AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU EMPLOYEE HOLDCO LLC Dated as of [ ], 2014Limited Liability Company Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF VIRTU EMPLOYEE HOLDCO LLC, a Delaware limited liability company (the “Company”), dated as of [ ], 2014, by and among the Company, the Members (as defined below), Vincent Viola, an individual (“Viola”), as the initial Manager, and Virtu Financial LLC, a Delaware limited liability company (“Holdco”).
Virtu Financial, Inc. Class A Common Stock, Par Value $0.00001 Underwriting AgreementUnderwriting Agreement • March 27th, 2014 • Virtu Financial, Inc. • 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 [·] shares of Class A common stock, par value $0.00001 per share (the “Firm Shares”) of the Company and, at the election of the Underwriters, up to [·] additional shares of Class A common stock, par value $0.00001 per share (the “Optional Shares”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are referred to collectively as the “Shares.”
EXCHANGE AGREEMENTExchange Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2014, by and among Virtu Financial LLC, a Delaware limited liability company (the “Company”), Virtu Financial, Inc., a Delaware corporation (“Pubco”), and the holders of Common Units (as defined below) and shares of Class C Common Stock (as defined below) or Class D Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU FINANCIAL LLC Dated as of [ ], 2014Limited Liability Company Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF VIRTU FINANCIAL LLC, a Delaware limited liability company (the “Company”), dated as of [ ], 2014, by and among the Company, Virtu Financial, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
PURCHASE AGREEMENTPurchase Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated [•], 2014 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and Virtu Financial, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
CLASS D COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS CLASS D COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of [·], 2014, by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Virtu Holdings LLC, a Delaware limited liability company (the “Subscriber”).
STOCKHOLDERS’ AGREEMENT by and among VIRTU FINANCIAL, INC., VINCENT VIOLA, THE VIOLA STOCKHOLDERS NAMED THEREIN AND THE SILVER LAKE PARTIES NAMED HEREINStockholders’ Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
ContractEmployment Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [·], 2014, between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Douglas A. Cifu (“Executive”).
UNIT VESTING, EQUITY RETENTION AND RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PROPRIETARY INVENTION ASSIGNMENT, NONCOMPETITION AND CONFIDENTIALITY AGREEMENTNoncompetition and Confidentiality Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
In consideration of my employment (the “Engagement”) by Virtu Financial Operating LLC, a Delaware limited liability company (including any subsidiary, parent or affiliate thereof, the “Company”), as an employee, consultant, independent contractor or otherwise, and other good and valuable consideration, I, the undersigned, hereby enter into this Agreement (the “Agreement”) as of the date set forth below my signature and hereby represent to and agree with the Company as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [•], 2014, is made by and among:
UNIT VESTING,] (1) EQUITY RETENTION AND RESTRICTIVE COVENANT AGREEMENTEquity Retention And • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENTPurchase Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated [·], 2014 (this “Agreement”), by and between SLP III EW Feeder I, L.P., as seller (the “Seller”), and Virtu Financial, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
VIRTU FINANCIAL, INC. EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENTEmployee Nonqualified Option Award Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT [including the exhibit hereto] (the “Agreement”), is entered into as of [ ], 2014 (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and [Insert Name] (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of May 18, 2009 (the “Effective Date”), by and between Virtu Financial LLC, a Delaware limited liability company (the “Company”), and Christopher Concannon (“Executive”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 27th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of [ ], 2014, by and among Virtu Financial, Inc., a Delaware corporation (“Virtu”), Virtu Financial Intermediate Holdings LLC, a Delaware limited liability company (“Virtu Sub”), SLP III EW Feeder Corp., a Delaware corporation (“SLP Corp” and, together with Virtu Sub, the “Constituent Entities”) and SLP III EW Feeder I, L.P., a Delaware limited partnership (“SLP Stockholder”).
