0001047469-15-002610 Sample Contracts

TAX RECEIVABLE AGREEMENT (SLP EXCHANGES) among VIRTU FINANCIAL, INC., and THE PERSONS NAMED HEREIN
Tax Receivable Agreement • March 23rd, 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.

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VIRTU FINANCIAL, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 23rd, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU EMPLOYEE HOLDCO LLC Dated as of [ ], 2015
Limited Liability Company Agreement • March 23rd, 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”).

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Virtu Financial, Inc. Class A Common Stock, Par Value $0.00001 Underwriting Agreement
Underwriting Agreement • March 23rd, 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.”

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TAX RECEIVABLE AGREEMENT (MERGERS) among VIRTU FINANCIAL, INC., SLP III EW FEEDER I, L.P. and HAVELOCK FUND INVESTMENTS PTE LTD.
Tax Receivable Agreement • March 23rd, 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.

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU FINANCIAL LLC Dated as of [ ], 2015
Limited Liability Company Agreement • March 23rd, 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.

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UNIT VESTING, EQUITY RETENTION AND RESTRICTIVE COVENANT AGREEMENT
Equity Retention and  restrictive Covenant Agreement • March 23rd, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
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UNIT VESTING,] EQUITY RETENTION AND RESTRICTIVE COVENANT AGREEMENT
Equity Retention and  restrictive Covenant Agreement • March 23rd, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
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REORGANIZATION AGREEMENT Dated as of [ ], 2015
Reorganization Agreement • March 23rd, 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 (“

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