AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC., ORCHESTRA MERGER SUB, INC. and KCG HOLDINGS, INC. Dated as of April 20, 2017Agreement and Plan of Merger • April 21st, 2017 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2017 (this “Agreement”), is by and among Virtu Financial, Inc., a Delaware corporation (“Parent”), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Parties”), and KCG Holdings, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties” and each, a “Party”).
GETCO Financing Escrow LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
GETCO Financing Escrow LLC, a Delaware limited liability company (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated May 21, 2013 (the “Purchase Agreement”), by and among the Company, GETCO Holding Company, LLC (“GETCO”) and Jefferies LLC, as representative of the Initial Purchasers (the “Representative”), $305,000,000 aggregate principal amount of 8.250% Senior Secured Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”).
INTERCREDITOR AGREEMENT dated as of July 1, 2013 among KCG HOLDINGS, INC., as Company JEFFERIES FINANCE LLC, as First Lien Collateral Agent and THE BANK OF NEW YORK MELLON, as Second Lien Collateral AgentIntercreditor Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of July 1, 2013, and entered into by and among Jefferies Finance LLC, in its capacity as collateral agent for the holders of the First Lien Obligations (as defined below), including its successors and assigns from time to time (in such capacity, the “First Lien Collateral Agent”) and The Bank of New York Mellon (“BNYM”), in its capacity as collateral agent for the holders of the Second Lien Obligations (as defined below), including its successors and assigns from time to time (in such capacity, the “Second Lien Collateral Agent”) and acknowledged and agreed to by KCG Holdings, Inc. (the “Company”) and the other Grantors (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
KCG Holdings, Inc. PURCHASE AGREEMENTPurchase Agreement • March 16th, 2015 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
KCG Holdings, Inc., a Delaware corporation (the “Company”), and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:
SECURITY AGREEMENT By KCG HOLDINGS, INC. as Issuer and THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON, as Collateral Agent and as Trustee Dated as of March 13, 2015Security Agreement • March 16th, 2015 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This Security Agreement, dated as of March 13, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by the Guarantors from time to time party hereto by execution of this Agreement or otherwise by execution of a Joinder Agreement (the “Guarantors”) and KCG Holdings, Inc., a Delaware corporation (the “Issuer”), as pledgors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York Mellon, in its capacities as Trustee and as collateral agent (together with any successor thereto, the “Collateral Agent” for the benefit of the Notes Secured Parties (as defined in the Indenture referred to below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 15th, 2013 • Knight Holdco, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of December 19, 2012 (the “Agreement”), between Knight Capital Group, Inc., a Delaware corporation (“Knight”), and the undersigned (the “Holder”), a unitholder of GETCO Holding Company, LLC, a Delaware limited liability company (“GETCO”).
LEASE between BOP ONE NORTH END LLC, as Landlord, and KCG HOLDINGS, INC., as Tenant, Dated as of July 31, 2015Lease • November 6th, 2015 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
EXPANSION OPTIONS: Tenant has a right of first offer with respect to (i) a portion of the rentable area of the second (2nd) floor of the Building and (ii) the balance of the rentable area of the twelfth (12th) floor of the Building, subject to terms and conditions set forth in the Lease.
Re: Separation AgreementLetter Agreement • July 24th, 2017 • Virtu KCG Holdings LLC • Security brokers, dealers & flotation companies • New York
This letter agreement (this “Agreement”) sets forth the terms of your departure from KCG Holdings, Inc. (collectively with its subsidiaries and affiliates, the “Company”), which shall be contingent and effective on the Closing Date, as that term is defined in the Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu Financial, Inc. (“Virtu”), Orchestra Merger Sub, Inc. and KCG Holdings, Inc. (as may be amended from time to time, the “Merger Agreement”). This Agreement shall only become effective upon the occurrence of the Closing (as defined in the Merger Agreement) and no party hereto shall have any obligations hereunder unless and until the Closing occurs. If the Merger Agreement is terminated prior to the occurrence of the Closing, then this Agreement shall be void ab initio and be of no force and effect.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 1, 2013 by and among KCG Holdings, Inc., a Delaware corporation (the “Company”) and the parties identified as the “Holders” on the signature page hereto (each, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 12 hereof.
July 1, 2013Letter Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This letter agreement (“Agreement”) sets forth the terms of your employment with KCG Holdings, Inc., a Delaware corporation (the “Company”) and its affiliates (together, the “Group”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 15th, 2013 • Knight Holdco, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of December 19, 2012 (the “Agreement”), between GETCO Holding Company, LLC, a Delaware limited liability company (“GETCO”), and the undersigned, a stockholder (the “Holder”) of Knight Capital Group, Inc., a Delaware corporation (“Knight”).
AIRCRAFT TIMESHARING AGREEMENTAircraft Timesharing Agreement • May 12th, 2014 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies
THIS AIRCRAFT TIME SHARE AGREEMENT is made and entered as of April 17, 2014, between Redmont Holdings LLC (“Lessor”), whose address is 3536 Redmont Road, Birmingham, AL 35213 and KCG Holdings, Inc. (“Lessee”), with offices at 545 Washington Boulevard, Jersey City, NJ 07310.
CREDIT AGREEMENT dated as of July 1, 2013, among KCG HOLDINGS, INC., as Borrower, and THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Documentation Agent, Administrative Agent and Collateral Agent, and JEFFERIES FINANCE LLC and GOLDMAN SACHS...Intercreditor Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of July 1, 2013, among KCG Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), Jefferies Finance LLC as documentation agent for the Lenders (in such capacity, the “Documentation Agent”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and as syndication agent (in such capacity, the “Syndication Agent”), and Jefferies Finance LLC and Goldman Sachs Bank USA, as joint lead arrangers (in such capacity, the “Arrangers”) and as joint book managers (in such capacity, the “Book Managers”).
MASTER AGREEMENT TO LEASE EQUIPMENTMaster Agreement • May 12th, 2014 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • California
THIS MASTER AGREEMENT TO LEASE EQUIPMENT (this “Agreement”) is entered into as of March 10, 2014, by and between CISCO SYSTEMS CAPITAL CORPORATION (“Lessor”), having its principal place of business at 170 West Tasman Drive, Mailstop SJC-13, 3rd Floor, San Jose, California 95134 and KCG AMERICAS, LLC, a Delaware limited liability company (“Lessee”), having its principal place of business at 545 Washington Blvd., Jersey City, NJ 07310.
Re: Employment AgreementLetter Agreement • January 6th, 2015 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This letter agreement (“Agreement”) sets forth the terms of your employment with KCG Holdings, Inc., a Delaware corporation (the “Company”) and its affiliates (together, the “Group”).
SECURITIES PURCHASE AGREEMENT between KNIGHT CAPITAL GROUP, INC. and BATS GLOBAL MARKETS, INC. Dated January 27, 2015Securities Purchase Agreement • January 29th, 2015 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
SECURITIES PURCHASE AGREEMENT, dated January 27, 2015 (this “Agreement”), between Knight Capital Group, Inc., a Delaware corporation (“Seller”), and BATS Global Markets, Inc., a Delaware corporation (“Purchaser”).
WITHOUT PREJUDICE & SUBJECT TO CONTRACT SETTLEMENT AGREEMENTSettlement Agreement • July 24th, 2017 • Virtu KCG Holdings LLC • Security brokers, dealers & flotation companies • England and Wales
GETCO Financing Escrow LLCRegistration Rights Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies
Reference is made to the Registration Rights Agreement dated as of June 5, 2013, among GETCO Financing Escrow LLC (the “Company”) and Jefferies LLC, as representative of the Initial Purchasers. Capitalized terms used in this joinder agreement without definition have the respective meanings given to them in the Registration Rights Agreement.
KCG HOLDINGS, INC. DEFERRED CASH AWARD AGREEMENTAward Agreement • May 8th, 2017 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • Delaware
This Award Agreement (this “Agreement”) governs your 2016 deferred cash award (the “Deferred Cash Award”) granted to you by KCG Holdings, Inc. (together with the Group Companies, the “Company”) as part of your discretionary compensation for services provided during 2016 and as an incentive for you to remain in employment and provide services to the Company or any Affiliate of the Company through the Vesting Dates listed above. You should read carefully this Agreement, including Annex A, which contains definitions for certain capitalized terms that are not defined in the body of this Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2014 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • Illinois
This First Amendment to Credit Agreement (the “Amendment”) is entered into as of October 24, 2013 by and among Octeg, LLC, an Illinois limited liability company (“Octeg”), Knight Capital Americas LLC, a Delaware limited liability company (“KCA”, and together with Octeg, collectively, the “Borrowers”), KCG Holdings, Inc., a Delaware corporation (the “Parent” and together with the Borrowers, the “Loan Parties”), as Guarantor, the several financial institutions party to this Amendment, as Lenders, and BMO Harris Bank N.A., as Administrative Agent (the “Agent”).
KCG HOLDINGS, INC. DEFERRED CASH AWARD AGREEMENTAward Agreement • May 8th, 2017 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • Delaware
This Award Agreement (this “Agreement”) governs your 2016 deferred cash award (the “Deferred Cash Award”) granted to you by KCG Holdings, Inc. (the “Company”) as part of your discretionary compensation for services provided during 2016 and as an incentive for you to remain in employment and provide services to the Company or any Affiliate of the Company through the Vesting Dates listed above. You should read carefully this Agreement, which includes Annex A (containing Applicable Restrictive Covenants described in more detail under Section 6) and Annex B (containing definitions for certain capitalized terms that are not defined in the body of this Agreement).
MASTER LEASE AGREEMENT No. 11093 BETWEENMaster Lease Agreement • May 12th, 2014 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies
This Amendment (the “Amendment”) to the Master Lease Agreement No. 11093 (the “Master Lease”) by and between Cisco Systems Capital Corporation (“Lessor”), a Nevada corporation having its principal place of business at 170 West Tasman Drive, Mailstop SJC-13, 3rd Floor, San Jose, California 95134, and KCG Americas LLC, a Delaware limited liability company (“Lessee”) having its principal place of business at 545 Washington Blvd., Jersey City, NJ 07310, is entered into as of the date of the last signature below (the “Effective Date”). Unless expressly provided for herein, capitalized terms not otherwise defined herein have the meanings specified in the Master Lease.
KCG HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies
This Restricted Stock Unit Agreement, including Exhibit A (collectively, the “Agreement”) is executed and delivered as of the Grant Date by and between KCG Holdings, Inc., any successor entity and its predecessor, Knight Capital Group, Inc. (collectively, the “Company”) and the Grantee. The Grantee and the Company hereby agree as follows:
KNIGHT CAPITAL GROUP, INC.Merger Agreement • April 15th, 2013 • Knight Holdco, Inc. • Security brokers, dealers & flotation companies
This letter sets forth our understanding with respect to your continued service to Knight Capital Group, Inc. (the “Company”) as Chief Executive Officer and Chairman. In recognition of the fact that your employment letter agreement with the Company, dated as of March 31, 2009 (the “Letter Agreement”), is scheduled to expire effective December 31, 2012 and in consideration of the desire of the Board of Directors of the Company (the “Board”) to ensure your continued and dedicated service to the Company following the date hereof and through at least the consummation of the proposed transactions between the Company and GETCO Holding Company, LLC as contemplated by the Agreement and Plan of Merger by and among GETCO Holding Company, LLC, the Company and the other entities listed in the recitals to such agreement, dated as of December 19, 2012, the Board has determined that it is in the best interests of the Company and its shareholders to extend the term of the Letter Agreement and to provi
CREDIT AGREEMENT DATED AS OF JULY 1, 2013 AMONG OCTEG, LLC KNIGHT CAPITAL AMERICAS LLC, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BMO HARRIS BANK N.A. AS ADMINISTRATIVE AGENT, AND JPMORGAN CHASE BANK...Credit Agreement • July 2nd, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • Illinois
This Credit Agreement is entered into as of July 1, 2013, by and among Octeg, LLC, an Illinois limited liability company (“Octeg”), Knight Capital Americas LLC, a Delaware limited liability company (“KCA”, and together with Octeg, collectively, the “Borrowers” and individually, the “Borrower”), KCG Holdings, Inc., a Delaware corporation (the “Parent”), as Guarantor, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO HARRIS BANK N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 1, 2013, among GETCO Holding Company, LLC, GETCO Trading LLC, Global Colocation Services LLC, Blink Trading LLC, Knight Capital Group, Inc., Knight Capital Holdings LLC, Knight Fixed Income Holdings LLC, Knight Hotspot FX LLC, Knight Libertas Holdings LLC, Knight Quantitative Trading LLC, Hotspot FX Holdings, Inc. (the “Guaranteeing Subsidiaries”), each subsidiaries of KCG Holdings, Inc., a Delaware corporation (“KCG”) and successor to GETCO Financing Escrow LLC, a Delaware limited liability company (the “Company”), KCG and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
Separation Agreement Dear Steve,Letter Agreement • November 12th, 2014 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This letter agreement (this “Agreement”) sets forth the terms of your departure from KCG Holdings, Inc., a Delaware corporation (the “Company” and, together with its affiliates, “KCG”) and the additional advisory services you have agreed to provide.
Re: Separation AgreementLetter Agreement • July 24th, 2017 • Virtu KCG Holdings LLC • Security brokers, dealers & flotation companies • New York
This letter agreement (this “Agreement”) sets forth the terms of your departure from KCG Holdings, Inc. (collectively with its subsidiaries and affiliates, the “Company”), which shall be contingent and effective on the Closing Date, as that term is defined in the Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu Financial, Inc. (“Virtu”), Orchestra Merger Sub, Inc. and KCG Holdings, Inc. (as may be amended from time to time, the “Merger Agreement”). This Agreement shall only become effective upon the occurrence of the Closing (as defined in the Merger Agreement) and no party hereto shall have any obligations hereunder unless and until the Closing occurs. If the Merger Agreement is terminated prior to the occurrence of the Closing, then this Agreement shall be void ab initio and be of no force and effect.
CREDIT AGREEMENT DATED AS OF JUNE 5, 2015 AMONG KCG AMERICAS LLC, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BMO HARRIS BANK N.A., as Administrative Agent, AND BANK OF AMERICA, N.A. as Syndication Agent...Credit Agreement • June 9th, 2015 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • Illinois
This Credit Agreement is entered into as of June 5, 2015, by and among KCG Americas LLC, a Delaware limited liability company (f/k/a Knight Capital Americas LLC and as successor by merger to Octeg, LLC, and shall be referred to herein as, the “Borrower”), KCG Holdings, Inc., a Delaware corporation (the “Parent”), as Guarantor, the several financial institutions from time to time party to this Agreement, as Lenders, as provided for herein, and BMO HARRIS BANK N.A., as Administrative Agent, as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
GUARANTYGuaranty • May 12th, 2014 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • California
THIS GUARANTY (this “Guaranty”) is executed as of March 13, 2014, by KCG HOLDINGS, INC. a Delaware corporation (“Guarantor”) to and for the benefit of CISCO SYSTEMS CAPITAL CORPORATION, a Nevada corporation (“CSCC”).
Re: Separation AgreementLetter Agreement • April 2nd, 2015 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This letter agreement (this “Agreement”) sets forth the terms of your departure from KCG Holdings, Inc., a Delaware corporation (the “Company” and, together with its affiliates, “KCG”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 2nd, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 1, 2013, among KCG Holdings, Inc. (“KCG”), Knight Capital Group, Inc. (the “Company”) and The Bank of New York Mellon (the “Trustee”), as trustee, under the Base Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Base Indenture.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • October 16th, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 15, 2013, by and among KCG Holdings, Inc. (the “Company”), the Guarantors (as defined below) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENTCredit Agreement • October 16th, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of October 15, 2013, among KCG HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement referred to below), the Lenders (as defined in the Credit Agreement referred to below) party hereto and JEFFERIES FINANCE LLC, as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
KCG HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • Delaware
This agreement, including Exhibit A (collectively, the “Agreement”), is made as of «Grant_Date» (the “Grant Date”), by and between KCG Holdings, Inc., any successor entity and its predecessor, Knight Capital Group, Inc. (collectively, the “Company”) and «First_Name» «Last_Name» (the “Grantee”).
