents or customers of the Client Local
       Affiliate and transactions for entities that operate on a fully disclosed basis through Client Local Affiliate as
       correspondents, or (iii) access the Programs for general development. Client Local Affiliate may also develop 
       applications against the BPS Advantage database using tools supplied by Ridge Local Affiliate, Sybase or other third
       parties.
  
XVII. SEVERABILITY
       If any provision of this Schedule should be held invalid or unenforceable in a court of law in any jurisdiction, such
       invalidity or unenforceability shall not affect the enforceability of this Schedule or any other provision thereof. In
       addition, the parties agree that it is their intention that such provision shall be construed in a manner designed to
       effectuate the purposes of this Schedule to the fullest extent enforceable under applicable Law. The parties further agree
       that such ruling shall not affect the construction of that provision or any other of the provisions in any other
       jurisdiction.
  
XVIII. DISASTER RECOVERY; BUSINESS CONTINUITY
       Ridge Local Affiliate shall maintain the disaster recovery and business continuity services as set forth in Attachment E .
       Attachment E is hereby incorporated in and made an integral part of this Schedule.
  
XIX.   INTENTIONALLY LEFT BLANK
  
XX.    INTENTIONALLY LEFT BLANK
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                 9
                                                                                                               CANADA
  
XXI.   CHANGES TO THE MASTER SERVICES AGREEMENT
       The following general changes shall be made to the Master Services Agreement when incorporating the terms and
       conditions of the Master Services Agreement into this Schedule: NONE.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                           10
                                                                                                            CANADA
  
IN WITNESS WHEREOF the parties have executed this Schedule as of the date first written above.
  
                                                                         BROADRIDGE FINANCIAL SOLUTIONS
                                                                         (CANADA) INC.

                                                                         By:  /s/ Michael Dignam
                                                                              Name: Michael Dignam
                                                                              Title: President
  
                                                                         PENSON FINANCIAL SERVICES CANADA INC.

                                                                         By:  /s/ Philip A. Pendergraft
                                                                              Name: Philip A. Pendergraft
                                                                              Title: Director
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                           11
                                                                                                                         CANADA
  
                                                        ATTACHMENT A

                                         DESCRIPTION OF OUTSOURCED SERVICES

Ridge Local Affiliate shall provide the following services to Client Local Affiliate in connection with this Schedule:
  

(1) Subject to the last paragraph of this Attachment, the operational support services and functions with respect to Client
    Local Affiliate’s business immediately prior to the Schedule Effective Date as set forth in Appendix 3 (the “ Existing
    Operations Support Services ”).
  

(2) Subject to the last paragraph of this Attachment, all of the technology and processing services and functions that Client
    Local Affiliate outsourced to third parties immediately prior to the Effective Date (provided, however, that Ridge Local
    Affiliate has the right to exclude certain technologies, processing services or functions in the event Ridge Local Affiliate
    does not offer a comparable technology, processing service or function), including, without limitation, the services
    provided by the third parties set forth in Appendix 4 (the “ Existing Technology Services ”). Notwithstanding anything to
    the contrary herein, the Existing Technology Services shall include the services set forth in the Existing Canadian
    Agreement (including the services described in the Pricing Schedule thereto), including, without limitation all Software,
    technology and order and transaction types provided to Client Local Affiliate in connection therewith.

The parties agree to work in good faith to revise Appendix 3 and Appendix 4 prior to the Closing Date in order to add or remove
in-scope Existing Operations Support Services and Existing Technology Services as deemed necessary and appropriate by
Client in Client’s sole discretion; provided, however, that any such changes to Appendix 3 and Appendix 4 shall not in any
event cause a reduction in the Base Fee with respect to the Existing Operations Support Services plus the Existing Technology
Services (as described in Section I(1) of Attachment B-1 ) below U.S. [****] in the aggregate for the Existing Operations
Support Services and the Existing Technology Services provided under this Schedule and the “Service Bureau and Operations
Support Services” Schedules for the United Kingdom and the U.S.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                12
                                                                            CANADA
  
                                               Appendix 1 to Attachment A

Intentionally left blank.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                          13
                                                                            CANADA
  
                                               Appendix 2 to Attachment A

Intentionally left blank.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                          14
                                                                                       CANADA
  
                                                Appendix 3 to Attachment A

                                       Existing Operations Support Services - Canada

[****]
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                            15
                                                                                   CANADA
  
                                                Appendix 4 to Attachment A

                                           Existing Technology Services - Canada

[****]
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                            16
                                                                            CANADA
  
                                               Appendix 5 to Attachment A

Intentionally left blank.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                          17
                                                                                                                       CANADA
  
                                                       ATTACHMENT B

                               Service Bureau and Operations Support Services Price Schedule
  
1.   Charges for the Services. The charges for the Services are set forth in Attachment B-1 .
  

2.   Changes to Schedule B. The parties agree, subject to the Change Control Procedures set forth in Exhibit C to the Master
     Services Agreement, that any changes that the Client Local Affiliate makes from time to time that result in the addition or
     removal of specific Service functions (including, without limitation, material changes required by Applicable Law or by a
     regulatory body) may require changes to the charges payable by Client Local Affiliate.
  

3.   Postage. Notwithstanding anything herein to the contrary, postage shall be billed to Client Local Affiliate on a pass-
     through basis.
  

4.   Customization. Any customization work shall be provided pursuant to a rate schedule to be agreed upon by the parties no
     later than the Closing Date.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                               18
                                                                          CANADA
  
                                                   Attachment B-1

                                               Base Fee and Tiered Fees

[****]
  
II.   Intentionally left blank .
[****]
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                         19
                                                                                                                           CANADA
  
                                                         ATTACHMENT C

                                                         SERVICE LEVELS
  
I.    INTRODUCTION
In order to maintain the specified Service Levels for the Services set forth in Attachment C-1 , the parties have agreed that
certain defined Service Levels (the “ SLAs ”) are to be established and measured as set forth below. SLAs related to the
Services shall be established by the parties no later than [****] after the Schedule Effective Date. New Service Levels may be
added during the Schedule Term, and existing Service Levels may be modified or eliminated, by the mutual agreement of the
parties from time to time.
  
II.   OPERATIONS
  

A.    General
Commencing on the Live Date and subject to this Section II, Ridge Local Affiliate’s provision of the Services shall be in
accordance with the Service Levels identified in Attachment C-1 .
  
B.    Reports; Performance Review; Corrective Action
     (a) Ridge Local Affiliate shall, wherever the parties agree to use objective data, utilize continuous measurement and data
capture and shall prepare a reasonably detailed report with respect to the Service Levels) (each, a “ Service Level Report ”).
Service Level Reports shall be provided to Client Local Affiliate on a monthly basis.

     (b) Ridge Local Affiliate and Client Local Affiliate shall meet at least quarterly to review Ridge Local Affiliate’s performance
with respect to the Services during the immediately preceding quarterly period and the Service Level Reports connected
therewith, and, with respect to Ridge Local Affiliate’s failure to achieve any Service Levels, the parties shall (1) jointly formulate 
a formal action plan for corrective action, as applicable, and (2) agree upon the appropriate consequences if such action plan 
does not prevent subsequent instances of the same Service Level failures.

      (c) The specific criteria for each Service Level shall be detailed in the applicable SLA set forth in Attachment C-1 . Prior to
Live Date, the parties shall modify such Service Levels, create such additional Service Levels, or modify the method used to
measure performance (including, without limitation, appropriate objective data, quality control process or other methods) as the
parties mutually agree in writing.

     (d) [****], the parties shall measure actual Ridge Local Affiliate performance levels in the manner previously agreed to by
the parties, and review the method used to measure performance and such performance. The parties shall discuss in good faith
any appropriate modifications to the method used to measure performance, the Service Levels or any remedial steps required to
be taken by Ridge Local Affiliate in light of such review and shall, at least once annually during the Schedule Term, engage in
such good faith discussions to determine any appropriate modifications to the method used to measure performance, the
Service Levels or any remedial steps required to be taken by Ridge Local Affiliate in light of such review.
  
C.    Changes to the Service Levels
      (a) The parties acknowledge that the Service Levels shall be subject to continuous improvement and that changing
circumstances may necessitate modifications to service, expectations and responsibilities. Accordingly, the parties shall, at
least once annually during the Schedule Term, engage in good faith discussions to determine if (i) any modifications to the 
existing Service Levels are necessary or advisable, (ii) any existing Service Levels should be deleted and (iii) any new Service 
Levels should be added.

     (b) For all new Service Levels, the parties shall mutually agree upon the Service Level targets and the methodology and
tools used to measure performance. The parties shall mutually agree on any Service Level target based on [****] of
measurements of the applicable Service Level utilizing the agreed upon methodology and tools.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                  20
                                                                                                                            CANADA
  
Any dispute regarding the establishment of such Service Level targets or the methodology and tools used to measure
performance shall be resolved by the Executive Governance Committee. In addition, the Executive Governance Committee shall
review Service Level targets and performance and shall give weight to Client Local Affiliate’s recommendations for continuous
improvement of Service Level targets, based on, among other things, advances in technology.
  
D    Service Level Credits
The amount of Service Level Credits credited to Client Local Affiliate with respect to all Category 1 service level failures
occurring in a single month shall not exceed, in total, [****] of the monthly charges payable in connection with the Schedule
for that month (the “ Service Level Credit Pool – Category 1 ”). The amount of Service Level Credits credited to Client Local
Affiliate with respect to all other service level failures occurring in a single month shall not exceed, in total, [****] of the
monthly charges payable in connection with the Schedule for that month (the “ Service Level Credit Pool – All Other
Categories ”, and together with the Services Level Credit Pool – Category 1, the “ Service Level Credit Pools ”). The Service
Level Credit Pools shall be allocated to various Service Levels as set forth in Attachment C-1 . The parties shall, at least once
annually during the Schedule Term, engage in good faith discussions to determine if any modification to the allocation of the
Service Level Credit Pools set forth in Attachment C-1 are necessary or advisable.
  
E.   Root-Cause Analysis
In the event Ridge Local Affiliate has a Service Level failure that is not insignificant, Ridge Local Affiliate shall perform a root-
cause analysis as described in Section 1.C of the Master Services Agreement. 
  
F.   Excuse
Ridge Local Affiliate shall be excused from performing any Service or obligation hereunder, including, without limitation, the
attainment of any Service Level, if and to the extent Ridge Local Affiliate’s failure to perform such Service or obligation is
caused by Client Local Affiliate’s or its agents’ act or omission, including, without limitation, (a) Client Local Affiliate providing 
incomplete or inaccurate data, specifications or requirements; and (b) failures, errors or defects in facilities, equipment, materials 
or other resources provided by Client Local Affiliate, including, without limitation, telecommunications, hardware, infrastructure
and network connectivity.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                  21
                                                                                                                         CANADA
  
                                                        Attachment C-1

                                                             SLAs

The parties shall include a Service Level for development work no later than [****] after the Schedule Effective Date.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                               22
                                                                                                                              CANADA
  
                                                           ATTACHMENT D

                                        No Warranty and Limitation on Liability Provisions
                                             Required by Users of Third Party Data

No Warranties
EXCEPT IN CONNECTION WITH CONTRACTS OF THIRD PARTY DATA SUPPLIERS WITHOUT CONTRACTUAL
RESTRICTIONS SIMILAR TO THOSE BELOW, NO THIRD PARTY DATA SUPPLIERS MAKE ANY WARRANTIES,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR ANY OTHER MATTER.

Limitation on Liability
(a) No third party data supplier shall have any liability to Client Local Affiliate, or any other third party, for errors, omissions or
malfunctions in the services provided by such third party data supplier, other than the obligation to endeavor, upon receipt of
notice from Client Local Affiliate, to correct a malfunction, error, or omission in any such services.

(b) Client Local Affiliate acknowledges that the services provided by any third party data supplier are intended for use as an aid
to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning
securities.

Client Local Affiliate accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of
any of the services provided by any third party data supplier, its selection of the use or intended use of such, and any results
obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection
of investors.

(c) Client Local Affiliate shall indemnify Ridge Local Affiliate’s third party data suppliers (including, without limitation, FT
Interactive) against and hold such third party data suppliers harmless from any and all losses, damages, liability, costs,
including, without limitation, attorney’s fees, resulting directly or indirectly from any claim or demand against such third party
data suppliers by a third party arising out of or related to the accuracy or completeness of any services received by Client Local
Affiliate, or any data, information, service, report, analysis or publication derived therefrom. No third party data supplier shall be
liable for any claim or demand against Client Local Affiliate by a third party.

(d) As between a third party data supplier and Client Local Affiliate, neither party shall be liable for (i) any special, indirect or 
consequential damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond its 
control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power
supply, or (iii) any claim that arose more than one (1) year prior to the institution of suit therefor. 
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                                   23
                                                                                    CANADA
  
                                                      ATTACHMENT E

                                     DISASTER RECOVERY; BUSINESS CONTINUITY

To be agreed upon by the parties within [****] after the Schedule Effective Date.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                              24
                                                                                    CANADA
  
                                                      ATTACHMENT F

                                                          REPORTS

To be agreed upon by the parties within [****] after the Schedule Effective Date.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                              25
                                                                                    CANADA
  
                                                      ATTACHMENT G

                                               RECORD RETENTION POLICY

To be agreed upon by the parties within [****] after the Schedule Effective Date.
  
Broadridge Financial Solutions (Canada) Inc.
  
                                                              26
                        NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A
                      CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE
                    SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
              REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE.

                                                   Schedule A (United Kingdom)

                          SERVICE BUREAU AND OPERATIONS SUPPORT SERVICES SCHEDULE

                                               To The Master Services Agreement

                                                              between

                                         BROADRIDGE FINANCIAL SOLUTIONS, INC.

                                                                and

                                                  PENSON WORLDWIDE, INC.

This schedule (the “ Schedule ”), dated as of November 2, 2009 (the “ Schedule Effective Date ”), between Ridge Clearing & 
Outsourcing Solutions Limited (“ Ridge Local Affiliate ”) and Penson Financial Services Ltd. (“ Client Local Affiliate ”), to
the Master Services Agreement, dated as of the date hereof, between Broadridge Financial Solutions, Inc. and Penson
Worldwide, Inc., sets forth the terms and conditions, in addition to the terms and conditions in the Master Services Agreement,
under which Ridge Local Affiliate will provide service bureau and operations support services to Client Local Affiliate to assist
and support Client Local Affiliate in functioning as a clearing firm. Each of Client Local Affiliate and Ridge Local Affiliate agrees
to comply with and fulfill all terms and conditions applicable to it under the Master Services Agreement.

Unless otherwise defined herein, all capitalized terms shall have the meanings given to them in the Master Services Agreement.
In the event of a conflict between the terms and conditions of this Schedule and the terms and conditions of the Master
Services Agreement, the terms and conditions of this Schedule shall govern. The term “ Client Local Affiliate ” as used in this
Schedule includes all Affiliates, divisions and subsidiaries of Client Local Affiliate. Except where otherwise indicated, all
references in this Schedule to Sections or Attachments are to Sections to, and Attachments of, this Schedule. The term “party” 
as used in this Schedule means Ridge Local Affiliate or Client Local Affiliate, as applicable. The term “parties” as used in this
Schedule means Ridge Local Affiliate and Client Local Affiliate.
  
I.      SUBMISSION OF SCHEDULE
        A. During the Schedule Term, Client Local Affiliate and Ridge Local Affiliate shall each be subject, to the extent
        applicable to such party, to the provisions of federal, state and local laws, rules and regulations and the constitution,
        by-laws, rules, regulations and stated policies of the Financial Services Authority (“ FSA ”), the London Stock
        Exchange Group plc (“ LSE ”) and any other securities exchange, commission, association, regulatory or self-regulatory
        organization (“ SRO ”) vested with authority over Client Local Affiliate or Ridge Local Affiliate (to the extent applicable
        to a party, the “ Laws and Rules ”). Each party shall perform its obligations under this Schedule in accordance with the
        Laws and Rules.
        B. This Schedule shall not become effective until the date upon which all necessary SRO approvals as to both parties
        are received (the “ Approval Date ”); provided, however, that if no SRO approvals are required for this Schedule to
        become effective, this Schedule shall become effective as of the Schedule Effective Date. In the event that any such
        approval is required and this Schedule is not so approved, the parties shall negotiate in good faith to amend this
        Schedule as may be needed to obtain such approval.
        C. Ridge Local Affiliate acknowledges that Client Local Affiliate has regulatory responsibilities as a clearing firm,
        including, among other things, a duty to supervise the types of business in which it engages.
  
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       To assist Client Local Affiliate in satisfying such obligations, Ridge Local Affiliate agrees to provide, at the reasonable
       request of Client Local Affiliate, performance reports with respect to the Services and full access to relevant books and
       records, information and Ridge Local Affiliate personnel engaged in providing the Services. Ridge Local Affiliate
       acknowledges that Client Local Affiliate is required, from time to time, to prepare and file reports with the FSA, LSE and
       other SROs or Governmental Authorities. To assist Client Local Affiliate in satisfying such requirements, Ridge Local
       Affiliate agrees to provide Client Local Affiliate with information in its possession that is necessary for Client Local
       Affiliate to prepare and file any such reports.
       D. This Schedule is not intended, and shall not be construed, to limit, reduce, or otherwise change any regulatory,
       contractual or other obligation that Client Local Affiliate owes to a correspondent or to its customers.
  
II.    SERVICES TO BE PERFORMED BY RIDGE LOCAL AFFILIATE
       A. Subject to the second paragraph of Section 16.G of the Master Services Agreement and Section I.B, Ridge Local 
       Affiliate will perform the services, functions and responsibilities described in Attachment A in accordance with the
       terms and conditions of this Schedule and the Master Services Agreement. Attachment A is hereby incorporated in and
       made an integral part of this Schedule. Any additional services to be performed by Ridge Local Affiliate shall be subject
       to the written agreement of the parties.
       B. Intentionally left blank .
       C. This Schedule and the Master Services Agreement are intended to create an exclusive arrangement between Client
       Local Affiliate and Ridge Local Affiliate with respect to the Services utilized by Client Local Affiliate as of the applicable
       Live Date in the Territory for which a pricing schedule is included in this Schedule except (A) as otherwise set forth in 
       this Schedule and the Master Services Agreement and (B) in the event that (i) Client Local Affiliate or a Customer of 
       Client Local Affiliate is prohibited by Law from receiving Services from Ridge Local Affiliate in the Territory, (ii) Client 
       Local Affiliate obtains a business and in connection therewith is contractually required to use an alternative system
       (and not the Services) as a condition of obtaining such business or (iii) during any time period that Ridge Local Affiliate 
       is in material breach of this Schedule and has failed to cure such breach within thirty (30) days following notice from 
       Client Local Affiliate specifying the nature of such breach in reasonable detail.
  
III.   CONVERSION
       A. Conversion of Client Correspondents . In connection with the conversion of the correspondents of Client Local
       Affiliate (“ Client Correspondents ”) to Ridge Local Affiliate, the parties agree to the following:
  

            (i)     Client Local Affiliate shall provide Ridge Local Affiliate with Client Local Affiliate’s requirements with
                    respect to the Client Local Affiliate files and Service Levels applicable to the Client Correspondents (the “ 
                    Client Requirements ”) after the Schedule Effective Date. The parties shall enter into a statement of work
                    (the “ Conversion SOW ”) that will describe Client Local Affiliate’s migration to Ridge Local Affiliate’s
                    service delivery and technology platform no later than [****] after Ridge Local Affiliate’s receipt of the
                    Client Requirements. The Conversion SOW will define the Target Live Date for each Service and describe
                    specific implementation activities and procedures required to migrate Client Correspondents to the Ridge
                    Local Affiliate, including, without limitation, development, implementation and integration of Software and
                    other software and development and integration of correspondent clearing functionalities, reporting and
                    monitoring systems and such other services as may be set forth in the Conversion SOW (the “ Conversion
                    Services ”). Without limiting the generality of the foregoing, the Conversion SOW shall (1) specify that 
                    Ridge Local Affiliate will convert the applicable Client Local Affiliate files to make them compatible with the
                    Services and the other services, as may be
  
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                    required in respect of the migration of Client Local Affiliate’s Customers to the Services and (2) describe 
                    the development and integration of correspondent clearing functionalities by Ridge Local Affiliate. The
                    Conversion Services shall be provided at no charge to Client Local Affiliate by Ridge Local Affiliate.
  

            (ii)    The parties shall cooperate and provide each other with all information and assistance reasonably required
  
                    in connection with the Conversion Services. Each party will assign a liaison person to assist and cooperate
                    with the other party in connection with the Conversion Services (which person may be replaced by a party
                    at its sole discretion from time to time by way of notice to the other party).
  
IV.    TERM OF SCHEDULE
       A. Schedule Term . The term of this Schedule (the “ Schedule Term ”) shall begin on the Schedule Effective Date and
       shall continue for a period of ten (10) years after the last Live Date with respect to the Schedules under the Master 
       Services Agreement for the U.S., U.K. or Canada (for clarity, the Schedule Term of the Schedules under the Master
       Services Agreement for the U.S., U.K. and Canada shall be coterminous with each other); provided, however, that this
       Schedule’s effective date is subject to its review and approval by the applicable regulatory agency as described in
       Section I.A. The “ Live Date ” for a Service is defined as the first date upon which Ridge Local Affiliate processes
       trades utilizing the applicable Service on behalf of Client Correspondents in accordance with the provisions and
       requirements of this Schedule and the Master Services Agreement (excluding any beta testing or similar testing of the
       system). The Schedule Term shall automatically extend following its scheduled expiration date unless (1) either party 
       gives notice of termination at least one hundred eighty (180) days prior to the scheduled expiration date, in which case 
       the Schedule Term shall expire on the scheduled expiration date or (2) either party gives notice of termination at any time 
       after the date that is one hundred eighty (180) days prior to the scheduled expiration date of the Schedule Term 
       (including any time beyond the scheduled expiration date), in which case the Schedule Term shall expire on the date
       specified in such notice of termination, which date must be at least one hundred eighty (180) days after the date of such 
       notice.
       B. Client Local Affiliate’s Termination .
  

            (i)     Client Local Affiliate may terminate this Schedule for convenience upon one hundred twenty (120) days 
                    notice to Ridge Local Affiliate. In the event of any such termination or in the event Ridge terminates this
                    Schedule pursuant to Section 18.B of the Master Services Agreement, Client Local Affiliate shall pay to 
  
                    Ridge Local Affiliate prior to the effective date of such termination, as liquidated damages and not as a
                    penalty, an amount equal to [****] of the Base Fee (but not as increased or decreased in connection with
                    Section III of Attachment B- 1) that Client Local Affiliate would otherwise be obligated to pay under this
                    Schedule if this Schedule had not been terminated, from and after the effective date of termination through
                    the end of this Schedule Term.
  

            (ii)    Client Local Affiliate may terminate this Schedule in the event of a Service Level Termination Event upon
                    notice to Ridge Local Affiliate, and, in such event, no termination fees or termination charges of any type
                    shall be payable by Client Local Affiliate to Ridge Local Affiliate.
                    No later than [****] after the Schedule Effective Date, the parties shall define a Service Level Termination
                    Event.
  

            (iii)   Client Local Affiliate may terminate this Schedule for a Change in Control of Client Local Affiliate or any
                    Affiliate that directly or indirectly Controls such Client Local Affiliate (the “ Applicable Client Entity ”)
                    upon [****] notice to Ridge Local Affiliate. In the event of any such termination, Client Local Affiliate shall
                    pay to Ridge Local Affiliate prior to the effective date of such termination, as liquidated damages and not
                    as a penalty, an amount equal to the lesser of (a) [****] of the Base Fee (but not as 
  
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                    increased or decreased in connection with Section III of Attachment B-1 ) that Client Local Affiliate would
                    otherwise be obligated to pay under this Schedule if this Schedule had not been terminated, from and after
                    the effective date of termination through the end of the Schedule Term and (b) U.S. [****]. 
                    “ Change in Control ” shall mean the (a) consolidation or merger of an Applicable Client Entity with or into 
                    any entity (other than the consolidation or merger of an Applicable Client Entity with a third party entity in
                    which such Applicable Client Entity is the surviving entity; provided, however, that the holders of the
                    then-outstanding voting securities of such Applicable Client Entity prior to any such consolidation or
                    merger hold securities that represent immediately after such consolidation or merger greater than fifty
                    percent (50%) of the combined voting power of the then-outstanding voting securities of such Applicable
                    Client Entity thereafter), (b) sale, transfer or other disposition of all or substantially all of the assets of an 
                    Applicable Client Entity or (c) acquisition by any individual, entity, or group of individuals or entities 
                    acting in concert, of beneficial ownership of fifty percent (50%) or more (or such lesser percentage that 
                    constitutes the power to direct or cause the direction of the management and policies of an Applicable
                    Client Entity) of the outstanding voting securities or other ownership interests of an Applicable Client
                    Entity.
       C. Failure To Go Live . If the Services in connection with the Client Correspondents do not go live by the Target Live
       Date set forth in the Conversion SOW or any other date agreed to by the parties as set forth in writing, through no fault
       of Ridge Local Affiliate (or its subcontractors) or a Force Majeure Event (as defined in the Master Services Agreement)
       or a delay in obtaining an approval described in Section I.B, then Client Local Affiliate shall pay to Ridge Local Affiliate, 
       as liquidated damages and not as a penalty, an amount equal to a percentage of the Base Fee that Client Local Affiliate
       would otherwise be obligated to pay if the Services had commenced on the Target Live Date as follows (each, a “ 
       Failure To Go Live Monthly Payment ”): (i) if the Services do not go live by the [****] following the Target Live Date,
       [****] of the Base Fee for such [****]; (ii) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (iii) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (iv) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; (v) if the Services do not go live by the [****] following the Target Live Date, 
       [****] of the Base Fee for such [****]; and (vi) if the Services do not go live by the [****] following the Target Live 
       Date, [****] of the Base Fee for such [****] and for each [****] thereafter until the Services go live.
       D. Early Go Live . If the Services go live prior to the Target Live Date or any other date agreed to by the parties as set
       forth in writing, then the Base Fees with respect to the Services shall be reduced by an amount equal to a percentage of
       the Base Fee for each [****] until the Target Live Date as follows: (i) if the Services go live [****] or more prior to the 
       Target Live Date, [****] of the Base Fee for such [****] and for each [****] prior to such [****]; (ii) if the Services go 
       live [****] prior to the Target Live Date, [****] of the Base Fee for such [****]; (iii) if the Services go live [****] prior 
       to the Target Live Date, [****] of the Base Fee for such [****]; (iv) if the Services go live [****] prior to the Target 
       Live Date, [****] of the Base Fee for such [****]; (v) if the Services go live [****] prior to the Target Live Date, [****] 
       of the Base Fee for such [****]; and (vi) if the Services go live [****] prior to the Target Live Date, [****] of the Base 
       Fee for such [****].
       E. Failure to Deliver . If Ridge Local Affiliate fails to deliver the Services (compliant with the Statement of Work and
       specifications) by the Target Live Date, through no fault of Client Local Affiliate (or its subcontractors) or a Force
       Majeure Event (as defined in the Master Services Agreement) or a delay in obtaining an approval described in
       Section I.B (a “ Failure to Deliver ”), then Ridge Local Affiliate shall pay Client Local Affiliate, as liquidated damages
       and not as a penalty, an amount equal to a percentage of the amount Client Local Affiliate pays in connection with 
       (a) the Client Local Affiliate personnel performing the operational support services described in Appendix 3 and (b) the 
       services Client Local Affiliate outsourced to third parties, including, without limitation, as set forth in Appendix 4 , in
       each case, on a [****] basis until such time as Ridge Local Affiliate delivers the Services (compliant with the
  
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       Statement of Work and specifications); provided, however, that such amount Client Local Affiliate pays is consistent
       with amounts Client Local Affiliate historically paid for such services, including any non-recurring expense or cost
       (collectively, the “ Historical Amount ”), as follows: (i) if the Services do not go live by the [****] following the Target 
       Live Date, [****] of the Historical Amount; (ii) if the Services do not go live by the [****] following the Target Live 
       Date, [****] of the Historical Amount for such [****]; and (iii) if the Services do not go live by the [****] following the 
       Target Live Date, [****] of the Historical Amount for such [****] and for each [****] thereafter.
       If a Failure to Deliver requires Client Local Affiliate to extend or renew any Disclosed Agreement (as defined below),
       then: (1) Client Local Affiliate shall use commercially reasonable efforts to obtain a month-to-month extension of such
       Disclosed Agreement and, if it is unable to obtain a month-to-month extension, promptly notify Ridge Local Affiliate of
       its inability to obtain a month-to-month extension and use commercially reasonable efforts to minimize any early
       termination fees due under such extension or renewal (whether by contractual right or continuing such Disclosed
       Agreement past the expiration date); (2) during the period from and after the first day of such extension or renewal 
       (whether by contractual right or continuing such Disclosed Agreement past the expiration date) and until and including
       the final Live Date with respect to the Services applicable to such Disclosed Agreement, Ridge Local Affiliate shall be
       responsible for any incremental increase in the fees due under such Disclosed Agreement as a result of such extension
       or renewal (in addition to the Historical Amounts calculated in accordance with the first paragraph of this Section IV.E); 
       and (3) from and after the final Live Date with respect to the Services applicable to such Disclosed Agreement, Ridge 
       Local Affiliate shall be responsible for any early termination fees, fees for services and other amounts payable under
       such Disclosed Agreement. A “ Disclosed Agreement ” is defined as those agreements between Client Local Affiliate
       and a third-party service provider that Client Local Affiliate discloses to Ridge Local Affiliate, including the applicable
       termination date and extension options of each such agreement, prior to the parties’ execution of the Conversion SOW.
  
V.     CHARGES
  

       A.       The fees for the Services are set forth in Attachment B hereto. Attachment B is hereby incorporated in and
                made an integral part of this Schedule. Unless otherwise indicated, all fees and charges set forth in
  
                Attachment B are in British pounds sterling. Notwithstanding the immediately preceding sentence, for
                purposes of calculating the aggregate amounts in connection with the last paragraph in Attachment A and
                paragraph four of Section III to Attachment B-1 , such calculation shall be in U.S. dollars using the exchange
                rate published in the Wall Street Journal on the Schedule Effective Date.
  

       B.       The monthly charge for the Services shall be equal to 1/12th of the Base Fee plus any Tiered Fees, as set forth
                in Attachment B , and shall be payable commencing on the Live Date for the relevant Services. The monthly
                charge shall not be increased at anytime during the Schedule Term, except (i) as set forth in Attachment B and
                (ii) Ridge Local Affiliate shall have the right to pass through increases, and shall pass through decreases, 
                relating to the charges of third party service providers, including, without limitation, communication and other
                third party service provider charges (excluding charges of Ridge Local Affiliates) and federal, provincial, and
                local governmental fees, to the extent that the parties imposing such fees have increased or decreased the same
                and provided any such increases shall be passed through only to the extent they are passed through to all
                Ridge Local Affiliate customers receiving the Services.
  
       C.       [****].
  
VI.    NO PARTNERSHIP OR AGENCY; NO SPECIAL TREATMENT
       Neither this Schedule nor any activity hereunder shall create a general or limited partnership, association, joint venture,
       branch or agency relationship between Client Local Affiliate and Ridge Local Affiliate. Client Local Affiliate shall not
       hold itself out as an agent of Ridge Local Affiliate or of any subsidiary or company controlled directly or indirectly by or
       affiliated with Ridge Local Affiliate, nor shall it employ
  
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        Ridge Local Affiliate’s name in any manner that creates the impression that the relationship created or intended between
        them is anything other than that of service provider and clearing broker. Except as reasonably necessary to provide the
        Services, Ridge Local Affiliate shall not hold itself out as an agent of Client Local Affiliate or of any subsidiary or
        company controlled directly or indirectly by or affiliated with Client Local Affiliate, nor shall it employ Client Local
        Affiliate’s name in any manner that creates the impression that the relationship created or intended between them is
        anything other than that of service provider and clearing broker. Neither party shall, without the prior approval of the
        other party, place any advertisement in any newspaper, publication, periodical or any other media if such advertisement
        in any manner makes reference to the other party or to the arrangements contemplated by this Schedule. Neither party
        shall, without the prior approval of the other party (which approval shall not be unreasonably withheld), furnish any link
        to the website(s) of the other party or its Affiliates. For the avoidance of doubt, nothing herein shall prevent the
        disclosure of (i) Ridge Local Affiliate’s name or the Services to be performed under the Master Services Agreement or
        this Schedule to any of Client Local Affiliate’s regulators or customers or (ii) a party’s name or the services it offers to
        the extent necessary to carry out each party’s obligations under the Master Services Agreement, this Schedule or
        Marketing Agreement.
        Nothing herein shall cause Ridge Local Affiliate to be construed as or deemed to be a fiduciary with respect to Client
        Local Affiliate, any correspondent of Client Local Affiliate, or any customer of Client Local Affiliate or its
        correspondents.
        This Schedule is not intended, nor shall it be construed, to bestow upon either party any special treatment regarding
        any other arrangements, agreements or understandings that exist or may hereafter exist between the parties or their
        affiliates. Neither party shall have any obligation to deal with the other in any capacity other than as set forth in this
        Schedule.
  
VII.    SERVICE LEVELS
        Ridge Local Affiliate shall provide the Services in accordance with the terms and conditions set forth in Section 1.C of 
        the Master Services Agreement and with respect to Service Levels set forth in Attachment C hereto and any other
        Service Level agreement that may be agreed between the parties from time to time with respect to the Territory.
        Attachment C is hereby incorporated in and made an integral part of this Schedule. Ridge Local Affiliate agrees that the
        Service Levels set forth in Attachment C shall be at least as stringent as any service levels provided by Ridge Local
        Affiliate to its other clients in the United Kingdom.
  
VIII.   EXCHANGE OF INFORMATION
        Throughout the Schedule Term, each party shall promptly supply the other with information in its possession necessary
        or appropriate to enable the other party properly to perform its obligations under this Schedule and as a registered
        broker-dealer.
  
IX.     RECORDS RETENTION
        The information that Ridge Local Affiliate generates on behalf of Client Local Affiliate are the books and records of
        Client Local Affiliate. Notwithstanding anything to the contrary in the Master Services Agreement, Ridge Local Affiliate
        will maintain and preserve such information in accordance with the agreed-upon record retention policy set forth in
        Attachment G and the Laws and Rules. Any additional retention period(s) shall be directed by Client Local Affiliate and
        shall be subject to the mutual written agreement of the parties. Attachment G is hereby incorporated in and made an
        integral part of this Schedule.
  
X.      GOVERNANCE
        Ridge Local Affiliate and Client Local Affiliate shall each appoint at least two (2) senior level managers to a joint 
        committee that shall meet no less than monthly to address issues that may arise in connection with the performance of
        the Services. In addition to the foregoing but without prejudice to the obligations of the parties under this Schedule or
        the Master Services Agreement, the parties have agreed to the detailed governance provisions set forth in Exhibit C to
        the Master Services Agreement.
  
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        Ridge Local Affiliate shall provide to Client Local Affiliate the reports set forth in Attachment F . Attachment F is hereby
        incorporated in and made an integral part of this Schedule.
  
XI.     TAPE RECORDING
        Unless otherwise prohibited by applicable Law, the parties shall have the right to record telephone conversations
        between themselves, and waive any right to further notice of any such recording. The parties agree to make such
        recordings available to each other upon reasonable notice.
  
XII.    THIRD PARTY VENDOR SERVICES
        Client Local Affiliate may contract directly with and in such case will be responsible for (i) complying with the terms and 
        conditions of use relating to additional third party products or services not affiliated with Ridge Local Affiliate set forth
        in Attachment A that it elects to receive or access through Ridge Local Affiliate from time to time and (ii) the costs 
        relating thereto as applicable, other than those third party products or services integrated into the Services or provided
        as part of the Services. If third party products or services, including, without limitation, data, are provided by or through
        Ridge Local Affiliate to Client Local Affiliate or integrated into the Services or provided as part of the Services, Ridge
        Local Affiliate shall obtain and warrants and represents that it has the full right, title or license required to provide such
        product or service to Client Local Affiliate. Additionally, Ridge Local Affiliate hereby grants to Client Local Affiliate and
        customers of Client Local Affiliate the right to use such product or service during, and for the purposes of, and in
        accordance with, the Master Services Agreement and this Schedule.
        Client Local Affiliate shall be responsible for complying with the terms and conditions of use (to the extent such terms
        and conditions of use are provided by Ridge Local Affiliate to Client Local Affiliate) relating to the third party products
        or services that it receives or accesses through Ridge Local Affiliate and the costs relating thereto. If (i) any third party 
        products or services, or Ridge-owned products or services, provided by Ridge Local Affiliate become unavailable and
        require replacement, (ii) Ridge Local Affiliate, upon notice to Client Local Affiliate (and upon Client Local Affiliate’s
        consent, if and to the extent such consent is required by Law), elects to replace any third party products or services or
        Ridge-owned products or services provided by Ridge Local Affiliate with new or different third party products or
        services or Ridge-owned products or services or (iii) at least fifty percent (50%) of Ridge Local Affiliate’s clients
        utilizing such products or services in the Territory request such replacement, in each case, Ridge Local Affiliate shall
        replace such products or services with equivalent or enhanced products or services without increased cost.
        Client Local Affiliate may contract directly with any vendor or subcontractor of Ridge Local Affiliate for the services
        provided by such vendor or subcontractor through Ridge Local Affiliate; provided, however, that (a) such contract 
        does not violate Ridge Local Affiliate’s obligations to such vendor or subcontractor and (b) Client Local Affiliate shall 
        be responsible for the cost of any transition services (including, without limitation, any incremental costs resulting from
        the transition) in connection therewith.
  
XIII.   OBLIGATIONS FOR RECEIPT OF DATA
        Client Local Affiliate may be using data set forth in Attachment D hereto provided by FT Interactive Data Corporation (“ 
        FT Interactive ”). In such case, Client Local Affiliate agrees to the provisions attached hereto as Attachment D relating
        to its use of FT Interactive Data Corporation data in respect of the Services. Attachment D is hereby incorporated in and
        made an integral part of this Schedule. Client Local Affiliate shall be under no obligation to receive FT Interactive Data
        Corporation data through Ridge Local Affiliate and to such extent, the previous sentence shall not apply and Ridge
        Local Affiliate shall not be responsible for the provision of such services to Client Local Affiliate in such case or have
        any liability for such non-Ridge Local Affiliate FT Interactive Data Corporation services that Client Local Affiliate
        decides to receive. Ridge Local Affiliate warrants and represents that it has full right, title or license
  
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       required to provide such data to Client Local Affiliate for use in the Services. Additionally, Ridge Local Affiliate hereby
       grants to Client Local Affiliate the right to use and store such data pursuant to the terms and conditions of Attachment
       D , for the purposes of Client Local Affiliate providing services to its customers in the course of Client Local Affiliate’s
       standard commercial operations.
  
XIV.   ACQUISITION OF OR BY ANOTHER RIDGE LOCAL AFFILIATE CLIENT
       In the event that Client Local Affiliate acquires, or is acquired by, by stock, acquisition of substantially all the assets of,
       merger, or consolidation (a “ Business Combination ”), a Client Local Affiliate of Ridge Local Affiliate’s Brokerage
       Services Group that receives trade processing services substantially similar to the Services provided under this
       Schedule (the “ Other Entity ”), and Client Local Affiliate and the Other Entity, or the resulting entity as the case may
       be, consolidate the trade processing carried out under this Schedule with the trade processing carried out by the Other
       Entity prior to the termination or expiration of the Client Local Affiliate’s or the Other Entity’s schedule relating to trade
       processing services substantially similar to the Services provided under this Schedule so that it is processed by Ridge
       Local Affiliate as one entity, all service charges, including, without limitation, the Base Fee and any other applicable
       tiered fees applicable for the brokerage processing services provided by Ridge Local Affiliate shall be renegotiated in
       good faith between Ridge Local Affiliate and Client Local Affiliate. Otherwise, the Ridge Local Affiliate agreements with
       Client Local Affiliate and the Other Entity agreements in place prior to the Business Combination shall remain in effect
       for the respective services provided by Ridge Local Affiliate or any other Ridge Local Affiliate’s Brokerage Services
       Group entity until the termination or expiration of such agreements. For clarity and notwithstanding anything to the
       contrary, Client Local Affiliate and the Other Entity shall be free to consolidate their trade processing after the
       termination or expiration of either of their agreements or relevant Schedule with Ridge Local Affiliate or any entity of the
       Ridge Local Affiliate Brokerage Services Group without restriction and without any obligation to renegotiate any fees
       relating to trade processing or otherwise. In the event Client Local Affiliate participates in a Business Combination with
       an entity that is not a client of Ridge Local Affiliate’s Brokerage Services Group that receives trade processing and/or
       operations support services substantially similar to the Services provided under this Schedule, all rates in Attachment B 
       (including, without limitation, the Base Fee and any other applicable tiered fees applicable for the brokerage processing
       services) provided by Ridge Local Affiliate shall remain as set forth in Attachment B , subject to the adjustments
       described therein.
  
XV.    CLIENT LOCAL AFFILIATE RESPONSIBILITIES
       Client Local Affiliate shall be responsible, to the extent necessary for the Services it is receiving, in connection with the
       use of the Services for the following:
  


  
       A.       User security administration for the Services in accordance with, and as set forth in, the relevant product
                specifications and user documentation.
  

       B.       Forms and supplies required by Ridge Local Affiliate in connection with the performance of the Services, which
                are agreed to by the parties in writing. Ridge Local Affiliate shall provide Client Local Affiliate with reasonable
                advance notice of any such requirements.
  


  
       C.       Equipment, other than equipment provided by Ridge Local Affiliate, at Client Local Affiliate’s location required
                in use of the Services (e.g., printers, terminals) as identified by Ridge Local Affiliate in writing.
  
       D.       Dial backup ISDN circuits or other equivalent backup solution selected by Client Local Affiliate.
  
       E.       Third party telecommunications services not otherwise set forth in Attachment B .
  

       F.       Hardware, software, and telecommunications products required to interface to the Services (e.g., terminal
                emulation software), other than any such hardware, software, and telecommunications products provided by
                Ridge Local Affiliate.
  

       G.       Special equipment, which Client Local Affiliate may elect to place at Ridge Local Affiliate locations, if required
                by Client Local Affiliate, specific to Client Local Affiliate’s use of the Services as agreed to by the parties in
                writing.
  

       H.       Use commercially reasonable efforts to obtain the approval of each relevant regulatory or self-regulatory
  
                agency or entity, if any, with regulates Client Local Affiliate’s receipt of the Services (including, without
                limitation, securities and commodities exchanges, associations of securities and/or commodities dealers,
                federal, provincial and local Governmental Authorities).
  
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       For the avoidance of doubt, Ridge Local Affiliate shall not be responsible for its failure to provide Services solely to the
       extent caused by the failure of Client Local Affiliate to perform the above listed requirements. Ridge Local Affiliate shall
       (i) provide Client Local Affiliate with reasonable notice of Client Local Affiliate’s failure to perform any of its
       responsibilities set forth in this Schedule and (ii) use commercially reasonable efforts to perform notwithstanding Client 
       Local Affiliate’s failure to perform, subject to Client Local Affiliate reimbursing Ridge Local Affiliate for any reasonable
       incremental cost to Ridge Local Affiliate in connection with such efforts.
  
XVI.   REQUIRED PROVISION OF SYBASE, INC.
       Client Local Affiliate acknowledges and agrees that the Sybase SQL Server Program and the Sybase Replication Server
       Program (the “ Programs ”) to the extent incorporated into the Services and used in connection with Ridge Local
       Affiliate’s BPS Advantage product, if selected and received by Client Local Affiliate, shall only be used by the Client
       Local Affiliate as set forth below to read, in a view-only format, the Services, and the Programs shall not be downloaded
       or used to create or alter tables, schemas or databases or otherwise develop or modify in any way the applications or
       performance of other programming tasks. Notwithstanding the foregoing, Client Local Affiliate may access the Programs
       through Ridge Local Affiliate tools or third party tools; provided, however, that any access shall be restricted to the
       following: Client Local Affiliate may access the Services embedding a copy of the Programs which are deployed on
       Ridge Local Affiliate’s premises or Client Local Affiliate’s site, provided, however, that in either instance, Client Local
       Affiliate shall not (i) copy the application(s) embedding the Programs, (ii) use the Programs other than to process Client 
       Local Affiliate’s own transactions, transactions for entities that are correspondents or customers of the Client Local
       Affiliate and transactions for entities that operate on a fully disclosed basis through Client Local Affiliate as
       correspondents, or (iii) access the Programs for general development. Client Local Affiliate may also develop 
       applications against the BPS Advantage database using tools supplied by Ridge Local Affiliate, Sybase or other third
       parties.
  
XVII. SEVERABILITY
       If any provision of this Schedule should be held invalid or unenforceable in a court of law in any jurisdiction, such
       invalidity or unenforceability shall not affect the enforceability of this Schedule or any other provision thereof. In
       addition, the parties agree that it is their intention that such provision shall be construed in a manner designed to
       effectuate the purposes of this Schedule to the fullest extent enforceable under applicable Law. The parties further agree
       that such ruling shall not affect the construction of that provision or any other of the provisions in any other
       jurisdiction.
  
XVIII. DISASTER RECOVERY; BUSINESS CONTINUITY
       Ridge Local Affiliate shall maintain the disaster recovery and business continuity services as set forth in Attachment E .
       Attachment E is hereby incorporated in and made an integral part of this Schedule.
  
XIX.   INTENTIONALLY LEFT BLANK
  
XX.    INTENTIONALLY LEFT BLANK
  
XXI.   CHANGES TO THE MASTER SERVICES AGREEMENT
       The following general changes shall be made to the Master Services Agreement when incorporating the terms and
       conditions of the Master Services Agreement into this Schedule: NONE.

                                                   *            *             *            * 
  
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IN WITNESS WHEREOF the parties have executed this Schedule as of the date first written above.
  
                                                                         RIDGE CLEARING & OUTSOURCING
                                                                         SOLUTIONS LIMITED

                                                                         By:   /s/ Joseph Barra
                                                                               Name: Joseph Barra
                                                                               Title: Director


                                                                         PENSON FINANCIAL SERVICES LTD.

                                                                         By:   /s/ Philip A. Pendergraft
                                                                               Name: Philip A. Pendergraft
                                                                               Title: Director
  
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                                                        ATTACHMENT A

                                         DESCRIPTION OF OUTSOURCED SERVICES

Ridge Local Affiliate shall provide the following services to Client Local Affiliate in connection with this Schedule:
  

(1) Subject to the last paragraph of this Attachment, the operational support services and functions with respect to Client
    Local Affiliate’s business immediately prior to the Schedule Effective Date as set forth in Appendix 3 (the “ Existing
    Operations Support Services ”).
  

(2) Subject to the last paragraph of this Attachment, all of the technology and processing services and functions that Client
    Local Affiliate outsourced to third parties immediately prior to the Effective Date (provided, however, that Ridge Local
    Affiliate has the right to exclude certain technologies, processing services or functions in the event Ridge Local Affiliate
    does not offer a comparable technology, processing service or function), including, without limitation, the services
    provided by the third parties set forth in Appendix 4 (the “ Existing Technology Services ”).

The parties agree to work in good faith to revise Appendix 3 and Appendix 4 prior to the Closing Date in order to add or remove
in-scope Existing Operations Support Services and Existing Technology Services as deemed necessary and appropriate by
Client in Client’s sole discretion; provided, however, that any such changes to Appendix 3 and Appendix 4 shall not in any
event cause a reduction in the Base Fee with respect to the Existing Operations Support Services plus the Existing Technology
Services (as described in Section I(1) of Attachment B-1 ) below U.S. [****] in the aggregate for the Existing Operations
Support Services and the Existing Technology Services provided under this Schedule and the “Service Bureau and Operations
Support Services” Schedules for Canada and the U.S.
  
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                                                 Appendix 1 to Attachment A

Intentionally left blank.
  
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                                                 Appendix 2 to Attachment A

Intentionally left blank.
  
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                                                 Appendix 3 to Attachment A

                                       Existing Operations Support Services – U.K.

[****]
  
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                                                 Appendix 4 to Attachment A

                                           Existing Technology Services – U.K.

[****]
  
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                                                 Appendix 5 to Attachment A

Intentionally left blank.
  
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                                                       ATTACHMENT B

                               Service Bureau and Operations Support Services Price Schedule
  
1.   Charges for the Services. The charges for the Services are set forth in Attachment B-1 .
  

2.   Changes to Schedule B. The parties agree, subject to the Change Control Procedures set forth in Exhibit C to the Master
     Services Agreement, that any changes that the Client Local Affiliate makes from time to time that result in the addition or
     removal of specific Service functions (including, without limitation, material changes required by Applicable Law or by a
     regulatory body) may require changes to the charges payable by Client Local Affiliate.
  

3.   Postage. Notwithstanding anything herein to the contrary, postage shall be billed to Client Local Affiliate on a pass-
     through basis.
  

4.   Customization. Any customization work shall be provided pursuant to a rate schedule to be agreed upon by the parties no
     later than the Closing Date.
  
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                                                     Attachment B-1
                                                 Base Fee and Tiered Fees

[****]
  
II.   Intentionally left blank .

[****]
  
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                                                         ATTACHMENT C

                                                         SERVICE LEVELS
  
I.    INTRODUCTION
In order to maintain the specified Service Levels for the Services set forth in Attachment C-1 , the parties have agreed that
certain defined Service Levels (the “ SLAs ”) are to be established and measured as set forth below. SLAs related to the
Services shall be established by the parties no later than [****] after the Schedule Effective Date. New Service Levels may be
added during the Schedule Term, and existing Service Levels may be modified or eliminated, by the mutual agreement of the
parties from time to time.
  
II.   OPERATIONS
  

A.    General
Commencing on the Live Date and subject to this Section II, Ridge Local Affiliate’s provision of the Services shall be in
accordance with the Service Levels identified in Attachment C-1 .
  
B.    Reports; Performance Review; Corrective Action
     (a) Ridge Local Affiliate shall, wherever the parties agree to use objective data, utilize continuous measurement and data
capture and shall prepare a reasonably detailed report with respect to the Service Levels) (each, a “ Service Level Report ”).
Service Level Reports shall be provided to Client Local Affiliate on a monthly basis.

     (b) Ridge Local Affiliate and Client Local Affiliate shall meet at least quarterly to review Ridge Local Affiliate’s performance
with respect to the Services during the immediately preceding quarterly period and the Service Level Reports connected
therewith, and, with respect to Ridge Local Affiliate’s failure to achieve any Service Levels, the parties shall (1) jointly formulate 
a formal action plan for corrective action, as applicable, and (2) agree upon the appropriate consequences if such action plan 
does not prevent subsequent instances of the same Service Level failures.

      (c) The specific criteria for each Service Level shall be detailed in the applicable SLA set forth in Attachment C-1 . Prior to
Live Date, the parties shall modify such Service Levels, create such additional Service Levels, or modify the method used to
measure performance (including, without limitation, appropriate objective data, quality control process or other methods) as the
parties mutually agree in writing.

     (d) [****], the parties shall measure actual Ridge Local Affiliate performance levels in the manner previously agreed to by
the parties, and review the method used to measure performance and such performance. The parties shall discuss in good faith
any appropriate modifications to the method used to measure performance, the Service Levels or any remedial steps required to
be taken by Ridge Local Affiliate in light of such review and shall, at least once annually during the Schedule Term, engage in
such good faith discussions to determine any appropriate modifications to the method used to measure performance, the
Service Levels or any remedial steps required to be taken by Ridge Local Affiliate in light of such review.
  
C.    Changes to the Service Levels
      (a) The parties acknowledge that the Service Levels shall be subject to continuous improvement and that changing
circumstances may necessitate modifications to service, expectations and responsibilities. Accordingly, the parties shall, at
least once annually during the Schedule Term, engage in good faith discussions to determine if (i) any modifications to the 
existing Service Levels are necessary or advisable, (ii) any existing Service Levels should be deleted and (iii) any new Service 
Levels should be added.

     (b) For all new Service Levels, the parties shall mutually agree upon the Service Level targets and the methodology and
tools used to measure performance. The parties shall mutually agree on any Service Level target based on [****] of
measurements of the applicable Service Level utilizing the agreed upon methodology and tools.
  
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Any dispute regarding the establishment of such Service Level targets or the methodology and tools used to measure
performance shall be resolved by the Executive Governance Committee. In addition, the Executive Governance Committee shall
review Service Level targets and performance and shall give weight to Client Local Affiliate’s recommendations for continuous
improvement of Service Level targets, based on, among other things, advances in technology.
  
D    Service Level Credits
The amount of Service Level Credits credited to Client Local Affiliate with respect to all Category 1 service level failures
occurring in a single month shall not exceed, in total, [****] of the monthly charges payable in connection with the Schedule
for that month (the “ Service Level Credit Pool – Category 1 ”). The amount of Service Level Credits credited to Client Local
Affiliate with respect to all other service level failures occurring in a single month shall not exceed, in total, [****] of the
monthly charges payable in connection with the Schedule for that month (the “ Service Level Credit Pool – All Other
Categories ”, and together with the Services Level Credit Pool – Category 1, the “ Service Level Credit Pools ”). The Service
Level Credit Pools shall be allocated to various Service Levels as set forth in Attachment C-1 . The parties shall, at least once
annually during the Schedule Term, engage in good faith discussions to determine if any modification to the allocation of the
Service Level Credit Pools set forth in Attachment C-1 are necessary or advisable.
  
E.   Root-Cause Analysis
In the event Ridge Local Affiliate has a Service Level failure that is not insignificant, Ridge Local Affiliate shall perform a root-
cause analysis as described in Section 1.C of the Master Services Agreement. 
  
F.   Excuse
Ridge Local Affiliate shall be excused from performing any Service or obligation hereunder, including, without limitation, the
attainment of any Service Level, if and to the extent Ridge Local Affiliate’s failure to perform such Service or obligation is
caused by Client Local Affiliate’s or its agents’ act or omission, including, without limitation, (a) Client Local Affiliate providing 
incomplete or inaccurate data, specifications or requirements; and (b) failures, errors or defects in facilities, equipment, materials 
or other resources provided by Client Local Affiliate, including, without limitation, telecommunications, hardware, infrastructure
and network connectivity.
  
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                                                        Attachment C-1

                                                             SLAs

The parties shall include a Service Level for development work no later than [****] after the Schedule Effective Date.
  
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                                                           ATTACHMENT D

                                        No Warranty and Limitation on Liability Provisions
                                             Required by Users of Third Party Data

No Warranties
EXCEPT IN CONNECTION WITH CONTRACTS OF THIRD PARTY DATA SUPPLIERS WITHOUT CONTRACTUAL
RESTRICTIONS SIMILAR TO THOSE BELOW, NO THIRD PARTY DATA SUPPLIERS MAKE ANY WARRANTIES,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR ANY OTHER MATTER.

Limitation on Liability
(a) No third party data supplier shall have any liability to Client Local Affiliate, or any other third party, for errors, omissions or
malfunctions in the services provided by such third party data supplier, other than the obligation to endeavor, upon receipt of
notice from Client Local Affiliate, to correct a malfunction, error, or omission in any such services.

(b) Client Local Affiliate acknowledges that the services provided by any third party data supplier are intended for use as an aid
to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning
securities.

Client Local Affiliate accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of
any of the services provided by any third party data supplier, its selection of the use or intended use of such, and any results
obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection
of investors.

(c) Client Local Affiliate shall indemnify Ridge Local Affiliate’s third party data suppliers (including, without limitation, FT
Interactive) against and hold such third party data suppliers harmless from any and all losses, damages, liability, costs,
including, without limitation, attorney’s fees, resulting directly or indirectly from any claim or demand against such third party
data suppliers by a third party arising out of or related to the accuracy or completeness of any services received by Client Local
Affiliate, or any data, information, service, report, analysis or publication derived therefrom. No third party data supplier shall be
liable for any claim or demand against Client Local Affiliate by a third party.

(d) As between a third party data supplier and Client Local Affiliate, neither party shall be liable for (i) any special, indirect or 
consequential damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond its 
control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power
supply, or (iii) any claim that arose more than one (1) year prior to the institution of suit therefor. 
  
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                                                      ATTACHMENT E

                                     DISASTER RECOVERY; BUSINESS CONTINUITY

To be agreed upon by the parties within [****] after the Schedule Effective Date.
  
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                                                      ATTACHMENT F

                                                          REPORTS

To be agreed upon by the parties within [****] after the Schedule Effective Date.
  
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                                                      ATTACHMENT G

                                               RECORD RETENTION POLICY

To be agreed upon by the parties within [****] after the Schedule Effective Date.
  
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