0001047469-08-002065 Sample Contracts

LEASE BETWEEN BOSTON WHARF CO.
Lease Agreement • 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”).

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”).

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”).

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”).

DATED 7 February 2007
Occupational Lease • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies
JOSEPH COSGRAVE, PETER COSGRAVE AND MICHAEL COSGRAVE
Licensing Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies
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”)

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”).

INDEX
Employment Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • England and Wales
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”).

AMENDMENT OF LEASE
Lease Amendment • 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”)

Pershing Limited and Investment Technology Group Limited Agreement relating to the provision of Back Office Services
Back Office Services Agreement • February 29th, 2008 • Investment Technology Group Inc • Security brokers, dealers & flotation companies
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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