On January 13, 2022 Virtu Financial LLC and VFH Parent LLC entered into a Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N. A The Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $1.8 billion, drawn in its entirety on the Closing Date, the proceeds of which will be used by the Borrower to repay all amounts outstanding under its existing term loan facility, to pay fees and expenses in connection therewith, to fund share repurchases under the Company's repurchase program and for general corporate purposes, and (ii) a $250.0 million senior secured first lien revolving facility to the Borrower, with a $20.0 million letter of credit sub-facility and a $20.0 million swingline sub-facility. The term loan borrowings and revolver borrowings under the Credit Agreement will bear interest at a per annum rate equal to, at election, either (a) the greatest of (i) the prime rate in effect, (ii) the greater of (A) the federal funds effective rate and (B) the overnight bank funding rate, in each case plus 0.5%, (iii) an adjusted term SOFR rate with an interest period of one month plus 1% and (iv)(A) in the case of term loan borrowings, 1.50% and (B) in the case of revolver borrowings, 1.00%, plus, (x) in the case of term loan borrowings, 2.00% and (y) in the case of revolver borrowings, 1.50%, or (b) the greater of (i) an adjusted term SOFR rate for the interest period in effect and (ii)(A) in the case of term loan borrowings, 0.50% and (B) in the case of revolver borrowings, 0.00%, plus, (x) in the case of term loan borrowings, 3.00% and (y) in the case of revolver borrowings, 2.50%. In addition, a commitment fee accrues at a rate of 0.50% per annum on the average daily unused amount of the revolving facility, with step-downs to 0.375% and 0.25% per annum based on the Borrower's net first lien leverage ratio, and is payable quarterly in arrears.

The revolving facility under the Credit Agreement is subject to a springing net first lien leverage ratio, which may spring into effect as of the last day of a fiscal quarter based on the usage of the aggregate revolving commitments as of such date. The Borrower is also subject to contingent principal payments based on excess cash flow and certain other triggering events. Borrowings under the Credit Agreement are guaranteed by Virtu Financial and the Borrower's material non-regulated domestic restricted subsidiaries and secured by substantially all of the assets of the Borrower and the guarantors, in each case, subject to certain exceptions.

Under the Credit Agreement, term loans will mature on the seventh anniversary of the Closing Date. The term loans amortize in annual installments equal to 1.0% of the original aggregate principal amount of the term loans. The revolving commitments will terminate on the third anniversary of the Closing Date.