UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.   )*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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(1)

Based on 88,452,589 Class A Shares reported by Virtu Financial, Inc. as outstanding as of July 20, 2017, in its Current Report on Form 8-K filed with the SEC on July 20, 2017.

 

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CUSIP No. 928254101

SCHEDULE 13D

Page 6 of 24 Pages

1	NAME OF REPORTING PERSONS   Seletar Investments Pte Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   6,346,155
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   6,346,155
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,346,155
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.2%(1)
14	TYPE OF REPORTING PERSON (See Instructions)   HC

(1)

Based on 88,452,589 Class A Shares reported by Virtu Financial, Inc. as outstanding as of July 20, 2017, in its Current Report on Form 8-K filed with the SEC on July 20, 2017.

 

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CUSIP No. 928254101

SCHEDULE 13D

Page 7 of 24 Pages

1	NAME OF REPORTING PERSONS   Aranda Investments Pte. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   6,346,155
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   6,346,155
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,346,155
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.2%(1)
14	TYPE OF REPORTING PERSON (See Instructions)   CO

(1)

Based on 88,452,589 Class A Shares reported by Virtu Financial, Inc. as outstanding as of July 20, 2017, in its Current Report on Form 8-K filed with the SEC on July 20, 2017.

 

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ITEM 1.

Security and Issuer

 

This statement on Schedule 13D (this “Schedule 13D”) relates to the Class A common stock, par value $0.00001 per share (the “Class A Shares”), of Virtu Financial, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 900 Third Avenue, 29th Floor, New York, New York 10022-1010.

 

The Reporting Persons (as defined below) have previously filed a statement on Schedule 13G in accordance with Rule 13d-1(d), dated February 16, 2016 (as amended, the “Schedule 13G”).  This Schedule 13D is being filed to report the acquisition of Class A Shares as described in Item 3, Item 4 and Item 6 hereof.

 

ITEM 2.

Identity and Background

 

This Schedule 13D is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

1.

Temasek Holdings (Private) Limited (“Temasek”), a company incorporated under the laws of the Republic of Singapore;

 

2.

Fullerton Fund Investments Pte Ltd (“Fullerton”), a company incorporated under the laws of the Republic of Singapore;

 

3.

Havelock Fund Investments Pte Ltd (“Havelock”), a company incorporated under the laws of the Republic of Singapore;

 

4.

Temasek Capital (Private) Limited (“Temasek Capital”), a company incorporated under the laws of the Republic of Singapore;

 

5.

Seletar Investments Pte Ltd (“Seletar”), a company incorporated under the laws of the Republic of Singapore; and

 

6.

Aranda Investments Pte. Ltd. (“Aranda”), a company incorporated under the laws of the Republic of Singapore.

 

The principal business address and principal office address of each of the Reporting Persons is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

 

Havelock is a wholly-owned subsidiary of Fullerton, which is in turn a wholly-owned subsidiary of Temasek.  Aranda is a wholly-owned subsidiary of Seletar, which is in turn a wholly-owned subsidiary of Temasek Capital, which is in turn a wholly-owned subsidiary of Temasek.

 

 

The name, business address, present principal occupation and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Schedules I through VI hereto and are incorporated herein by reference.

 

Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons have agreed to file jointly one statement with respect to their beneficial ownership of the Class A Shares.

 

During the last five years, none of the Reporting Persons, and to the best of each such Reporting Person’s knowledge, none of the directors or executive officers of such Reporting Person listed in Schedules I through VI hereto, have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 3.

Source and Amount of Funds or Other Consideration

 

Prior to the initial public offering of the Issuer (the “IPO”), Temasek, Fullerton and Havelock (the “Pre-IPO Investors”) beneficially owned equity interests in Virtu Financial, LLC (“Virtu Financial”).  As part of the reorganization of the Issuer prior to its IPO, the Pre-IPO Investors’ equity interests in Virtu Financial were acquired by the Issuer in exchange for Class A Shares.  As a result, the Pre-IPO Investors beneficially owned 12,317,682 Class A Shares upon completion of the IPO, as reported by the Pre-IPO Investors on the Schedule 13G.  The pre-IPO investment as well as the Temasek Investment (as defined below) were funded by Temasek, an investment company with net portfolio value of S$275 billion, which has primary sources of funds including divestment proceeds, dividends and distributions received from its portfolio, supplemented by its Temasek bonds and euro-commercial papers.

 

ITEM 4.

Purpose of Transaction

 

On April 20, 2017, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Issuer (“Merger Sub”), and KCG Holdings, Inc., a Delaware corporation (“KCG”).  On July 20, 2017, pursuant to the Merger Agreement, Merger Sub merged with and into KCG (the “Merger”), with KCG surviving the Merger as a wholly-owned subsidiary of the Issuer (the “Acquisition”).

 

In connection with financing the consideration for the Acquisition, on April 20, 2017, the Issuer entered into an investment agreement with Aranda (as amended by a letter agreement between the Issuer and Aranda, dated as of July 19, 2017, the “Temasek Investment Agreement”), pursuant to which, on July 20, 2017, the Issuer issued to Aranda 6,346,155 Class A Shares at a purchase price of $15.60 per Class A Share, and pursuant to which, subject to the satisfaction of certain regulatory conditions, the Issuer intends to issue to Aranda a further 1,666,666 Class A Shares at a purchase price of $15.60 per Class A Share, as described in Item 6 below (the “Temasek Investment”).

 

The foregoing summary of the terms of the Temasek Investment Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 99.2 hereto and incorporated herein by reference.

 

The Reporting Persons purchased the Class A Shares for investment purposes.

 

The Reporting Persons review their investment in the Issuer on a continuing basis.  Depending on general market and economic conditions, performance and prospects of the Issuer, other investment opportunities available to the Reporting Persons, the market price of the Class A Shares and other investment considerations, factors and future developments, the Reporting Persons may at any time and from time to time (subject to applicable law) hold, vote, acquire or dispose of or otherwise deal with securities (through open market purchases, private agreements or otherwise, as applicable), or suggest or take a position with respect to the management, operations or capital structure, of the Issuer, including by taking, proposing or supporting one or more of the actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

 

As a part of the Reporting Persons’ process of reviewing their investment in the Issuer, the Reporting Persons may engage in communications with the Issuer’s directors, management, other stockholders and third parties regarding the corporate governance, business, operations, strategy or future plans (including proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals regarding the same. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans, strategies or proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions described in the foregoing paragraph.

 

ITEM 5.

Interest in Securities of the Issuer

 

(a)-(b) Based on the most recent information available, the aggregate number and percentage of the Class A Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes (11) and (13) of the cover pages to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. The percentages reported herein are calculated based upon 88,452,589 Class A Shares reported by the Issuer as outstanding as of July 20, 2017, in its Current Report on Form 8-K filed with the SEC on July 20, 2017.

 

Temasek, through its ownership of Fullerton and Temasek Capital, may be deemed to share voting and dispositive power over the Class A Shares beneficially owned or deemed to be beneficially owned by Fullerton, Havelock, Temasek Capital, Seletar and Aranda.

 

Fullerton, through its ownership of Havelock, may be deemed to share voting and dispositive power over the 12,317,682 Class A Shares beneficially owned or deemed to be beneficially owned by Havelock.

 

Havelock is the direct beneficial owner of 12,317,682 Class A Shares.

 

Temasek Capital, through its ownership of Seletar, may be deemed to share voting and dispositive power over the 6,346,155 Class A Shares beneficially owned or deemed to be beneficially owned by Seletar and Aranda.

 

Seletar, through its ownership of Aranda, may be deemed to share voting and dispositive power over the 6,346,155 Class A Shares beneficially owned or deemed to be beneficially owned by Aranda.

 

Aranda is the direct beneficial owner of 6,346,155 Class A Shares.

 

The numbers of Class A Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes (7), (8), (9) and (10), respectively, on the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

 

(c) Except as described in Item 3 and Item 4, the Reporting Persons have not engaged in any transactions in the Class A Shares during the sixty days prior to the obligation to file this Schedule 13D. To the best knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons listed in Schedules I through VI hereto in the Class A Shares during the past sixty days.

 

(d) To the best knowledge of the Reporting Persons, no person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of Class A Shares held by the Reporting Persons other than each of the Reporting Persons.

 

(e) Not applicable.

 

ITEM 6.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

 

The information set out in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

 

On April 20, 2017, in connection with entering into the Temasek Investment Agreement and an investment agreement (as amended, the “NIH Investment Agreement” and the transactions contemplated thereby being the “NIH Investment”) with North Island Holdings I, LP (“NIH”), the Issuer entered into a Stockholders Agreement (the “Stockholders Agreement”) with TJMT Holdings LLC (“TJMT”), Havelock, Aranda (together with Havelock, the “Temasek Entities”) and NIH. The provisions of the Stockholders Agreement summarized below took effect at the closing of the Acquisition.

 

Under the Stockholders Agreement, TJMT has agreed to take all necessary action, including voting all of its shares of capital stock of the Issuer, or providing written consent, to cause the election of the directors nominated by NIH pursuant to the NIH Investment Agreement and in accordance with the terms of the Stockholders Agreement. Further, TJMT has agreed, for so long as NIH is entitled to nominate a director, to take all necessary action, including voting its shares of capital stock of the Issuer, to ensure that the provisions in respect of corporate opportunities and director and officer indemnification, exculpation and advancement of expenses set forth in the Issuer’s certificate of incorporation and by-laws are not amended, modified or supplemented in any manner without NIH’s prior written consent. To the extent TJMT transfers any of its shares to an affiliated transferee, that transferee would also be bound by the terms of the Stockholders Agreement. TJMT’s obligations pursuant to NIH’s director nomination right will automatically terminate upon the termination of NIH’s right to appoint directors pursuant to the NIH Investment Agreement.

 

The Stockholders Agreement also grants the Temasek Entities and NIH tag-along rights, subject to customary exceptions, in connection with a transfer of shares by TJMT that are subject to cutback provisions on a pro rata basis (in each case calculated based on a fully exchanged and converted to Class A Shares basis).

 

The foregoing summary of the terms of the Stockholders Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 99.3 hereto and incorporated herein by reference.

 

Amended and Restated Registration Rights Agreement

 

On April 20, 2017, in connection with entering into the Temasek Investment Agreement and the NIH Investment Agreement, the Issuer, TJMT, the Temasek Entities, NIH and certain direct or indirect equityholders of the Issuer entered into the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”). The Amended and Restated Registration Rights Agreement grants the parties certain demand and other registration rights. The Amended and Restated Registration Rights Agreement took effect at the closing of the Acquisition.

 

Subject to several exceptions, including certain specified underwriter cutbacks and the Issuer’s right to defer a demand registration under certain circumstances, TJMT, the Temasek Entities and NIH may require that the Issuer register for public resale under the Securities Act of 1933, as amended, all common stock of the Issuer constituting registrable securities that they request be registered at any time so long as the securities requested to be registered in each registration statement have an aggregate estimated market value of at least $50 million. Under the Amended and Restated Registration Rights Agreement, the Issuer is not obligated to effectuate more than seven demand registrations for TJMT, more than four demand registrations for NIH or more than three demand registrations for the Temasek Entities. TJMT, the Temasek Entities and NIH also have the right to require the Issuer to register the sale of the registrable securities held by them on a registration statement on Form S-3, subject to offering size and other restrictions. In addition, the Issuer is required to file a shelf registration statement for the registrable securities, and cause such shelf registration statement to become effective, within one year after the earlier of the closing of the Temasek Investment and the NIH Investment.

 

If TJMT, the Temasek Entities or NIH make a request for registration, the non-requesting parties to the Amended and Restated Registration Rights Agreement are entitled to piggyback registration rights in connection with the request. If such request is for an underwritten offering, the piggyback registration rights are subject to underwriter cutback provisions. In addition, the parties to the Amended and Restated Registration Rights Agreement are entitled to piggyback registration rights with respect to any registration initiated by the Issuer or another stockholder, and if any such registration is in the form of an underwritten offering, such piggyback registration rights are subject to underwriter cutback provisions.

 

Pursuant to the Amended and Restated Registration Rights Agreement, NIH will have no registration rights until after the first anniversary of the closing of the NIH Investment and during such period NIH shall be deemed to be an Excluded Party (as defined in the Amended and Restated Registration Rights Agreement) in connection with certain cutback provisions (unless TJMT exercises its registration rights under the Amended and Restated Registration Rights Agreement, in which case NIH will have the right to exercise its registration rights).

 

In connection with the registrations described above, the Issuer will indemnify any selling stockholders, and the Issuer will bear all fees, costs and expenses (except underwriting commissions and discounts and fees and expenses of the selling stockholders and their internal and similar costs (other than the fees and expenses of a single law firm representing the selling stockholders)).

 

The foregoing summary of the terms of the Amended and Restated Registration Rights Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 99.4 hereto and incorporated herein by reference.

 

Amended and Restated Lock-up Waivers Agreement

 

On April 20, 2017, in connection with the Amended and Restated Registration Rights Agreement, Mr. Vincent Viola, TJMT, Virtu Employee Holdco LLC, the Issuer, the Temasek Entities, NIH and the other parties thereto entered into the Amended and Restated Lock-up Waivers Agreement (the “Amended and Restated Lock-up Waivers Agreement”). The Amended and Restated Lock-up Waivers Agreement governs any underwriter lock-ups to which TJMT, the Temasek Entities and NIH are subject, and the priority on release of such lock-ups. The Amended and Restated Lock-up Waivers Agreement took effect at the closing of the Acquisition.

 

The foregoing summary of the terms of the Amended and Restated Lock-up Waivers Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 99.5 hereto and incorporated herein by reference.

 

Letter Agreement

 

On July 19, 2017, Aranda and the Issuer entered into a letter agreement (the “Letter Agreement”), which provides that notwithstanding anything to the contrary in the Temasek Investment Agreement, 6,346,155 Class A Shares would be acquired by Aranda on July 20, 2017, and an additional 1,666,666 Class A Shares would be acquired by Aranda, at a purchase price of $15.60 per Class A Share, at a second closing to be held five business days after the receipt of certain regulatory approvals (the “Second Closing”).  The Letter Agreement further provides that if the Second Closing has not occurred on or before October 6, 2017, neither the Issuer nor Aranda will be obliged to consummate the Second Closing, and the Issuer and Aranda will discuss in good faith possible alternative investment arrangements.

 

The foregoing summary of the terms of the Letter Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 99.6 hereto and incorporated herein by reference.

 

Except as described in this Schedule 13D, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

ITEM 7

Material to be Filed as Exhibits

 

 

*Filed herewith.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  July 31, 2017

 

 

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

TEMASEK HOLDINGS (PRIVATE) LIMITED

 

The following tables set forth certain information with respect to the directors and executive officers of Temasek Holdings (Private) Limited.

The following is a list of the directors of Temasek Holdings (Private) Limited:

 

 

 

The following is a list of the executive officers of Temasek Holdings (Private) Limited:

 

 

 

 

 

 

 

SCHEDULE II

DIRECTORS AND EXECUTIVE OFFICERS OF

FULLERTON FUND INVESTMENTS PTE LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Fullerton Fund Investments Pte Ltd.  The business address of each director and executive officer of Fullerton Fund Investments Pte Ltd is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

 

 

 

 

 

 

 

 

SCHEDULE III

DIRECTORS AND EXECUTIVE OFFICERS OF

HAVELOCK FUND INVESTMENTS PTE LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Havelock Fund Investments Pte Ltd.  The business address of each director and executive officer of Havelock Fund Investments Pte Ltd is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

 

 

 

 

 

 

SCHEDULE IV

DIRECTORS AND EXECUTIVE OFFICERS OF

TEMASEK CAPITAL (PRIVATE) LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Temasek Capital (Private) Limited.  The business address of each director and executive officer of Temasek Capital (Private) Limited is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

 

 

 

 

 

 

 

SCHEDULE V

DIRECTORS AND EXECUTIVE OFFICERS OF

SELETAR INVESTMENTS PTE LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Seletar Investments Pte Ltd.  The business address of each director and executive officer of Seletar Investments Pte Ltd is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

 

 

 

 

 

 

 

SCHEDULE VI

DIRECTORS AND EXECUTIVE OFFICERS OF

ARANDA INVESTMENTS PTE. LTD.

 

The following table sets forth certain information with respect to the directors and executive officers of Aranda Investments Pte. Ltd.  The business address of each director and executive officer of Aranda Investments Pte. Ltd. is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

 

 

 

 

 

 

 

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EXHIBIT 99.1

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13D, dated July 31, 2017 (the “Schedule 13D”), with respect to the Class A common stock, par value $0.00001 per share, of Virtu Financial, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 31^st day of July, 2017.

AMENDED AND RESTATED LOCK-UP WAIVERS AGREEMENT

 

This Agreement is entered into as of April 20, 2017 (this “Agreement”), by and among Virtu Financial, Inc., a Delaware corporation (the “Company”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders” and together with the Company, the “Parties”).

 

WHEREAS, in connection with the Company’s initial public offering (the “IPO”) of shares of Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), the Company, TJMT Holdings LLC, certain affiliates of Silver Lake Partners (the “Silver Lake Entities”), Havelock Fund Investments Pte Ltd (“Havelock”), the Management Vehicles and certain other parties (collectively, the “Existing Parties”) entered into a registration rights agreements on April 15, 2015 (the “Existing Registration Rights Agreement”);

 

WHEREAS, in connection with the Existing Registration Rights Agreement, the Existing Parties entered into a lock-up waivers agreement on April 15, 2015 to govern the release of underwriting lock-up agreements (the “Existing Lock-Up Waivers Agreement”);

 

WHEREAS, the Silver Lake Entities exited their investment in the Company through a secondary offering in November 2015 and, as a result, their rights and obligations under the Existing Registration Rights Agreement and the Existing Lock-Up Waivers Agreement have automatically terminated pursuant to the terms therein;

 

WHEREAS, the Company and the North Island Entity have entered into an investment agreement  (the “North Island Investment Agreement”) on April 20, 2017, pursuant to which the Company will issue shares of Class A Common Stock to North Island Entity;

 

WHEREAS, the Company and Aranda Investments Pte. Ltd. (“Aranda”) have entered into an investment agreement (the “Temasek Investment Agreement”) on April 20, 2017, pursuant to which the Company will issue shares of Class A Common Stock to Aranda;

 

WHEREAS, the Parties have entered into the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) to provide the registration rights set forth therein to the North Island Entity in connection with its investment in the Company;

 

WHEREAS, the Stockholders and the Company desire to enter into the arrangements set forth herein to govern the release of underwriting lock-up agreements (“Lock-Up Agreements”);

 

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the Parties hereto hereby agree that the Existing Lock-Up Waivers Agreement shall be, and hereby is, amended and restated in its entirety as follows:

 

1.          Definitions.  For the purposes of this Agreement the following terms shall have the meanings specified in this Section 1:

 

“Agreement” shall have the meaning set forth in the Preamble.

 

“Amended and Restated Registration Rights Agreement” shall have the meaning set forth in the Preamble, substantially in the form attached hereto as Exhibit A.

 

“Class A Common Stock” shall have the meaning set forth in the Recitals.

 

“Common Stock” shall mean, collectively, the Class A Common Stock, the Class B common stock of the Company, par value $0.00001 per share (the “Class B Common Stock”), the Class C common stock of the Company, par value $0.00001 per share, and the Class D common stock of the Company, par value $0.00001 per share.

 

“Company” shall have the meaning set forth in the Preamble.

 

“Concurrent Release” shall have the meaning set forth in Section 2(b)(ii).

 

“e-mail” shall have the meaning set forth in Section 5.

 

“Equity Interest” shall mean the Securities that represent one share of Class A Common Stock or one share of Class B Common Stock either directly or on an as-converted, as-exchanged or as-exercised basis.

 

“Investor Released Equity Interests” shall mean, with respect to any public offering of Equity Interests for which the North Island Entity or the Temasek Entities are subject to a lock-up agreement pursuant to Section 2.12 of the Amended and Restated Registration Rights Agreement, the aggregate Equity Interests of the North Island Entity, the Temasek Entities and their respective Transferees that are to be released from their applicable lock-up agreements (assuming that (i) the provisions of Section 2(b)(ii) have been complied with and (ii) no North Island Entity or Temasek Entities or any of their respective Transferees has waived in writing its rights to a Concurrent Release in respect of any of its Equity Interests under Section 2(b)(ii)).

“Lock-up Agreement” shall have the meaning set forth in the Recitals.

 

“Lock-up Transferee” shall mean any person to whom a Stockholder offers, sells, contracts to sell, pledges, grants an option to purchase, makes any short sale, assigns or otherwise transfers any Securities and who, pursuant to the terms of the Lock-up Agreement, is, therefore, obligated to be bound by the terms of the Lock-up Agreement.

 

“Management Vehicles” shall mean the person set forth on Schedule A hereto under the heading “Management Vehicles”.

 

“North Island Entity” shall mean those persons set forth on Schedule A hereto under the heading “North Island Entity”.

 

“North Island Investment Agreement” shall have the meaning set forth in the Recitals.

 

“North Island Percentage” shall mean, in respect of each Concurrent Release, an amount equal to the aggregate number of Equity Interests released pursuant to such Concurrent Release with respect to the North Island Entity and their Transferees divided by the aggregate number of Equity Interests beneficially owned by the North Island Entity immediately prior to the date hereof and without giving effect to the sale of Equity Interests by the North Island Entity pursuant to Section 2 hereof.

 

“Other Party” shall mean those persons set forth on Schedule A hereto under the heading “Other Parties” and the Management Vehicle.

“Parties” shall have the meaning set forth in the Preamble.

 

“Requesting Party” shall mean, with respect to each Concurrent Release sought, the Stockholder or Transferee applying to the underwriters (or representatives of the underwriters) for such Concurrent Release.

“Requesting Party Percentage” shall mean, in respect of each Concurrent Release, an amount equal to the aggregate number of Equity Interests released pursuant to such Concurrent Release with respect to the Requesting Party and their Transferees divided by the aggregate number of Equity Interests beneficially owned by the Requesting Party immediately prior to the date hereof.

 

“Securities” shall mean shares of Common Stock or any membership interests of Virtu Financial, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or any membership interests of Virtu Financial, whether now owned or hereinafter acquired, owned directly (including holding as a custodian) or beneficially owned (within the rules and regulations of the Securities and Exchange Commission) by a Stockholder, a Lock-up Transferee of a Stockholder or a Transferee of a Stockholder.

“Silver Lake Entities” shall have the meaning set forth in the Preamble.

 

“Stockholder” and “Stockholders” shall have the meanings set forth in the Preamble.

 

“Temasek Entities” shall mean the persons set forth on Schedule A hereto under the heading “Temasek Entity.”

 

“Temasek Investment Agreement” has the meaning set forth in the recitals.

 

“Temasek Percentage” shall mean, in respect of each Concurrent Release, an amount equal to the aggregate number of Equity Interests released pursuant to such Concurrent Release with respect to the Temasek Entities and their Transferees divided by the aggregate number of Equity Interests beneficially owned by the Temasek Entities immediately prior to the date hereof and without giving effect to the sale of Equity Interests by the Temasek Entities pursuant to Section 2 hereof.

 

“Tier 1 Lock-up Period” shall mean the period until the completion of the offering that is counted under Section 2.1(b) of the Amended and Restated Registration Rights Agreement as the second Demand under the Amended and Restated Registration Rights Agreement following the date hereof.

 

“Tier 2 Lock-up Period” shall mean the period subsequent to the expiration of the Tier 1 Lock-up Period.

 

“Transferee” shall mean (i) any person to whom a Stockholder sells, assigns or otherwise transfers Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) and who becomes a party to the Amended and Restated Registration Rights Agreement in accordance with its terms, if not previously a party thereto, and (ii) any persons to whom such Registrable Securities are subsequently sold, assigned or otherwise transferred and who become parties to the Amended and Restated Registration Rights Agreement in accordance with its terms, if not previously parties thereto.

 

“Viola Entities” shall mean those persons set forth on Schedule A hereto under the heading “Viola Entities”.

 

“Viola Released Equity Interests” shall mean, with respect to any public offering of Equity Interests for which the North Island Entity or the Temasek Entities are subject to a lock-up agreement pursuant to Section 2.12 of the Amended and Restated Registration Rights Agreement, the Equity Interests of the Viola Entities and their Transferees that are to be released from their applicable lock-up agreements (assuming that (i) the provisions of Section 2(b)(ii) have been complied with and (ii) where no Viola Entity or any of their Transferees is the Requesting Party, no Viola Entity or any of their Transferees has waived in writing its rights to a Concurrent Release in respect of its Equity Interests under Section 2(b)(ii)).

 

“Virtu Financial” means Virtu Financial LLC, a Delaware limited liability company.

 

Terms not defined herein shall have the meanings ascribed to them in the Amended and Restated Registration Rights Agreement.

 

2.

Agreement Regarding Lock-up Waivers.

 

(a)          The Company hereby agrees to take all necessary action, including entering stop transfer instructions with the Company’s transfer agent and registrar, to prevent the transfer of any Securities except in compliance with the terms of Section 2(b) of this Agreement and each Stockholder hereby consents to the taking of all such actions.

 

(b)          The Parties hereto hereby agree that at any time a North Island Entity or Temasek Entity is subject to a lock-up agreement pursuant to Section 2.12 of the Amended and Restated Registration Rights Agreement:

 

(i)          Each Stockholder then subject to Section 2.12 of the Amended and Restated Registration Rights Agreement shall, and shall cause each of its Transferees to agree in writing to, be subject to the same form of lock-up agreement as the North Island Entity and the Temasek Entities (other than as modified by this Agreement).

 

(ii)          Each Stockholder then subject to Section 2.12 of the Amended and Restated Registration Rights Agreement hereby agrees not to, and to cause its Transferees to agree in writing not to, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of Securities in violation of such lock-up agreement (without giving effect to any waiver or consent provisions therein and regardless of any implicit or explicit waiver of such restriction by the counterparties to such lock-up agreement), except to the extent such person has obtained a simultaneous release from the counterparties to such lock-up agreement (a “Concurrent Release”) for each other Stockholder and such other Stockholder’s Transferees on the same basis with respect to a number of Equity Interests beneficially owned by each Stockholder and its Transferees (except to the extent such Stockholder or Transferee, as applicable, has waived in writing their rights pursuant to this Section 2(b)(ii)A.1.ii) as calculated below (it being understood and agreed that each Stockholder and Transferee consisting of multiple persons shall determine amongst itself what proportion of the Equity Interests released pursuant to Sections 2(b)(ii)A, Section 2(b)(ii)B and Section 2(b)(ii)C shall be released with respect to each person).

 

A.

If the Requesting Party is a North Island Entity, a Temasek Entity, a Viola Entity or one of their respective Transferees, then:

 

1.

For the duration of the Tier 1 Lock-up Period:

 

i.

the North Island Entity and their Transferees (when none of such persons is the Requesting Party) shall be released with respect to a number of Equity Interests, in the aggregate, equal to 0.5 times the number of Viola Released Equity Interests; provided that if the Temasek Entities and their Transferees hold a number of Equity Interests that is, in the aggregate, less than 0.5 times the number of Viola Released Equity Interests, then the North Island Entity and their Transferees shall be released with respect to an additional number of Equity Interests equal to the difference between (x) 0.5 times the number of Viola Released Equity Interests and (y) the number of Equity Interests held by the Temasek Entities and their Transferees;

 

ii.

the Temasek Entities and their Transferees (when none of such persons is the Requesting Party) shall be released with respect to a number of Equity Interests, in the aggregate, equal to 0.5 times the number of Viola Released Equity Interests; provided that if the North Island Entity and their Transferees hold a number of Equity Interests that is, in the aggregate, less than 0.5 times the number of Viola Released Equity Interests, then the Temasek Entities and their Transferees shall be released with respect to an additional number of Equity Interests equal to the difference between (x) 0.5 times the number of Viola Released Equity Interests and (y) the number of Equity Interests held by the North Island Entity and their Transferees;

 

iii.

the Viola Entities and their Transferees (when none of such persons is the Requesting Party) shall be released with respect to a number of Equity Interests, in aggregate, equal to the aggregate number of Investor Released Equity Interests; and

 

iv.

each Stockholder (other than the North Island Entity, Temasek Entities and the Viola Entities) and its Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to (x) the greater of the North Island Percentage and the Temasek Percentage multiplied by (y) the number of Equity Interests beneficially owned by such Stockholder and its Transferees immediately prior to the date hereof.

 

B.

If the Requesting Party is an Other Party or a Transferee of an Other Party, then:

 

1.

Subject to Section 2(b)(ii)C, each Other Party and their Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to the Requesting Party Percentage multiplied by the number of Equity Interests beneficially owned by such Other Party and its Transferees immediately prior to the date hereof;

 

2.

Subject to Section 2(b)(ii)C, the North Island Entity and their Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to the Requesting Party Percentage multiplied by the aggregate number of Equity Interests beneficially owned by the North Island Entity immediately prior to the date hereof;

 

3.

Subject to Section 2(b)(ii)C, the Temasek Entities and their Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to the Requesting Party Percentage multiplied by the aggregate number of Equity Interests beneficially owned by Temasek Entities immediately prior to the date hereof;

 

4.

For the duration of the Tier 1 Lock-up Period, the Viola Entities and their Transferees shall be released with respect to a number of Equity Interests, in the aggregate, equal to the greater of (i) 2.0 times the number of Equity Interests released with respect to the North Island Entity and their Transferees, in the aggregate, and (iii) 2.0 times the number of Equity Interests released with respect to the Temasek Entities and their Transferees, in the aggregate; and

 

5.

For the purposes of the calculations in Sections 2(b)(ii)B.4 above, the number of Equity Interests deemed released with respect to the North Island Entity, the Temasek Entities and their respective Transferees shall, in each case, be no greater than the number of Equity Interests then owned by such persons.

 

C.

For the duration of the Tier 2 Lock-up Period, each Stockholder and such Stockholder’s Transferees shall be released with respect to a number of Equity Interests pro rata on the basis of the relative number of fully vested Equity Interests then owned by such Stockholder and such Stockholder’s Transferees.

 

(iii)          Any Stockholder obtaining a Concurrent Release shall, promptly (and in any event, within one business day) and prior to transferring any Securities in reliance upon such Concurrent Release, notify the Company in writing of the terms of such Concurrent Release and provide a copy thereof to the Company.

 

(iv)          Upon receipt of the notice set forth in Section 2(b)(iii) above, the Company shall, promptly (and in any event, within one business day), notify each Stockholder and its Lock-up Transferees or Transferees, as applicable, in writing of the Concurrent Release and its terms, together with a copy thereof.  Upon notice that a Concurrent Release has been granted, the Company shall as promptly as reasonably practicable take all necessary actions to permit the transfer of Securities by the Stockholders and their Lock-up Transferees or Transferees, as applicable, in accordance with the terms of the Concurrent Release.

 

(v)          If the application of Section 2(b)(ii) would, in the absence of this Section 2(b)(v), result in the Requesting Party having to seek a waiver in respect of a fractional number of Equity Interests, such number shall be rounded up to the nearest whole Equity Interest.

 

3.          Amendments and Waivers.  This Agreement may be modified, amended or waived only with the written approval of the Company, the North Island Entity (so long as any North Island Entity beneficially owns any Equity Interests), the Temasek Entities (so long as any Temasek Entity beneficially owns any Equity Interests) and the Viola Entities; provided, however, that any modification, amendment or waiver of this Agreement that would affect any other Party hereto in a manner materially and disproportionately adverse to such Party relative to the North Island Entity or the Viola Entities shall be effective against such Party so materially and adversely affected only with the prior written consent of such Party, such consent not to be unreasonably withheld, conditioned or delayed.  The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

 

4.          Termination. This Agreement shall terminate automatically upon the North Island Entity and the Temasek Entities and their respective Transferees ceasing to own any Equity Interests.

 

5.          Notices.  All notices to any Party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and not received by automated response).  All such notices, requests and other communications to any Party hereunder shall be given to such Party at the address, facsimile number or e-mail address set forth by such Party on the signature pages hereto or at such other address, facsimile number or e-mail address as such Party may hereafter specify for the purpose by notice to the other Parties. Each Stockholder shall cause each of its Lock-up Transferees and Transferees to provide a written notice to the Parties specifying an address, facsimile number or e-mail for the purpose of delivering notice to such Lock-up Transferee or Transferee, as applicable.

 

6.          Further Assurances.  At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as any other Party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.

 

7.          Entire Agreement.  Except as otherwise expressly set forth herein, this Agreement (including all of the exhibits hereto) embodies the complete agreement and understanding among the Parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the Parties, written or oral, that may have related to the subject matter hereof in any way.

 

8.          Governing Law.  This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State.

 

9.          Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

10.          Counterparts; Facsimile Signatures.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  This Agreement may be executed by facsimile, e-mail or .pdf format signature(s).

 

11.          Effectiveness of Amendments.  This Agreement and the amendments contemplated herein shall not take effect until the Amended and Restated Registration Rights Agreement becomes effective. Pending such effectiveness, the Existing Lock-up Waivers Agreement shall remain in full force and effect.  If the North Island Investment Agreement and the Temasek Investment Agreement are terminated prior to the closing of the transactions contemplated thereby for any reason, this Agreement shall have no effect and the Existing Lock-up Waivers Agreement shall continue in full force and effect.

 

[Remainder of page intentionally left blank]

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this agreement as of the date first above written.

 

	VIRTU FINANCIAL, INC.
	By:	/s/ Douglas A. Cifu
	Name:	Douglas A. Cifu
	Title:	Chief Executive Officer
	Virtu Financial, Inc. 645 Madison Avenue New York, New York 10022 Attention: General Counsel Facsimile No.: 212-418-0123 E-mail: jwaldie@virtufinancial.com   With copies (which shall not constitute notice) to:   Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Facsimile No.: (212) 757-3990

Attention:

John C. Kennedy

Jeffrey D. Marell

E-mail:

jkennedy@paulweiss.com

jmarell@paulweiss.com

 

 

 

North Island Entity

 

North Island Holdings I, LP

By:	North Island Holdings I GP, LP,

its general partner

 

By:	North Island Ventures, LLC,

its general partner

 

/s/ Glenn Hutchins
By:	Glenn Hutchins
Title:	Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

If to any of the North Island Entity addressed to them at:


North Island Holdings I, LP
c/o North Island Ventures, LLC
9 West 57th Street, 32nd Floor
New York, New York 10019
Attention:  Jeremy Henderson
Facsimile:  (914) 834-2351

Email:  jeremy@northisland.net

With copies (which shall not constitute actual or constructive notice) to:

 

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Attention:  David K. Lam

Mark F. Veblen

Facsimile:  (212) 403-2000

E-mail:

dklam@wlrk.com

mfveblen@wlrk.com

Coral Blue Investment Pte. Ltd.
280 Park Avenue, 9^th Floor

New York, New York 10017
Attention:  Ivan Stoyanov and David Rivera

E-mail:

ivanstoyanov@gic.com.sg

davidrivera@gic.com.sg

Sidley Austin LLP
787 Seventh Avenue

New York, New York 10019
Attention:  Asi Kirmayer
Facsimile:  (212) 839-5599

E-mail:  akirmayer@sidley.com

Public Sector Pension Investment Board

1250 René-Lévesque Blvd. West

Suite 900

Montreal (Québec) H3B 4W8

Attention: Senior Vice President and Chief Legal Officer

E-mail: LegalNotices@investpsp.ca

 

Weil, Gotshal & Manges LLP

767 5th Avenue

New York, New York 10153

Facsimile: (212) 310-8007

Attention:  Douglas Warner

E-mail: doug.warner@weil.com

Temasek Entity

 

HAVELOCK FUND INVESTMENTS PTE LTD

 

By:	/s/ Ping Chin Yee
Name:	Ping Chin Yee
Title:	Authorized Signatory

 

If to the Temasek Entities addressed to them at:

Aranda Investments Pte. Ltd.
60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

Attention: Pradyumna Agrawal

Email:  pradyumna@temasek.com.sg

and

Havelock Fund Investments Pte Ltd

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

Attention: Pradyumna Agrawal

Email:  pradyumna@temasek.com.sg

With copies (which shall not constitute actual notice) to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Scott Petepiece

Facsimile: (646) 848-8576

E-mail:  SPetepiece@Shearman.com

 

Temasek Entity

 

ARANDA INVESTMENTS PTE. LTD.

 

By:	/s/ Ping Chin Yee
Name:	Ping Chin Yee
Title:	Authorized Signatory

 

If to the Temasek Entities addressed to them at:

 

Aranda Investments Pte. Ltd.
60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

Attention: Pradyumna Agrawal

Email:  pradyumna@temasek.com.sg

and

Havelock Fund Investments Pte Ltd

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

Attention: Pradyumna Agrawal

Email:  pradyumna@temasek.com.sg

With copies (which shall not constitute actual notice) to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Scott Petepiece

Facsimile: (646) 848-8576

E-mail: SPetepiece@Shearman.com

 

Viola Entities

 

VINCENT VIOLA

 

By:	/s/ Vincent Viola
Name:	Vincent Viola

 

TJMT HOLDINGS LLC

 

By:	/s/ Michael Viola
Name:	Michael Viola
Title:	Authorized Person

If to any of the Viola Entities addressed to them at:

 

Virtu Financial, Inc.
645 Madison Avenue
New York, New York  10022
Attention: General Counsel
Facsimile No.: 212-418-0123
E-mail: jwaldie@virtufinancial.com

 

With copies (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY  10019-6064
Facsimile No.:  (212) 757-3990

Attention:

John C. Kennedy

                    Jeffrey D. Marell

E-mail:

jkennedy@paulweiss.com

jmarell@paulweiss.com

 

Management Vehicle

 

VIRTU EMPLOYEE HOLDCO LLC

 

By:	/s/ Douglas A. Cifu
Name:	Douglas A. Cifu
Title:	Authorized Signatory

 

If to the Company or the Management Vehicle addressed to them at:

Virtu Financial, Inc.
645 Madison Avenue
New York, New York  10022
Attention: General Counsel
Facsimile No.: 212-418-0123
E-mail: jwaldie@virtufinancial.com

 

With copies (which shall not constitute notice) to:


Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY  10019-6064
Facsimile No.:  (212) 757-3990

Attention:

John C. Kennedy

                    Jeffrey D. Marell

E-mail:

jkennedy@paulweiss.com

jmarell@paulweiss.com

 

 

 

 

Management Vehicle

 

VIRTU IRELAND EMPLOYEE HOLDCO LIMITED, as trustee of the Virtu Ireland Employee Trust

 

By:	/s/ Douglas A. Cifu
Name:	Douglas A. Cifu
Title:	Authorized Signatory

 

As witnessed by:

 

By:	/s/ Justin Waldie
Name:	Justin Waldie

Address:

Virtu Financial, Inc.
900 Third Avenue
New York, New York  10022

Occupation: Attorney

If to the Virtu Ireland Employee Holdco Limited, addressed to it at:

Virtu Financial, Inc.
645 Madison Avenue
New York, New York  10022
Attention: General Counsel
Facsimile No.: 212-418-0123
E-mail: jwaldie@virtufinancial.com

 

With copies (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY  10019-6064
Facsimile No.:  (212) 757-3990

Attention:

John C. Kennedy

Jeffrey D. Marell

E-mail:

jkennedy@paulweiss.com

jmarell@paulweiss.com

Schedule A

North Island Holdings I, LP

Havelock Fund Investments Pte Ltd

Aranda Investments Pte. Ltd.

Vincent Viola

TJMT Holdings LLC

Virtu Employee Holdco LLC
Virtu Ireland Employee Holdco Limited, as trustee of the Virtu Ireland Employee Trust

Douglas A. Cifu

Cifu 2011 Family Trust

Graham Free

 

 

 

Exhibit A

Amended and Restated Registration Rights Agreement

(see attached)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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VIRTU FINANCIAL, INC.

 

 

 

 

 

July 19, 2017

 

Aranda Investments Pte. Ltd.
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891

 

Re:          Project Orchestra

 

Dear Sirs:

 

Reference is made to the Investment Agreement (the “Agreement”), dated as of April 20, 2017, by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Aranda Investments Pte. Ltd., a Singapore private limited company (the “Purchaser”), as the same may be amended from time to time. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

 

Notwithstanding anything to the contrary in the Agreement, including in Section 1.1 thereof, the Company and the Purchaser hereby agree that, on the terms and subject to the conditions in the Agreement, on the Closing Date, the Company agrees to sell and issue to the Purchaser, and the Purchaser agrees to purchase from the Company 6,346,155 shares of Class A Common Stock, free and clear of any Liens (other than restrictions arising under applicable securities Laws), at a purchase price of $15.60 per share of Class A Common Stock.   Notwithstanding anything to the contrary in the Agreement, the Company and the Purchaser hereby further agree that, subject only to the satisfaction of the conditions set forth in paragraph five of this letter agreement, on the date that is 5 business days following the receipt by the Purchaser of the approval contemplated by Item 6 of Schedule 2.2(b) to the Agreement (the “Second Closing Date”), the Company agrees to sell and issue to the Purchaser, and the Purchaser agrees to purchase from the Company 1,666,666 shares of Class A Common Stock, free and clear of any Liens (other than restrictions arising under applicable securities Laws), at a purchase price of $15.60 per share of Class A Common Stock (the “Second Purchase Price”).  The closing of the purchase and sale by the Purchaser of the Class A Common Stock referred to in the previous sentence pursuant to this letter agreement (the “Second Closing”) shall be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52^nd Street, New York, New York 10019, at 10:00 am New York time on the Second Closing Date.

Notwithstanding anything to the contrary in the Agreement, the Company and the Purchaser hereby agree that, if the Second Closing has not occurred on or before October 6, 2017, (i) neither the Company nor the Purchaser shall be obligated to consummate the Second Closing and (ii) the Company and the Purchaser will discuss in good faith possible alternative investment arrangements.

 

At the Second Closing, the Purchaser will be entitled to offset against the Second Purchase Price expenses to which it is entitled pursuant to Section 6.1 of the Agreement.  In no event shall the Purchaser be entitled to expense reimbursement pursuant to Section 6.1 of the Agreement that exceeds $1,250,000 in the aggregate. The parties hereto agree that references in Section 1.2(b) of the Agreement to the Closing and the Closing Date shall be deemed to be references to the Second Closing and the Second Closing Date for purposes of the Second Closing and that references to the Purchase Price in Section 1.2(b)(2) of the Agreement shall be deemed to refer to the pro rata portion of the Purchase Price payable in respect of the number of shares of Class A Common Stock being purchased on the Closing Date or the Second Closing Date, as applicable.

 

The parties hereto agree that the obligation of the Purchaser, on the one hand, and the Company, on the other hand, to effect the Second Closing is subject to the satisfaction or written waiver by the Purchaser and the Company of the following condition: no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Entity, and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Second Closing.

 

Please acknowledge and indicate your agreement to the foregoing arrangements by countersigning this letter agreement and returning a copy to the undersigned.

 

Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between this letter agreement and the Agreement, the terms of this letter agreement shall prevail and govern with respect to the matters addressed herein.  Except as specifically addressed by this letter agreement, the Agreement is and shall remain in full force and effect.

 

This letter agreement will be governed by and construed in accordance with the laws of the State of New York (except to the extent that mandatory provisions of Delaware law are applicable).  For the convenience of the parties hereto, this letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile or other means of electronic transmission and such facsimiles or other means of electronic transmission will be deemed as sufficient as if actual signature pages had been delivered.  The provisions of Sections 6.1, 6.2, 6.4, 6.5, 6.6, 6.8, 6.9, 6.11 through 6.15, and 6.18 of the Agreement are hereby incorporated into this letter agreement mutatis mutandis.

 

[The remainder of this page has been intentionally left blank; the next page is the signature page.]

 

 

 

 

 

			Very truly yours,
			VIRTU FINANCIAL, INC.
			By:	/s/ Douglas A. Cifu
			Name:	Douglas A. Cifu
			Title:	Chief Executive Officer
Acknowledged and Agreed:
ARANDA INVESTMENTS PTE. LTD.
By:	Png Chin Yee
Name:	PNG CHIN YEE
Title:	AUTHORIZED SIGNATORY

 

 

 

 

 

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