TAX RECEIVABLE AGREEMENT (non-SLP EXCHANGES) among VIRTU FINANCIAL, INC., and THE PERSONS NAMED HEREINTax Receivable Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This TAX RECEIVABLE AGREEMENT (NON-SLP EXCHANGES) (as amended from time to time, this “Agreement”), dated as of April 15, 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.
AMENDMENT NO. 1, INCREMENTAL REVOLVING FACILITY AMENDMENT AND JOINDER AGREEMENTCollateral Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 8, 2013 (this “Agreement”), among VIRTU FINANCIAL LLC, a Delaware limited liability company (“Initial Holdings”), VFH PARENT LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and JPMORGAN CHASE BANK, N.A. and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as revolving facility administrative agents (in such capacity, including any of their respective successors thereto, the “Revolving Facility Administrative Agents”). This Agreement amends and restates the Existing Credit Agreement (as defined below) in its entirety.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU EMPLOYEE HOLDCO LLC Dated as of April 15, 2015Limited Liability Company Agreement • May 29th, 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 April 15, 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”).
EXCHANGE AGREEMENTExchange Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of April 15, 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”).
TAX RECEIVABLE AGREEMENT (MERGERS) among VIRTU FINANCIAL, INC., SLP III EW FEEDER I, L.P. and HAVELOCK FUND INVESTMENTS PTE LTD.Tax Receivable Agreement • May 29th, 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 April 15, 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.
CLASS D COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS CLASS D COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of April 15, 2015, by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and TJMT 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 • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 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 April 15, 2015, is made by and among:
PURCHASE AGREEMENTPurchase Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated April 15, 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 • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of April 15, 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”).
ContractEmployment Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 15, 2015, between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Vincent Viola (“Executive”).
CLASS C COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS CLASS C COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of April 15, 2015, by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and the subscribers listed as “Subscribers” on the signature pages hereto, as subscribers (collectively, the “Subscribers” and each, a “Subscriber”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of April 15, 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”).
REORGANIZATION AGREEMENT Dated as of April 15, 2015Reorganization Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
REORGANIZATION AGREEMENT (this “Agreement”), dated as of April 15, 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 partnersh
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU FINANCIAL LLC Dated as of April 15, 2015Limited Liability Company Agreement • May 29th, 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 April 15, 2015, by and among the Company, Virtu Financial, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
Virtu Financial, Inc. Class A Common Stock, Par Value $0.00001 Underwriting AgreementUnderwriting Agreement • May 29th, 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 16,532,272 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 2,479,840 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.”
PURCHASE AGREEMENTPurchase Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated April 15, 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”).
