EXHIBIT 2.1
Opus Trading Fund LLC
Quantitative Trading Strategies LLC
Schonfeld Securities LLC
Schonfeld Group Holdings LLC
October 8, 2007
SAI
Holdings, Inc.
Penson Financial Services, Inc.
1700 Pacific Avenue, Suite 1400
Dallas, TX 75201
Gentlemen:
Reference is made to that certain
Asset Purchase Agreement as executed and with all amendments, if
any, thereto (the “Opus Purchase Agreement”) dated as
of March 30, 2007 whereby, as of the close of business on
March 30, 2007, Quantitative Trading Strategies LLC
(“QTS”) sold and transferred substantially all of its
assets (consisting of trading accounts (including the securities
positions held therein), certain leasehold improvements, certain
computer equipment, goodwill and all intangible personal property
(including intellectual property)) to Opus Trading Fund LLC
(“Opus”). QTS hereby represents and warrants that,
pursuant to the terms of the Opus Purchase Agreement, QTS sold and
transferred such assets held by it (i) as of March 30,
2007, and (ii) during the term of that certain Fully Disclosed
Clearing Agreement between Penson Financial Services, Inc.
(“Penson”) and QTS. Opus hereby represents and warrants
that it received all such assets purported to be transferred under
the Opus Purchase Agreement. Opus further represents and warrants
that each of the representations and warranties of Opus contained
in that certain Fully Disclosed Clearing Agreement between Opus and
Penson dated as of November 20, 2006 are true and correct in
all respects with the same force and effect as if made as of the
date hereof (other than such representations and warranties made as
of another date, which are true and correct as of such date).
Each of Schonfeld Group Holdings LLC
(“Group”) and Schonfeld Securities LLC
(“SSLLC”) hereby represents and warrants that each of
the representations and warranties of Group and SSLLC contained in
the Asset Purchase Agreement between SAI Holdings, Inc.
(“SAI”) and SSLLC dated as of November 20, 2006
(the “SAI Purchase Agreement”) are true and correct in
all material respects (without giving effect to any exception for
“Material Adverse Effect” or other qualifier using the
term “material” or any variation thereof) with the same
force and effect as if made as of the date hereof (other than such
representations and warranties made as of another date, which are
true and correct as of such date).
Based upon the above representations,
warranties and covenants of each of QTS, Opus, SSLLC and Group, the
parties hereto hereby agree as follows:
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Each of Penson and SAI hereby consents to the sale of QTS to
Quantitative Research and Trading, L.P. (“QRT”). |
