0001047469-08-002065 Sample Contracts

LEASE BETWEEN BOSTON WHARF CO.
Agreement of Lease • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • Massachusetts

AGREEMENT OF LEASE made as of the 10 day of March, 1995, by and between BOSTON WHARF CO., a Massachusetts general partnership (hereinafter referred to as “Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (hereinafter referred to as “Tenant”).

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • New York

Agreement, made this day of , 2007, by and between Investment Technology Group, Inc., a Delaware corporation (the “Company”), and (the “Executive”).

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INVESTMENT TECHNOLOGY GROUP, INC. STOCK UNIT GRANT AGREEMENT FOR EMPLOYEES
Stock Unit Grant Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS GRANT AGREEMENT, dated as of (the “Date of Grant”), is entered into by and between Investment Technology Group, Inc. (the “Company”), a Delaware corporation, and , an employee of the Company (the “Employee”).

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CONSENT TO ASSIGNMENT
Consent to Assignment • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

This Consent to Assignment (this “Agreement”) is dated as of March 31, 2006, among W2005 BWH III Realty, L.L.C., a Delaware limited liability company (“Landlord”), The MacGregor Group, Inc., a Delaware corporation (“Assignor”), and Investment Technology Group, Inc., a Delaware corporation (“Assignee”).

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NONQUALIFIED STOCK OPTION GRANT AGREEMENT FOR EMPLOYEES
Nonqualified Stock Option Grant Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS GRANT AGREEMENT, dated as of (the “Date of Grant”), is entered into by and between Investment Technology Group, Inc. (the “Company”), a Delaware corporation, and , an employee of the Company (the “Employee”).

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DATED 7 February 2007
Investment Technology Group Inc • February 29th, 2008 • Security brokers, dealers & flotation companies
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JOSEPH COSGRAVE, PETER COSGRAVE AND MICHAEL COSGRAVE
Licence Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies
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ASSIGNMENT OF LEASE
Assignment of Lease • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, made as of the 27th day of April, 1999 by and among BOSTON WHARF CO., a Massachusetts general partnership (hereinafter referred to as “Landlord”), INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (hereinafter referred to as “Assignor”), and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation, formerly known as Jefferies Group, Inc. (hereinafter referred to as “Assignee”)

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INVESTMENT TECHNOLOGY GROUP, INC. FORM OF NONQUALIFIED STOCK OPTION GRANT AGREEMENT
Nonqualified Stock Option Grant Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS GRANT AGREEMENT, dated as of (the “Date of Grant”), is entered into by and between Investment Technology Group, Inc. (the “Company”), a Delaware corporation, and Robert C. Gasser, an employee of the Company (the “Employee”).

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INDEX
Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • England and Wales
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INVESTMENT TECHNOLOGY GROUP, INC. PERFORMANCE STOCK UNIT GRANT AGREEMENT FOR EMPLOYEES
Performance Stock Unit Grant Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS GRANT AGREEMENT, dated as of (the “Date of Grant”), is entered into by and between Investment Technology Group, Inc. (the “Company”), a Delaware corporation, and , an employee of the Company (the “Employee”).

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AMENDMENT OF LEASE
Of Lease • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, made as of the 23 day of July, 2003, by and between BOSTON WHARF CO., a Massachusetts general partnership (hereinafter referred to as “Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation, formerly known as Jefferies Group, Inc. (hereinafter referred to as “Tenant”)

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Pershing Limited and Investment Technology Group Limited Agreement relating to the provision of Back Office Services
Investment Technology Group Inc • February 29th, 2008 • Security brokers, dealers & flotation companies
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AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • New York

This AMENDMENT is made and entered into as of , 2007, by and between Investment Technology Group, Inc. (the “Company”) and (the “Executive”).

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