Limited Liability Company Operating Agreement (2017)Full Document 

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EXECUTION VERSION

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

VIRTU KCG HOLDINGS LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of Virtu KCG Holdings LLC, a Delaware limited liability company (the "Company"), dated as of July 20, 2017, is adopted and entered into by Orchestra Borrower LLC, in its capacity as sole member of the Company (the "Managing Member"), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the "Act"), and the terms of this Agreement.

WHEREAS, the Company was formed as a Delaware corporation having the name  "Knight Holdco, Inc."  by the filing of a certificate of incorporation with the Secretary of State of the State of Delaware (the "Secretary of State") on December 26, 2012;

WHEREAS, the Company changed its name from "Knight Holdco, Inc." to "KCG Holdings, Inc." by the filing of a restated certificate of incorporation with the Secretary of State on July 1, 2013 (the "Restated Certificate");

WHEREAS, GETCO Financing Escrow LLC, a Delaware limited liability company merged with and into the Company, as evidenced by the filing of a certificate of merger with the Secretary of State on July 1, 2013;

WHEREAS, Orchestra Merger Sub, Inc., a Delaware corporation, merged with and into the Company (the "Virtu Merger"), as evidenced by the filing of a certificate of merger with the Secretary of State on July 20, 2017;

WHEREAS, the Company was converted to a Delaware limited liability company having the name "Virtu KCG Holdings LLC" (the "Conversion") by filing (i) a certificate of conversion on July 20, 2017 and (ii) a certificate of formation with the Secretary of State on July 20, 2017 (the "Certificate of Formation"); and

WHEREAS, the Managing Member wishes to provide that the right and obligations of the Managing Member and the administration and termination of the Company shall be governed by this Agreement and the Act.

NOW, THEREFORE, the Managing Member agrees as follows:

1.                                      Name.  The name of the Company is "Virtu KCG Holdings LLC".

2.                                      Purpose.  The Company has been formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company



is, carrying on any lawful act or activities for which limited liability companies may be organized under the Act.

3.                                      Registered Office and Registered Agent.  The registered office of the Company in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808 and the Company’s registered agent at such address is Corporation Service Company.  The Managing Member may change the registered office and registered agent of the Company from time to time in accordance with the Act.

4.                                      Principal Place of Business.  The principal place of business shall be such place as the Managing Member from time to time may determine.

5.                                      Members.  The name and business address of the sole member of the Company is Orchestra Borrower LLC, 300 Vesey Street, New York, NY 10282.

6.                                      Management.

(a)                                 The Company shall be managed by the Managing Member, who shall be deemed to be a "manager" for the purposes of applying the Act and have all powers, statutory or otherwise, possessed by a manager under the laws of the State of Delaware.  The Managing Member may take any and all actions (including, without limitation, executing, delivering and performing on behalf of the Company any and all contracts, agreements, certificates, undertakings or other documents or instruments) and do any and all things necessary, desirable, convenient or incidental to carry on the business and purposes of the Company.

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