LOCK-UP AGREEMENT Virtu Financial, Inc. Lock-Up Agreement May 14, 2019Lock-Up Agreement • May 21st, 2019 • Viola Vincent J • Security brokers, dealers & flotation companies
The undersigned understands that Morgan Stanley & Co. LLC and Sandler O’Neill & Partners, L.P., as Representatives (together, the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Virtu Financial, Inc., a Delaware corporation (the “Company”) and Virtu Financial LLC, a Delaware limited liability company (the “LLC”), providing for a public offering of shares of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”). The undersigned further understands that the Company is authorized to issue, in addition to the Class A Common Stock, shares of Class B common stock, par value $0.00001 per share (the “Class B Common Stock”), shar
Virtu Financial, Inc. Class A Common Stock, Par Value $0.00001 Underwriting AgreementUnderwriting Agreement • May 15th, 2018 • Viola Vincent J • Security brokers, dealers & flotation companies • New York
Virtu Financial, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters, for whom you are acting as representatives (the “Representatives”), named in Schedule I hereto (the “Underwriters”) an aggregate of 8,718,750 shares of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) of the Company (the “Primary Firm Shares”) and, at the election of the Underwriters up to 1,800,000 additional shares (the “Primary Optional Shares,” and, together with the Primary Firm Shares, the “Primary Shares”) of Class A Common Stock. In addition, the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 6,281,250 shares of Class A Common Stock (the “Secondary Firm Shares”) and, at the election of the Underwriters, up to 450,000 additional shares (the “Seconda
PURCHASE AGREEMENTPurchase Agreement • May 15th, 2018 • Viola Vincent J • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated May 10, 2018 (this “Agreement”), by and between the seller listed on Schedule I hereto, as seller (the “Seller”), and Virtu Financial, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2018 • Viola Vincent J • Security brokers, dealers & flotation companies • Delaware
This Amendment No. 1 to Amended and Restated Registration Rights Agreement, dated as of May 10, 2018 (this “Amendment”), is entered into by and among Virtu Financial, Inc. (the “Company”) and the parties named on the signature pages hereto (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Registration Rights Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOCK-UP WAIVERS AGREEMENTWaivers Agreement • May 15th, 2018 • Viola Vincent J • Security brokers, dealers & flotation companies • Delaware
This Amendment No. 1 to Amended and Restated Lock-up Waivers Agreement, dated as of May 10, 2018 (this “Amendment”), is entered into by and among Virtu Financial, Inc. (the “Company”) and the parties named on the signature pages hereto (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Waiver Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • May 6th, 2020 • Viola Vincent J • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated May 6, 2020 (this “Agreement”), by and among the seller listed on the signature pages hereto, as seller (the “Seller”), and TJMT Holdings LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 31st, 2017 • Viola Vincent J • Security brokers, dealers & flotation companies
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Loan Agreement Dated as of March 20, 2020 among Virtu Americas LLC, the Lenders from time to time party hereto and TJMT Holdings LLC, as Administrative AgentLoan Agreement • March 23rd, 2020 • Viola Vincent J • Security brokers, dealers & flotation companies • New York
This Loan Agreement is entered into as of March 20, 2020 by and among Virtu Americas LLC, a Delaware limited liability company (the “Borrower”), the several Persons from time to time party to this Agreement, as Lenders, as provided for herein, and TJMT Holdings LLC, 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 3.1 hereof.
AMENDED AND RESTATED LOCK-UP WAIVERS AGREEMENTLock-Up Waivers Agreement • July 31st, 2017 • Viola Vincent J • Security brokers, dealers & flotation companies • Delaware
This Agreement is entered into as of April 20, 2017 (this “Agreement”), by and among Virtu Financial, Inc., a Delaware corporation (the “Company”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders” and together with the Company, the “Parties”).
CLASS A COMMON STOCK PURCHASE WARRANTViola Vincent J • March 23rd, 2020 • Security brokers, dealers & flotation companies • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, TJMT Holdings LLC or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to the close of business on January 15, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Virtu Financial, Inc., a Delaware corporation (the “Company”), up to the Subject Number of shares (as such number may be adjusted hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par value $0.00001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
JOINT FILING AGREEMENTJoint Filing Agreement • February 5th, 2016 • Viola Vincent J • Security brokers, dealers & flotation companies
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
