0001047469-15-003193 Sample Contracts

TAX RECEIVABLE AGREEMENT (SLP EXCHANGES) among VIRTU FINANCIAL, INC., and THE PERSONS NAMED HEREIN
Tax Receivable Agreement • April 6th, 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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TAX RECEIVABLE AGREEMENT (MERGERS) among VIRTU FINANCIAL, INC., SLP III EW FEEDER I, L.P. and HAVELOCK FUND INVESTMENTS PTE LTD.
Tax Receivable Agreement • April 6th, 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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PURCHASE AGREEMENT
Purchase Agreement • April 6th, 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 6th, 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:

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