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Item 9A. Controls and Procedures

2023-02-17 compared with 2022-02-18 · 46 added, 25 removed, 251 unchanged (22% of the section changed)

30 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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and Aranda Investments Pte.

(incorporated herein by reference to Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q (File No.

Ltd.(incorporated herein by reference to Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 10, 2017).

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333-194473) filed on February 20, 2015).

10.4† Amended and Restated Employment Agreement, dated as of November 15, 2017, by and between Virtu Financial, Inc.

Cifu (incorporated herein by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K (File No.

001-37352) filed on March 13, 2018).

10.4† Virtu Financial, Inc.

1 unchanged sentence

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.5† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 24, 2020, by and between Virtu Financial, Inc.

and Brett Fairclough .

and Brett Fairclough (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.6† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of January 24, 2020, by and between Virtu Financial, Inc.

and Stephen Cavoli.

and Stephen Cavoli (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.7† Employment Agreement, dated as of August 7, 2020, by and between Virtu Financial Operating LLC and Sean Galvin (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

4 unchanged sentences

001-37352) filed on November 6, 2020.

10.10† Employment Agreement, dated as of April 30, 2020, by and between Virtu Financial Operating LLC and Joseph Molluso (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 11, 2020.

10.11* Credit Agreement, dated January 13, 2022, among Virtu Financial LLC, as Holdings, VFH Parent LLC, as Borrower, the Lenders, Issuing Banks and Swingline Lender Party Hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and Jefferies Finance LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners .

10.12 Loan Agreement Dated as of March 20, 2020 among Virtu Americas LLC, the Lenders from time to time party hereto and TJMT Holdings LLC, as Administrative Agent (incorporated herein by reference to Exhibit 99.19 to the Form 13D/A (File No.

005-89306) filed by TJMT Holdings LLC on March 23, 2020).

10.13 Class A Common Stock Purchase Warrant Dated as of March 20, 2020 issued by Virtu Financial, Inc.

in favor of TJMT Holdings LLC (incorporated herein by reference to Exhibit 99.20 to the Form 13D/A (File No.

005-89306) filed by TJMT Holdings LLC on March 23, 2020).

10.9 Credit Agreement, dated January 13, 2022, among Virtu Financial LLC, as Holdings, VFH Parent LLC, as Borrower, the Lenders, Issuing Banks and Swingline Lender Party Hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and Jefferies Finance LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.10 Stockholders Agreement, dated as of April 15, 2015, by and among Virtu Financial, Inc.

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001-37352), filed on May 15, 2018).

10.29† Amended and Restated Employment Agreement, dated as of February 26, 2020, by and between Virtu Financial, Inc.

Brett Fairclough (incorporated herein by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

10.30† Amended and Restated Employment Agreement, dated as of February 26, 2020, by and between Virtu Financial, Inc.

Stephen Cavoli (incorporated herein by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (File No.

001-37352) filed on February 28, 2020).

10.25† Virtu Financial, Inc.

47 unchanged sentences

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.37† Virtu Financial, Inc.

1 unchanged sentence

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.38† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Award Agreement, dated as of February 3, 2022, by and between Virtu Financial, Inc.

and Joseph Molluso.

and Joseph Molluso (incorporated herein by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.39† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of February 3, 2022, by and between Virtu Financial, Inc.

and Sean Galvin.

and Sean Galvin (incorporated herein by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.40† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Award Agreement, dated as of February 3, 2022, by and between Virtu Financial, Inc.

and Sean Galvin.

and Sean Galvin (incorporated herein by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.41† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of February 3, 2022, by and between Virtu Financial, Inc.

and Brett Fairclough.

and Brett Fairclough (incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.42† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit and Common Stock Award Agreement, dated as of February 3, 2022, by and between Virtu Financial, Inc.

and Stephen Cavoli.

and Stephen Cavoli (incorporated herein by reference to Exhibit 10.4 8 to the Company’s Annual Report on Form 10-K (File No.

001-37352), filed on February 18, 2022).

10.43† Virtu Financial, Inc.

1 unchanged sentence

001-37352) filed on February 25, 2021)

10.44† Virtu Financial, Inc.

Amended and Restated 2015 Management Incentive Plan Employee Restricted Stock Unit Award Agreement, dated as of March 1, 2022, by and between Virtu Financial, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-37352) filed on May 3, 2022).

10.45† Virtu Financial, Inc.

Second Amended and Restated Employment Agreement, dated as of April 29, 2022, by and between Virtu Financial, Inc.

and Douglas A.

Cifu (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-37352) filed on August 2, 2022).

10.46*† Virtu Financial, Inc.

Amended and Restated Employment Agreement, dated as of December 1, 2022, by and between Virtu Financial Operating LLC and Joseph Molluso.

10.47*† Virtu Financial, Inc.

Amended and Restated Employment Agreement, dated as of December 1, 2022, by and between Virtu Financial Operating LLC and Brett Fairclough.

10.48*† Virtu Financial, Inc.

Amended and Restated Employment Agreement, dated as of December 1, 2022, by and between Virtu Financial Operating LLC and Stephen Cavoli.

10.49*† Virtu Financial, Inc.

2015 Amended and Restated Management Incentive Plan Amendment No.

1 dated as of December 1, 2022 to Restricted Stock Unit Award Agreement dated as of March 1, 2022, by and between Virtu Financial, Inc.

and Douglas A.

21.1* Subsidiaries of Virtu Financial, Inc.

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† Management contract or compensatory plan or arrangement.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Douglas A.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures