Common use of Financing; Solvency Clause in Contracts

Financing; Solvency. (a) Parent has delivered to the Company true, accurate and complete copies of executed debt commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of the date hereof, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality of the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, to the Knowledge of Parent, would (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. As of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing), (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness and Liabilities, as such Indebtedness and Liabilities become absolute and matured, (ii) the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be conducted.

Financing; Solvency. (a) Parent has delivered Buyer affirms that it is not a condition to the Company true, accurate and complete copies Closing or to any of executed debt commitment letter, dated as its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of the date hereof (transactions contemplated hereby. Buyer has, and will have available at the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”)Closing, the amounts set forth thereinfunds necessary to (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, and such amounts are sufficient for Parent or may be required in order to fund consummate, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As of the Closing, after giving effect to all of the transactions contemplated by this Agreement, including the refinancing Buyer will be Solvent. For purposes of the Company Credit Agreement this Section 4.6, “Solvent” shall mean that, with respect to any Person and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount any date of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of the date hereofdetermination, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or terminatedotherwise,” as of such date, or amended or modified or waived in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the other parties thereto, enforceable such quoted terms are generally determined in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality applicable Legal Requirements governing determinations of the Debt Financing. As insolvency of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, to the Knowledge of Parent, would (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. As of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing), (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness and Liabilities, as such Indebtedness and Liabilities become absolute and matureddebtors, (ii) the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiariessuch Person will, on a consolidated basisas of such date, will exceed or equal be greater than the amount that will be required to pay their probable Liabilities (including the probable amount liability of all contingent Liabilities) such Person on its indebtedness as its indebtedness becomes absolute and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets such Person will have, as of the Surviving Corporation and such date, adequate capital with which to conduct 37 its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the Surviving Corporation and its Subsidiariesforegoing definition only, on “indebtedness” shall mean a consolidated basisliability in connection with another Person’s (A) right to payment, will whether or not have unreasonably small capital such a right is reduced to carry on their businesses as presently conducted judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or as proposed unsecured, or (B) right to be conductedany equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financing; Solvency. (a) Parent, Merger Sub and Merger Partnership will have available to them on the Closing Date, sufficient cash, available committed lines of credit or other sources of immediately available funds to consummate the transactions contemplated hereby, including payment of all amounts required to be paid pursuant to Article II, and to pay all related fees and expenses. (b) Concurrently with the execution of this Agreement, Parent has delivered to the Company true, accurate a true and complete copies copy of the executed debt equity commitment letter, dated as of the date hereof of this Agreement (the “Debt Equity Commitment Letter”) ), from Sempra and the TTI Members pursuant to which Sempra and the lenders named therein (TTI Members have, among other things, and subject to the “Lenders”)terms and conditions thereof, committed to provide equity financing to Parent in the amounts set forth therein, which shall, combined, and, together with its available committed lines of credit, be at least the amount necessary for Parent, Merger Sub and Merger Partnership to satisfy their obligations under this Agreement, in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement. The Equity Commitment Letter expressly provides, and will continue to expressly provide until the earlier of the Closing and the valid termination of this Agreement in accordance with the terms of this Agreement, that each of the Company and the Partnership is a third-party beneficiary thereof that is entitled to cause Parent to obtain the equity financing provided for under the Equity Commitment Letter subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC therein and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by in this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of the date hereof, (i) the Debt Equity Commitment Letter is in full force and effect and has not been withdrawn or terminatedand, or amended or modified or waived in any respect, and (ii) to the Debt Commitment Letter, in the form so deliveredknowledge of Parent, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to Sempra and the Knowledge of Parent, the other parties theretoTTI Members, enforceable against Sempra and the TTI Members in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principlesthe Bankruptcy Exceptions. Except for There is no default under the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Equity Commitment Letter that would affect by Sempra and the amountTTI Members, availability, enforceability or conditionality of the Debt Financing. As of the date hereof, and no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default thereunder by Sempra or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, to the Knowledge of Parent, would (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. As of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment LetterTTI Members. (c) Assuming that (i) the funding conditions to the obligation of Parent, Merger Sub and Merger Partnership to consummate the Mergers have been satisfied or waived, and (ii) the representations and warranties set forth in Article III are true and correct, then at and immediately following the Company Merger Effective Time and after giving effect to all of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of transactions contemplated by this Agreement, will be validly issuedParent, fully paid the Surviving Company and non-assessable and free and clear each Subsidiary of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing Surviving Company (including, for the avoidance of doubt, the Debt Financing) by Surviving Partnership), will be Solvent. Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately after giving effect to Partnership are not entering into the transactions contemplated by this Agreement (including consummation of with the Debt Financing)intent to hinder, (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness and Liabilities, as such Indebtedness and Liabilities become absolute and matured, (ii) the then delay or defraud either present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be conductedfuture creditors.

Financing; Solvency. (a) Parent has delivered On or prior to the Company truedate hereof, accurate and complete copies of executed debt commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent ▇▇▇▇▇▇ has delivered to the Company a true, complete and correct copy of the executed Loan Agreement Amendment, including all fee letters (exhibits and schedules thereto, as in effect on the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financingdate hereof. (b) As The Loan Agreement Amendment is, as of the date hereof, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) is the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its termseach case except as enforcement thereof may be limited against Parent by the Enforceability Exceptions. As of the date hereof, subject to bankruptcythe Loan Agreement Amendment has not been terminated or rescinded in any respect or otherwise amended, insolvencysupplemented or modified in any respect, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceabilityand, to general equity principlesthe Knowledge of Parent, no such termination, rescission, amendment, supplement or modification is presently contemplated (other than amendments or modifications that are permitted by Section 7.1(a)). The Amendment No. 1 Incremental Term Loan Commitments (as defined in the Loan Agreement Amendment) and the Delayed Draw Commitments (as defined in the Loan Agreement Amendment) have not been withdrawn, terminated or rescinded. Except for the Loan Agreement Amendment and the Amendment No. 1 Closing Payments and Fee LettersLetter (as defined in the Loan Agreement Amendment, a copy of which has been provided to the Company on or prior to the date of this Agreement, which may be redacted with respect to fees and other economic terms (provided that the Parent represents and warrants that the redactions in such fee letter do not permit the imposition of any new conditions (or the expansion of any existing conditions) to obtaining the Debt Financing in the Required Amount on or prior to the Closing Date)), as of the date hereof, there are no side letters or other agreements, side letters, contracts or arrangements of any kind relating to the Debt Commitment Letter Financing that would impose any additional conditions or other contingencies thereto, modify any conditions thereto or otherwise affect the amount, availability, enforceability or conditionality availability of the Debt Financing. There are no conditions precedent or other contingencies related to the obligations of the parties thereunder to make the Required Amount of the Debt Financing available to Parent on the Closing Date, other than the Financing Conditions. As of the date hereof, ▇▇▇▇▇▇ has no reason to believe that it will be unable to satisfy any Financing Condition, nor any reason to believe that any Financing Condition will not be satisfied. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, and (to the Knowledge of Parent, would (i) make any of the assumptions or other parties thereto, under any term of the statements Loan Agreement Amendment or the Amended Loan Agreement (as defined in the Loan Agreement Amendment) (provided that Parent is not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties set forth in Article IV, or the Debt Commitment Letter inaccurate in any material respect, (ii) result in any Company’s compliance with its obligations under the terms of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closingthis Agreement). As of the date hereof, no Debt Financing Source Parent has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees or deposits required by the Debt Commitment Loan Agreement Amendment, the Amendment No. 1 Closing Payments and Fee Letter (as defined in the Loan Agreement Amendment) and the Amended Loan Agreement (as defined in the Loan Agreement Amendment) to be paid on or before the date hereof. Parent acknowledges and agrees that its obligations to consummate the Merger are not subject to a condition that any financing be received by Parent or any of this Agreement. As its Affiliates for the consummation of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment LetterTransactions. (c) Assuming (i) the funding Debt Financing is funded in accordance with the Loan Agreement Amendment, (ii) the accuracy of the representations and warranties set forth in Article IV, and (iii) the performance by the Company of its obligations under this Agreement, the net proceeds of the Debt Financing (when funded in accordance with the Loan Agreement Amendment), together with Parent’s cash on hand, are, in the aggregate, sufficient to (a) pay the aggregate Merger Consideration and (b) pay all other amounts, including fees and expenses, required to be paid at the Closing by Parent in connection with the Transactions and the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this AgreementAgreement and the Loan Agreement Amendment (such amount, will be validly issuedcollectively, fully paid and non-assessable and free and clear of all Encumbrancesthe “Required Amount”). (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately Immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing)Transactions, (i) the Surviving Corporation Parent and its Subsidiaries, on a consolidated basis, will be able Solvent. For purposes of this Section 5.7, the term “Solvent” with respect to pay their Indebtedness and LiabilitiesParent means that, as such Indebtedness and Liabilities become absolute and matured, of any date of determination: (iia) the then present amount of the fair saleable value of the assets of the Surviving Corporation Parent and its Subsidiaries, on taken as a consolidated basiswhole, will exceed or equal exceeds, as of such date, the amount of all Liabilities of Parent and its Subsidiaries, taken as a whole, including contingent and other liabilities, as of such date; (b) the amount of the fair saleable value of the assets of Parent and its Subsidiaries, taken as a whole, is greater than the amount that will be required to pay their the probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation Parent and its Subsidiaries, on taken as a consolidated basis, at a fair valuation, will exceed their probable Liabilities whole (including the probable contingent liabilities), as such debts and other Liabilities become absolute and matured; (c) Parent will not have, as of such date, an unreasonably small amount of all contingent Liabilities) and Indebtedness and (iv) capital for the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted operation of the business in which it is engaged or as proposed to be conductedengaged by Parent following such date; and (d) Parent will be able to pay its Liabilities, including contingent and other liabilities, as they mature.

Financing; Solvency. (a) Parent has delivered As of the Closing Date, the Purchaser will have sufficient funds available to deliver the Purchase Price to the Company true, accurate Sellers and complete copies of executed debt commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund consummate the transactions contemplated by this Agreement, including the refinancing timely satisfaction of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended Assumed Liabilities. (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent b) The Purchaser has delivered to the Company Sellers a true, complete and correct copy of all fee letters the fully executed commitment letter (the “Fee LettersCommitment Letter”) related attached hereto as Exhibit D from GTCR Fund X/B LP, GTCR Fund X/C LP and GTCR Co-Invest X LP (the “Sponsors”) delivered to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted Purchaser in connection with the transactions of contemplated by this type and that could not in any event affect Agreement (the conditionality, enforceability, availability or amount of the Debt “Financing. (b) As of the date hereof, (i) the Debt ”). The Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) the Purchaser and, to the Knowledge knowledge of Parentthe Purchaser, the other parties thereto, enforceable in accordance with its termsSponsors, subject to bankruptcythe Bankruptcy and Equity Exceptions. All commitment fees required to be paid thereunder have been paid in full or, insolvencyif not yet due, fraudulent transferwill be duly paid in full when due, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality of the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, notice or lapse of time or both, would result in any breach or violation of or constitute a default or breach on give rise to any right of termination thereunder. The aggregate proceeds of the part Financing will be sufficient to enable the Purchaser to pay in cash all amounts required to be paid by it at the Closing in connection with the transactions contemplated by this Agreement, including the Purchase Price and all payments, fees and expenses of Parent the Purchaser related to or its Subsidiaries under arising out of the transactions contemplated by this Agreement. Assuming the accuracy of the Sellers’ representations and warranties contained in this Agreement, compliance by the Sellers with their covenants and agreements hereunder, the satisfaction of any term conditions to the Closing for the benefit of the Purchaser set forth in Sections 6.1, 6.2 and 6.3 and the satisfaction of the conditions set forth in the Commitment Letter related to any of the foregoing, the Purchaser is not aware of any fact, occurrence or condition of the Debt Commitment Letter or, to the Knowledge of Parent, would (i) make that makes any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in or that would reasonably be expected to cause the Financing to be terminated or rendered ineffective or any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or contained therein not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. As of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Lettermet. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately Immediately after giving effect to the transactions contemplated by this Agreement and the Ancillary Documents (including consummation the payment of the Debt FinancingPurchase Price, and the payment of all related fees and expenses), (i) the Surviving Corporation and Purchaser will not have incurred debts beyond its Subsidiaries, on a consolidated basis, will be able ability to pay their Indebtedness and Liabilities, such debts as such Indebtedness and Liabilities they mature or become absolute and matureddue, (ii) the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, Purchaser will exceed or equal the amount that will be required to pay their probable Liabilities its existing debts (including the probable amount of all contingent Liabilitiesliabilities) and Indebtedness as such Liabilities and Indebtedness debts become absolute or and matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, Purchaser at a fair valuation, valuation will exceed their probable Liabilities its debts (including the probable amount of all contingent Liabilitiesliabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, Purchaser will not have unreasonably small capital to carry on their businesses as presently conducted or its business as proposed to be conductedconducted following the Closing Date. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby, in either case, with the intent to hinder, delay or defraud either present or future creditors of the Purchaser.

Financing; Solvency. (a) Parent has delivered SEMG affirms that it is not a condition to the Company trueClosing or to any of its or any Buyer’s other obligations under this Agreement that it or any Buyer obtain financing for, or related to, any of the Transactions. SEMG has furnished Sellers with an accurate and complete copies copy of the executed debt commitment letter, dated as of the date hereof hereof, by and among Credit Suisse Securities (USA) LLC, Credit Suisse AG, Cayman Islands Branch and SEMG, and any fee letter associated with any of the foregoing (which fee letter may be redacted solely with respect to the fees and economic terms therein so long as no redaction covers terms that would adversely affect the amount, availability or termination of, or impose any conditions on the availability of, the HFOTCO Backstop Financing (as defined below) to be funded at the Closing) (such commitment letter and related term sheets, including all exhibits, schedules and annexes thereto and such fee letter, collectively, the “HFOTCO Debt Commitment Letter”) pursuant to which ” and the lenders named therein (financing thereunder, the “LendersHFOTCO Backstop Financing”). The HFOTCO Debt Commitment Letter provides, subject to the terms and conditions therein, debt financing in the aggregate amount set forth thereintherein for the purpose of funding the Transactions. The HFOTCO Debt Commitment Letter has not been amended or modified prior to the date hereof and, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions except as contemplated by this AgreementSection 6.12, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (no such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered amendment or modification is contemplated or pending to the Company a true, complete and correct copy Knowledge of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) SEMG. As of the date hereof, (i) the respective commitments contained in the HFOTCO Debt Commitment Letter is in full force and effect and has have not been withdrawn withdrawn, terminated or terminated, or amended or modified or waived rescinded in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of ParentSEMG, the other parties theretoexcept as contemplated by Section 6.12, enforceable in accordance with its termsno such withdrawal, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to termination or affecting creditors’ rights and subject, as to enforceability, to general equity principlesrescission is contemplated. Except for the Fee Letters, there There are no side letters or other agreements, side letters, or arrangements of any kind Contracts relating to the funding or investing, as applicable, of the full amount of the HFOTCO Backstop Financing other than as expressly set forth in the HFOTCO Debt Commitment Letter that would affect furnished to the amount, availability, enforceability or conditionality of the Debt FinancingCompany pursuant to this Section 5.5. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part SEMG or any of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter Affiliates or, to the Knowledge of ParentSEMG, would (i) make any of other Person, in each case under the assumptions or any of HFOTCO Debt Commitment Letter. Assuming the statements conditions set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.38.2 are satisfied at Closing and after giving effect to any Refinancing Consents that have previously been obtained, as the aggregate amount of cash on hand of SEMG and its Subsidiaries and undrawn revolving commitments available to SEMG and its Subsidiaries under the date hereofSEMG Credit Facility, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable sufficient, once involved in, or contributed to, Buyers, for Buyers to satisfypay and satisfy in full (w) the obligations pursuant to this Agreement to pay the Closing Cash Consideration, on a timely basis(x) all other amounts payable at Closing pursuant to Article II, any term or condition (y) all fees and expenses of closing to be satisfied by it contained SEMG and its Affiliates in connection with the Transactions and (z) all other obligations under this Agreement which are due and payable at Closing. The HFOTCO Debt Commitment Letter or that the full amounts committed pursuant is not subject to the Debt Commitment Letter will not be available as of the Closing. There are no any conditions precedent (including any “flex” provisions) related to the funding of the full amount of the Debt HFOTCO Backstop Financing and there are no contingencies that would permit (including pursuant to any flex provisions in the Lenders to reduce the total amount of the Financing related fee letter or otherwise) other than as set forth expressly therein and are in full force and effect and are the Debt Commitment Letterlegal, valid, binding and enforceable obligations of SEMG and Buyers and, to the Knowledge of SEMG, each of the other parties thereto, as the case may be, subject to Creditors’ Rights. Parent, Merger Sub All commitments and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by to be paid under the HFOTCO Debt Commitment Letter prior to be paid on or before the date of this Agreementhereof have been paid in full. As of the date hereof, Debt Commitment Letter SEMG has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the no Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification any reason to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or believe that any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been HFOTCO Backstop Financing will not be satisfied or waivedthat the full amount of the HFOTCO Backstop Financing will not be available in full to HFOTCO on the Closing Date, then immediately after giving effect and SEMG is not aware of the existence of any fact or event as of the date hereof that would be expected to cause such conditions to the transactions contemplated by this Agreement (including consummation HFOTCO Backstop Financing not to be satisfied or the full amount of the Debt Financing), (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will HFOTCO Backstop Financing not be able to pay their Indebtedness and Liabilities, as such Indebtedness and Liabilities become absolute and matured, (ii) the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be conductedavailable in full.

Financing; Solvency. (a) Parent has delivered to the Company true, accurate a complete and complete copies of executed debt commitment letter, dated as correct copy of the date hereof (the “executed Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has also delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject Fee Letter (redacted to redaction solely of fee, flex exclude fees and other economic provisions that are customarily redacted in connection with transactions of this type and that could do not in any event affect the conditionality, enforceability, availability or amount conditionality of the Debt FinancingFinancing at the request of the Financing Sources party thereto). (b) As of the date hereof, (i) the The Debt Commitment Letter is is, as of the Agreement Date, in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) is the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) Borrower, and, to the Knowledge of ParentParent and Purchaser, the other parties thereto, enforceable in accordance with its termseach case except as enforcement thereof may be limited against Borrower by the Bankruptcy and Equity Exception. The Debt Commitment Letter has not been withdrawn, subject to bankruptcyterminated or rescinded in any respect or otherwise amended, insolvencysupplemented or modified in any respect, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceabilityand, to general equity principlesthe Knowledge of Parent and Purchaser, no such withdrawal, termination, rescission, amendment, supplement or modification is presently contemplated by Parent, Purchaser or Borrower (other than amendments or modifications that are permitted by Section 6.15(a)). Except for the Fee LettersDebt Commitment Letter, as of the Agreement Date, there are no side letters or other agreements, side letters, contracts or arrangements of any kind relating to the Debt Financing or the Debt Commitment Letter that would impose any additional conditions thereto, modify any conditions thereto or otherwise affect the amount, availability, enforceability or conditionality availability of the Debt Financing. The Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to Borrower, on the terms in the Debt Commitment Letter. As of the date hereofAgreement Date, neither Parent nor Purchaser has any reason to believe that Borrower will be unable to satisfy any term or condition to be satisfied by it as a condition to the availability of the Debt Financing contained in the Debt Commitment Letter, nor any reason to believe that any of the conditions precedent to the availability of the Debt Financing will not be satisfied. As of the Agreement Date, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Borrower, Parent or its Subsidiaries under any term or condition Purchaser and (in the case of the Debt Commitment Letter oronly, to the Knowledge of Parent, would (iParent and Purchaser) make any of the assumptions or other parties thereto, under any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any term of the Debt Commitment Letter (provided that none of Borrower, Parent or not to provide Purchaser are making any representation or warranty regarding the Debt Financing. Assuming satisfaction effect of any inaccuracy of the conditions in Section 8.1 representations and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as warranties set forth in Section 3, or the Debt Commitment LetterCompany’s compliance with its obligations under the terms of this Agreement). ParentBorrower, Merger Sub Parent and the Borrowers Purchaser have fully paid (or caused to be paid) any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date Agreement Date. Parent and Purchaser acknowledge and agree that their respective obligations to consummate the Offer or the Merger are not subject to a condition that any financing be received by Parent or Purchaser or any of this Agreement. As their respective Affiliates for the consummation of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment LetterTransactions. (c) Assuming (i) that the funding of parties to the Debt Financing Commitment Letter perform their obligations in accordance with the terms thereof, (ii) the accuracy of the representations and warranties set forth in Section 3, (iii) the satisfaction or waiver of the conditions to Parent’s and Purchaser’s obligation to consummate the Transactions and (iv) the performance by the Company of its obligations under this Agreement, the net proceeds of the Debt Financing (when funded in accordance with the Debt Commitment Letter), together with Parent will have available at Closing and Purchaser’s cash on hand, are, in the aggregate, sufficient cash in immediately available funds for Purchaser to pay the Required Amounts. The Parent Common Stock aggregate Offer Price, consummate the Transactions, pay all fees and expenses required to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued paid by Parent and/or Purchaser in accordance connection with the terms Transactions and the Debt Financing and to pay all other amounts required to be paid by Parent and/or Purchaser in connection with the consummation of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrancesthe Transactions. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately Immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing)Transactions, (i) the Surviving Corporation Parent and its SubsidiariesPurchaser, on a consolidated basis, will shall (i) be able to pay their Indebtedness and Liabilities, respective debts as such Indebtedness and Liabilities they become absolute and matureddue, (ii) the then present own property which has a fair saleable value of greater than the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be amounts required to pay their probable Liabilities respective debts as and when they become due (including a reasonable estimate of the probable amount of all contingent Liabilities) liabilities), and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small adequate capital to carry on their businesses as presently conducted respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the Transactions with the intent to hinder, delay or as proposed to be conducteddefraud either present or future creditors of Parent or Purchaser.

Financing; Solvency. (a) Parent Buyer has delivered to the Company Seller true, accurate correct and complete fully executed copies of executed of: (i) the debt commitment letter, dated as of September 9, 2020, among Buyer and the financing sources party thereto, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (in each case, as amended, modified, supplemented, replaced or extended from time to time after the date hereof in compliance of Section 5.20, (the “Debt Commitment Letter”) pursuant to which and the lenders named therein related fee letter (the “LendersDebt Fee Letter”), it being understood that fee amounts and other customarily redacted items may be redacted, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing), pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally committed to lend the amounts set forth therein (the provision of such funds as set forth therein, have committed subject to lend to VFH Parent the provisions of Section 5.20, the “Debt Financing”) for the purposes of financing the transactions contemplated hereby and related expenses and for the other purposes set forth in such Debt Commitment Letter; and (ii) the equity commitment letter, dated as of September 9, 2020, between Radiology Partners Holdings, LLC and Impala Borrower LLCSIH RP Holdco, each a direct or indirect wholly-owned subsidiary of Parent L.P. (each, a “BorrowerSponsor”), including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”), pursuant to which Sponsor has committed to indirectly invest in Buyer the cash amounts set forth thereintherein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Financing Commitments have not been amended, restated or otherwise modified or waived as of the date of this Agreement, and the commitments contained in the Financing Commitments have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect as of the date hereof; provided that the existence or exercise of any “market flex” provisions contained in the Debt Fee Letter, as in effect on the date hereof, shall not be deemed to constitute a modification or amendment of the Debt Commitment Letter. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of each of Buyer, Sponsor (solely in the case of the Equity Commitment Letter), and, to Buyer’s Knowledge, the other parties thereto, enforceable against such party in accordance with its terms subject to the effects of applicable bankruptcy, clarification, insolvency, fraudulent conveyance, moratorium, sponsorship or other Laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered at law or in equity. There are no conditions precedent or contingencies (including pursuant to any “market flex” provisions) related to the funding of the full amount of the Financing pursuant to the Financing Commitments, other than as set forth in the Debt Commitment Letter and the Equity Commitment Letter, respectively. Assuming the Financing is funded in accordance with the Financing Commitments on the Closing Date, the net cash proceeds contemplated from the Financing, together with other cash amounts are available to Buyer, will, in the aggregate, be sufficient for Parent to fund all of the amounts required to be provided by Buyer to consummate the transactions contemplated by this Agreement, including (x) the refinancing payment of any amounts required to be paid pursuant to Article 2, (y) the Company Credit repayment of all outstanding debt (and all premiums and fees payable in connection therewith) required by this Agreement to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged at the Closing and (z) the payment of all other amounts to be paid by Buyer or its Subsidiaries pursuant to or in connection with this Agreement and the refinancing transactions contemplated hereunder, and associated costs and expenses of the Fourth Amended and Restated Credit transactions contemplated hereunder required to be paid by Buyer or their Subsidiaries pursuant to this Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, or the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended Financing Commitments (such committed debt financingamounts, the “Debt Financing”, and the amount of financing required for the foregoing purposescollectively, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of the date hereof, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality of the Debt Financing. As of the date hereof, no event has occurred which, which would or would reasonably be expected to constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default or breach default) on the part of Parent Buyer or its Subsidiaries Affiliates under any term or condition the Financing Commitments or, to Buyer’s Knowledge, in the case of the Debt Commitment Letter orLetter, any other party to the Knowledge of Parent, would (i) make any of Financing Commitments. Subject to the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions contained in Section 8.1 7.2(a) and Section 8.37.2(b), as of the date hereof, none of Parent, Merger Sub or any Borrower has Buyer does not have any reason to believe that it will be unable to satisfy, satisfy on a timely basis, basis any term or condition of closing the Financing required to be satisfied by it contained on or prior to the Closing Date. There are no side letters or other agreements, Contracts or arrangements (other than customary engagement letters with respect to the offering of debt securities referenced in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisionsLetter) related to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount all or any portion of the Financing necessary to fund the Required Amounts other than as expressly set forth in the Debt Commitment LetterLetter and delivered to the Seller prior to the execution and delivery of this Agreement. Parent, Merger Sub The Financing Commitments and the Borrowers have availability of the Financing on the Closing Date are not subject to any conditions precedent or other conditions other than as expressly set forth in the Debt Commitment Letter and the Equity Commitment Letter, respectively. The Buyer has fully paid (or caused to be paid) any and paid all commitment fees or other fees required by the Debt Commitment Letter to be paid by it on or before prior to the date of this Agreementhereof in connection with the Financing. As of Notwithstanding the date hereof, Debt Commitment Letter has not been modified, amended foregoing or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, anything to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as contrary set forth in this Agreement, Buyer acknowledges and agrees that neither the obtaining of the Financing nor the obtaining of the Alternative Debt Commitment LetterFinancing, is a condition to the Closing. (cb) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately Immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing)Agreement, Buyer shall be solvent and shall (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness and Liabilities, its debts as such Indebtedness and Liabilities they become absolute and matureddue, (ii) the then present own property that has a fair saleable value of greater than the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be amounts required to pay their probable Liabilities its debts (including a reasonable estimate of the probable amount of all contingent Liabilitiesliabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small adequate capital to carry on their businesses as presently conducted its businesses. Buyer acknowledges that, in connection with the transaction contemplated by this Agreement, no transfer of property is being made and no obligation is being incurred with the intent to hinder, delay or as proposed to be conducteddefraud either present or future creditors of Buyer, Seller of any of the Acquired Companies.

Financing; Solvency. (a) Parent has delivered As of the Closing Date, the Purchaser Parties will have sufficient funds available to deliver the Purchase Price to the Company true, accurate Sellers and complete copies of executed debt commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund consummate the transactions contemplated by this Agreement, including the refinancing timely satisfaction of the Company Credit Agreement Assumed Liabilities. (b) The Purchaser Parties have delivered to the Sellers complete and correct copies of fully executed commitment letters (the refinancing of the Fourth Amended and Restated Credit Agreement dated “Commitment Letters”) attached hereto as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and Exhibit D from JPMorgan Chase Bank, N.A.N.A. and Deerfield Management Company, L.P. (the “Lenders”) delivered to, as administrative agentthe case may be, as amended the Purchaser, the Purchaser Owner and the Purchaser Owner’s wholly-owned subsidiary, Solstice Neurosciences, LLC, in connection with the transactions contemplated by this Agreement (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt The Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that Letters are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of the date hereof, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a are legal, valid and binding obligation obligations of Parent and/or Merger Sub (as applicable) the Purchaser Owner and its Subsidiaries and, to the Knowledge knowledge of Parentthe Purchaser Parties, the other parties thereto, enforceable in accordance with its termsLenders, subject to bankruptcythe Bankruptcy and Equity Exceptions. All commitment fees required to be paid thereunder have been paid in full or, insolvencyif not yet due, fraudulent transferwill be duly paid in full when due, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality of the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, notice or lapse of time or both, would result in any breach or violation of or constitute a default or breach on the part give rise to any right of Parent or its Subsidiaries under any term or condition termination thereunder. The aggregate proceeds of the Debt Commitment Letter orFinancing will be sufficient to enable the Purchaser Parties to pay in cash all amounts required to be paid by them at the Closing in connection with the transactions contemplated by this Agreement, including the Purchase Price and all payments, fees and expenses of the Purchaser Parties related to or arising out of the transactions contemplated by this Agreement. Assuming the accuracy of the Sellers’ representations and warranties contained in this Agreement, compliance by the Sellers with their covenants and agreements hereunder, the satisfaction of any conditions to the Knowledge Closing for the benefit of Parentthe Purchaser Parties set forth in Sections 6.1, would (i) make 6.2 and 6.3 and the satisfaction of the conditions set forth in the Commitment Letters related to any of the foregoing, the Purchaser Parties are not aware of any fact, occurrence or condition that makes any of the assumptions or any of the statements set forth in the Commitment Letters inaccurate or that would reasonably be expected to cause the Debt Commitment Letter inaccurate in any material respect, (ii) result in Financing to be terminated or rendered ineffective or any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or contained therein not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. As of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Lettermet. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately Immediately after giving effect to the transactions contemplated by this Agreement and the Ancillary Documents (including consummation the payment of the Debt FinancingPurchase Price, and the payment of all related fees and expenses), (i) the Surviving Corporation Purchaser Parties and its Subsidiaries, on a consolidated basis, their Subsidiaries will be able not have incurred debts beyond their ability to pay their Indebtedness and Liabilities, such debts as such Indebtedness and Liabilities they mature or become absolute and matureddue, (ii) the then present fair saleable value of the assets of the Surviving Corporation Purchaser Parties and its Subsidiaries, on a consolidated basis, their Subsidiaries will exceed or equal the amount that will be required to pay their probable Liabilities existing debts (including the probable amount of all contingent Liabilitiesliabilities) and Indebtedness as such Liabilities and Indebtedness debts become absolute or and matured, (iii) the assets of the Surviving Corporation Purchaser Parties and its Subsidiaries, on a consolidated basis, their Subsidiaries at a fair valuation, valuation will exceed their probable Liabilities debts (including the probable amount of all contingent Liabilitiesliabilities) and Indebtedness and (iv) the Surviving Corporation Purchaser Parties and its Subsidiaries, on a consolidated basis, their Subsidiaries will not have unreasonably small capital to carry on their businesses as presently conducted or business as proposed to be conductedconducted following the Closing Date. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby, in either case, with the intent to hinder, delay or defraud either present or future creditors of the Purchaser Parties and their Subsidiaries.

Financing; Solvency. (a) Parent has delivered On or prior to the Company truedate hereof, accurate and complete copies of executed debt commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent ▇▇▇▇▇▇ has delivered to the Company a true, complete and correct copy of the executed Loan Agreement Amendment, including all fee letters (exhibits and schedules thereto, as in effect on the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financingdate hereof. (b) As The Loan Agreement Amendment is, as of the date hereof, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) is the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its termseach case except as enforcement thereof may be limited against Parent by the Enforceability Exceptions. As of the date hereof, subject to bankruptcythe Loan Agreement Amendment has not been terminated or rescinded in any respect or otherwise amended, insolvencysupplemented or modified in any respect, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceabilityand, to general equity principlesthe Knowledge of Parent, no such termination, rescission, amendment, supplement or modification is presently contemplated (other than amendments or modifications that are permitted by Section 7.1(a)). The Amendment No. 1 Incremental Term Loan Commitments (as defined in the Loan Agreement Amendment) and the Delayed Draw Commitments (as defined in the Loan Agreement Amendment) have not been withdrawn, terminated or rescinded. Except for the Loan Agreement Amendment and the Amendment No. 1 Closing Payments and Fee LettersLetter (as defined in the Loan Agreement Amendment, a copy of which has been provided to the Company on or prior to the date of this Agreement, which may be redacted with respect to fees and other economic terms (provided that the Parent represents and warrants that the redactions in such fee letter do not permit the imposition of any new conditions (or the expansion of any existing conditions) to obtaining the Debt Financing in the Required Amount on or prior to the Closing Date)), as of the date hereof, there are no side letters or other agreements, side letters, contracts or arrangements of any kind relating to the Debt Commitment Letter Financing that would impose any additional conditions or other contingencies thereto, modify any conditions thereto or otherwise affect the amount, availability, enforceability or conditionality availability of the Debt Financing. There are no conditions precedent or other contingencies related to the obligations of the parties thereunder to make the Required Amount of the Debt Financing available to Parent on the Closing Date, other than the Financing Conditions. As of the date hereof, ▇▇▇▇▇▇ has no reason to believe that it will be unable to satisfy any Financing Condition, nor any reason to believe that any Financing Condition will not be satisfied. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, and (to the Knowledge of Parent, would (i) make any of the assumptions or other parties thereto, under any term of the statements Loan Agreement Amendment or the Amended Loan Agreement (as defined in the Loan Agreement Amendment) (provided that Parent is not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties set forth in Article IV, or the Debt Commitment Letter inaccurate in any material respect, (ii) result in any Company’s compliance with its obligations under the terms of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closingthis Agreement). As of the date hereof, no Debt Financing Source Parent has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees or deposits required by the Debt Commitment Loan Agreement Amendment, the Amendment No. 1 Closing Payments and Fee Letter (as defined in the Loan Agreement Amendment) and the Amended Loan Agreement (as defined in the Loan Agreement Amendment) to be paid on or before the date hereof. Parent acknowledges and agrees that its obligations to consummate the Merger are not subject to a condition that any financing be received by Parent or any of this Agreement. As its Affiliates for the consummation of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment LetterTransactions. (c) Assuming (i) the funding Debt Financing is funded in accordance with the Loan Agreement Amendment, (ii) the accuracy of the representations and warranties set forth in Article IV, and (iii) the performance by the Company of its obligations under this Agreement, the net proceeds of the Debt Financing (when funded in accordance with the Loan Agreement Amendment), together with Parent’s cash on hand, are, in the aggregate, sufficient to (a) pay the aggregate Merger Consideration and (b) pay all other amounts, including fees and expenses, required to be paid at the Closing by Parent in connection with the Transactions and the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this AgreementAgreement and the Loan Agreement Amendment (such amount, will be validly issuedcollectively, fully paid and non-assessable and free and clear of all Encumbrancesthe “Required Amount”). (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately Immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing)Transactions, (i) the Surviving Corporation Parent and its Subsidiaries, on a consolidated basis, will be able Solvent. For purposes of this Section 5.7, the term “Solvent” with respect to pay their Indebtedness and LiabilitiesParent means that, as such Indebtedness and Liabilities become absolute and matured, of any date of determination: (iia) the then present amount of the fair saleable value of the assets of the Surviving Corporation Parent and its Subsidiaries, on taken as a consolidated basiswhole, will exceed or equal exceeds, as of such date, the amount of all Liabilities of Parent and its Subsidiaries, taken as a whole, including contingent and other liabilities, as of such date; (b) the amount of the fair saleable value of the assets of Parent and its Subsidiaries, taken as a whole, is greater than the amount that will be required to pay their the probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation Parent and its Subsidiaries, on taken as a consolidated basis, at a fair valuation, will exceed their probable Liabilities whole (including the probable contingent liabilities), as such debts and other Liabilities become absolute and matured; (c) Parent will not have, as of such date, an unreasonably small amount of all contingent Liabilities) and Indebtedness and (iv) capital for the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted operation of the business in which it is engaged or as proposed to be conductedengaged by ▇▇▇▇▇▇ following such date; and (d) Parent will be able to pay its Liabilities, including contingent and other liabilities, as they mature.

Financing; Solvency. (a) Parent has delivered to Section 4.16 of the Company true, Soap Disclosure Letter sets forth complete and accurate and complete copies of the executed debt commitment letter, dated as with term sheets and annexes and the related fee letters with respect thereto (provided that the amount of fees and certain other economic terms may be redacted from the date hereof fee letters) (collectively, the “Debt Commitment LetterLetters”) pursuant to which the lenders named therein from Citigroup Global Markets Inc. (collectively, the “Lenders”), subject pursuant to which the terms and conditions set forth therein, Lenders have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth thereintherein to Soap (or directly to Dish or one of Dish’s Subsidiaries) for the purpose of funding the Merger and the other transactions contemplated hereby (the “Financing”). Except as set forth in the Debt Commitment Letters, and such amounts there are sufficient for Parent no conditions precedent to the respective obligations of the Lenders to fund the transactions contemplated by this Agreement, including Financing. The fee letters do not contain any conditions precedent to the refinancing respective obligations of the Company Credit Agreement and Lenders to fund the refinancing of Financing. There are no other agreements, side letters or arrangements that would permit the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and Lenders to reduce the amount of financing required for the foregoing purposes, Financing or that would otherwise affect the “Required Amounts”)availability of the Financing. Parent has delivered to the Company a true, complete and correct copy Each of all fee letters (the “Fee Letters”) related to the Debt Commitment LetterLetters has been duly executed and delivered by, subject and is a legal, valid and binding obligation of Soap, and to redaction solely the Knowledge of feeSoap, flex and all other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount parties thereto. Each of the Debt Financing. (b) As of the date hereof, (i) the Debt Commitment Letter Letters is in full force and effect and has not been withdrawn or terminated, terminated or otherwise amended or modified or waived in any respect, except as permitted by this Section 4.16 or Section 5.17. All commitment and (ii) other fees required to be paid under the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, Letters on or prior to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality of the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, to the Knowledge of Parent, would (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3hereof have been paid and, as of the date hereof, none to the Knowledge of ParentSoap, Merger Sub there is no fact or occurrence existing that would make any Borrower of the statements (including assumptions) set forth in any of the Debt Commitment Letters inaccurate. Assuming the satisfaction of the conditions in Section 6.1 and Section 6.2 and no breach or default by Dish hereunder, to the Knowledge of Soap, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of the Financing not to be satisfied at or before the Closing, and Soap has any no reason to believe that it will be unable to satisfy, satisfy on a timely basis, basis any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that Letters. (b) Assuming the full amounts committed pursuant to the Debt Commitment Letter will not be available as satisfaction of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing in Section 6.1 and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. ParentSection 6.2, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. As Business Day next succeeding the last day of the date hereofMarketing Period, Debt Commitment Letter has not been modifiedSoap will have, amended (i) sufficient cash, available lines of credit or altered and none other sources of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay consummate all of the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of transactions contemplated by this Agreement, will be validly issuedincluding, fully paid without limitation, the payment of the Dish Per Share Merger Consideration and non-assessable the Dish Per DSU Cash Merger Consideration in connection with the Merger, the repayment or refinancing of the Indebtedness set forth in Section 3.17(a)(ii) of the Dish Disclosure Letter, and free and clear of all Encumbrances. (d) In no event shall the receipt or availability payment of any funds fees or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or expenses associated with any of their respective affiliates or any other financing or other transactions be a condition the foregoing, and (ii) the resources and capabilities (financial and otherwise) to any of Parent’s or Merger Sub’s perform its obligations under this Agreement. (ec) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately after giving effect to Soap is not entering into the transactions contemplated by this Agreement (including consummation with the intent to hinder, delay or defraud either present or future creditors of Soap or any of its Subsidiaries, or Dish or any Dish Subsidiary. Immediately after giving effect to all of the Debt transactions contemplated by this Agreement, including the Financing), any alternative financing and the payment of the aggregate Dish Per Share Merger Consideration and the Dish Per DSU Cash Merger Consideration in connection with the Merger, the repayment or refinancing of the Indebtedness set forth in Section 3.17(a)(ii) of the Dish Disclosure Letter, and the payment of any fees or expenses associated with any of the foregoing, assuming (i) the Surviving Corporation satisfaction or waiver of the conditions to Soap’s obligation to consummate the Merger as set forth herein and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness and Liabilities, as such Indebtedness and Liabilities become absolute and matured, (ii) the then present accuracy of the representations and warranties of Dish set forth in Article III hereof as of the Closing Date, Soap and its Subsidiaries will be Solvent. For purposes of this Section 4.16, the term “Solvent” with respect to Soap and its Subsidiaries means that, as of any date of determination, (A) the amount of the fair saleable value of the assets of the Surviving Corporation Soap and its Subsidiaries, on taken as a consolidated basiswhole, will exceed or equal exceeds, as of such date, the sum of (1) the value of all Liabilities of Soap and its Subsidiaries, taken as a whole, including contingent and other Liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the solvency of debtors, and (2) the amount that will be required to pay their the probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation Soap and its Subsidiaries, taken as a whole, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities existing debts (including the probable amount of all contingent Liabilities) as such debts become absolute and Indebtedness and matured; (ivB) the Surviving Corporation Soap and its Subsidiaries, on a consolidated basis, Subsidiaries will not have have, as of such date, an unreasonably small amount of capital to carry on their businesses as presently conducted for the operation of the business in which they are engaged or as proposed to be conductedengaged by Soap following such date; and (C) Soap and its Subsidiaries will be able to pay their Liabilities, including contingent and other Liabilities, as they mature.

Financing; Solvency. (a) Parent has delivered to the Company a true, accurate correct and complete copies copy of the executed debt commitment letterLetter Agreement, dated as of the date hereof (the “Debt Commitment Letter”) hereof, pursuant to which which, among other matters, the lenders named therein Guarantor has agreed with Parent to (the “Lenders”)i) make, subject to the terms and conditions set forth thereinthereof, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of an equity investment in Parent (eachthe amount of equity capital to be provided pursuant to the Letter Agreement, a the “BorrowerEquity Financing”), and (ii) commit to assume the amounts payment obligations of Parent and Merger Sub hereunder. Assuming the satisfaction of the conditions set forth thereinin this Agreement (including the Offer Conditions) and in the Letter Agreement, the Equity Financing, when funded in accordance with the Letter Agreement, together with cash and such amounts are other sources of funds immediately available to Parent, provide Parent or Merger Sub with cash proceeds on the Closing Date sufficient for Parent to fund the transactions pay all amounts required to be paid by or on behalf of Parent as contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of the date hereof, the Letter Agreement (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn or terminatedeffect, or amended or modified or waived in any respect, and (ii) constitutes the Debt Commitment Lettervalid, in the form so delivered, is a legal, valid binding and binding obligation Enforceable obligations of Parent and/or and Merger Sub (as applicable) and, to the Knowledge knowledge of Parent, of the other parties thereto, enforceable in accordance with its terms, and (iii) is not subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium any conditions precedent as between Parent and similar Laws of general applicability relating to or affecting creditors’ rights Merger Sub and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no any other agreements, side letters, or arrangements of any kind relating party to the Debt Commitment Letter Agreement that would affect are not expressly set forth in the amount, availability, enforceability or conditionality of the Debt FinancingLetter Agreement. As of the date hereof, other than the Letter Agreement (and redacted fee letter), neither Parent nor Merger Sub has entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the Equity Financing contemplated by the Letter Agreement. As of the date hereof, the Letter Agreement has not been amended or modified, the commitments contained in the Letter Agreement have not been reduced, withdrawn, rescinded or replaced in any respect, and no such amendment or modification of the Letter Agreement or such reduction, withdrawal, rescission or replacement of the commitments thereunder is contemplated. (c) As of the date hereof, neither Parent and Merger Sub is in default under any provision of the Letter Agreement, and, to Parent’s knowledge, no event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, (i) would reasonably be expected to constitute or result in a breach or default or breach on the part of Parent any Person under the Letter Agreement, or its Subsidiaries under any term (ii) would reasonably be expected to constitute or result in a failure to satisfy a condition of the Debt Commitment Letter or, to the Knowledge of Parent, would (i) make any of the assumptions or any of the statements precedent as set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the ClosingAgreement. As of the date hereof, no Debt Financing Source neither Parent or Merger Sub has notified Parent, received any written notice or other written communication from any party to the Letter Agreement with respect to (x) any actual or potential breach or default on the part of Parent or Merger Sub or any Borrower of its intention other party to terminate the Letter Agreement or (y) any of actual or potential failure to satisfy any condition precedent set forth in the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as Agreement. (d) As of the date hereof, none assuming the satisfaction of Parentthe conditions set forth in this Agreement (including the Offer Conditions), neither Parent nor Merger Sub or any Borrower Sub: (i) has any reason to believe that it will not be unable able to satisfy, satisfy on a timely basisbasis each term and condition relating to the closing or funding of the Equity Financing, (ii) knows of any term fact, occurrence, circumstance or condition of closing that would reasonably be expected to (x) cause the Letter Agreement to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, or (y) cause any of the terms or conditions relating to the closing or funding of any portion of the Equity Financing not to be met, satisfied by it or complied with. (e) Parent has delivered to the Company a true and complete copy of the executed Debt Financing commitment letter from the Debt Financing Sources party thereto (together with the term sheet attached thereto and the related fee letter (redacted in a manner reasonably acceptable to the Debt Financing Sources), the “Debt Financing Letter Agreement”), pursuant to which such Debt Financing Sources have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the Debt Financing. As of the date of this Agreement, none of the Debt Financing commitments have been amended or modified, and the respective commitments contained in the Debt Commitment Financing Letter Agreement have not been withdrawn or that rescinded. As of the date of this Agreement, the Debt Financing Letter Agreement is in full amounts committed pursuant force and effect and constitutes the valid, binding and Enforceable obligation of each of Parent and Merger Sub and, to the Debt Commitment Letter will not be available as knowledge of Parent and Merger Sub, the Closingother parties thereto. There are no conditions precedent (including any “flex” provisions) related to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required contemplated by the Debt Commitment Financing Letter to be paid on or before the date of this Agreement. As of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (cf) Assuming the funding of the Debt Financing Without limiting Section 6.7, in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by or to Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions transaction be a condition to any of Parent’s the obligations of Parent or Merger Sub’s obligations under this AgreementSub hereunder. (eg) Assuming that Immediately following the Closing, assuming (i) the satisfaction of the conditions set forth in this Agreement (including the Offer Conditions), (ii) immediately prior to the obligation Closing and without giving effect to the Equity Financing or any Debt Financing, the Company and the Company Subsidiaries are Solvent, and (iii) any estimates, projections or forecasts of the Company and the Company Subsidiaries have been prepared by them in good faith and based upon assumptions that were, and continue to be, reasonable, Parent and Merger Sub to consummate the Merger have been satisfied or waivedSurviving Corporation will be, then immediately individually and on a consolidated basis, Solvent after giving effect to the transactions contemplated Transactions or by this Agreement (including consummation Parent or any of the Debt Financing), (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness and Liabilities, as such Indebtedness and Liabilities become absolute and matured, (ii) the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be conductedaffiliates.

Financing; Solvency. (a) Parent Buyer has delivered to the Company Seller a true, accurate correct and complete copies complete, fully executed copy of executed debt commitment letterthe Equity Commitment Letter, dated pursuant to which Sponsor has committed to provide the Equity Financing and Seller is named an express third party beneficiary in, and is entitled to require Buyer to specifically enforce the performance of Sponsor’s obligation to fund the Equity Financing, in each case, in accordance with, and subject to the terms of, this Agreement and the Equity Commitment Letter. The Equity Commitment Letter, has not been amended, restated or otherwise modified or waived as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement no such amendment or modification is contemplated and the refinancing of respective commitments contained in the Fourth Amended and Restated Credit Agreement dated as of June 30Equity Commitment Letter have not been withdrawn, 2017 among VFH Parent LLCrescinded, as borroweramended, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not restated or otherwise modified in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As respect as of the date hereof, (i) the Debt . The Equity Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) constitutes the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge each of Parent, the other parties thereto, enforceable in accordance with its termsBuyer and Sponsor, subject to bankruptcythe Enforceability Limitations. Assuming the satisfaction of the conditions contained Section 7.2(a) and Section 7.2(b), insolvencythe net cash proceeds contemplated from the Equity Financing will be sufficient to consummate the transactions contemplated by this Agreement, fraudulent transferincluding (x) the payment of any amounts required to be paid pursuant to Article 2, reorganization, moratorium and similar Laws (y) the payment of general applicability relating all other amounts to be paid by Buyer pursuant to or affecting creditors’ rights in connection with this Agreement and subjectthe transactions contemplated hereunder, as and associated costs and expenses of the transactions contemplated hereunder required to enforceabilitybe paid by Buyer pursuant to this Agreement or the Equity Commitment Letter (such amounts, collectively, the “Required Amounts”). No event has occurred which would or would reasonably be expected to general equity principles. Except for constitute a breach or default (or an event which with notice or lapse of time or both would or would reasonably be expected to constitute a default) on the Fee Letters, there are no other agreements, side letters, part of Buyer or arrangements of any kind relating Sponsor under the Equity Commitment Letter or would reasonably be expected to constitute a failure to satisfy a condition precedent to the Debt Equity Financing under the Equity Commitment Letter that would affect by Buyer or Sponsor. Subject to the amount, availability, enforceability or conditionality satisfaction of the Debt Financing. As conditions contained in Section 2 of the date Equity Commitment Letter (including Section 7.2(a) and Section 7.2(b) hereof), no event has occurred which, with which would or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, reasonably be expected to the Knowledge of Parent, would (i) make cause any of the assumptions conditions to the Equity Financing not to be satisfied or the full amount of the Equity Financing not to be available to Buyer on the Closing Date. There are no side letters or other agreements, Contracts or arrangements related to the funding of the full amount (or any portion) of the statements Equity Financing other than as expressly set forth in the Debt Equity Commitment Letter inaccurate and delivered to the Seller prior to the execution and delivery of this Agreement. The Equity Commitment Letter and the availability of the Equity Financing on the Closing Date are not subject to any conditions precedent or other conditions other than as expressly set forth in the Equity Commitment Letter. No Person has any material respectright to impose, and neither the Buyer nor any party to the Equity Commitment Letter has an obligation to accept, (iii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Equity Financing other than as expressly set forth in the Debt Equity Commitment LetterLetter nor (ii) any reduction to the aggregate amount available under the Equity Commitment Letter contemplated to be funded at Closing (nor any term or condition which would have the effect of reducing the aggregate amount available under the Equity Financing at Closing). Parent, Merger Sub and the Borrowers have Buyer has fully paid (or caused to be paid) any and paid all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before prior to the date of this Agreementhereof in connection with the Equity Financing. As of Notwithstanding the date hereof, Debt Commitment Letter has not been modified, amended foregoing or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, anything to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as contrary set forth in this Agreement, Buyer acknowledges and agrees that the Debt Commitment Letterobtaining of any Financing is not a condition to the Closing. (cb) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately Immediately after giving effect to the transactions contemplated by this Agreement (including consummation and assuming the accuracy of the Debt Financing)representations and warranties set forth in Article 3, Buyer shall be solvent and shall (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness its debts as they become due, (ii) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities) and Liabilities(iii) have adequate capital or access to such capital to carry on its businesses. In connection with the transactions contemplated by this Agreement and assuming the accuracy of the representations and warranties set forth in Article 3, (A) no transfer of property is being made by Buyer and no obligation is being incurred by Buyer with the intent to hinder, delay or defraud either present or future creditors of Buyer, Seller or the Company and (B) Buyer has not incurred, and does not plan to incur, debts beyond its ability to pay as such Indebtedness and Liabilities they become absolute and matured, (ii) the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be conducted.

Financing; Solvency. (a) Parent has delivered to the Company true, an accurate and complete copies copy of the fully executed debt commitment letter, together with any related fee letters (in the case of the fee letters, redacted in a customary manner for confidential provisions related to fees, flex terms related to fees and pricing and other economic terms, none of which adversely affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing contemplated thereby in any respect), dated as of the date hereof hereof, by and among the Debt Financing Sources, the Acquisition Subs and other parties thereto, providing for debt financing as described therein (together, including all exhibits, schedules and annexes and the fee letters associated therewith, the “Debt Commitment Letter”) ), pursuant to which the lenders named therein (the “Lenders”)which, subject to upon the terms and subject only to the conditions set forth therein, the Debt Financing Sources party thereto have committed agreed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended therein (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of the date hereof, (i) the The Debt Commitment Letter is in full force and effect and has not been withdrawn or terminatedconstitutes the valid, or amended or modified or waived in any respect, binding and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding enforceable obligation of Parent and/or Merger Sub (as applicable) the Acquisition Subs and, to the Knowledge knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, terms (subject to the applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, fraudulent transfer, reorganization, moratorium and or other similar Laws affecting creditor’s rights generally and the availability of general applicability relating to or affecting creditors’ rights equitable relief and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements any implied covenant of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality of the Debt Financinggood faith and fair dealing). As of the date hereof, there are no conditions precedent or subsequent related to the funding of the Debt Financing contemplated by the Debt Commitment Letter, other than the conditions precedent set forth in the Debt Commitment Letter (such conditions precedent, the “Financing Conditions”). (c) As of the date hereof, the Debt Commitment Letter has not been amended, waived, supplemented or modified in any manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by the Acquisition Subs or, to the knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by the Acquisition Subs or, to the knowledge of Parent, any other party thereto. (d) As of the date hereof, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied on or prior to the Closing Date or (ii) the Financing contemplated by the Debt Commitment Letter will not be available to the Acquisition Subs on the Closing Date. (e) As of the date hereof, the Acquisition Subs are not in default or breach under the terms and conditions of the Debt Commitment Letter or any related fee letters and, to the knowledge of Parent, no event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on or a failure to satisfy a condition under the part of Parent or its Subsidiaries under any term or condition terms and conditions of the Debt Commitment Letter or, to the Knowledge of Parent, would Letter. (if) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no No Debt Financing Source has notified Parent, Merger Sub Parent or any Borrower the Acquisition Subs of its intention to terminate any of its commitment under the Debt Commitment Letter or to not to provide the Debt Financing. Assuming satisfaction of the conditions . (g) The Acquisition Subs have paid in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. As any related fee letter that are due as of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing), (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness and Liabilities, as such Indebtedness and Liabilities become absolute and matured, (ii) the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be conducted.

Financing; Solvency. (a) Parent has delivered The Purchasers have furnished to the Company true, accurate Sellers a true and complete copies copy of (i) a fully executed debt equity commitment letter, dated as of October 10, 2016, by and between the date hereof Purchasers and the Investors (together with all exhibits, schedules, annexes, supplements and amendments thereto, the “Debt Equity Commitment Letter”) pursuant to which the lenders named Investors have committed to invest, directly or indirectly, in the Purchasers the cash amounts set forth therein (the “LendersEquity Financing”), subject to the terms and conditions set forth thereinin the Equity Commitment Letter, and (ii) a fully executed debt commitment letter, dated as of October 7, 2016, by Deutsche Bank AG, London Branch, in favor of I Squared Capital Advisors (US) LLC, as manager of ISQ Global Infrastructure Fund L.P. and its affiliated entities (together with all exhibits, schedules, annexes, supplements and amendments thereto and including any fee letter, with only the fee amounts and market flex terms redacted from any such fee letter in a customary manner (so long as the redaction does not cover terms that would adversely affect the conditionality, availability or termination of the Debt Financing), the “Debt Commitment Letter,” and together with the Equity Commitment Letter, the “Commitment Letters”) pursuant to which such lending parties named therein have committed to lend to VFH Parent LLC and Impala Borrower LLCprovide the Purchasers with at least $450,000,000 in debt financing (the “Loans”) for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing” and, each a direct or indirect wholly-owned subsidiary of Parent (eachtogether with the Equity Financing, a the “BorrowerFinancing”), subject to the amounts terms and conditions set forth thereinin the Debt Commitment Letter. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letters, and such amounts together with all other funds of Purchasers, are sufficient for Parent to fund allow Purchasers to complete the Transaction on the terms and subject to the conditions set forth in this Agreement and to consummate the transactions contemplated by this Agreement, including for Purchasers to pay the refinancing of aggregate amounts payable pursuant to Article I at the Company Credit Agreement Closing and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy payment of all fee letters (the “Fee Letters”) fees, costs and expenses to be paid by Purchasers related to the Debt Commitment Lettertransactions contemplated by this Agreement, subject including such fees, costs and expenses relating to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of the date hereof, (i) the Debt . Each Commitment Letter is valid, binding and in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) to Purchasers and, to the Knowledge of ParentPurchasers, each of the other parties to the Commitment Letters. As of the date of this Agreement, neither Purchasers nor any of their Affiliates are in breach of any of their covenants or other obligations set forth in, or are in default under, any of 24 the Commitment Letters, nor do Purchasers or any of their Affiliates have knowledge of any breach of the Commitment Letters by any of the other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality Knowledge of the Debt Financing. As of the date hereof, Purchasers no event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute or result in a breach or default or breach on the part of Parent or its Subsidiaries any Person under any term or condition of the Debt Commitment Letter orLetters, (ii) constitute or result in a failure to satisfy any of the Knowledge terms or conditions set forth in any of Parentthe Commitment Letters, would (iiii) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter Letters inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied respect or (iiiiv) otherwise result in any portion of the Financing not being available. The Commitment Letters have not been amended or modified in any respect prior to the date of this Agreement and as of the date of this Agreement and the commitments contained in the Commitment Letters have not been withdrawn, rescinded, terminated, amended, supplemented or modified, in any respect, and no such withdrawal, repudiation, rescission, termination, amendment, supplement or modification is contemplated by Purchasers. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Equity Financing or the Debt Financing not being available on by the date financing sources, or any contracts, agreements, arrangements or understandings related to the Financing, other than as specifically set forth in the respective Commitment Letters. Assuming the accuracy of the Closing. As of representations and warranties for the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions Companies set forth in Section 8.1 and Section 8.3Article III, as of the date hereofof this Agreement, none of Parent, Merger Sub or any Borrower has any Purchasers have no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) that it they will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it them contained in the Debt Commitment Letter Letters or that the full amounts committed pursuant to the Debt Commitment Letter Letters will not be available as of the ClosingClosing if the terms or conditions to be satisfied by them contained in the Commitment Letters are satisfied. There are no conditions precedent (including any “flex” provisions) to the funding As of the full amount date of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parentthis Agreement, Merger Sub and the Borrowers Purchasers have fully paid (or caused to be paid) any and all commitment fees or other fees or deposits required by the Debt Commitment Letter Letters to be paid on or before the date of this Agreement. As of Notwithstanding anything contained in this Agreement to the date hereofcontrary, Debt Commitment Letter has Purchasers expressly acknowledge that their obligations hereunder are not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded conditioned in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub manner upon Purchasers or any of their respective affiliates or Affiliates obtaining any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreementfinancing. (eb) Assuming that the conditions to representations and warranties of the obligation Sellers contained in Article II and Article III of Parent this Agreement are true and Merger Sub to consummate the Merger have been satisfied or waivedcorrect in all material respects, then immediately after giving effect to the Transaction and the consummation of the other transactions contemplated by this Agreement (including consummation of the Debt Financing), Financing being entered into in connection therewith): (i) the Surviving Corporation and its Subsidiaries, fair saleable value (determined on a consolidated going concern basis) of the assets of the Purchasers and the Acquired Companies shall be greater than the total amount of their liabilities (including all liabilities, will whether or not reflected in a balance sheet prepared in accordance with GAAP, and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed); (ii) Purchasers and the Acquired Companies shall be able to pay their Indebtedness debts and Liabilities, obligations as such Indebtedness and Liabilities they become absolute and matured, (ii) the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be conducted.due; and

Financing; Solvency. (a) Parent has delivered to the Company true, accurate and complete copies of executed debt commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent Acquirer has delivered to the Company a true, accurate and complete and correct copy of the executed debt commitment letter, dated the Agreement Date, by and among Acquirer and Lender, including all fee letters exhibits, schedules and annexes thereto (as it may be amended, amended and restated or modified from time to time pursuant to Section 6.16, the “Fee LettersCommitment Letter”) related ), pursuant to which, and subject to the Debt Commitment Letterterms and conditions of which, subject the Lender has committed to redaction solely lend the amounts set forth therein to Acquirer for the purpose of feefunding the Merger and the other Transactions (such committed debt financing, flex and other economic provisions that are customarily redacted together with, unless the context otherwise requires, any debt securities issued in connection with transactions of this type and that could not in any event affect lieu thereof, the conditionality, enforceability, availability or amount of the “Debt Financing”). Each of Acquirer and Merger Sub acknowledges that notwithstanding the Commitment Letter and Debt Financing, it is not a condition to the Closing or any of its obligations under this Agreement. (b) As of the date hereofAgreement Date, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn withdrawn, rescinded or terminated, or otherwise amended or modified or waived in any respect, respect and (ii) the Debt Commitment Letter, in the form so delivered, is Letter constitutes a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) Acquirer and, to the Knowledge of ParentAcquirer, the other parties thereto, enforceable against it or them, as the case may be, in accordance with its termsterms subject only to the effect, subject to bankruptcyif any, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principlesthe Enforceability Exceptions. Except for fee letters with respect to fees and related arrangements with respect to the Debt Financing (the “Debt Fee LettersLetter”) and the proposal letter dated October 24, 2016 between Acquirer and Lender (the “Engagement Letter”), which Acquirer has delivered true, accurate and complete copies of to the Company on the Agreement Date (with only fee amounts, pricing caps and economic terms (none of which would adversely affect the amount or availability or conditionality of the Debt Financing) redacted), the Commitment Letter is the only agreement relating to the Debt Financing as of the Agreement Date. Other than as expressly set forth in the Commitment Letter, the Engagement Letter and the Debt Fee Letter, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would could affect the amount, availability, enforceability availability or conditionality of the Debt Financing. As . (c) Assuming the satisfaction of the date hereofconditions set forth in Section 7.1 and Section 7.3, no event has occurred that is continuing which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries Acquirer under any term or condition of the Debt Commitment Letter or, to the Knowledge of ParentAcquirer, would (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the ClosingClosing Date. As of the date hereofAgreement Date, no Debt Financing Source the Lender has not notified Parent, Merger Sub or any Borrower Acquirer of its intention to terminate any of the Debt commitments under such Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower . (d) Acquirer has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Engagement Letter, the Fee Letter and the Commitment Letter to be paid on or before the date of this AgreementAgreement Date. As The aggregate proceeds from the Financing constitute all of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none financing required for the consummation of the commitments thereunder has been withdrawn or rescinded Merger and the other Transactions, and are sufficient (together with Acquirer’s existing cash on hand as of the Closing Date) in amount for Acquirer to pay all of the amounts due from Acquirer pursuant to Section 2.4(a) and any respect andother cash amounts required to be paid in connection with the consummation of the Transactions and all associated fees, costs and expenses required to be paid by Acquirer in connection with the Merger and the other Transactions, including the Financing, in each case, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock extent required to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with paid on the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this AgreementClosing Date. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately Immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing), Transactions: (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness and Liabilities, as such Indebtedness and Liabilities become absolute and matured, (ii) the then present fair saleable value (determined on a going concern basis) of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will Subsidiaries shall be required to pay their probable Liabilities (including greater than the probable total amount of all contingent its Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iiiii) the assets of Acquirer and the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed the Subsidiaries shall be able to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness debts as they become due and (iviii) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not the Subsidiaries shall have unreasonably small adequate capital to carry on their businesses as presently conducted business. No transfer of property is being made by Acquirer and no obligation is being incurred by Acquirer in connection with the Transactions with the intent to hinder, delay or as proposed to be conducteddefraud either present or future creditors of Acquirer, the Surviving Corporation or the Subsidiaries.

Financing; Solvency. (a) Parent Purchaser has delivered to the Company true, accurate Seller a correct and complete copies fully executed copy of executed debt the commitment letter, dated as of July 24, 2021, between Purchaser and the Financing Sources, including all exhibits, schedules, annexes and amendments to such letter as in effect as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), under which and subject to the terms and conditions thereof the lenders thereunder have committed to lend the amounts set forth therein to Purchaser (the provision of such funds as set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent Purchaser has also delivered to Seller correct and complete fully executed copies of the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted entered into in connection with transactions of this type and the Commitment Letter; provided that could not the provisions in any event affect the conditionality, enforceability, availability or amount each of the Debt Financing. (b) Fee Letters related solely to fees and other commercially sensitive numbers and provisions therein may be redacted, in each case so long as such redactions do not impact the conditionality or the availability of the Financing on the Closing Date. As of the date hereof, (i) the Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery hereof, and the respective commitments under the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect. As of the date hereof, except for the Commitment Letter and the Fee Letters, there are no other Contracts, side letters or other arrangements to which Purchaser is a party or by which Purchaser is bound relating to the availability, amount or conditionality of the Financing. As of the execution and delivery hereof, the Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) is the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) each of Purchaser and, to the Knowledge of ParentPurchaser, the other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principlesthe Enforceability Exceptions. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality of the Debt Financing. As of the date hereof, no event Purchaser has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, to the Knowledge of Parent, would (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be fully paid) any and all commitment fees or other similar fees required by the Debt Commitment Letter or the Fee Letters to be paid on or before the date of this Agreementhereof. As of the date hereof, Debt Commitment Letter has not been modified, amended There are no conditions precedent express or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, implied related to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt full amount of, or the availability of, or the timing for the receipt thereof, of the Financing under the Commitment Letter, other than as expressly provided in accordance with the Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, Parent will have available at assuming the satisfaction of the conditions set forth in Article IX, the net cash proceeds contemplated from the Financing (or the net cash proceeds from securities or bank financing transactions, or any combination thereof, in each case that does not include a provision that would constitute a Prohibited Amendment, in replacement of the Financing, in whole or in part), together with cash on hand and marketable securities of Purchaser, will, in the aggregate, be sufficient to enable Purchaser to deliver the Closing sufficient cash Purchase Price to Seller as and when contemplated by this Agreement and pay any fees and expenses of or payable by Purchaser as and when contemplated by this Agreement.. (b) Assuming the accuracy of the representations and warranties of Seller contained in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing)Sale, (i) the Surviving Corporation Purchaser and its Subsidiaries, taken as a whole, will be Solvent. For purposes of this Section 5.6, “Solvent” shall mean, with respect to Purchaser and its Subsidiaries, taken as a whole, that: (a) the fair saleable value (determined on a consolidated going concern basis) of the assets of Purchaser and its Subsidiaries, will taken as a whole, shall be greater than the total amount of the Liabilities (including all Liabilities, whether or not reflected in a balance sheet prepared in accordance with GAAP, and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed) of Purchaser and its Subsidiaries, taken as a whole, (b) Purchaser and its Subsidiaries, taken as a whole, shall be able to pay their Indebtedness debts and Liabilitiesobligations in the Ordinary Course of Business as they become due, as such Indebtedness and Liabilities become absolute and matured, (iic) the then present fair saleable value of the assets of the Surviving Corporation Purchaser and its Subsidiaries, on taken as a consolidated basiswhole, will exceed or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not shall have unreasonably small adequate capital to carry on their businesses as presently conducted and all businesses in which they are engaging or as proposed are about to be conductedengage.

Financing; Solvency. (a) Parent has delivered sufficient funds to the Company true, accurate and complete copies of executed debt commitment letter, dated as of the date hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and such amounts are sufficient for enable Parent to fund pay the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement maximum out-of-pocket costs and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”expenses specified in Section 7.3(c). Parent has delivered will have at the Effective Time sufficient funds to enable Parent to pay for all outstanding shares of Company Common Stock (including the Company a true, complete and correct copy of all fee letters (Option Consideration) converted into the “Fee Letters”) related right to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of the date hereof, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality of the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, to the Knowledge of Parent, would (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed receive cash pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. As of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect andMerger, to the Knowledge of perform Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions Agreement and to the obligation of Parent pay all fees and Merger Sub to consummate the Merger have been satisfied or waived, then immediately after giving effect expenses related to the transactions contemplated by this Agreement payable by it. Parent has received and furnished to Company letters from the lenders under its various working capital lines (including consummation the “Financing”) setting forth the maximum amount available under such lines, the amount outstanding under the lines as of August ___, 2007, and confirming that the Financing is available for use in the transactions contemplated by this Agreement. The Financing will be available to deposit the aggregate Merger Consideration with the Paying Agent pursuant to Section 2.2(b) hereof. Parent does not intend, to use, directly or indirectly, pledge or grant any security interest in, any of Company’s assets principally to fund, repay or secure any portion of the Debt Financing), (i) or any replacement thereof, or any portion of the Merger Consideration. Based on Parent’s knowledge of Company’s liabilities, financial condition and projected capital requirements, and Parent’s knowledge of its own financial condition, the details of the Financing, and Parent’s intent with respect to the operation of the Surviving Corporation, after giving effect to the Merger, the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness its debts as they mature, and Liabilities, as such Indebtedness and Liabilities become absolute and matured, (ii) the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have be left with unreasonably small capital with which to carry on their businesses satisfy its debts. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge and agree that any event, action or change in circumstance inconsistent in a material way with any of the representations or warranties set forth in this Section 4.6, whether or not resulting from any action by Parent or Merger Sub, shall be deemed to constitute a breach of this Section 4.6 by Parent and Company may terminate this Agreement pursuant to Section 7.1(d) as presently conducted or as proposed to be conducteda result of such breach.

Financing; Solvency. (a) Parent has delivered shall use its reasonable best efforts to the Company truetake, accurate or cause to be taken, all lawful actions and complete copies of executed debt commitment letterto do, dated as of the date hereof (the “Debt Commitment Letter”) pursuant or cause to which the lenders named therein (the “Lenders”)be done, subject all lawful things necessary, proper or advisable to arrange and consummate Financing on the terms and conditions described in the Financing Commitments, including using its reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (iii) satisfy on a timely basis and comply with all terms, covenants, obligations and conditions set forth thereinin the Commitment Letters and in such definitive agreements applicable to Parent, have committed or Merger Sub, (iv) consummate the Financing at or prior to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth thereinClosing, and such amounts are sufficient for Parent to fund the transactions contemplated by this Agreement, including the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”v) related to enforce its rights under the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability or amount of the Debt Financing. (b) As of Parent will use its reasonable best efforts to take or cause to be taken all lawful actions, and to do or cause to be done all lawful things necessary or advisable, to obtain the date hereof, (i) Equity Financing contemplated by the Debt Equity Commitment Letter is in full force and effect to fully enforce the Equity Commitment Letter. (c) Parent and has Merger Sub agree that they will not been withdrawn permit or terminatedagree to any amendment or modification to, or amended or modified or waived in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements waiver of any kind relating to material provision or remedy under the Debt Commitment Letter that would affect the amountFinancing Commitments, availabilityif such amendment, enforceability modification or conditionality of the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, to the Knowledge of Parent, waiver would (i) make reduce the aggregate amount of the Financing, (ii) impose additional conditions precedent to the initial availability of the Financing or amend or modify any of the assumptions existing conditions to the availability of the Financing in a manner that would reasonably be expected to materially delay, prevent or render less likely to occur the Financing, or any material portion thereof, on the Closing Date, or (iii) adversely impact the ability of Parent or Merger Sub to enforce their rights against other parties to the Financing Commitments or the definitive agreements with respect thereto. (d) Parent shall keep the Company informed in reasonable detail with respect to all material activity concerning the status of the Financing contemplated by the Financing Commitments and shall give the Company prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within one (1) Business Day, if at any time (i) any Debt or Equity Commitment Letter shall expire or be terminated for any reason, (ii) any financing source that is a party to a Debt or Equity Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, (iii) for any reason Parent no longer believes in good faith that it will be able to obtain all or any portion of the Financing contemplated by the Financing Commitments on the terms described therein, or (iv) Parent becomes aware of any breach by any party of the Financing Commitments that could reasonably be expected to adversely affect the Financing Commitments or delay or impair the consummation of the Financing. (e) Parent shall provide to the Company copies of all documents related to the Financing Commitments and the Financing upon reasonable request and, in any event, the final documents, including without limitation all definitive agreements, (other than any ancillary documents subject to confidentiality agreements, including fee letters and engagement letters). (f) Parent and Merger Sub acknowledge and agree that obtaining the Financing is not a condition to Closing. Without limiting any of the obligations of Parent under this Agreement or any of the statements Company’s remedies, if any of the Financing becomes unavailable on the terms and conditions contemplated in any of the Financing Commitments or any of the Financing Commitments shall be terminated (in each case other than due to the failure of the condition to Closing set forth in Section 6.3(g) to be satisfied), Parent and Merger Sub shall use their reasonable best efforts to obtain alternative financing commitments for the portion of such Financing that becomes unavailable or is the subject of a terminated Financing Commitment; provided, that if Parent is unable to obtain Alternative Financing despite the use by Parent and Merger Sub of their reasonable best efforts then the Company shall have the remedies described in Section 7.1(a)(v). Parent and Merger Sub may also replace any of the Financing Commitments to obtain more favorable economic terms with the Company’s prior approval, which will not be unreasonably withheld, conditioned or delayed (it being understood that any replacement involving Comerica Bank on terms substantially similar to those previously discussed between the parties is hereby approved by the Company). The alternative Financing Commitments described in this subsection are referred to as the “Alternative Financing Commitments” and the debt financing to be provided pursuant to such Alternative Financing Commitments is referred to as the “Alternative Financing”. In the event that Alternative Financing Commitments are required to be obtained because any of the Financing has become unavailable or been terminated due to an event outside Parent’s control, then Parent shall use reasonable best efforts to obtain the Alternative Financing Commitments within ten (10) Business Days after Parent is first notified that such Financing has or will become unavailable or terminated, but not later than the Closing Date or, if earlier, the tenth (10th) Business Day prior to the End Date, and in the event Alternative Financing Commitments are obtained for any other reason, such Alternative Financing Commitments shall be in place immediately upon termination of the Financing being replaced. The Alternative Financing Commitments shall be on terms and conditions (including termination rights and funding conditions) no less favorable to Parent, Merger Sub or the Company than the current Financing Commitments that are being replaced. Parent shall provide the Company with a copy of the commitment letters evidencing such Alternative Financing Commitments (the “Alternative Commitment Letters”). Such Alternative Financing Commitments shall be deemed to be included in the Financing Commitments, all references to “Financing Commitments” shall be deemed to include the Alternative Financing Commitments, all references to “Financing” shall be deemed to include the Alternative Financing, all references to “Equity Commitment Letter” or “Debt Commitment Letter inaccurate Letter” shall be deemed to include the Alternative Commitment Letters, and Parent and Merger Sub shall have the same obligations with respect thereto (including under this Section 5.9) as they had with respect to the Financing Commitments being replaced. (g) The Company shall provide, and shall cause its Subsidiaries and each of its and their respective Representatives, including its legal and accounting Representatives, to provide, such cooperation as may be necessary and reasonably requested by Parent to assist Parent in any material respect, (ii) result in any of causing the conditions in the Debt Commitment Letter to be satisfied and to obtain the Financing, including (i) providing all periodic filings pursuant to the Exchange Act, (ii) subject to obtaining confidentiality agreements with respect to information that is not being satisfied or (iii) otherwise result in made publicly available, such other reasonably requested financial information necessary for the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub including information for inclusion in pro forma financial information, and the Borrowers have fully paid (other financial information as may be reasonably requested in writing by Parent to assist in preparation of customary offering or caused information documents to be paidused for the completion of the Financing, (iii) making available, at times mutually agreed upon, appropriate members of senior management of the Company for the purpose of meeting with proposed lenders providing or arranging the Financing, rating agencies, diligence sessions relating to the Company and road shows, (iv) cooperating with reasonable requests relating to the marketing efforts for the Financing (including consenting to the reasonable use of the Company’s logos), (v) providing access to the most recent appraisals, environmental reports, evidence of title (including copies of deeds, lease documentation, title insurance policies and/or commitments for title insurance, title opinions, surveys, and similar information), and similar information with respect to the properties and assets of the Company as may be reasonably requested by Parent and that are in the possession of the Company or its advisors, (vi) reviewing and commenting on information relating to the Company within the Company’s Knowledge included in materials for rating agency presentations, confidential information memoranda and other customary offering and marketing materials requested in connection with the Financing, (vii) furnishing Parent with information in the Company’s possession that any lender providing or arranging Financing has reasonably requested and all commitment fees or other fees that is required by regulatory authorities in connection with such Financing under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Debt Commitment Letter PATRIOT Act, and (viii) subject to be paid on or before obtaining confidentiality agreements with respect to information that is not made publicly available, providing Financing Source Parties with access to the date of due diligence files prepared in connection with this Agreement. As Agreement and otherwise cooperating with diligence efforts of the date hereof, Debt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, Financing Source Parties to the Knowledge of Parent, no withdrawal or rescission thereof is contemplatedextent customary and reasonable. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of the Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, Parent will have available at Closing sufficient cash in immediately available funds to pay the Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances. (d) In no event shall the receipt Company and its officers be required to take any action that would create any liability to the Company to any Financing Source Parties prior to the Effective Time or availability after the termination of this Agreement, and Parent shall be solely responsible (and will make clear in any presentations to Financing Source Parties that it is solely responsible) for the information provided to Financing Source Parties; provided that the foregoing shall not limit the Company’s liability to Parent and Merger Sub for any breach of any funds representations, warranties and covenants in this Agreement, subject to the terms and limitations set forth herein or financing (including, limit the Company’s responsibility for the avoidance accuracy of doubtthe historical information of the Company. Subject to the preceding sentence, the Debt Financing) by Company will make its executive officers reasonably available to assist Parent in Parent’s preparation for and presentations to Financing Source Parties and to review any historical information of the Company; provided that in no event shall any information be furnished about the Company if the disclosure thereof would require the Company to make a filing or public disclosure as to material non-public information without the written consent of the Company (which shall not be unreasonably withheld, Merger Sub conditioned or delayed, and provided, further, that none of the Company or any of their respective affiliates its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other financing liability in connection with the Financing prior to the Effective Time. The Company will provide Parent with (A) customary pay-off letters with respect to the current credit facilities of the Company and its Subsidiaries and (B) recordable form lien releases, canceled notes and other documents reasonably requested by Parent prior to the Closing indicating that all Liens resulting from such credit facilities shall be satisfied, terminated and discharged on or other transactions be a prior to the Closing Date. Notwithstanding anything to the contrary, the condition set forth in Section 6.3(b), as it applies to any of Parent’s or Merger Subthe Company’s obligations under this AgreementSection 5.9(g), shall be deemed satisfied unless there has occurred a Willful Breach of its obligations under this Section 5.9(g). (eh) Assuming Parent shall use its reasonable best efforts, and shall cause its Affiliates to use their reasonable best efforts, to refrain from such actions and from entering into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that is taken with the conditions knowledge that such action would reasonably be expected to materially impair, delay or prevent consummation of the obligation Financing contemplated by the Financing Commitments. (i) If Parent or any of its Affiliates obtain or perform, whether for its benefit or for the benefit of any Financing Source Party, a letter or other evaluation of the solvency or financial capacity of Parent and or Merger Sub to consummate the Merger have been satisfied or waived, then immediately after giving effect to the Merger and the other transactions contemplated by this Agreement hereby (including consummation of the Debt Financing), Parent shall provide the Company with a copy of any such letter or evaluation. (j) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.9 shall require, and in no event shall the reasonable best efforts of Parent be deemed or construed to require, either Parent or Merger Sub to (i) bring any enforcement action against any source of the Surviving Corporation Financing to enforce its respective rights under the Financing Commitments, except that Parent shall seek enforcement of the Equity Commitment Letter solely if the Company seeks and its Subsidiaries, on is granted a consolidated basis, will be able decree of specific performance after all conditions to pay their Indebtedness and Liabilities, as such Indebtedness and Liabilities become absolute and maturedthe granting therefor set forth in Section 8.5 of this Agreement have been satisfied, (ii) seek payment from any source other than those counterparty to, or in any amount in excess of that contemplated by, the then present fair saleable value of the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, will exceed Equity Commitment Letter or equal the amount that will be required to pay their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness as such Liabilities and Indebtedness become absolute or matured, (iii) pay any fees in excess of those contemplated by the assets Financing Commitments (whether to secure waiver of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their probable Liabilities (including the probable amount of all contingent Liabilities) and Indebtedness and (iv) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted any conditions contained therein or as proposed to be conductedotherwise).