Virtu Financial, Inc. Class A Common Stock, Par Value $0.00001 Underwriting AgreementUnderwriting Agreement • May 15th, 2018 • 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 8,718,750 shares of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) of the Company (the “Primary Firm Shares”) and, at the election of the Underwriters up to 1,800,000 additional shares (the “Primary Optional Shares,” and, together with the Primary Firm Shares, the “Primary Shares”) of Class A Common Stock. In addition, the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 6,281,250 shares of Class A Common Stock (the “Secondary Firm Shares”) and, at the election of the Underwriters, up to 450,000 additional shares (the “Seconda
PURCHASE AGREEMENTPurchase Agreement • May 15th, 2018 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated May 10, 2018 (this “Agreement”), by and between the seller listed on Schedule I hereto, as seller (the “Seller”), and Virtu Financial, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2018 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Amendment No. 1 to Amended and Restated Registration Rights Agreement, dated as of May 10, 2018 (this “Amendment”), is entered into by and among Virtu Financial, Inc. (the “Company”) and the parties named on the signature pages hereto (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Registration Rights Agreement (as defined below).
