Common use of Equity Retention Clause in Contracts

Equity Retention. (a) Except as otherwise provided herein, the undersigned hereby agree that, without the prior written consent of the Company, the undersigned will not directly or indirectly Transfer all or any part of their respective Pre-IPO Company Securities or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company or Virtu LLC pursuant thereto (the foregoing restrictions are hereinafter referred to as the “Lock-Up Restrictions”). (b) Notwithstanding anything herein to the contrary, the Lock-Up Restrictions shall cease to apply to the Pre-IPO Company Securities as follows: (i) upon the consummation of the IPO, the undersigned, collectively, may Transfer up to 15% of their Pre-IPO Company Securities pursuant to the Equity Purchase Agreement, to the extent such Pre-IPO Company Securities have vested; (ii) on and after the first (1st) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 30% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (iii) on and after the second (2nd) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 45% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (iv) on and after the third (3rd) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 60% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (1) Note to Draft: References to Class B Common Stock and Class D Common Stock applicable only in agreement with Xxxxxxx Xxxxx. (v) on and after the fourth (4th) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 75% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (vi) on and after the fifth (5th) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 90% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; and (vii) on and after the sixth (6th) anniversary of the consummation of the IPO, the Lock-Up Restrictions shall no longer apply, and the undersigned may Transfer any or all of their remaining Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested. For the purposes of this paragraph 2(b), the percentage of Pre-IPO Company Securities permitted to be Transferred shall be determined based on the total number of shares of Class A Common Stock owned by the undersigned and their Permitted Transferees as of the Reorganization Date (including any Pre-IPO Company Securities to be sold thereby pursuant to the Equity Purchase Agreement, but excluding any shares of Class A Common stock underlying awards under the Company MIP made thereto in connection with the IPO (“IPO Grants”)), in each case, determined on an “as-converted” basis based on the number of shares of Class A Common Stock, in the aggregate and without duplication, into which the Pre-IPO Company Securities owned of record thereby (whether vested or unvested) are directly or indirectly convertible or exchangeable; provided that, for the purposes of clause (b)(i) only, such total number of Pre-IPO Company Securities owned by the undersigned and their Permitted Transferees shall be determined based on the number of such Pre-IPO Company Securities that would have been owned thereby as of the Reorganization Date assuming the Midpoint Liquidation Value was the Hypothetical Liquidation Value and the IPO price per share of the Class A Common Stock was the IPO Price Range Midpoint. (c) Notwithstanding anything herein to the contrary, the Lock-Up Restrictions shall not apply to (i) shares of Company Common Stock and any securities then convertible into or exchangeable for shares of Company Common Stock acquired (x) in open market transactions after the completion of the IPO or (y) pursuant to awards under the Company MIP (including any IPO Grants), (ii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Transfer of shares of Company Common Stock; provided that such plan does not provide for the Transfer of shares of Company Common Stock not otherwise permitted pursuant to clause (b) above, (iii) the granting of a revocable proxy to officers or directors of the Company at the request of the board of directors of the Company (the “Board”) in connection with actions to be taken at annual or special meetings of stockholders or in connection with any action by written consent of the stockholders solicited by the Board (at such times as action by written consent of stockholders is permitted under the certificate of incorporation of the Company), (iv) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with the Company and/or its stockholders that (A) is disclosed in writing to the Secretary of the Company, (B) either has a term not exceeding one (1) year or is terminable by the undersigned at any time and (C) does not involve any payment of cash, securities, property or other consideration to the undersigned other than the mutual promise to vote Pre-IPO Company Securities in a designated manner, (v) entering into a customary voting or support agreement (with or without granting a proxy) in connection with any merger, consolidation or other business combination of the Company, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer) (a “Business Combination”), (vi) the fact that the spouse of the Executive possesses or obtains an interest in such holder’s Pre-IPO Company Securities arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a Transfer of such shares of Pre-IPO Company Securities, (vii) any Transfer in connection with, and as contemplated by, the Reorganization Agreement, (viii) any Transfer pursuant to any Business Combination and, to the extent such Business Combination is a Disposition Event (as such term is defined in the certificate of incorporation of the Company), following such Disposition Event (it being understood and agreed that, to the extent such Business Combination is not a Disposition Event, the Lock-Up Restrictions shall continue to apply to any securities into which such Pre-IPO Company Securities are exchanged or converted in such Business Combination), (ix) transfers of Pre-IPO Company Securities to Permitted Transferees; provided that such Permitted Transferee shall have executed and delivered to the Company such instruments as the Company deems necessary or desirable, in its reasonable discretion, to confirm the agreement of such Permitted Transferee to be bound by all the terms and provisions of this letter agreement and that, except as otherwise required by Applicable Law, such Permitted Transferee shall immediately Transfer such Pre-IPO Company Securities and all rights and obligations hereunder to the undersigned or another Permitted Transferee at such time that it ceases to be a Permitted Transferee, (x) the pledge of Pre-IPO Company Securities by the undersigned that creates a mere security interest in such Pre-IPO Company Securities pursuant to a bona fide loan or indebtedness transaction so long as the undersigned continue to exercise sole voting control over such pledged Pre-IPO Company Securities; provided, however, that a foreclosure on such Pre-IPO Company Securities or other similar action by the pledgee shall constitute a Transfer for the purposes of the Lock-Up Restrictions, or (xi) any Exchange (as such term is defined in the Exchange Agreement), it being understood and agreed that any shares of Class [A/B] Common Stock issued in such Exchange shall continue to be subject to the Lock-Up Restrictions. (d) The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Company Common Stock except in compliance with the foregoing restrictions. (e) For the avoidance of doubt, in addition to the Lock-Up Restrictions, (i) any Transfer of Common Units shall be subject to the restrictions on Transfer applicable thereto pursuant to the Virtu LLC Agreement and (ii) the Common Units in which the undersigned have a direct or indirect ownership interest shall be subject to the restrictions on exchange set forth in the Exchange Agreement (collectively, the “Transfer Restrictions”).

Equity Retention. (a) Except as otherwise provided herein, the undersigned hereby agree agrees that, without the prior written consent of the Company, the undersigned will not directly or indirectly Transfer all or any part of their respective his or her Pre-IPO Company Securities or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company or Virtu LLC pursuant thereto (the foregoing restrictions are hereinafter referred to as the “Lock-Up Restrictions”). (b) Notwithstanding anything herein to the contrary, the Lock-Up Restrictions shall cease to apply to the Pre-IPO Company Securities as follows: (i) upon the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to 15% of their his or her Pre-IPO Company Securities pursuant to the Equity Purchase AgreementAgreements, to the extent such Pre-IPO Company Securities have vested; (ii) on and after the first (1st) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 30% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (iii) on and after the second (2nd) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 45% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (iv) on and after the third (3rd) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 60% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (1) Note to Draft: References to Class B Common Stock and Class D Common Stock applicable only in agreement with Xxxxxxx Xxxxx. (v) on and after the fourth (4th) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 75% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (vi) on and after the fifth (5th) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 90% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; and (vii) on and after the sixth (6th) anniversary of the consummation of the IPO, the Lock-Up Restrictions shall no longer apply, and the undersigned may Transfer any or all of their his or her remaining Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested. For the purposes of this paragraph 2(b), the percentage of Pre-IPO Company Securities permitted to be Transferred shall be determined based on the total number of shares of Class A Common Stock owned by the undersigned and their Permitted Transferees as of the Reorganization Date (including any Pre-IPO Company Securities to be sold thereby pursuant to the Equity Purchase AgreementAgreements, but excluding any shares of Class A Common stock underlying awards under the Company MIP made thereto in connection with the IPO (“IPO Grants”)), in each case, determined on an “as-converted” basis based on the number of shares of Class A Common Stock, in the aggregate and without duplication, into which the Pre-IPO Company Securities owned of record thereby (whether vested or unvested) are directly or indirectly convertible or exchangeable; provided that, for the purposes of clause (b)(i) only, such total number of Pre-IPO Company Securities owned by the undersigned and their Permitted Transferees shall be determined based on the number of such Pre-IPO Company Securities that would have been owned thereby as of the Reorganization Date assuming the Midpoint Liquidation Value was the Hypothetical Liquidation Value and the IPO price per share of the Class A Common Stock was the IPO Price Range Midpoint. (c) Notwithstanding anything herein to the contrary, the Lock-Up Restrictions shall not apply to (i) shares of Company Common Stock and any securities then convertible into or exchangeable for shares of Company Common Stock acquired (x) in open market transactions after the completion of the IPO or (y) pursuant to awards under the Company MIP (including any IPO Grants), (ii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Transfer of shares of Company Common Stock; provided that such plan does not provide for the Transfer of shares of Company Common Stock not otherwise permitted pursuant to clause (b) above, (iii) the granting of a revocable proxy to officers or directors of the Company at the request of the board of directors of the Company (the “Board”) in connection with actions to be taken at annual or special meetings of stockholders or in connection with any action by written consent of the stockholders solicited by the Board (at such times as action by written consent of stockholders is permitted under the certificate of incorporation of the Company), (iv) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with the Company and/or its stockholders that (A) is disclosed in writing to the Secretary of the Company, (B) either has a term not exceeding one (1) year or is terminable by the undersigned at any time and (C) does not involve any payment of cash, securities, property or other consideration to the undersigned other than the mutual promise to vote Pre-IPO Company Securities in a designated manner, (v) entering into a customary voting or support agreement (with or without granting a proxy) in connection with any merger, consolidation or other business combination of the Company, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer) (a “Business Combination”), (vi) the fact that the spouse of the Executive undersigned possesses or obtains an interest in such holder’s Pre-IPO Company Securities arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a Transfer of such shares of Pre-IPO Company Securities, (vii) any Transfer in connection with, and as contemplated by, the Reorganization Agreement, (viii) any Transfer pursuant to any Business Combination and, to the extent such Business Combination is a Disposition Event (as such term is defined in the certificate of incorporation of the Company), following such Disposition Event (it being understood and agreed that, to the extent such Business Combination is not a Disposition Event, the Lock-Up Restrictions shall continue to apply to any securities into which such Pre-IPO Company Securities are exchanged or converted in such Business Combination), (ix) transfers of Pre-IPO Company Securities to Permitted Transferees; provided that such Permitted Transferee shall have executed and delivered to the Company such instruments as the Company deems necessary or desirable, in its reasonable discretion, to confirm the agreement of such Permitted Transferee to be bound by all the terms and provisions of this letter agreement and that, except as otherwise required by Applicable Law, such Permitted Transferee shall immediately Transfer such Pre-IPO Company Securities and all rights and obligations hereunder to the undersigned or another Permitted Transferee at such time that it ceases to be a Permitted Transferee, (x) the pledge of Pre-IPO Company Securities by the undersigned that creates a mere security interest in such Pre-IPO Company Securities pursuant to a bona fide loan or indebtedness transaction so long as the undersigned continue to exercise sole voting control over such pledged Pre-IPO Company Securities; provided, however, that a foreclosure on such Pre-IPO Company Securities or other similar action by the pledgee shall constitute a Transfer for the purposes of the Lock-Up Restrictions, or (xi) any Exchange (as such term is defined in the Exchange Agreement), it being understood and agreed that any shares of Class [A/B] Common Stock issued in such Exchange shall continue to be subject to the Lock-Up Restrictions. (d) The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Company Common Stock except in compliance with the foregoing restrictions. (e) For the avoidance of doubt, in addition to the Lock-Up Restrictions, (i) any Transfer of Virtu Employee Holdco Common Units shall be subject to the restrictions on Transfer applicable thereto pursuant to the Virtu Employee Holdco LLC Agreement and (ii) the attributable Common Units in which the undersigned have a direct or has an indirect ownership interest shall be subject to the restrictions on exchange set forth in the Exchange Agreement (collectively, the “Transfer Restrictions”); provided that, the Lock-Up Restrictions shall not preclude the undersigned from delivering a Transfer Election (as such term is defined in the Virtu Employee Holdco LLC Agreement) in connection with an Exchange (as such term is defined in the Exchange Agreement), so long as such Exchange is not consummated prior to the date the undersigned would be entitled to Transfer the shares of Class A Common Stock issuable in such Exchange in accordance with the Lock-Up Restrictions.

Equity Retention. (a) Except as otherwise provided herein, the undersigned hereby agree that, without the prior written consent of the Company, the undersigned will not directly or indirectly Transfer all or any part of their respective Pre-IPO Company Securities or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company or Virtu LLC pursuant thereto (the foregoing restrictions are hereinafter referred to as the “Lock-Up Restrictions”). (b) Notwithstanding anything herein to the contrary, the Lock-Up Restrictions shall cease to apply to the Pre-IPO Company Securities as follows: (i) upon the consummation of the IPO, the undersigned, collectively, may Transfer up to 15% of their Pre-IPO Company Securities pursuant to the Equity Purchase Agreement, to the extent such Pre-IPO Company Securities have vested; (ii) on and after the first (1st) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 30% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (iii) on and after the second (2nd) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 45% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (iv) on and after the third (3rd) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 60% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (1) Note to Draft: References to Class B Common Stock and Class D Common Stock applicable only in agreement with Xxxxxxx Xxxxx. (v) on and after the fourth (4th) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 75% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (vi) on and after the fifth (5th) anniversary of the consummation of the IPO, the undersigned, collectively, may Transfer up to a cumulative 90% of their Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; and (vii) on and after the sixth (6th) anniversary of the consummation of the IPO, the Lock-Up Restrictions shall no longer apply, and the undersigned may Transfer any or all of their remaining Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested. For the purposes of this paragraph 2(b), the percentage of Pre-IPO Company Securities permitted to be Transferred shall be determined based on the total number of shares of Class A Common Stock owned by the undersigned and their Permitted Transferees as of the Reorganization Date (including any Pre-IPO Company Securities to be sold thereby pursuant to the Equity Purchase Agreement, but excluding any shares of Class A Common stock underlying awards under the Company MIP made thereto in connection with the IPO (“IPO Grants”)), in each case, determined on an “as-converted” basis based on the number of shares of Class A Common Stock, in the aggregate and without duplication, into which the Pre-IPO Company Securities owned of record thereby (whether vested or unvested) are directly or indirectly convertible or exchangeable; provided that, for the purposes of clause (b)(i) only, such total number of Pre-IPO Company Securities owned by the undersigned and their Permitted Transferees shall be determined based on the number of such Pre-IPO Company Securities that would have been owned thereby as of the Reorganization Date assuming the Midpoint Liquidation Value was the Hypothetical Liquidation Value and the IPO price per share of the Class A Common Stock was the IPO Price Range Midpoint. (c) Notwithstanding anything herein to the contrary, the Lock-Up Restrictions shall not apply to (i) shares of Company Common Stock and any securities then convertible into or exchangeable for shares of Company Common Stock acquired (x) in open market transactions after the completion of the IPO or (y) pursuant to awards under the Company MIP (including any IPO Grants), (ii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Transfer of shares of Company Common Stock; provided that such plan does not provide for the Transfer of shares of Company Common Stock not otherwise permitted pursuant to clause (b) above, (iii) the granting of a revocable proxy to officers or directors of the Company at the request of the board of directors of the Company (the “Board”) in connection with actions to be taken at annual or special meetings of stockholders or in connection with any action by written consent of the stockholders solicited by the Board (at such times as action by written consent of stockholders is permitted under the certificate of incorporation of the Company), (iv) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with the Company and/or its stockholders that (A) is disclosed in writing to the Secretary of the Company, (B) either has a term not exceeding one (1) year or is terminable by the undersigned at any time and (C) does not involve any payment of cash, securities, property or other consideration to the undersigned other than the mutual promise to vote Pre-IPO Company Securities in a designated manner, (v) entering into a customary voting or support agreement (with or without granting a proxy) in connection with any merger, consolidation or other business combination of the Company, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer) (a “Business Combination”), (vi) the fact that the spouse of the Executive possesses or obtains an interest in such holder’s Pre-IPO Company Securities arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a Transfer of such shares of Pre-IPO Company Securities, (vii) any Transfer in connection with, and as contemplated by, the Reorganization Agreement, (viii) any Transfer pursuant to any Business Combination and, to the extent such Business Combination is a Disposition Event (as such term is defined in the certificate of incorporation of the Company), following such Disposition Event (it being understood and agreed that, to the extent such Business Combination is not a Disposition Event, the Lock-Up Restrictions shall continue to apply to any securities into which such Pre-IPO Company Securities are exchanged or converted in such Business Combination), (ix) transfers of Pre-IPO Company Securities to Permitted Transferees; provided that such Permitted Transferee shall have executed and delivered to the Company such instruments as the Company deems necessary or desirable, in its reasonable discretion, to confirm the agreement of such Permitted Transferee to be bound by all the terms and provisions of this letter agreement and that, except as otherwise required by Applicable Law, such Permitted Transferee shall immediately Transfer such Pre-IPO Company Securities and all rights and obligations hereunder to the undersigned or another Permitted Transferee at such time that it ceases to be a Permitted Transferee, (x) the pledge of Pre-IPO Company Securities by the undersigned that creates a mere security interest in such Pre-IPO Company Securities pursuant to a bona fide loan or indebtedness transaction so long as the undersigned continue to exercise sole voting control over such pledged Pre-IPO Company Securities; provided, however, that a foreclosure on such Pre-IPO Company Securities or other similar action by the pledgee shall constitute a Transfer for the purposes of the Lock-Up Restrictions, or (xi) any Exchange (as such term is defined in the Exchange Agreement), it being understood and agreed that any shares of Class [A/B] Common Stock issued in such Exchange shall continue to be subject to the Lock-Up Restrictions. (d) The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Company Common Stock except in compliance with the foregoing restrictions. (e) For the avoidance of doubt, in addition to the Lock-Up Restrictions, (i) any Transfer of Common Units shall be subject to the restrictions on Transfer applicable thereto pursuant to the Virtu LLC Agreement and (ii) the Common Units in which the undersigned have a direct or indirect ownership interest shall be subject to the restrictions on exchange set forth in the Exchange Agreement (collectively, the “Transfer Restrictions”).

Equity Retention. (a) Except as otherwise provided herein, the undersigned hereby agree agrees that, without the prior written consent of the Company, the undersigned will not directly or indirectly Transfer all or any part of their respective his or her Pre-IPO Company Securities or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company or Virtu LLC pursuant thereto (the foregoing restrictions are hereinafter referred to as the “Lock-Up Restrictions”). (b) Notwithstanding anything herein to the contrary, the Lock-Up Restrictions shall cease to apply to the Pre-IPO Company Securities as follows: (i) upon the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to 15% of their his or her Pre-IPO Company Securities pursuant to the Equity Purchase AgreementAgreements, to the extent such Pre-IPO Company Securities have vested; (ii) on and after the first (1st) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 30% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (iii) on and after the second (2nd) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 45% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (iv) on and after the third (3rd) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 60% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (1) Note to Draft: References to Class B Common Stock and Class D Common Stock applicable only in agreement with Xxxxxxx Xxxxx. (v) on and after the fourth (4th) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 75% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (vi) on and after the fifth (5th) anniversary of the consummation of the IPO, the undersigned, collectively, undersigned may Transfer up to a cumulative 90% of their his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; and (vii) on and after the sixth (6th) anniversary of the consummation of the IPO, the Lock-Up Restrictions shall no longer apply, and the undersigned may Transfer any or all of their his or her remaining Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested. For the purposes of this paragraph 2(b), the percentage of Pre-IPO Company Securities permitted to be Transferred shall be determined based on the total number of shares of Class A Common Stock owned by the undersigned and their Permitted Transferees as of the Reorganization Date (including any Pre-IPO Company Securities to be sold thereby pursuant to the Equity Purchase AgreementAgreements, but excluding any shares of Class A Common stock underlying awards under the Company MIP made thereto in connection with the IPO (“IPO Grants”)), in each case, determined on an “as-converted” basis based on the number of shares of Class A Common Stock, in the aggregate and without duplication, into which the Pre-IPO Company Securities owned of record thereby (whether vested or unvested) are directly or indirectly convertible or exchangeable; provided that, for the purposes of clause (b)(i) only, such total number of Pre-IPO Company Securities owned by the undersigned and their Permitted Transferees shall be determined based on the number of such Pre-IPO Company Securities that would have been owned thereby as of the Reorganization Date assuming the Midpoint Liquidation Value was the Hypothetical Liquidation Value and the IPO price per share of the Class A Common Stock was the IPO Price Range Midpoint. (c) Notwithstanding anything herein to the contrary, the Lock-Up Restrictions shall not apply to (i) shares of Company Common Stock and any securities then convertible into or exchangeable for shares of Company Common Stock acquired (x) in open market transactions after the completion of the IPO or (y) pursuant to awards under the Company MIP (including any IPO Grants), (ii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Transfer of shares of Company Common Stock; provided that such plan does not provide for the Transfer of shares of Company Common Stock not otherwise permitted pursuant to clause (b) above, (iii) the granting of a revocable proxy to officers or directors of the Company at the request of the board of directors of the Company (the “Board”) in connection with actions to be taken at annual or special meetings of stockholders or in connection with any action by written consent of the stockholders solicited by the Board (at such times as action by written consent of stockholders is permitted under the certificate of incorporation of the Company), (iv) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with the Company and/or its stockholders that (A) is disclosed in writing to the Secretary of the Company, (B) either has a term not exceeding one (1) year or is terminable by the undersigned at any time and (C) does not involve any payment of cash, securities, property or other consideration to the undersigned other than the mutual promise to vote Pre-IPO Company Securities in a designated manner, (v) entering into a customary voting or support agreement (with or without granting a proxy) in connection with any merger, consolidation or other business combination of the Company, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer) (a “Business Combination”), (vi) the fact that the spouse of the Executive undersigned possesses or obtains an interest in such holder’s Pre-IPO Company Securities arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a Transfer of such shares of Pre-IPO Company Securities, (vii) any Transfer in connection with, and as contemplated by, the Reorganization Agreement, (viii) any Transfer pursuant to any Business Combination and, to the extent such Business Combination is a Disposition Event (as such term is defined in the certificate of incorporation of the Company), following such Disposition Event (it being understood and agreed that, to the extent such Business Combination is not a Disposition Event, the Lock-Up Restrictions shall continue to apply to any securities into which such Pre-IPO Company Securities are exchanged or converted in such Business Combination), (ix) transfers of Pre-IPO Company Securities to Permitted Transferees; provided that such Permitted Transferee shall have executed and delivered to the Company such instruments as the Company deems necessary or desirable, in its reasonable discretion, to confirm the agreement of such Permitted Transferee to be bound by all the terms and provisions of this letter agreement and that, except as otherwise required by Applicable Law, such Permitted Transferee shall immediately Transfer such Pre-IPO Company Securities and all rights and obligations hereunder to the undersigned or another Permitted Transferee at such time that it ceases to be a Permitted Transferee, (x) the pledge of Pre-IPO Company Securities by the undersigned that creates a mere security interest in such Pre-IPO Company Securities pursuant to a bona fide loan or indebtedness transaction so long as the undersigned continue to exercise sole voting control over such pledged Pre-IPO Company Securities; provided, however, that a foreclosure on such Pre-IPO Company Securities or other similar action by the pledgee shall constitute a Transfer for the purposes of the Lock-Up Restrictions, or (xi) any Exchange (as such term is defined in the Exchange Agreement), it being understood and agreed that any shares of Class [A/B] Common Stock issued in such Exchange shall continue to be subject to the Lock-Up Restrictions. (d) The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Company Common Stock except in compliance with the foregoing restrictions. (e) For the avoidance of doubt, in addition to the Lock-Up Restrictions, (i) any Transfer of Virtu Employee Holdco Common Units shall be subject to the restrictions on Transfer applicable thereto pursuant to the Virtu Employee Holdco LLC Agreement, (ii) any Transfer of East MIP Interests shall be subject to the restrictions on Transfer applicable thereto pursuant to the East MIP LLC Agreement and (iiiii) the attributable Common Units in which the undersigned have a direct or has an indirect ownership interest shall be subject to the restrictions on exchange set forth in the Exchange Agreement (collectively, the “Transfer Restrictions”); provided that, the Lock-Up Restrictions shall not preclude the undersigned from delivering a Transfer Election (as such term is defined in the Virtu Employee Holdco LLC Agreement) in connection with an Exchange (as such term is defined in the Exchange Agreement), so long as such Exchange is not consummated prior to the date the undersigned would be entitled to Transfer the shares of Class A Common Stock issuable in such Exchange in accordance with the Lock-Up Restrictions.