INDEMNIFICATION AGREEMENT by and between VIRTU FINANCIAL, INC. and as IndemniteeIndemnification Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [ ], 2015 (this “Agreement”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
TAX RECEIVABLE AGREEMENT (SLP EXCHANGES) among VIRTU FINANCIAL, INC., and THE PERSONS NAMED HEREINTax Receivable Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This TAX RECEIVABLE AGREEMENT (SLP EXCHANGES) (as amended from time to time, this “Agreement”), dated as of [ ], 2015, is hereby entered into by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), each of the undersigned parties hereto identified as “Members,” and each of the successors and assigns thereto.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU EMPLOYEE HOLDCO LLC Dated as of [ ], 2015Limited Liability Company Agreement • February 20th, 2015 • 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 [ ], 2015, 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 • February 20th, 2015 • 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 • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2015, 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”).
VIRTU FINANCIAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, including the exhibit[s] hereto (the “Agreement”), is entered into as of [ ], 2015 (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
TAX RECEIVABLE AGREEMENT (MERGERS) among VIRTU FINANCIAL, INC., SLP III EW FEEDER I, L.P. and HAVELOCK FUND INVESTMENTS PTE LTD.Tax Receivable Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This TAX RECEIVABLE AGREEMENT (MERGERS) (as amended from time to time, this “Agreement”), dated as of [ ], 2015, is hereby entered into by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), SLP III EW Feeder I, L.P., a Delaware limited partnership (the “SLP Stockholder”), and Havelock Fund Investments Pte Ltd., a Singapore private limited company (the “Temasek Stockholder”, and together with the SLP Stockholder, the “Stockholders”), and each of the successors and assigns thereto.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU FINANCIAL LLC Dated as of [ ], 2015Limited Liability Company Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF VIRTU FINANCIAL LLC, a Delaware limited liability company (the “Company”), dated as of [ ], 2015, 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 • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated [·], 2015 (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”).
STOCKHOLDERS’ AGREEMENT by and among VIRTU FINANCIAL, INC., VINCENT VIOLA, THE VIOLA STOCKHOLDERS NAMED THEREIN AND THE SILVER LAKE PARTIES NAMED HEREINStockholders’ Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2015 • 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 , 2015, is made by and among:
UNIT VESTING, EQUITY RETENTION AND RESTRICTIVE COVENANT AGREEMENTEquity Retention and restrictive Covenant Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENTPurchase Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated [·], 2015 (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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of [ ], 2015, by and among Virtu Financial, Inc., a Delaware corporation (“Virtu”), Virtu Financial Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), Virtu Financial Intermediate Holdings II LLC, a Delaware limited liability company (“Intermediate Holdings II” and, together with Merger Sub II, the “Virtu Subs”), Wilbur Investments LLC, a Delaware limited liability company (“Wilbur LLC” and, together with the Virtu Subs, the “Constituent Entities”) and Havelock Fund Investments Pte Ltd., a Singapore private limited company (the “Member”).
UNIT VESTING,] EQUITY RETENTION AND RESTRICTIVE COVENANT AGREEMENTEquity Retention and restrictive Covenant Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
REORGANIZATION AGREEMENT Dated as of [ ], 2015Reorganization Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
REORGANIZATION AGREEMENT (this “Agreement”), dated as of [ ], 2015, by and among Virtu Financial, Inc., a Delaware corporation (“Pubco”), Virtu Financial Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), Virtu Financial Intermediate Holdings LLC, a Delaware limited liability company (“Intermediate Holdings”), Virtu Financial Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), Virtu Financial Intermediate Holdings II LLC, a Delaware limited liability company (“Intermediate Holdings II”), Virtu Financial LLC, a Delaware limited liability company (the “Company”), VFH Parent LLC, a Delaware limited liability company (“VFH Parent”), SLP Virtu Investors, LLC, a Delaware limited liability company (“SLP Investors”), SLP III EW Feeder I, L.P., a Delaware limited partnership (“SLP Stockholder”), SLP III EW Feeder II, L.P., a Delaware limited partnership (“SLP Temasek Feeder”), Silver Lake Technology Associates III, L.P., a Delaware limited partnership (“
VIRTU FINANCIAL, INC. EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENTNonqualified Option Award Agreement • February 20th, 2015 • 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 [ ], 2015 (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and [Insert Name] (the “Participant”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of [ ], 2015, by and among Virtu Financial, Inc., a Delaware corporation (“Virtu”), Virtu Financial Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), Virtu Financial Intermediate Holdings LLC, a Delaware limited liability company (“Intermediate Holdings” and, together with Merger Sub, the “Virtu Subs”), SLP III EW Feeder LLC (f/k/a SLP III EW Feeder Corp.), a Delaware limited liability company (“SL Temasek LLC” and, together with the Virtu Subs, the “Constituent Entities”), SLP III EW Feeder I, L.P., a Delaware limited partnership (“SLP Member”) and Havelock Fund Investments Pte Ltd., a Singapore private limited company (the “Temasek Member” and, together with the SLP Member, the “Members”).
