0001104659-17-024963 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC., ORCHESTRA MERGER SUB, INC. and KCG HOLDINGS, INC. Dated as of April 20, 2017

Merger Agreement • April 21st, 2017 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York

• Contract Type
  Merger Agreement
• Filed
  April 21st, 2017
• Company
  Virtu Financial, Inc.
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  New York

This AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2017 (this “Agreement”), is by and among Virtu Financial, Inc., a Delaware corporation (“Parent”), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Parties”), and KCG Holdings, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties” and each, a “Party”).

VOTING AGREEMENT

Voting Agreement • April 21st, 2017 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware

• Contract Type
  Voting Agreement
• Filed
  April 21st, 2017
• Company
  Virtu Financial, Inc.
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of April 20, 2017, is entered into by and among Virtu Financial, Inc., a Delaware corporation (“Parent”), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Parties”), and Jefferies LLC (the “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).