AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC. IMPALA MERGER SUB, INC. and INVESTMENT TECHNOLOGY GROUP, INC. Dated as of November 6, 2018Agreement and Plan of Merger • November 8th, 2018 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2018 (this “Agreement”), is by and among Virtu Financial, Inc., a Delaware corporation (“Parent”), Impala Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Parties”), and Investment Technology Group, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties” and each, a “Party”).
INDEMNIFICATION AGREEMENT by and between VIRTU FINANCIAL, INC. and as IndemniteeIndemnification Agreement • February 20th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [ ], 2015 (this “Agreement”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC., ORCHESTRA MERGER SUB, INC. and KCG HOLDINGS, INC. Dated as of April 20, 2017Agreement and Plan of Merger • April 21st, 2017 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
This AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2017 (this “Agreement”), is by and among Virtu Financial, Inc., a Delaware corporation (“Parent”), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Parties”), and KCG Holdings, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties” and each, a “Party”).
ContractCredit Agreement • May 11th, 2020 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
AMENDMENT NO. 2, dated as of March 2, 2020 (this “Amendment”), to the Credit Agreement, dated as of March 1, 2019 (as amended by that certain Amendment No. 1 dated as of October 9, 2019, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among VIRTU FINANCIAL LLC, a Delaware limited liability company (“Holdings”), VFH PARENT LLC, a Delaware limited liability company (“Virtu” or the “Borrower”), the Subsidiary Loan Parties party thereto from time to time, JEFFERIES FINANCE LLC, as administrative agent and collateral agent (the “Collateral Agent”) (in such capacities, including any successor thereto, the “Administrative Agent”), as an Issuing Bank, and as the Swingline Lender, each other Issuing Bank from time to time party thereto and the LENDERS party thereto from time to time (including JEFFERIES FINANCE LLC, as the Purchasing Term Lender (as defined below)). Capitalized terms used but not defined h
TAX RECEIVABLE AGREEMENT (non-SLP EXCHANGES) among VIRTU FINANCIAL, INC., and THE PERSONS NAMED HEREINTax Receivable Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This TAX RECEIVABLE AGREEMENT (NON-SLP EXCHANGES) (as amended from time to time, this “Agreement”), dated as of April 15, 2015, is hereby entered into by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), each of the undersigned parties hereto identified as “Members,” and each of the successors and assigns thereto.
VIRTU FINANCIAL, INC. AMENDED AND RESTATED RESTRICTED STOCK UNIT AND COMMON STOCK AWARD AGREEMENTRestricted Stock Unit and Common Stock Award Agreement • February 25th, 2021 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS RESTRICTED STOCK UNIT AND COMMON STOCK AWARD AGREEMENT (the “Agreement”), is entered into as of February 1, 2021 (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Douglas A. Cifu (the “Participant”).
AMENDMENT NO. 1, dated as of October 9, 2019 (this “Amendment”), to the Credit Agreement, dated as of March 1, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among...Credit Agreement • November 7th, 2019 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
CREDIT AGREEMENT, dated as of March 1, 2019 (this “Agreement”), among VIRTU FINANCIAL LLC, a Delaware limited liability company (“Holdings”), IMPALA BORROWER LLC, a Delaware limited liability company (“Impala Borrower” or the “Acquisition Borrower”), VFH PARENT LLC, a Delaware limited liability company (“Virtu” or the “Refinancing Borrower”, and, together with the Acquisition Borrower, each individually, and collectively referred to herein, as the context may require, the “Borrower”), JEFFERIES FINANCE LLC, as administrative agent and collateral agent (the “Collateral Agent”) (in such capacities, including any successor thereto, the “Administrative Agent”), as an Issuing Bank, and as the Swingline Lender, each other Issuing Bank from time to time party hereto and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
VIRTU FINANCIAL, INC. AMENDED AND RESTATED 2015 MANAGEMENT INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 28th, 2023 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is entered into as of February 3, 2023 (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Douglas A. Cifu (the “Participant”).
AMENDMENT NO. 1, INCREMENTAL REVOLVING FACILITY AMENDMENT AND JOINDER AGREEMENTCollateral Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 8, 2013 (this “Agreement”), among VIRTU FINANCIAL LLC, a Delaware limited liability company (“Initial Holdings”), VFH PARENT LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and JPMORGAN CHASE BANK, N.A. and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as revolving facility administrative agents (in such capacity, including any of their respective successors thereto, the “Revolving Facility Administrative Agents”). This Agreement amends and restates the Existing Credit Agreement (as defined below) in its entirety.
RESTRICTED STOCK UNIT AND COMMON STOCK AWARD AGREEMENTRestricted Stock Unit and Common Stock Award Agreement • November 8th, 2018 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS RESTRICTED STOCK UNIT AND COMMON STOCK AWARD AGREEMENT (the “Agreement”), is entered into as of December 31, 2016 (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Stephen Cavoli (the “Participant”).
VIRTU FINANCIAL, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 23rd, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 4th, 2021 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is entered into as of February 26, 2021 (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Douglas A. Cifu (the “Participant”).
Virtu Financial, Inc. Class A Common Stock, Par Value $0.00001 Underwriting AgreementUnderwriting Agreement • May 17th, 2019 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
Virtu Financial, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters, for whom you are acting as representatives (together, the “Representatives”), named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 9,000,000 shares of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) of the Company (the “Shares”).
ContractCredit Agreement • November 8th, 2018 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
AMENDMENT NO. 2, dated as of September 19, 2018 (this “Amendment”), to the Fourth Amended and Restated Credit Agreement, dated as of June 30, 2017 (as amended by Amendment No. 1, dated as of January 2, 2018, and as further amended, restated, modified or otherwise supplemented from time to time, the “Credit Agreement”), by and among VIRTU FINANCIAL LLC, a Delaware limited liability company (“Holdings”), VFH PARENT LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party thereto from time to time and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and as collateral agent (the “Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement as amended by this Amendment.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU EMPLOYEE HOLDCO LLC Dated as of April 15, 2015Limited Liability Company Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF VIRTU EMPLOYEE HOLDCO LLC, a Delaware limited liability company (the “Company”), dated as of April 15, 2015, by and among the Company, the Members (as defined below), Vincent Viola, an individual (“Viola”), as the initial Manager, and Virtu Financial LLC, a Delaware limited liability company (“Holdco”).
EXCHANGE AGREEMENTExchange Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of April 15, 2015, by and among Virtu Financial LLC, a Delaware limited liability company (the “Company”), Virtu Financial, Inc., a Delaware corporation (“Pubco”), and the holders of Common Units (as defined below) and shares of Class C Common Stock (as defined below) or Class D Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
VIRTU FINANCIAL, INC.Restricted Stock Unit Award Agreement • November 8th, 2018 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the 'Agreement"), is entered into as of August 24, 2015 (the "Date of Grant"), by and between Virtu Financial, Inc., a Delaware corporation (the "Company"), and Stephen Cavoli (the "Participant').
AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • August 9th, 2017 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of June 23, 2017 (this “Agreement”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and North Island Holdings I, LP, a Delaware limited partnership (the “Purchaser”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 8, 2013, among VIRTU FINANCIAL LLC, as Holdings, VFH PARENT LLC, as Borrower, The Lenders Party Hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative AgentCredit Agreement • March 10th, 2014 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 8, 2013 (this “Agreement”), among VIRTU FINANCIAL LLC, a Delaware limited liability company (“Initial Holdings”), VFH PARENT LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders. This Agreement amends and restates the Existing Credit Agreement (as defined below) in its entirety.
TAX RECEIVABLE AGREEMENT (MERGERS) among VIRTU FINANCIAL, INC., SLP III EW FEEDER I, L.P. and HAVELOCK FUND INVESTMENTS PTE LTD.Tax Receivable Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This TAX RECEIVABLE AGREEMENT (MERGERS) (as amended from time to time, this “Agreement”), dated as of April 15, 2015, is hereby entered into by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), SLP III EW Feeder I, L.P., a Delaware limited partnership (the “SLP Stockholder”), and Havelock Fund Investments Pte Ltd., a Singapore private limited company (the “Temasek Stockholder”, and together with the SLP Stockholder, the “Stockholders”), and each of the successors and assigns thereto.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VIRTU FINANCIAL LLC Dated as of [ ], 2015Limited Liability Company Agreement • March 23rd, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF VIRTU FINANCIAL LLC, a Delaware limited liability company (the “Company”), dated as of [ ], 2015, by and among the Company, Virtu Financial, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
PURCHASE AGREEMENTPurchase Agreement • April 6th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated [·], 2015 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and Virtu Financial, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
CLASS D COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS CLASS D COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of April 15, 2015, by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and TJMT Holdings LLC, a Delaware limited liability company (the “Subscriber”).
STOCKHOLDERS’ AGREEMENT by and among VIRTU FINANCIAL, INC., VINCENT VIOLA, THE VIOLA STOCKHOLDERS NAMED THEREIN AND THE SILVER LAKE PARTIES NAMED HEREINStockholders’ Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
ContractAmended and Restated Employment Agreement • February 17th, 2023 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
Amended and Restated Employment Agreement (this “Agreement”), dated as of December 1, 2022 (the “Effective Date”), between Virtu Financial Operating LLC, a Delaware limited liability company (together with all parents, affiliates and subsidiaries as the "Company"), and Brett Fairclough (“Executive”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (thisEmployment Agreement • August 2nd, 2022 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
WHEREAS, the Company and Executive are party to that certain Employment Agreement, dated as of April 15, 2015, as amended and restated as of November 15, 2017 (the “Existing Agreement”);
VIRTU FINANCIAL, INC. AMENDED AND RESTATED 2015 MANAGEMENT INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 8th, 2018 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is entered into as of March 21, 2018 (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Joseph Molluso (the “Participant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 15, 2015, is made by and among:
UNIT VESTING, EQUITY RETENTION AND RESTRICTIVE COVENANT AGREEMENTEquity Retention and restrictive Covenant Agreement • March 23rd, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENTPurchase Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated April 15, 2015 (this “Agreement”), by and between SLP III EW Feeder I, L.P., as seller (the “Seller”), and Virtu Financial, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of April 15, 2015, by and among Virtu Financial, Inc., a Delaware corporation (“Virtu”), Virtu Financial Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), Virtu Financial Intermediate Holdings II LLC, a Delaware limited liability company (“Intermediate Holdings II” and, together with Merger Sub II, the “Virtu Subs”), Wilbur Investments LLC, a Delaware limited liability company (“Wilbur LLC” and, together with the Virtu Subs, the “Constituent Entities”) and Havelock Fund Investments Pte Ltd., a Singapore private limited company (the “Member”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2018 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
This Amendment No. 1 to Amended and Restated Registration Rights Agreement, dated as of May 10, 2018 (this “Amendment”), is entered into by and among Virtu Financial, Inc. (the “Company”) and the parties named on the signature pages hereto (collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Registration Rights Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • May 15th, 2018 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
PURCHASE AGREEMENT, dated May 10, 2018 (this “Agreement”), by and between the seller listed on Schedule I hereto, as seller (the “Seller”), and Virtu Financial, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
UNIT VESTING,] EQUITY RETENTION AND RESTRICTIVE COVENANT AGREEMENTEquity Retention and restrictive Covenant Agreement • March 23rd, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware
ContractEmployment Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 15, 2015, between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Vincent Viola (“Executive”).
