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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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Chapter 11 Case No. 13-10061 (PJW) (Jointly Administered)

In re: PENSON WORLDWIDE, INC., et al., Debtors.1

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FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019 VERIFIED STATEMENT OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP Fried, Frank, Harris, Shriver & Jacobson LLP (Fried Frank), in connection with its representation of certain holders of (i) the 12.50% Senior Second Lien Secured Notes due 2017 (the Second Lien Notes) issued by Penson Worldwide, Inc. and guaranteed by SAI Holdings, Inc. and Penson Holdings, Inc. submits this Federal Rule of Bankruptcy Procedure 2019 verified statement (the Verified Statement) and respectfully states as follows: 1. As of the date of this Verified Statement, Fried Frank represents certain holders of

the Second Lien Notes identified in Exhibit A attached hereto (with its affiliates, each a Holder) in connection with the above-captioned chapter 11 cases (the Chapter 11 Cases). Fried Frank does not represent or purport to represent any entities other than the Holders in connection with the Chapter 11 Cases. The Holders do not represent or purport to represent any entities in connection with the Chapter 11 Cases. 2. In February 2012, certain Holders of the Second Lien Notes engaged Fried Frank to

represent them in connection with the Second Lien Notes. Since that time, certain other holders

The Debtors in these cases, along with the last four digits of each Debtors federal tax identification number, are: Penson Worldwide, Inc. (6356); SAI Holdings, Inc. (3657); Penson Financial Services, Inc. (3990); Penson Financial Futures, Inc. (6207); Penson Holdings, Inc. (4821); Penson Execution Services, Inc. (9338); Nexa Technologies, Inc. (7424); GHP1, Inc. (1377); GHP2, LLC (1374); and Penson Futures (6207).

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have entered into and left the engagement. As of the date of this Verified Statement, Fried Frank represents only the Holders identified on Exhibit A. 3. Each Holder holds claims or manages accounts that hold claims against the Debtors

estates arising from the purchase of the Second Lien Notes. With respect to certain of the Holders, their economic interests in relation to Penson Worldwide, Inc. have changed since the date of the Holders retention of Fried Frank, including since the petition date. The address and nature and amount of each Holders disclosable economic interest held in relation to the Debtors as of the date hereof is set forth on Exhibit A. Further, in addition to the economic interests set forth in Exhibit A, each Holder may have claims against the Debtors arising out of the Debtors misleading public statements and financial reports. The information contained in Exhibit A is based upon information provided by the Holders to Fried Frank and is subject to change. 4. Neither the filing of this Verified Statement nor any subsequent appearance,

pleading, claim, or suit is intended or shall be deemed to waive: (i) the right to have orders in non-core matters entered only after de novo review by a district court; (ii) the right to trial by jury in any proceeding so triable in any case, controversy or adversary proceeding; or (iii) the right to have the reference withdrawn in any matter subject to mandatory or discretionary withdrawal of the Holders. In addition, all other rights, claims, actions, defenses, setoffs, or recoupments to which each Holder is or may be entitled under agreements, in law, or in equity, all of which rights, claims, actions, defenses, setoffs, and recoupments are expressly reserved, and nothing contained in this Verified Statement (or the exhibits hereto) should be construed as a limitation upon, or waiver of, any Holders rights to assert, file and/or amend its claims in accordance with applicable law and any orders entered in these cases.

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5.

The undersigned verifies under penalty of perjury that the foregoing is true and

correct to the best of his knowledge and belief.

Dated: New York, New York February 1, 2013

Respectfully Submitted, FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP By: /s/ Gary Kaplan Gary Kaplan, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004-1980 Phone: 212.859.8000 Facsimile: 212.859.4000 Attorneys for the Holders

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EXHIBIT A

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Name of Creditor Funds and accounts under management by Fidelity Management & Research Company Funds and accounts under management by Highland Capital Management, L.P. Funds and accounts under management by Knighthead Capital Management, LLC Funds and accounts under management by Pine River Capital Management, LP

Address of Creditor 82 Devonshire Street, V13H Boston, Massachusetts 02109

Nature and Amount of Disclosable Economic Interest: $21,101,000 in principal amount of Second Lien Notes

300 Crescent Court, Suite 700 Dallas, TX 75201 1140 Avenue of the Americas 12th Floor New York, New York 10036 601 Carlson Parkway, Suite 330 Minnetonka, Minnesota 55305

$20,540,000 in principal amount of Second Lien Notes $15,250,000 in principal amount of Second Lien Notes

$11,980,000 in principal amount of Second Lien Notes $2,000,000 in principal amount of 8.0% Convertibles Notes due 2014 (short position) $19,750,000 in principal amount of Second Lien Notes

Funds and accounts under management by Redwood Capital Management, LLC

910 Sylvan Ave., Englewood Cliffs, New Jersey 07632