0000902664-16-006231 Sample Contracts

COOPERATION AGREEMENT
Cooperation Agreement • March 8th, 2016 • Voce Capital Management LLC • Security brokers, dealers & flotation companies • Delaware

This Cooperation Agreement dated March 4, 2016 (the “Agreement”) is by and between Philadelphia Financial Management of San Francisco, LLC (“Philadelphia Financial”), Justin Hughes, and Voce Capital Management LLC (“Voce”) (each of Philadelphia Financial, Mr. Hughes and Voce, a “Stockholder” and together, the “Stockholder Group”) and Investment Technology Group, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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TERMINATION OF JOINT FILING AND GROUP AGREEMENT March 4, 2016
Termination of Joint Filing and Group Agreement • March 8th, 2016 • Voce Capital Management LLC • Security brokers, dealers & flotation companies

Each of the undersigned is a party to that certain Joint Filing and Group Agreement, dated November 3, 2015 (the “Joint Filing and Group Agreement”). Each of the undersigned hereby agrees that the Joint Filing and Group Agreement is terminated effective immediately.

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