10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal period ended September 30, 2009
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from              to              

Commission File Number 001-32722

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	95 - 2848406
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
380 Madison Avenue, New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)

(212) 588 - - 4000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x   No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o   No x

At October 30, 2009, the Registrant had 43,714,999 shares of common stock, $0.01 par value, outstanding.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I. — Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Statements of Financial Condition: September 30, 2009 (unaudited) and December 31, 2008	4
	Condensed Consolidated Statements of Income (unaudited): Three and Nine Months Ended September 30, 2009 and 2008	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity (unaudited): Nine Months Ended September 30, 2009	6
	Condensed Consolidated Statements of Cash Flows (unaudited): Nine Months Ended September 30, 2009 and 2008	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II. — Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 4.	Submission of Matters to a Vote of Security Holders	34
Item 5.	Other Information	34
Item 6.	Exhibits	34
	Signature	34

Investment Technology Group, ITG, the ITG logo, AlterNet, Building the New Buyside, ITG Algorithms, ITG Broker Edge, ITG Channel, ITG Compliance, ITG Dark Algorithm, ITG List-Based Algorithms, ITG Logic, ITG Matrix, ITG Opt, ITG Single-Stock Algorithms, ITG TCA, ITG Triton X, ITG Web Access, Macgregor XIP, Plexus Plan Sponsor, POSIT, POSIT Match, POSIT Now, POSIT VWAP, Radical, and Triton are registered trademarks or service marks of the Investment Technology Group, Inc. companies. Best-In-Class Solutions Across the Investment Continuum, Best Market Server, Hedge Pro, ITG Alpha Capture, ITG Data Analytics, ITG Derivatives, ITG Fair Value, ITG Post-Trade Analytics, ITG Routers, ITG Single Ticket Clearing, ITG Trade Ops, Macgregor Electronic Trading, MATCH Now, PAEG/L, POSIT Alert, POSIT Marketplace, Powered By POSIT, Sponsor Monitor, and Trading Analytic Widgets are trademarks or service marks of the Investment Technology Group, Inc. companies.

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FORWARD-LOOKING STATEMENTS

In addition to the historical information contained throughout this Quarterly Report on Form 10-Q, there are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements regarding our expectations related to our future financial position, results of operations, revenues, cash flows, dividends, financing plans, business and product strategies, competitive positions, as well as the plans and objectives of management for future operations, and all expectations concerning securities markets, client trading and economic trends are forward-looking statements.

Although we believe our expectations reflected in such forward-looking statements are based on reasonable assumptions, there can be no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements herein include, among others, the actions of both current and potential new competitors, fluctuations in market trading volumes, financial market volatility, changes in commission pricing, evolving industry regulations, errors or malfunctions in our systems or technology, rapid changes in technology, cash flows into or redemptions from equity mutual funds, effects of inflation, customer trading patterns, the success of our products and service offerings, our ability to continue to innovate and meet the demands of our customers for new or enhanced products, our ability to successfully integrate companies we have acquired, changes in tax policy or accounting rules, fluctuations in foreign exchange rates, adverse changes or volatility in interest rates, as well as general economic, business, credit and financial market conditions, internationally or nationally.

Certain of these factors, and other factors, are more fully discussed in Item 1A, Risk Factors, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K, for the year ended December 31, 2008, which you are encouraged to read. Our 2008 Annual Report on Form 10-K is also available through our website at http://investor.itg.com.

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PART I. — FINANCIAL INFORMATION

Item 1. Financial Statements

INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Condition

(In thousands, except share amounts)

	September 30, 2009			December 31, 2008
	(unaudited)
Assets
Cash and cash equivalents	$	354,050		$	352,960
Cash restricted or segregated under regulations and other	92,962			73,218
Deposits with clearing organizations	21,253			43,241
Securities owned, at fair value	6,736			6,399
Receivables from brokers, dealers and clearing organizations	590,138			328,528
Receivables from customers	857,125			300,158
Premises and equipment, net	40,577			48,321
Capitalized software, net	72,059			62,821
Goodwill	425,598			423,896
Other intangibles, net	29,047			31,094
Deferred taxes	6,455			2,591
Other assets	14,023			12,226
Total assets	$	2,510,023		$	1,685,453
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	221,591		$	221,582
Short-term bank loans	—			24,900
Payables to brokers, dealers and clearing organizations	854,382			232,527
Payables to customers	476,899			287,515
Securities sold, not yet purchased, at fair value	49			2,479
Income taxes payable	9,313			25,646
Deferred taxes	19,890			8,924
Long term debt	58,800			94,500
Total liabilities	1,640,924			898,073
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 51,682,153 and 51,582,306 shares issued at September 30, 2009 and December 31, 2008, respectively, and 43,683,428 and 43,244,184 shares outstanding at September 30, 2009 and December 31, 2008, respectively	517			516
Additional paid-in capital	230,234			219,830
Retained earnings	816,946			766,319
Common stock held in treasury, at cost; 7,998,725 and 8,338,122 shares at September 30, 2009 and December 31, 2008, respectively	(185,204		)	(193,206		)
Accumulated other comprehensive income (net of tax)	6,606			(6,079		)
Total stockholders’ equity	869,099			787,380
Total liabilities and stockholders’ equity	$	2,510,023		$	1,685,453

See accompanying notes to unaudited condensed consolidated financial statements.

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INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Revenues:
Commissions and fees	$	132,069	$	162,083	$	407,113	$	491,527
Recurring	22,145		21,958		65,290		65,888
Other	4,224		4,237		9,667		15,498
Total revenues	158,438		188,278		482,070		572,913
Expenses:
Compensation and employee benefits	56,758		64,640		175,833		194,038
Transaction processing	24,204		24,421		72,050		73,103
Occupancy and equipment	14,958		14,986		44,696		42,741
Telecommunications and data processing services	13,770		14,026		41,052		39,214
Other general and administrative	20,307		23,004		60,705		69,537
Interest expense	407		1,637		2,220		5,593
Total expenses	130,404		142,714		396,556		424,226
Income before income tax expense	28,034		45,564		85,514		148,687
Income tax expense	10,556		18,393		34,887		62,788
Net income	$	17,478	$	27,171	$	50,627	$	85,899
Earnings per share:
Basic	$	0.40	$	0.63	$	1.16	$	1.97
Diluted	$	0.40	$	0.62	$	1.15	$	1.95
Basic weighted average number of common shares outstanding	43,627		43,463		43,479		43,598
Diluted weighted average number of common shares outstanding	44,126		43,869		43,859		44,122

See accompanying notes to unaudited condensed consolidated financial statements.

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INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders’ Equity (unaudited)

Nine Months Ended September 30, 2009

(In thousands, except share amounts)

	Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings		Common Stock Held in Treasury			Accumulated Other Comprehensive Income			Total Stockholders’ Equity
Balance at January 1, 2009	$	—	$	516	$	219,830		$	766,319	$	(193,206	)	$	(6,079	)	$	787,380
Net income	—		—		—			50,627		—			—			50,627
Other comprehensive income:
Currency translation adjustment	—		—		—			—		—			12,366			12,366
Unrealized holding gain on securities available-for-sale (net of tax)	—		—		—			—		—			50			50
Reclassification adjustment for loss on hedging instruments recognized in net income (net of tax)	—		—		—			—		—			269			269
Comprehensive income																$	63,312
Issuance of common stock for employee stock options (199,237 shares), share awards (88,052 shares) and employee stock unit awards (124,966 shares)	—		1		(2,545		)	—		9,549			—			7,005
Issuance of common stock for the employee stock purchase plan (99,848 shares)	—		—		1,832			—		—			—			1,832
Settlement of share-based awards (72,858 shares)	—		—		—			—		(1,547		)	—			(1,547		)
Share-based compensation	—		—		11,117			—		—			—			11,117
Balance at September 30, 2009	$	—	$	517	$	230,234		$	816,946	$	(185,204	)	$	6,606		$	869,099

See accompanying notes to unaudited condensed consolidated financial statements.

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INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (unaudited)

(In thousands)

	Nine Months Ended September 30,
	2009			2008
Cash flows from Operating Activities:
Net income	$	50,627		$	85,899
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	45,041			37,995
Deferred income tax expense	7,673			7,107
Provision for doubtful accounts	(1,383		)	24
Share-based compensation	11,605			8,180
Changes in operating assets and liabilities:
Cash restricted or segregated under regulations and other	(17,080		)	(3,473		)
Deposits with clearing organizations	21,988			1,581
Securities owned, at fair value	(333		)	2,060
Receivables from brokers, dealers and clearing organizations	(240,505		)	(1,057,451		)
Receivables from customers	(492,182		)	(346,089		)
Accounts payable and accrued expenses	(2,178		)	18,762
Payables to brokers, dealers and clearing organizations	581,922			506,774
Payables to customers	150,054			990,767
Securities sold, not yet purchased, at fair value	(2,437		)	(261		)
Income taxes payable	(15,931		)	2,222
Excess tax benefit from share-based payment arrangements	(274		)	(2,480		)
Other, net	(723		)	(4,706		)
Net cash provided by operating activities	95,884			246,911
Cash flows from Investing Activities:
Acquisition of subsidiaries, net of cash acquired	(1,937		)	(5,714		)
Acquisition of patent	(450		)	—
Proceeds from sale of investments	—			2,815
Capital purchases	(8,703		)	(17,282		)
Capitalization of software development costs	(34,410		)	(32,234		)
Net cash used in investing activities	(45,500		)	(52,415		)
Cash flows from Financing Activities:
Payments on short-term bank loans	(24,900		)	(41,400		)
Payments on long term debt	(35,700		)	(28,500		)
Excess tax benefit from share-based payment arrangements	274			2,480
Common stock issued	9,304			6,611
Common stock repurchased	—			(23,021		)
Settlement of share-based awards	(1,547		)	(2,915		)
Net cash used in financing activities	(52,569		)	(86,745		)
Effect of exchange rate changes on cash and cash equivalents	3,275			(139		)
Net increase in cash and cash equivalents	1,090			107,612
Cash and cash equivalents — beginning of year	352,960			183,757
Cash and cash equivalents — end of period	$	354,050		$	291,369
Supplemental cash flow information
Interest paid	$	5,134		$	7,713
Income taxes paid	$	43,948		$	53,357

See accompanying notes to unaudited condensed consolidated financial statements.

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INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)

(1) Organization and Basis of Presentation

Investment Technology Group, Inc. (“ITG” or the “Company”) was formed as a Delaware corporation on July 22, 1983. Its principal subsidiaries and affiliates include: (1) ITG Inc., AlterNet Securities, Inc. (“AlterNet”), ITG Derivatives LLC (“ITG Derivatives”) and POSIT Alert LLC (“POSIT Alert”), United States (“U.S.”) broker-dealers, (2) Investment Technology Group Limited (“ITG Europe”), an institutional broker-dealer in Europe, (3) ITG Australia Limited (“ITG Australia”), an institutional broker-dealer in Australia, (4) ITG Canada Corp. (“ITG Canada”), an institutional broker-dealer in Canada, (5) ITG Hong Kong Limited (“ITG Hong Kong”), an institutional broker-dealer in Hong Kong, (6) ITG Japan Ltd. (“ITG Japan”), an institutional broker-dealer in Japan, (7) ITG Software Solutions, Inc., our intangible property, software development and maintenance subsidiary in the U.S., and (8) ITG Solutions Network, Inc. (“ITG Solutions Network”), a holding company for ITG Analytics, Inc. (“ITG Analytics”), a provider of pre- and post- trade analysis, fair value and trade optimization services, The Macgregor Group, Inc. (“Macgregor”), a provider of trade order management technology and network connectivity services for the financial community and Plexus Plan Sponsor Group, Inc. (“Plexus”), a provider of trading process analysis, transition consulting and related services to the plan sponsor community.

Investment Technology Group, Inc. (NYSE: ITG) is a specialized agency brokerage and financial technology firm that partners with asset managers globally to provide innovative solutions spanning the investment continuum. A leader in electronic trading since launching POSIT in 1987, ITG’s integrated approach now includes a range of products from portfolio management and pre-trade analysis to trade execution and post-trade evaluation. Asset managers rely on ITG’s independence, experience and agility to help mitigate risk, improve performance and navigate increasingly complex markets. The firm is headquartered in New York with offices in North America, Europe and the Asia Pacific region.

The Company has four reportable operating segments: U.S. Operations, Canadian Operations, European Operations and Asia Pacific Operations, following the realignment of the Company’s organizational structure to manage its business operations, planning and resource allocation as four separate and distinct businesses commencing in the second quarter of 2009 (see Note 15, Segment Reporting, to the condensed consolidated financial statements).

The U.S. Operations segment provides trading, trade order management, network connectivity and research services to institutional investors, plan sponsors, brokers, alternative investment funds and money managers. The Canadian Operations segment provides trading, network connectivity and research services. The European Operations segment includes our trading, trade order management, network connectivity and research service businesses in Europe, as well as a technology research and development facility in Israel.  The Asia Pacific Operations segment includes our trading, network connectivity and research service businesses in Australia, Hong Kong, Japan and Singapore.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets, liabilities, revenues and expenses. Actual results could differ from those estimates.

The condensed consolidated financial statements and accompanying notes are prepared in accordance with U.S. GAAP. All material intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all adjustments, which in the opinion of management, are necessary for the fair presentation of results.  We have changed the revenues caption “commission revenues” to “commission and fee revenues” on the Condensed Consolidated Statements of Income to reflect the commission equivalent fees earned on spread-based trades.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with Securities and Exchange Commission (“SEC”) rules and regulations; however, management believes that the disclosures herein are adequate to make the information presented not misleading. This report should be read in conjunction with our consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2008.

We have evaluated subsequent events through November 5, 2009, the date the financial statements were issued.

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Recent Accounting Pronouncements

On June 30, 2009, the Financial Accounting Standards Board (“FASB”) issued an accounting standard establishing the newly created FASB Accounting Standards Codification ™ (“ASC” or “FASB Codification”) as the source of authoritative accounting principles under U.S. GAAP.  The FASB Codification is a major restructuring of accounting and reporting standards designed to simplify user access to all authoritative U.S. GAAP by providing the authoritative literature in a topically organized structure.  The FASB Codification became effective for interim and annual periods ending after September 15, 2009, after which all existing non-SEC accounting and reporting standards were superseded, except for FASB Statements Nos. 164, 166 and 167, which will remain authoritative until they are integrated into the FASB Codification.  This accounting standard is codified in the FASB Codification under the Generally Accepted Accounting Principles Topic, ASC 105.

In June 2009, the FASB issued FASB Statement No. 166, Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140, (“FAS 166”) and FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R), (“FAS 167”).  Both FAS 166 and FAS 167 are not yet integrated into the FASB Codification.  FAS 166 provides for (i) the elimination of the concept of a “qualifying special-purpose entity”, (ii) changes in the requirements for derecognizing financial assets and (iii) additional disclosure, including information about transfers of financial assets (including securitization transactions) and continued exposure to the risks related to transferred financial assets.  FAS 167 changes how to determine when an entity that is sufficiently capitalized or is not controlled through voting or similar rights should be consolidated.  This determination will be based on, amongst other factors, an entity’s purpose and design, as well as a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.  FAS 167 will also require a company to provide additional disclosure about its use of variable interest entities and any significant changes in risk exposure resulting from such use.  Both FAS 166 and FAS 167 will be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter.  Earlier adoption is prohibited.  With regard to FAS 166, the statement must be applied to transfers occurring on or after the effective date.  We do not expect the adoption of either FAS 166 or FAS 167 to have a material impact on our consolidated results of operations and financial condition.

In May 2009, the FASB issued an accounting standard under the Subsequent Events Topic of the FASB Codification, ASC 855, which established general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or available to be issued.  The standard requires the disclosure of the date through which an entity has evaluated subsequent events and whether that date represents the date the financial statements were issued or were available to be issued. It is effective with interim and annual financial periods ending after June 15, 2009.  The adoption of ASC 855 did not have a significant impact on the subsequent events that we report, either through recognition or disclosure, in our financial statements.

In April 2009, the FASB issued three amendments to the Fair Value Measurements and Disclosures Topic, ASC 820, the Investments — Debt and Equity Securities Topic, ASC 320, and the Financial Instruments Topic, ASC 825, of the FASB Codification.

The Fair Value Measurements and Disclosures Topic of the FASB Codification defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The April amendment to this topic provides additional guidance on determining when the volume and level of activity for an asset or liability has significantly decreased. It also includes guidance on identifying circumstances when a transaction may not be considered orderly.  It provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity for an asset or liability.  When the reporting entity concludes there has been a significant decrease in volume and level of activity, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value.  The amendment clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The amendment provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

The April 2009 amendment to ASC 320 clarifies the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily impaired.  If an entity’s management asserts that it does not have the intent to sell a debt security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, then an entity may separate other-than-temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings), and 2) all other amounts (recorded in other comprehensive income).

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The April 2009 amendment to ASC 825 requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.

All three April 2009 amendments include substantial additional disclosure requirements. The effective date for these new standards is the same: interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The adoption of these amendments did not have a material impact on our consolidated results of operations and financial condition.

In June 2008, an accounting standard was issued under the Earnings Per Share Topic of the FASB Codification, ASC 260, addressing whether unvested share-based payment awards with rights to receive dividends or dividend equivalents should be considered participating securities for the purposes of applying the two-class method of calculating earnings per share (“EPS”). The two-class method is an earnings allocation method for computing EPS when an entity’s capital structure includes either two or more classes of common stock or common stock and participating securities (a security that may participate in undistributed earnings with common stock, whether that participation is conditioned upon the occurrence of a specified event or not, and regardless of the form of participation). This method determines EPS based on dividends declared on common stock and participating securities and participation rights of participating securities in any undistributed earnings. In this issuance, the FASB staff concluded that unvested share-based payment awards that contain rights to receive nonforfeitable dividends or dividend equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing EPS. This standard is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. It also requires that all prior-period EPS data be adjusted retrospectively. The adoption of these standards did not impact us as our unvested share-based payment awards do not contain rights to receive nonforfeitable dividends or dividend equivalents.

In March 2008, the FASB issued an amendment to the Derivatives and Hedging Topic of the FASB Codification, ASC 815, requiring enhanced disclosures regarding (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for and (iii) how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows.  The amendment is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption permitted.  The only impact of adopting this amendment was the expansion of our disclosure regarding derivative instruments (see Note 3, Derivative Instruments, to the condensed consolidated financial statements).

In December 2007, the FASB issued accounting standards related to business combinations. These standards, which are codified primarily in the Business Combinations Topic, ASC 805 and Intangibles-Goodwill and Other Topic, ASC 350, of the FASB Codification, significantly changed the accounting for, and reporting of, business combination transactions in consolidated financial statements. In addition to expanding the scope of acquisition accounting to all transactions and circumstances under which control of a business is obtained, significant changes in the accounting for business combination transactions resulting from the new standards included: (i) recognition, with certain exceptions, of 100 percent of the fair value of assets acquired, liabilities assumed, and noncontrolling interests of acquired businesses, (ii) measurement of all acquirer shares issued in consideration for a business combination at fair value on the acquisition date, (iii) recognition of contingent consideration arrangements at their acquisition-date fair values, with subsequent changes in fair value generally reflected in income, (iv) capitalization of in-process research and development assets acquired at acquisition date fair value, (v) recognition of acquisition-related transaction costs as expense when incurred, (vi) recognition of acquisition-related restructuring cost accruals in acquisition accounting only if certain criteria are met as of the acquisition date and (vii) recognition of changes in the acquirer’s income tax valuation allowance resulting from the business combination separately from the business combination as adjustments to income tax expense.

In December 2007, the FASB also issued an accounting standard under the Consolidation Topic of the FASB Codification, ASC 810, which significantly changed the accounting for noncontrolling interests.  These changes included: (i) classification of noncontrolling interests as a component of consolidated shareholders’ equity, (ii) income attributable to noncontrolling interests are reported as part of consolidated income and not as a separate component of income or expense with income attributable to noncontrolling interest disclosed on the face of the income statement (the elimination of “minority interest” accounting in results of operations), (iii) attribution of losses to the noncontrolling interest is required, even when those losses exceed the noncontrolling interest in the equity of the subsidiary, (iv) accounting for both increases and decreases in a parent’s controlling ownership interest that do not result in a loss of control of the subsidiary as transactions in the equity of the consolidated entity and (v) accounting for changes in a parent’s ownership interest that result in the loss of control of the subsidiary as a new basis recognition event that results in a gain or loss recognition on both the transaction in which control is ceded and on the revaluation to fair value of any retained ownership interest in the henceforth

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unconsolidated entity. In consolidated financial statements issued after the effective date of this standard, retroactive restatement of prior periods is required for the directives described in points (i) and (ii), above.

The above mentioned accounting standards issued in December 2007 were required to be adopted simultaneously and are effective for the first annual reporting period beginning on or after December 15, 2008.  The adoption of these standards did not impact our consolidated results of operations or financial condition.

(2) Fair Value Measurements

We adopted the accounting prescribed by the Fair Value Measurements and Disclosures Topic of the FASB Codification, ASC 820, for financial assets and liabilities on January 1, 2008. The partial adoption of ASC 820, as it relates to financial assets and liabilities, did not have any impact on our consolidated results of operations or financial position, other than additional disclosures. During the first quarter of 2009, we adopted ASC 820 with regards to the prescribed accounting for non-financial assets and liabilities, which also did not have any impact on our consolidated results of operations or financial position.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we use various methods including market, income and cost approaches. Based on these approaches, we often use certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable firm inputs. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, we categorize our fair value measured financial instruments according to the fair value hierarchy prescribed by ASC 820. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

·Level 1: Fair value measurements using unadjusted quoted market prices in active markets for identical, unrestricted assets or liabilities.

·Level 2: Fair value measurements using correlation with (directly or indirectly) observable market-based inputs, unobservable inputs that are corroborated by market data, or quoted prices in markets that are not active.

·Level 3: Fair value measurements using inputs that are significant and not readily observable in the market.

Level 1 consists of financial instruments whose value is based on quoted market prices such as exchange-traded mutual funds and listed equities.

Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models are primarily standard models that consider various assumptions including time value, yield curve and other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category include non-exchange-traded derivatives such as currency forward contracts.

Level 3 is comprised of financial instruments whose fair value is estimated based on internally developed models or methodologies utilizing significant inputs that are generally less readily observable. We currently do not have any Level 3 assets or liabilities.

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Fair value measurements on a recurring basis are as follows (dollars in thousands):

	September 30, 2009		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents:
Tax free money market mutual funds	$	8,772	$	8,772	$	—	$	—
U.S. Government money market mutual funds	244,894		244,894		—		—
Money market mutual funds	4,576		4,576		—		—
Securities owned, at fair value:
Trading securities	115		115		—		—
Available-for-sale securities	1,602		1,602		—		—
Equity index mutual funds	3,166		3,166		—		—
Bond mutual funds	1,853		1,853		—		—
Total	$	264,978	$	264,978	$	—	$	—
Liabilities
Accounts payable and accrued expenses:
Currency forward contracts	$	6	$	—	$	6	$	—
Securities sold, not yet purchased, at fair value:
Common stock	49		49		—		—
Total	$	55	$	49	$	6	$	—

Cash and cash equivalents principally represent U.S. Government money market mutual funds.

Securities owned, at fair value and securities sold, not yet purchased includes common stocks, equity index mutual funds and bond mutual funds, all of which are exchange traded.

Currency forward contracts are valued based upon forward exchange rates and approximate the credit risk adjusted discounted net cash flow that would have been realized if the contracts had been sold at the balance sheet date.

(3) Derivative Instruments

Derivative Contracts

All derivative instruments are recorded on the Condensed Consolidated Statements of Financial Condition at fair value in other assets or accounts payable and accrued expenses. Recognition of the gain or loss that results from recording and adjusting a derivative to fair value depends on the intended purpose for entering into the derivative contract. Gains and losses from derivatives that are not accounted for as hedges under the Derivatives and Hedging Topic of the FASB Codification, ASC 815, are recognized immediately in income. For derivative instruments that are designated and qualify as a fair value hedge, the gains or losses from adjusting the derivative to its fair value will be immediately recognized in income and, to the extent the hedge is effective, offset the concurrent recognition of changes in the fair value of the hedged item. Gains or losses from derivative instruments that are designated and qualify as a cash flow hedge will be recorded on the Condensed Consolidated Statements of Financial Condition in accumulated other comprehensive income (“OCI”) until the hedged transaction is recognized in income. However, to the extent the hedge is deemed ineffective, the ineffective portion of the change in fair value of the derivative will be recognized immediately in income. For discontinued cash flow hedges, prospective changes in the fair value of the derivative are recognized in income. Any gain or loss in accumulated other comprehensive income at the time the hedge is discontinued will continue to be deferred until the original forecasted transaction occurs. However, if it is determined that the likelihood of the original forecasted transaction is no longer probable, the entire related gain or loss in accumulated other comprehensive income is immediately reclassified into income.

Cash Flow Hedges

In 2006, we entered into interest rate swaps to hedge the risk related to the variability of our LIBOR-based interest payments that we believed were probable to occur over the next three years. The interest rate swaps, which were designated as hedging instruments in a cash flow hedge, matured on March 31, 2009.  During 2009, the final settlement of these swaps increased interest expense by approximately $0.5 million.

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Economic Hedges

We enter into three month forward contracts to sell Euros and buy British Pounds to economically hedge against the risk of currency movements on Euro deposits we hold in banks across Europe for equity trade settlement. When a contract matures, an assessment is made as to whether or not the contract value needs to be amended prior to entering into another, to ensure continued economic hedge effectiveness. As we have not designated these contracts as hedges, the changes to their fair value are recognized immediately in income.  Our counterparty agreements do not contain any credit-risk related contingent features.  There were no open three month forward contracts outstanding at September 30, 2009.

Some of our clients request trade settlement in a currency other than the currency in which the trade was executed and we enter into foreign exchange contracts in order to close out the resulting foreign currency position.  The foreign exchange deals are executed the same day as the underlying trade for value on the trade settlement date, typically three days later.  As we have not designated these contracts as hedges, the changes to their fair value are recognized immediately in income.

Fair Values and Effects of Derivatives Held

We classify asset derivatives as other assets on the Condensed Consolidated Statements of Financial Condition. At September 30, 2009 and December 31, 2008, we did not have any asset derivative instruments.

The following table summarizes the fair values of our liability derivative instruments (dollars in thousands), which are included in accounts payable and accrued expenses on the Condensed Consolidated Statements of Financial Condition:

	Liability Derivatives
	Fair Value
	September 30, 2009		December 31, 2008
Derivatives designated as hedging instruments:
Interest rate swaps	$	—	$	449
Total derivatives designated as hedging instruments	—		449
Derivatives not designated as hedging instruments:
Currency forward contracts	6		5,664
Total derivatives not designated as hedging instruments	6		5,664
Total derivatives	$	6	$	6,113

All currency forward contracts open at September 30, 2009 matured in October 2009.

The following table summarizes the impact of the effective portion of our derivative instruments on our results of operations (dollars in thousands).  Losses were reclassified from accumulated other comprehensive income into interest expense on the Condensed Consolidated Statements of Income (see Note 13, Other Comprehensive Income, to the condensed consolidated financial statements).

	Gain/(Loss) Recognized in OCI on Derivatives (Effective Portion)					Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	September 30,					September 30,
Derivative Cash Flow Hedging Relationships	2009		2008			2009			2008
Three Months Ended
Interest rate swaps	$	—	$	475		$	—		$	(347	)
Total	$	—	$	475		$	—		$	(347	)
Nine Months Ended
Interest rate swaps	$	—	$	(389	)	$	(450	)	$	(777	)
Total	$	—	$	(389	)	$	(450	)	$	(777	)

As of September 30, 2009 and 2008, we did not have any derivative instruments deemed ineffective, thus no gain or loss was recognized in our Condensed Consolidated Statements of Income.

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The following table summarizes the impact our derivative instruments not designated as hedging instruments under ASC 815 had on our results of operations (dollars in thousands) which are recorded in other general and administrative expense in the Condensed Consolidated Statements of Income.

	Gain/(Loss) Recognized in Income on Derivatives
	September 30,
Derivatives Not Designated as Hedging Instruments-under ASC 815	2009			2008
Three Months Ended
Currency forward contracts	$	60		$	60
Total	$	60		$	60
Nine Months Ended
Currency forward contracts	$	(13	)	$	486
Total	$	(13	)	$	486

(4) Cash Restricted or Segregated Under Regulations and Other

Cash restricted or segregated under regulations and other represents (i) funds on deposit for the purpose of securing working capital facilities for clearing and settlement activities in Hong Kong, (ii) a special reserve bank account for the exclusive benefit of customers (“Special Reserve Bank Account”) maintained by ITG Inc. in accordance with Rule 15c3-3 of the Securities Exchange Act of 1934 (“Customer Protection Rule”), (iii) funds relating to the securitization of a letter of credit and a bank guarantee supporting two Macgregor leases, (iv) funds on deposit for European trade settlement activity, (v) segregated balances maintained by our Japanese business on behalf of its customers under certain directed brokerage arrangements and (vi) funds relating to the securitization of a bank guarantee supporting an Australian lease.

(5) Securities Owned and Sold, Not Yet Purchased

The following is a summary of securities owned and securities sold, not yet purchased (dollars in thousands):

	Securities Owned				Securities Sold, Not Yet Purchased
	September 30, 2009		December 31, 2008		September 30, 2009		December 31, 2008
Corporate stocks—trading securities	$	115	$	512	$	49	$	2,479
Corporate stocks—available-for-sale	1,602		1,518		—		—
Mutual funds	5,019		4,369		—		—
Total	$	6,736	$	6,399	$	49	$	2,479

Securities owned consists of securities positions held by the Company resulting from temporary positions in securities incurred in the normal course of our agency trading business, mutual fund positions, and 55,440 shares of common stock in NYSE Euronext, Inc. (“NYX Shares”).

Securities sold, not yet purchased consist of short positions in securities resulting from temporary positions in securities incurred in the normal course of our agency trading business.

Available-for-Sale Securities

Unrealized holding gains and losses on available-for-sale securities, net of tax effects, which are reported in accumulated other comprehensive income until realized, are as follows (dollars in thousands):

	After-Tax Unrealized Holding Gain/(Loss)
	September 30, 2009		December 31, 2008
Positions with net gains	$	50	$	—
Positions with net (losses)	—		—
Total gain/(loss)	$	50	$	—

There were no sales of available-for-sale securities during the three and nine month periods ending September 30, 2009 and 2008.

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(6) Income Taxes

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

During 2009, we resolved uncertain tax positions in the U.S. for fiscal years 2001 through 2007 resulting in a decrease in our liability of $14.8 million (including interest of $5.1 million), as well as the related deferred tax assets of $5.6 million.  As a result of this, we recognized a net tax benefit of $2.5 million for the year to date.

We had unrecognized tax benefits for tax positions taken of $10.8 million and $18.4 million at September 30, 2009 and December 31, 2008, respectively. We had accrued interest expense of $1.0 million and $3.6 million, net of related tax effects, related to our unrecognized tax benefits at September 30, 2009 and December 31, 2008, respectively.

(7) Goodwill and Other Intangibles

The following is a summary of goodwill and other intangibles (dollars in thousands):

	Goodwill				Other Intangibles, Net
	September 30, 2009		December 31, 2008		September 30, 2009		December 31, 2008
U.S. Operations	$	391,103	$	389,159	$	27,717	$	29,720
European Operations	31,537		31,588		981		1,018
Asia Pacific Operations	2,958		3,149		349		356
Total	$	425,598	$	423,896	$	29,047	$	31,094

During 2009, we recorded approximately $1.9 million of goodwill in additional purchase price consideration related to the July 31, 2007 acquisition of Redsky Financial, LLC (now ITG Derivatives).  We also recorded approximately $0.5 million of intangible assets related to the purchase of an intellectual property related patent with a remaining useful life of approximately 17 years.

Amortizable other intangibles are amortized over their respective estimated useful lives, which range from three to eighteen years. During the three and nine months ended September 30, 2009, we recognized intangible amortization expense of $0.8 million and $2.5 million compared with $0.7 million and $2.1 million in the prior year periods, respectively.  At September 30, 2009, other intangible assets not subject to amortization amounted to $9.7 million, of which $9.2 million related to POSIT and certain other proprietary trade names.

During the nine months ended September 30, 2009, no goodwill or other intangibles were deemed impaired and accordingly, no write-off was required.

(8) Receivables and Payables

Receivables from, and Payables to, Brokers, Dealers and Clearing Organizations

The following is a summary of receivables from, and payables to, brokers, dealers and clearing organizations (dollars in thousands):

	Receivables from						Payables to
	September 30, 2009			December 31, 2008			September 30, 2009		December 31, 2008
Broker-dealers	$	362,571		$	300,754		$	642,796	$	226,515
Clearing organizations	482			6,981			2		97
Deposits for securities borrowed	227,376			21,717			—		—
Securities loaned	—			—			211,584		5,915
Allowance for doubtful accounts	(291		)	(924		)	—		—
Total	$	590,138		$	328,528		$	854,382	$	232,527

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Receivables from, and Payables to, Customers

The following is a summary of receivables from, and payables to, customers (dollars in thousands):

	Receivables from						Payables to
	September 30, 2009			December 31, 2008			September 30, 2009		December 31, 2008
Customers	$	858,350		$	302,324		$	476,899	$	287,515
Allowance for doubtful accounts	(1,225		)	(2,166		)	—		—
Total	$	857,125		$	300,158		$	476,899	$	287,515

(9) Accounts Payable and Accrued Expenses

The following is a summary of accounts payable and accrued expenses (dollars in thousands):

	September 30, 2009		December 31, 2008
Accrued research payables	$	53,753	$	44,261
Accrued compensation and benefits	50,665		70,464
Trade payables	48,494		34,020
Deferred compensation	25,867		28,959
Deferred revenue	12,269		12,720
Acquisition payment obligation	5,487		5,511
Accrued transaction processing	4,962		3,589
Other accrued expenses	20,094		22,058
Total	$	221,591	$	221,582

(10) Short-Term Bank Loans

We fund our U.S. securities settlement operations with operating cash or with short-term bank loans. We have established pledge facilities with two banks, JPMorgan Chase Bank, N.A. and The Bank of New York Mellon, for this purpose. Borrowings under these arrangements generally bear interest at the federal funds rate plus a spread of 50 - 120 basis points, depending upon the amount borrowed and are repayable on demand (generally the next business day). The short-term bank loans are collateralized by the securities underlying the transactions, which equal up to 125% of the borrowings. At September 30, 2009, we had no short-term bank loans outstanding under these pledge facilities.  At December 31, 2008, we had $24.9 million in short-term bank loans at a weighted average interest rate of 1.75%.

We also have a $15.0 million unsecured line of credit with The Bank of New York Mellon bearing interest at a negotiable rate. Each advance under the line of credit is due at a specified maturity date with no prepayment option. At September 30, 2009, we had no borrowings outstanding under this facility.

(11) Long Term Debt

On January 3, 2006, we entered into a $225.0 million credit agreement fully underwritten by a syndicate of banks. The credit agreement consists of a five-year term loan in the amount of $200.0 million (“Term Loan”) and a five-year revolving facility in the amount of $25.0 million (“Revolving Credit Facility”). The Term Loan and Revolving Credit Facility are secured by substantially all of the Company’s assets. We utilized the $200.0 million Term Loan on January 3, 2006, to partially finance the acquisitions of Macgregor and Plexus. The Revolving Credit Facility is available for future working capital purposes and is not drawn upon as of the filing date of this Quarterly Report on Form 10-Q.  Commitment fees are payable on the Revolving Credit Facility at a rate of 0.30% per year. The current borrowings under the Term Loan bear interest based upon the Three-Month London Interbank Offered Rate (“LIBOR”) plus a margin of 1.25%. We incurred $2.3 million of debt issuance costs, primarily underwriting fees, related to the creation of the facility. The debt issuance costs are included in other assets on the accompanying Condensed Consolidated Statement of Financial Condition and are amortized to interest expense over the life of the loan.

16

At September 30, 2009, we had $58.8 million in outstanding debt under the Term Loan following scheduled principal payments of $35.7 million during the first nine months of 2009, compared with payments of $28.5 million in the comparable 2008 period.  Principal and interest payments on the Term Loan are due on a quarterly basis. The remaining scheduled principal repayments are as follows (dollars in millions):

Year	Aggregate Amount
2009	$	11.9
2010	46.9
	$	58.8

Interest expense on the credit facility, including amortization of debt issuance costs and net settlement payments on interest rate swaps, totaled $0.4 million and $2.2 million in the three and nine month periods ended September 30, 2009 compared with $1.6 million and $5.6 million in the prior year periods, respectively.

Pursuant to the terms of the credit agreement, we are required to maintain certain financial ratios and operating statistics, and we will also be subject to certain operational limitations, including limitations on our ability to incur additional indebtedness, to make certain fundamental company changes (such as mergers, acquisitions and dispositions of assets), to make dividends and distributions on our capital stock and to undertake certain capital expenditures. Also pursuant to the terms of the credit agreement, in March 2006, we entered into interest rate swap agreements which effectively fixed our interest rate on a portion of the outstanding Term Loan amount at 6.314% for a period of three years that ended March 31, 2009.

(12) Earnings Per Share

The following is a reconciliation of the basic and diluted earnings per share computations (amounts in thousands, except per share amounts):

	September 30,
	2009		2008
Three Months Ended
Net income for basic and diluted earnings per share	$	17,478	$	27,171
Shares of common stock and common stock equivalents:
Average common shares used in basic computation	43,627		43,463
Effect of dilutive securities	499		406
Average common shares used in diluted computation	44,126		43,869
Earnings per share:
Basic	$	0.40	$	0.63
Diluted	$	0.40	$	0.62
Nine Months Ended
Net income for basic and diluted earnings per share	$	50,627	$	85,899
Shares of common stock and common stock equivalents:
Average common shares used in basic computation	43,479		43,598
Effect of dilutive securities	380		524
Average common shares used in diluted computation	43,859		44,122
Earnings per share:
Basic	$	1.16	$	1.97
Diluted	$	1.15	$	1.95

The following is a summary of anti-dilutive equity awards not included in the detailed earnings per share computations (amounts in thousands):

	September 30,
	2009	2008
Three months ended	695	685
Nine months ended	687	445

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(13) Other Comprehensive Income

The components and allocated tax effects of other comprehensive income for the periods ended September 30, 2009 and December 31, 2008 are as follows (dollars in thousands):

	Before Tax Effects			Tax Effects			After Tax Effects
September 30, 2009
Currency translation adjustment	$	6,556		$	—		$	6,556
Unrealized holding gain on securities, available-for-sale	84			(34		)	50
Unrealized loss on hedging activities:
Beginning balance	(449		)	181			(268		)
Unrealized losses arising during period	(1		)	—			(1		)
Reclassification adjustment for losses recognized in net income	450			(181		)	269
Net unrealized loss on hedging activities	—			—			—
Total	$	6,640		$	(34	)	$	6,606
December 31, 2008
Currency translation adjustment	$	(5,810	)	$	—		$	(5,810	)
Unrealized holding gain / (loss) on securities, available-for-sale:
Beginning balance	91			(37		)	54
Unrealized holding losses arising during period	(1,610		)	658			(952		)
Reclassification adjustment for losses recognized in net income	1,519			(621		)	898
Net unrealized holding gain / (losses) on securities, available-for-sale	—			—			—
Unrealized loss on hedging activities	(449		)	180			(269		)
Total	$	(6,259	)	$	180		$	(6,079	)

In 2006, we entered into interest rate swaps to hedge the risk related to the variability of our LIBOR-based interest payments that we believed were probable to occur over the next three years. The interest rate swaps, which were designated as hedging instruments in a cash flow hedge, matured on March 31, 2009.  During 2009, an after tax loss of $0.3 million was reclassified out of accumulated other comprehensive income and into income.

Unrealized holding gains and losses on securities, available-for-sale relates to the NYX Shares we received as part of the merger of the New York Stock Exchange and Archipelago Holdings Inc. on March 9, 2006.  During 2008, an after-tax unrealized holding loss of $898 thousand was reclassified out of accumulated other comprehensive income and into income as we believed that the decrease in the value of those shares was other-than-temporary and therefore wrote down their value to reflect the December 31, 2008 fair market value of $1.5 million.  This fair value became the cost basis and subsequent temporary price changes are reported in accumulated other comprehensive income.  At September 30, 2009, there were no securities that were other-than-temporarily impaired.

Deferred taxes have not been provided on the cumulative undistributed earnings of foreign subsidiaries or the cumulative translation adjustment related to those investments since such amounts are expected to be reinvested indefinitely.

(14) Net Capital Requirement

ITG Inc., AlterNet, Blackwatch Brokerage Inc. (“Blackwatch”), ITG Derivatives and POSIT Alert are subject to the Uniform Net Capital Rule (Rule 15c3-1) under the Exchange Act, which requires the maintenance of minimum net capital. ITG Inc. has elected to use the alternative method permitted by Rule 15c3-1, which requires that ITG Inc. maintain minimum net capital equal to the greater of $1.0 million or 2% of aggregate debit balances arising from customer transactions. AlterNet, Blackwatch, ITG Derivatives and POSIT Alert have elected to use the basic method permitted by Rule 15c3-1, which requires that they maintain minimum net capital equal to the greater of $100,000 for AlterNet, $500,000 for ITG Derivatives and $5,000 for Blackwatch and POSIT Alert, or 6 2/3% of aggregate indebtedness.  Dividends or withdrawals of capital cannot be made if capital is needed to comply with regulatory requirements.

18

Our net capital balances and the amounts in excess of required net capital at September 30, 2009 for our U.S. Operations are as follows (dollars in millions):

	Net Capital		Excess Net Capital
U.S. Operations
ITG Inc.	$	179.5	$	178.5
AlterNet	3.8		3.6
Blackwatch	4.7		4.6
ITG Derivatives	12.5		12.0
POSIT Alert	4.7		4.6

As of September 30, 2009, ITG Inc. had a $36.3 million cash balance in a Special Reserve Bank Account for the benefit of customers and brokers under the Customer Protection Rule pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements.

In addition, our Canadian, European and Asia Pacific Operations had regulatory capital in excess of the minimum requirements applicable to each business as of September 30, 2009, as summarized in the following table (dollars in millions):

	Excess Net Capital
Canadian Operations
Canada	$	49.8
European Operations
Europe	$	21.0
Asia Pacific Operations
Australia	$	4.0
Hong Kong	9.4
Japan	2.1

(15) Segment Reporting

ITG realigned its organizational structure to manage its business operations, planning and resource allocation as four separate and distinct businesses commencing in the second quarter of 2009.  Prior to this, the Company managed its business with three segment managers who were responsible for their respective U.S., Canadian and International Operations. Under the new organizational structure, the European and Asia Pacific businesses, which formerly comprised the International Operations segment, are managed as separate businesses, each under their own segment manager reporting to ITG’s Chief Executive Officer.  Accordingly, the information relating to the prior corresponding periods has been restated to conform to the current segments.

The U.S. Operations segment provides trading, trade order management, network connectivity and research services to institutional investors, plan sponsors, brokers, alternative investment funds and money managers. The Canadian Operations segment provides trading, network connectivity and research services. The European Operations segment includes our trading, trade order management, network connectivity and research service businesses in Europe, as well as a technology research and development facility in Israel.  The Asia Pacific Operations segment includes our trading, network connectivity and research service businesses in Australia, Hong Kong, Japan and Singapore.

The accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies, in our Annual Report on Form 10-K for the year ended December 31, 2008.  The Company allocates resources to, and evaluates the performance of, its reportable segments based on income before income tax expense. Consistent with the Company’s resource allocation and operating performance evaluation approach, the effects of inter-segment activities are eliminated except in limited circumstances where certain technology related costs are allocated to a segment to support that segment’s revenue producing activities. Commission and fee revenues are principally attributed to each segment based upon the location of execution of the related transaction, while recurring revenues are principally attributed based upon the location of the contractual ITG entity.

A summary of the segment financial information is as follows (dollars in thousands):

19

	U.S. Operations		Canadian Operations		European Operations			Asia Pacific Operations			Consolidated
Three Months Ended September, 2009
Total revenues	$	114,647	$	15,703	$	19,344		$	8,744		$	158,438
Income /(loss) before income tax expense	26,891		3,895		1,491			(4,243		)	28,034
Capital purchases	1,783		586		1,092			283			3,744
Three Months Ended September, 2008
Total revenues	$	141,113	$	21,089	$	18,647		$	7,429		$	188,278
Income / (loss) before income tax expense	42,599		6,771		(1,450		)	(2,356		)	45,564
Capital purchases	3,032		175		839			714			4,760
Nine Months Ended September, 2009
Total revenues	$	353,984	$	52,594	$	53,829		$	21,663		$	482,070
Income / (loss) before income tax expense	81,571		15,505		859			(12,421		)	85,514
Identifiable assets	1,132,746		277,469		540,990			558,818			2,510,023
Capital purchases	5,895		807		1,455			546			8,703
Nine Months Ended September, 2008
Total revenues	$	427,193	$	62,519	$	59,171		$	24,030		$	572,913
Income / (loss) before income tax expense	136,648		19,503		(2,695		)	(4,769		)	148,687
Identifiable assets	1,133,589		687,710		1,256,108			364,449			3,441,856
Capital purchases	12,730		1,058		2,189			1,305			17,282

Long-lived assets, classified by the geographic region in which the Company operates, are as follows (dollars in thousands):

	2009		2008
Long-lived Assets at September 30,
United States	$	513,191	$	514,504
Canada	5,808		5,150
Europe	41,361		40,309
Asia Pacific	7,158		7,610
Total	$	567,518	$	567,573

The Company’s long-lived assets primarily consist of premises and equipment, capitalized software, goodwill, other intangibles and debt issuance costs.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements, including the notes thereto.

Overview

Investment Technology Group, Inc. is a specialized agency brokerage and financial technology firm that partners with asset managers globally to provide innovative solutions spanning the investment continuum. The Company has four reportable operating segments: U.S. Operations, Canadian Operations, European Operations and Asia Pacific Operations, following the realignment of its organizational structure in the second quarter of 2009 (see Note 15 to the Condensed Consolidated Financial Statements, Segment Reporting).  The U.S. Operations segment provides trading, trade order management, network connectivity and research services to institutional investors, plan sponsors, brokers, alternative investment funds and money managers. The Canadian Operations segment provides trading, network connectivity and research services. The European Operations segment includes our trading, trade order management, network connectivity and research service businesses in Europe, as well as a technology research and development facility in Israel.  The Asia Pacific

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Operations segment includes our trading, trade order management, network connectivity and research service businesses in Australia, Hong Kong, Japan and Singapore.

Our revenues principally consist of commissions and fees from customers’ use of our trade execution services. Because commissions are earned on a per-transaction basis, such revenues fluctuate from period to period depending on (i) the volume of securities traded through our services in the U.S. and Canada, (ii) the contract value of securities traded in Europe and Asia Pacific, and (iii) our commission rates. Commission revenues are generated by orders delivered to us from our order and execution management products and other vendors’ products, direct computer-to-computer links to customers through ITG Net (our financial communications network) and third party networks and phone orders from our customers.  Fee revenues are generated on transactions from our spread trading business, whereby orders are filled within the National Best Bid and Offer (“NBBO”) and we earn a fee from a portion of the spread between the execution price and the prevailing NBBO for the relevant security.  We also operate a matched book stock borrow/stock loan business where we act as an intermediary in the borrowing and lending of securities from and to other broker-dealers and financial institutions.  Our profit is earned on the interest spreads generated from the borrowing and lending activities.  In Canada, we also generate revenue from interlisted arbitrage trading, where we profit from small price differences by simultaneously purchasing and selling the same equity security in the Canadian and U.S. markets. We also generate recurring revenues, which are largely fee or subscription-based rather than transaction-based, and are therefore significantly less variable. Our subscription-based revenues principally consist of revenues from sales of analytical products, network connectivity and order management system services.

Executive Summary

In the third quarter of 2009, our consolidated revenues decreased 16% to $158.4 million relative to the third quarter of 2008 while our operating expenses decreased 9% to $130.4 million.  Net income for the third quarter of 2009 was $17.5 million, or $0.40 per diluted share, as compared to $27.2 million, or $0.62 per diluted share in the third quarter of 2008.  Our U.S. revenue was $114.6 million in the third quarter of 2009, declining $26.5 million or 19% compared to the third quarter of 2008.

Global financial markets rebounded in the third quarter of 2009 compared to the third quarter of 2008.  While the market volatility and equity risk aversion that characterized late 2008 and early 2009 have subsided, equity market values remain largely below third quarter 2008 levels.  The CBOE Volatility Index (“VIX”) averaged 25.5 in the third quarter of 2009, virtually unchanged from 25.1 in the third quarter of 2008, and down from an average of 33.0 in the second quarter of 2009.  Historically, the VIX reached a peak of 89.5 on October 24, 2008, its highest level since the index was first published in 1990 and has since trended downward, with some occasional spikes, toward a more normalized level.

The S&P 500 and NASDAQ Composite indices increased 15% and 16%, respectively, during the third quarter of 2009. The S&P 500 was still 9% below its September 30, 2008 level, but the NASDAQ Composite was actually 1% higher than the year-ago period.  New flows into U.S.-based equity mutual funds were $2.7 billion in the third quarter of 2009 compared with net outflows of $52 billion in the third quarter of 2008, according to the Investment Company Institute. While the overall macroeconomic and business environment has stabilized, it continues to present a set of challenges to us both domestically and internationally.

Overall U.S. equity trading volume, measured by share volume in NYSE and NASDAQ-listed securities, was slightly lower in the third quarter of 2009 relative to the comparable 2008 quarter.  Average daily volume in NYSE-listed and NASDAQ-listed securities was 5.5 billion shares and 2.3 billion shares, respectively.

Our U.S. equity volumes fell from 217.6 million average daily shares executed in the third quarter of 2008 to 180.0 million average daily shares executed in the third quarter of 2009, representing a decrease of 17%.  Revenue per share  fell 3% from the second quarter of 2009 and was14% lower than the prior year quarter.  Flows into U.S.-based equity mutual funds have been skewed towards index fund managers and international equity funds, while funds investing in domestic equities (which comprise the core of our U.S. customer base) had $10.9 billion in net outflows in the third quarter of 2009.  Accordingly, we did not see a resurgence in activity with our sizable base of large, active money managers who use our products across the trading continuum and therefore, customer mix continued to pressure revenue per share in the third quarter of 2009.

In Canada, our revenues for the third quarter of 2009 were $15.7 million, decreasing $5.4 million or 26% from the comparable 2008 quarter.  The revenue decline included the impact of the strengthening U.S. Dollar, which reduced revenues and pre-tax income by approximately $0.8 million and $0.2 million, respectively.  Equity trading volume on the Toronto Stock Exchange (“TSX”) increased 10% in the third quarter of 2009 to 28.3 billion shares from 25.7 billion shares in the

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third quarter of 2008.  A significant factor for the increased 2009 volume was the TSX’s introduction (in the fourth quarter of 2008) of an incentive program for electronic liquidity providers that trade on a proprietary basis (such as electronic market makers). These electronic liquidity providers are generally not a component of our core client base.  The program gained rapid acceptance and is estimated to be responsible for as much as 25% of all TSX volume.  Excluding the estimated volume attributable to the TSX’s incentive program for these electronic liquidity providers, TSX volume in the third quarter declined approximately 18%, which is consistent with the decline in ITG commission revenues.

Although European markets rallied during the third quarter of 2009, equity market values still remained below the comparable prior year levels.  While the decline in market values did contribute to our commission revenue decrease (as trading commissions are generally based on the value of a customer trade, or ad valorem, within our European operation), commission revenues were most affected by the strengthening of the U.S. Dollar relative to the Pound Sterling, which reduced our commission revenues by $2.3 million while favorably affecting pre-tax income by $0.2 million during the third quarter compared to the prior year quarter.

Our Asia Pacific revenues increased 18% in the third quarter of 2009 relative to the comparable 2008 quarter.  The regional stock markets were mixed on a year-over-year basis, with the Nikkei 225 ending the third quarter 10% below its September 30, 2008 level, while the Hang Seng and ASX 200 indices were up 16% and 3% compared to the same period, respectively. Asia Pacific commissions are generally ad valorem.  The strengthening of the U.S. Dollar relative to other major currencies negatively affected Asia Pacific revenue by $0.2 million while having a negligible impact on pre-tax income.

Results of Operations — Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

U.S. Operations

	Three Months Ended September 30,
$ in thousands	2009			2008			Change			% Change
Revenues
Commissions and fees	$	95,068		$	121,178		$	(26,110	)	(22	)
Recurring	17,187			20,505			(3,318		)	(16	)
Other	2,392			(570		)	2,962			na
Total revenues	114,647			141,113			(26,466		)	(19	)
Expenses
Compensation and employee benefits	38,104			46,629			(8,525		)	(18	)
Transaction processing	13,496			11,680			1,816			16
Other expenses	35,749			38,568			(2,819		)	(7	)
Interest expense	407			1,637			(1,230		)	(75	)
Total expenses	87,756			98,514			(10,758		)	(11	)
Income before income tax expense	$	26,891		$	42,599		$	(15,708	)	(37	)
Pre-tax margin	23.5		%	30.2		%	(6.7		)%

The decline in U.S. commission and fee revenues can be principally attributed to a shift in the customer/product mix and resultant lower average commission rates, as well as the current uncertain market conditions.

	Three Months Ended September 30,
U.S. Operations: Key Indicators*	2009		2008		Change			% Change
Total trading volume (in billions of shares)	11.5		13.9		(2.4		)	(17	)
Trading volume per day (in millions of shares)	180.0		217.6		(37.6		)	(17	)
Average revenue per share ($)	$	0.0068	$	0.0079	$	(0.0011	)	(14	)
U.S. market trading days	64		64		—			—

* Represents core equity business excluding ITG Derivatives, ITG Net commission revenues and fees on spread-based transactions.

Our trading volumes decreased by 17% in the third quarter of 2009 compared to the same period in 2008.  The trend from previous quarters continued, with no clear sign yet of an upturn in fund flows to our core customer base of active managers. These are typically long-only institutional clients with the greatest propensity to use our higher commission products.  In contrast, we saw a larger proportion of our business activity coming from our lower margin direct market access

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and index fund clients, which caused our overall average commission rate to decline. Somewhat offsetting the lower margin customer mix, commission and fee revenues benefited from growth in our ITG Derivatives and spread-based trading businesses.

Compounding the effect of customer mix, transaction processing costs were higher due to increased activity in our options trading business (where transaction processing costs are higher than our core equity business), increases in securities borrowing fees and SEC transaction fees (“section 31 fees”).

Recurring revenues declined following our realignment of certain management responsibilities for international activities related to our Order Management System (“OMS”) and ITG Net businesses, as we assigned the relevant customer agreements to our European business in October 2008. This resulted in the transfer of revenues and associated costs related to those clients to our European segment.

Other revenues reflect lower client accommodations and higher stock borrow revenues, partially offset by lower investment income in the current low interest rate environment.

Compensation and employee benefits costs declined 18% as lower headcount, including the transfer of OMS and ITG Net staff to our European Operations, reduced performance-based compensation levels and higher capitalized compensation costs related to our continued focus on product development were slightly offset by higher share-based compensation expenses.

Other expenses reflect savings achieved in business development, consulting and market data expenses offset by higher amortization expense related to new product releases.

Interest expense declined significantly due to a lower outstanding balance on our long term debt, as well as the significantly lower LIBOR interest rates.  Additionally, our interest rate swaps (described in Note 3, Derivative Instruments, to the condensed consolidated financial statements), which were economically unfavorable due to the drop in interest rates after their inception in 2006, expired on March 31, 2009.

Canadian Operations

	Three Months Ended September 30,
$ in thousands	2009			2008			Change			% Change
Revenues
Commissions and fees	$	13,269		$	16,246		$	(2,977	)	(18	)
Recurring	699			411			288			70
Other	1,735			4,432			(2,697		)	(61	)
Total revenues	15,703			21,089			(5,386		)	(26	)
Expenses
Compensation and employee benefits	4,045			5,915			(1,870		)	(32	)
Transaction processing	3,325			3,485			(160		)	(5	)
Other expenses	4,438			4,918			(480		)	(10	)
Total expenses	11,808			14,318			(2,510		)	(18	)
Income before income tax expense	$	3,895		$	6,771		$	(2,876	)	(42	)
Pre-tax margin	24.8		%	32.1		%	(7.3		)%

Canadian commission and fee revenues decreased as a result of an unfavorable exchange rate impact and lower TSX volume in the segment of the market that forms our core client base.  Electronic liquidity providers, which drove the 10% increase in overall TSX volume, are generally not a component of our client base.  Excluding the estimated volume attributable to the TSX’s incentive program for these electronic liquidity providers, volume declined approximately 18%.  Interlisted arbitrage trading, which accounts for most of our other revenues, generated $1.8 million in the third quarter of 2009, significantly down from the $4.4 million achieved in the comparable 2008 quarter due to a decrease in Canadian and U.S. interlisted trading volumes and an increase in competition in this area.

Total operating expenses of $11.8 million were down 18% in the third quarter of 2009 and included a favorable exchange rate impact of $0.6 million resulting from a weaker Canadian Dollar.

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Compensation and employee benefits expense were lower as reduced performance-based compensation, increases in capitalized compensation costs and favorable exchange rates more than offset increases in salary and share-based compensation expenses.

Transaction processing costs declined at a slower pace than the related commission revenues as a greater proportion of our trades were executed on the TSX as liquidity takers rather than as liquidity providers, which is more costly.

Other expenses reflect decreases in consulting and business development costs, a favorable exchange rate impact and improved receivables collections.

Overall, currency translation reduced total revenues and pre-tax income by $0.8 million and $0.2 million, respectively.

European Operations

	Three Months Ended September 30,
$ in thousands	2009			2008			Change			% Change
Revenues
Commissions and fees	$	15,290		$	17,929		$	(2,639	)	(15	)
Recurring	4,160			1,015			3,145			310
Other	(106		)	(297		)	191			64
Total revenues	19,344			18,647			697			4
Expenses
Compensation and employee benefits	8,960			7,834			1,126			14
Transaction processing	5,283			8,002			(2,719		)	(34	)
Other expenses	3,610			4,261			(651		)	(15	)
Total expenses	17,853			20,097			(2,244		)	(11	)
Income / (loss) before income tax expense	$	1,491		$	(1,450	)	$	2,941		203
Pre-tax margin	7.7		%	(7.8		)%	15.5		%

European commissions continue to be adversely affected by lower market volumes and share prices compared to the prior year quarter. Although European share prices have started to recover from the lows at the start of the year, they continue to lag behind prior year levels, thereby lowering our commission revenue base.

European commission revenues fell $2.6 million, with an unfavorable currency translation effect of $2.3 million representing approximately 90% of the decline. Our POSIT business had a very strong quarter due to the success of POSIT Alert and internalizing initiatives, while the increased focus on revenues generated by our trading desk also contributed positively to our revenue performance.

Recurring revenues reflect the transfer of certain OMS and ITG Net customers from our U.S. Operations and higher analytical product revenue.

Transaction processing cost savings outpaced the decline in commission revenue as a larger share of executions took place on venues such as POSIT or other Multilateral Trading Facilities (“MTFs”), where execution costs are generally lower than on traditional exchanges.

Compensation and employee benefits costs were higher following the transfer of certain OMS and ITG Net support staff to Europe and the continued investment in staff to support the growing business and diversified product range. These additional costs were partially offset by favorable currency translations.

Other expenses reflect savings achieved through aggressive cost control and collection efforts, as well as foreign currency transaction gains. These savings were offset by incremental costs relating to investment in new products, infrastructure and markets.

Overall, foreign currency translation decreased our European Operations revenues by $3.0 million, with a minimal effect on pre-tax income.

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Asia Pacific Operations

	Three Months Ended September 30,
$ in thousands	2009			2008			Change			% Change
Revenues
Commissions and fees	$	8,442		$	6,730		$	1,712		25
Recurring	99			27			72			267
Other	203			672			(469		)	(70	)
Total revenues	8,744			7,429			1,315			18
Expenses
Compensation and employee benefits	5,649			4,262			1,387			33
Transaction processing	2,100			1,254			846			67
Other expenses	5,238			4,269			969			23
Total expenses	12,987			9,785			3,202			33
Loss before income tax expense	$	(4,243	)	$	(2,356	)	$	(1,887	)	(80	)
Pre-tax margin	(48.5		)%	(31.7		)%	(16.8		)%

As Asia Pacific equity markets continued their rally in the third quarter of 2009, ITG’s market share in our major Asia Pacific markets also continued to grow.  The algorithmic and direct market access businesses were the main drivers of this growth along with contributions from our trading desk.

Transaction processing costs outpaced the percentage growth in commission revenues as a higher proportion of trades were executed in Japan and Korea, where clearing costs are significantly higher than in the Hong Kong and Australia markets where we self-clear our trades.

Increases in compensation and employee benefits reflect our ongoing investment to establish the infrastructure, staffing and sales trading team necessary to continue to grow our business in this region.  Specifically, this investment included an increased staffing level required to support the growing self-directed trading businesses, a greater emphasis on our trading desk and the hiring of a regional manager.

Other expenses reflect higher costs for exchange data and additional connectivity fees related to business growth, and unrealized foreign currency transaction losses.

Overall, currency translation reduced our Asia Pacific Operations revenues by $0.2 million, with minimal impact on our pre-tax income.

Income taxes

Our effective tax rate was 37.7% in the third quarter of 2009 compared to 40.4% in the third quarter of 2008.  During the third quarter of 2009, we resolved uncertain tax positions in the U.S. pertaining to the 2002-2004 tax years.  Our consolidated effective tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings.

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Results of Operations — Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008

U.S. Operations

	Nine Months Ended September 30,
$ in thousands	2009			2008			Change			% Change
Revenues
Commissions and fees	$	299,811		$	362,351		$	(62,540	)	(17	)
Recurring	52,497			62,042			(9,545		)	(15	)
Other	1,676			2,800			(1,124		)	(40	)
Total revenues	353,984			427,193			(73,209		)	(17	)
Expenses
Compensation and employee benefits	120,429			141,684			(21,255		)	(15	)
Transaction processing	40,579			33,583			6,996			21
Other expenses	109,185			109,685			(500		)	—
Interest expense	2,220			5,593			(3,373		)	(60	)
Total expenses	272,413			290,545			(18,132		)	(6	)
Income before income tax expense	$	81,571		$	136,648		$	(55,077	)	(40	)
Pre-tax margin	23.0		%	32.0		%	(9.0		)%

The decline in U.S. commission and fee revenues can be principally attributed to a shift in the customer/product mix, and resultant lower average commission rates, as well as the current uncertain economic environment.

	Nine Months Ended September 30,
U.S. Operations: Key Indicators*	2009		2008		Change			% Change
Total trading volume (in billions of shares)	36.9		39.7		(2.8		)	(7	)
Trading volume per day (in millions of shares)	196.4		209.8		(13.4		)	(6	)
Average revenue per share ($)	$	0.0068	$	0.0083	$	(0.0015	)	(18	)
U.S. market trading days	188		189		(1		)	(1	)

* Represents core equity business excluding ITG Derivatives, ITG Net commission revenues and fees on spread-based transactions.

Our trading volumes decreased 7% in the first nine months of 2009 compared to the same period in 2008.  The extraordinarily high net outflows from equity mutual funds in the latter months of 2008 abated somewhat in the first quarter of 2009, however inflows into the active money managers that form our core client base remain significantly below historical levels.  These are typically long-only institutional clients with the greatest propensity to use our higher commission products.  In contrast, we saw a larger proportion of our business activity coming from our lower margin direct market access and index fund clients which caused our overall average commission rate to decline.  Commission and fee revenues also benefited from growth in our ITG Derivatives and spread-based trading businesses.

Transaction processing costs rose as we experienced higher activity in our options trading business (where transaction processing costs are higher than our core equity business), increases in securities borrowing fees and section 31 fees.

Recurring revenues declined following our realignment of certain management responsibilities for international activities related to our OMS and ITG Net businesses, as we assigned the relevant customer agreements to our European business on October 1, 2008. This resulted in the transfer of revenues and associated costs related to those clients to our European Operations.  A decrease in the number of ITG Net connections and subscription income from our analytical product sales also contributed to the decline.

Other revenues reflect lower investment income (due to significantly lower interest rates) and the elimination of fee income from BLOCKalert following our acquisition of the remaining 50% interest from Merrill Lynch in July 2008, which were partially offset by lower client accommodations and increased stock borrow revenue.

Compensation and employee benefits costs were lower due to significantly reduced performance-based compensation levels, lower headcount and, to a lesser extent, higher capitalized compensation costs related to our continued

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focus on product development.  This was partially offset by higher severance costs.  In addition, certain OMS and ITG Net staff were transferred to our European Operations.

Other expenses remained flat year over year due to the benefits of certain cost control measures taken during the year.  Savings were achieved through lower spending levels in certain areas including business development, recruiting and consulting which offset the impact of higher (i) amortization expense related to new product releases, (ii) network connectivity and market data fees, and (iii) equipment related costs, including depreciation and software costs.

Interest expense declined significantly due to a lower outstanding balance on our long term debt, as well as significantly lower LIBOR interest rates.  Additionally, our interest rate swaps which were economically unfavorable due to the drop in interest rates after their inception in 2006, expired on March 31, 2009.

Canadian Operations

	Nine Months Ended September 30,
$ in thousands	2009			2008			Change			% Change
Revenues
Commissions and fees	$	43,728		$	49,559		$	(5,831	)	(12	)
Recurring	1,808			1,148			660			57
Other	7,058			11,812			(4,754		)	(40	)
Total revenues	52,594			62,519			(9,925		)	(16	)
Expenses
Compensation and employee benefits	13,335			18,263			(4,928		)	(27	)
Transaction processing	10,216			10,197			19			—
Other expenses	13,538			14,556			(1,018		)	(7	)
Total expenses	37,089			43,016			(5,927		)	(14	)
Income before income tax expense	$	15,505		$	19,503		$	(3,998	)	(20	)
Pre-tax margin	29.5		%	31.2		%	(1.7		)%

Canadian commission and fee revenues declined due to an unfavorable currency impact of $6.4 million.  Interlisted arbitrage trading generated $7.2 million in the first nine months of 2009, down from the $11.5 million achieved in the comparable period last year due to a decrease in Canadian and U.S. interlisted trading volumes and an increase in competition in this area.

Total operating expenses of $37.1 million were down 14% from the first nine months of 2008 including a $5.5 million favorable exchange rate impact resulting from the weaker Canadian Dollar.

Compensation and employee benefits costs fell due to lower performance-based compensation, increases in capitalized compensation costs and a favorable exchange rate impact, partially offset by salary and share-based compensation increases.

Transaction processing costs were flat as a favorable exchange rate impact and reduced clearing costs (resulting from rate changes with our clearing broker and clearinghouse) were offset by increased exchange and Electronic Communication Network (ECN) fees.  In 2009, we executed substantially more trades on the TSX as liquidity takers, rather than as liquidity providers.

Other expenses reflect a favorable exchange rate impact and our cost control efforts in areas such as consulting and business development.

Overall, currency translation reduced total revenues and pre-tax income by $7.7 million and $2.2 million, respectively.

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European Operations

	Nine Months Ended September 30,
$ in thousands	2009			2008			Change			% Change
Revenues
Commissions and fees	$	42,825		$	57,339		$	(14,514	)	(25	)
Recurring	10,801			2,642			8,159			309
Other	203			(810		)	1,013			125
Total revenues	53,829			59,171			(5,342		)	(9	)
Expenses
Compensation and employee benefits	26,292			22,475			3,817			17
Transaction processing	16,372			24,849			(8,477		)	(34	)
Other expenses	10,306			14,542			(4,236		)	(29	)
Total expenses	52,970			61,866			(8,896		)	(14	)
Income / (loss) before income tax expense	$	859		$	(2,695	)	$	3,554		132
Pre-tax margin	1.6		%	(4.6		)%	6.2		%

The global economic downturn has continued to effect European equity trading volumes and market values. Volumes and share prices remain well below the same period last year. This has had an impact on European commission revenues which are dependent on share values.

European commission and fee revenues were adversely affected by an $11.2 million currency translation effect and lower levels of portfolio trading and transition business than in the previous period.

Recurring revenues were higher reflecting the transfer of certain OMS and ITG Net customers from our U.S. Operations and an increase in analytical product sales. These gains were partially offset by unfavorable currency translations.

Transaction processing cost savings outpaced the decline in commission revenue due to the larger share of executions which took place on venues such as POSIT or other MTFs, where execution costs are generally lower than on traditional exchanges.

Compensation and employee benefits expense reflect $2.8 million of one-time severance costs incurred and the transfer of certain OMS and ITG Net support staff to the region and the continued investment in staff to support the growing business and diversified product range, partially offset by favorable currency translation.

Other expenses reflect a favorable exchange rate impact, as well as savings achieved through aggressive cost control and collection efforts. These reductions were partially offset by increased investment in infrastructure to support the growing product offerings, improve system capacity and resiliency and further software development costs associated with product enhancements.

Overall, foreign currency translation reduced our European Operations revenues by $14.1 million, while benefiting our pre-tax income by $1.4 million.

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Asia Pacific Operations

	Nine Months Ended September 30,
$ in thousands	2009			2008			Change			% Change
Revenues
Commissions and fees	$	20,749		$	22,278		$	(1,529	)	(7	)
Recurring	184			56			128			229
Other	730			1,696			(966		)	(57	)
Total revenues	21,663			24,030			(2,367		)	(10	)
Expenses
Compensation and employee benefits	15,777			11,616			4,161			36
Transaction processing	4,883			4,474			409			9
Other expenses	13,424			12,709			715			6
Total expenses	34,084			28,799			5,285			18
Loss before income tax expense	$	(12,421	)	$	(4,769	)	$	(7,652	)	(160	)
Pre-tax margin	(57.3		)%	(19.8		)%	(37.5		)%

Despite declines in the market value of shares traded (“turnover”) in most of our major Asia Pacific markets ranging from 20% to 39% compared with the prior year, our overall turnover increased as we gained market share in most of our major markets.  Our regional commission and fee revenues declined only 7%, principally reflecting an unfavorable currency translation impact of $1.4 million.

Transaction processing cost increased due to our higher level of business, as well as the higher proportion of trades executed in costlier venues such as Japan and Korea, where clearing costs are significantly higher than the Hong Kong and Australia markets in which we self-clear.  This increase was partially offset by favorable currency translation.

Increases in compensation and employee benefits reflect our ongoing investment to establish the infrastructure, staffing and sales trading team necessary to continue to grow and support our business in this region.  Specifically, this investment included an increased staffing level required to support the growing self-directed trading businesses, a greater emphasis on our trading desk and the hiring of a regional manager, as well as higher performance-based compensation and severance costs.  These costs were partially offset by favorable currency translation.

Other expenses increased primarily reflecting higher costs for exchange data and additional connectivity fees related to business growth partially offset by our cost control efforts and favorable currency translation.

Overall, currency translation reduced our Asia Pacific Operations revenues by $1.5 million, while increasing our pre-tax income by $0.6 million.

Income taxes

Our effective tax rate was 40.8% in the first nine months of 2009 compared to 42.2% in the first nine months of 2008 as we resolved uncertain tax positions in the U.S. pertaining to the 2001-2007 tax years during 2009.  Our consolidated effective tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings.

Liquidity and Capital Resources

Liquidity

Our primary source of liquidity is cash provided by operations. Our liquidity requirements result from our working capital needs, which include clearing and settlement activities, as well as our regulatory capital needs. A substantial portion of our assets are liquid, consisting of cash and cash equivalents or assets readily convertible into cash. We principally invest our excess cash in U.S. Government and other money market mutual funds. At September 30, 2009, cash and cash equivalents and securities owned, at fair value amounted to $360.8 million.

As a self-clearing broker-dealer in the U.S., we are subject to cash deposit requirements with clearing organizations that may be large in relation to our total liquid assets and may fluctuate significantly from time to time based upon the nature and size of our customers’ trading activity and market volatility. As of September 30, 2009, we had interest-bearing security

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deposits totaling $21.3 million with clearing organizations and clearing agents for the settlement of equity trades. In the normal course of business, we may also need to borrow stock when a security is needed to deliver against a settling transaction, such as a short settlement or a fail to deliver, generally to another broker-dealer or to a customer. Securities borrowed transactions require that we provide the counterparty with collateral in the form of cash. Our cash deposits may be funded from existing cash balances or from short-term bank loans.

When funding our U.S. securities clearance and settlement transactions with short-term bank loans, we utilize pledge facilities with two banks which have no specific limitations on our additional borrowing capacities (see Financing Activities below). However, the current economic crisis and the resultant tightening of credit by lenders may inhibit our ability to borrow, particularly on a non-collateralized basis.

In Hong Kong, where we also self-clear equity trades, we maintain working capital facilities with a bank for our clearing and settlement activities. These facilities are in the form of overdraft protection totaling approximately $88.2 million and are supported by $25.8 million in restricted cash deposits. We also maintain working capital facilities with a bank in the form of overdraft protection totaling approximately $32.0 million for our European settlement activities.

Capital Resources

Our capital resource requirements relate to capital purchases, as well as business investments and are generally funded from operations. When required, as in the case of a major acquisition, our strong cash generating ability has historically allowed us to access capital markets.

Operating Activities

Cash flows provided by operating activities were $95.9 million in the first nine months of 2009 as compared to $246.9 million in the first nine months of 2008.  The decrease was primarily attributable to changes in working capital, specifically the net activity related to receivables from/payables to customers and brokers.  The changes in these balances are generally temporary over the normal trade settlement period and may also be affected by customer trading patterns.  Additionally, the lower income level in 2009 contributed to the decrease in cash provided by operations.

In the normal course of our clearing operations worldwide, cash is typically used to fund restricted or segregated cash accounts under regulations and other, broker and customer fails to deliver/receive, securities borrowed, deposits with clearing organizations and net activity related to receivables from/payables to customers and brokers. The cash requirements vary from day to day depending on the volume transacted and customer trading patterns.

Investing Activities

Net cash used in investing activities of $45.5 million primarily includes our investment in capitalizable software development projects and computer hardware and software, as we continue to invest in both our product portfolio and infrastructure, as well as additional purchase price consideration related to our 2007 acquisition of Redsky Financial, LLC.

Financing Activities

Net cash used in financing activities of $52.6 million primarily reflects principal repayments on our Term Loan and the repayment of short-term bank borrowings from our pledge facilities, offset by issuances of our common stock arising from the vesting of equity awards to, as well as the exercise of options by, our employees.  Settlement of share-based awards totaled $1.5 million, or 72,858 shares, all of which pertained solely to the satisfaction of minimum statutory withholding tax upon net settlement of restricted share awards.

When funding our securities borrowing activities with short-term bank loans, we have pledge facilities with two banks, JPMorgan Chase Bank, N.A. and The Bank of New York Mellon, which have no specific limitations on our additional borrowing capacities, except that our lenders may limit borrowings at their discretion. Borrowings under these arrangements have carried interest at the federal funds rate plus a spread of 50 - 120 basis points, depending upon the amount borrowed, and are repayable on demand (generally the next business day). The short-term bank loans are collateralized by the securities underlying the transactions equal to 125% of the borrowings. We also have a $15.0 million unsecured line of credit with The Bank of New York Mellon bearing interest at a negotiable rate. Each advance under the line of credit is due at a specified maturity date with no prepayment option. At September 30, 2009, we had no short-term bank loans under pledge facilities and no borrowings under the unsecured line of credit (see Note 10, Short-Term Bank Loans, to the condensed consolidated financial statements).

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We also have a $25.0 million revolving credit facility available that can be drawn upon to meet working capital needs should they arise. As of the filing date of this Quarterly Report on Form 10-Q, we have no outstanding borrowings under the revolving credit facility.

Regulatory Capital

Under the SEC’s Uniform Net Capital Rule, our broker-dealer subsidiaries are required to maintain at least the minimum level of net capital required under Rule 15c3-1 at all times.  Dividends or withdrawals of capital cannot be made if the capital is needed to comply with regulatory requirements.

Our net capital balances and the amounts in excess of required net capital at September 30, 2009 for our U.S. Operations are as follows (dollars in millions):

	Net Capital		Excess Net Capital
U.S. Operations
ITG Inc.	$	179.5	$	178.5
AlterNet	3.8		3.6
Blackwatch	4.7		4.6
ITG Derivatives	12.5		12.0
POSIT Alert	4.7		4.6

As of September 30, 2009, ITG Inc. had a $36.3 million cash balance in a Special Reserve Bank Account for the benefit of customers and brokers under the Customer Protection Rule pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements.

In addition, our Canadian, European and Asia Pacific Operations had regulatory capital in excess of the minimum requirements applicable to each business as of September 30, 2009, as summarized in the following table (dollars in millions):

	Excess Net Capital
Canadian Operations
Canada	$	49.8
European Operations
Europe	$	21.0
Asia Pacific Operations
Australia	$	4.0
Hong Kong	9.4
Japan	2.1

Liquidity and Capital Resource Outlook

Historically, our working capital and investment activity requirements have been funded from cash from operations and short-term bank loans, with the exception of our Macgregor and Plexus acquisitions, which required long term financing as previously described. We believe that our cash flow from operations, existing cash balances and the available loan facilities will be sufficient to meet our ongoing operating cash and regulatory capital needs, while also complying with the terms of our credit agreement. However, our ability to borrow additional funds may be inhibited by our financial lending institutions’ ability or willingness to lend to us.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

In the normal course of business, we are involved in the execution of various customer securities transactions. Securities transactions are subject to the credit risk of counterparties or customer non-performance. In connection with the settlement of non-U.S. securities transactions, ITG has provided third party financial institutions with guarantees in amounts up to a maximum of $103.9 million. In the event that one of our customers fails to settle a securities transaction, or if an ITG subsidiary was unable to honor trades with a customer, ITG would be required to provide for the amount of such securities up to the $103.9 million cap. However, transactions are collateralized by the underlying security, thereby reducing the associated

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risk to changes in the market value of the security through the settlement date. Therefore, the settlement of these transactions is not expected to have a material effect upon our financial statements. It is also our policy to review, as necessary, the creditworthiness of each counterparty and customer.

As of September 30, 2009, our other contractual obligations and commercial commitments consisted principally of fixed charges, including principal repayment and interest on the Term Loan, minimum future rentals under non-cancelable operating leases, minimum future purchases under non-cancelable purchase agreements and minimum compensation under employment agreements.

There has been no significant change to such arrangements and obligations since December 31, 2008.

Critical Accounting Estimates

There have been no significant changes to our critical accounting policies and estimates during the first nine months of 2009 from those we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2008.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Please see our Annual Report on Form 10-K (Item 7A) for the year ended December 31, 2008. There has been no material change in this information.

Item 4. Controls and Procedures

a)Evaluation of Disclosure Controls and Procedures. The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this quarterly report on Form 10-Q, have concluded that, based on such evaluation, the Company’s disclosure controls and procedures were effective in reporting, on a timely basis, information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act and this Quarterly Report on Form 10-Q.

b)Changes in Internal Controls over Financial Reporting. There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the Company’s latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. — OTHER INFORMATION

Item 1. Legal Proceedings

On November 21, 2006, Liquidnet, Inc. filed a lawsuit in the United States District Court for the District of Delaware (Liquidnet, Inc. v. ITG Inc. et al., 06-CV-703 (D.Del)) alleging that ITG Inc. and The Macgregor Group, Inc. infringe one or more claims of U.S. Patent No. 7,136,834 (the ‘834 Patent”) through its “Channel ITG” and the “Macgregor XIP” products. That patent had been issued on November 14, 2006. On January 8, 2007, Liquidnet, Inc. filed a First Amended Complaint in the District of Delaware naming Investment Technology Group, Inc., ITG Solutions Network, Inc. and The Macgregor Group, Inc. as defendants. After determining that Liquidnet Inc. did not own the ‘834 Patent (the patent was owned by Liquidnet Inc.’s corporate parent, Liquidnet Holdings, Inc. (“Liquidnet”)), on January 23, 2007, Investment Technology Group, Inc., ITG Inc., ITG Solutions Network, Inc. and The Macgregor Group, Inc. (collectively “ITG”) sued Liquidnet in the United States District Court for the Southern District of New York seeking a declaratory judgment that the ‘834 Patent was not infringed, was invalid and was unenforceable. On January 24, 2007, ITG advised Liquidnet that if Liquidnet did not withdraw its Delaware lawsuit against ITG, ITG would move to dismiss that lawsuit for lack of standing. On January 26, 2007, Liquidnet dismissed its Delaware lawsuit. On February 13, 2007, Liquidnet filed its answer, affirmative defense and counterclaims, alleging infringement of the ‘834 Patent. ITG’s declaratory judgment action will now proceed in the Southern District of New York. On October 12, 2007, the parties appeared before the court for a pretrial scheduling conference at which an initial plan for discovery was reached. On January 10, 2008, ITG filed a motion for permission to file an amended complaint. The amended complaint alleges that Liquidnet committed fraud against the U.S. Patent and Trademark Office by, among other things, failing to disclose that Liquidnet derived its patent from work done in 1997-1998 by third parties. The amended complaint also contains an additional cause of action against Liquidnet for tortious interference

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with prospective business relations. On February 13, 2008, ITG’s motion was granted.  Fact discovery is largely complete and the parties have briefed the claim construction issues to the Court.  The Court has scheduled a Markman hearing for December 16, 2009, in which claim construction will be addressed.

It is our position that ITG is not infringing any valid patent claim of the ‘834 Patent and that Liquidnet’s claims are without merit. We plan to vigorously pursue our declaratory judgment action and claim for tortious interference. However, intellectual property disputes are subject to inherent uncertainties and there can be no assurance that this lawsuit will be resolved favorably to us or that the lawsuit will not have a material adverse effect on us.

Item 1A. Risk Factors

There has been no significant change to the risks or uncertainties that may affect our results of operations since December 31, 2008. Please see Item 1A in our Annual Report on Form 10-K, for the year ended December 31, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth our share repurchase activity during the first nine months of 2009, including the total number of shares purchased, the average price paid per share, the number of shares repurchased as part of a publicly announced plan or program, and the number of shares yet to be purchased under the plan or program.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares (or Units) Purchased (a)	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
From: January 1, 2009
To: January 31, 2009	42,707	$	21.75	—	2,048,668
From: February 1, 2009
To: February 28, 2009	—	—		—	2,048,668
From: March 1, 2009
To: March 31, 2009	187	22.50		—	2,048,668
From: April 1, 2009
To: April 30, 2009	8,053	23.52		—	2,048,668
From: May 1, 2009
To: May 31, 2009	5,361	20.57		—	2,048,668
From: June 1, 2009
To: June 30, 2009	—	—		—	2,048,668
From: July 1, 2009
To: July 31, 2009	16,550	18.98		—	2,048,668
From: August 1, 2009
To: August 31, 2009	—	—		—	2,048,668
From: September 1, 2009
To: September 30, 2009	—	—		—	2,048,668
Total	72,858	$	21.23	—

(a) This column includes the acquisition of 72,858 common shares from employees in order to satisfy minimum statutory withholding tax requirements upon net settlement of restricted share awards.

On July 22, 2004, our Board of Directors authorized the repurchase of up to 2.0 million shares of our common stock.

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The authorization, which has no expiration date, was reaffirmed by our Board of Directors on August 6, 2007. On July 30, 2008, our Board of Directors re-authorized the purchase of the shares remaining under the 2004 authorization and authorized the purchase of an additional 2.0 million shares of our common stock.

Our dividend policy is to retain earnings to finance the operations and expansion of our businesses. We do not anticipate paying any cash dividends on our common stock at this time.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the third quarter of 2009.

Item 5. Other Information

Our Audit Committee approved all of the non-audit services performed by KPMG LLP, our independent auditors, during the period covered by this report.

Item 6. Exhibits

(A)	EXHIBITS
	10.1	Office Lease Agreement, between MA-100 High Street, L.L.C., and Investment Technology Group, Inc., dated July 24, 2009.
	10.2	Investment Technology Group, Inc. Amended and Restated 2007 Omnibus Equity Compensation Plan (effective August 18, 2009).
	10.3	Investment Technology Group, Inc. Amended and Restated Employee Purchase Plan (effective August 18, 2009).
	31.1	Rule 13a-14(a) Certification (filed herewith)
	31.2	Rule 13a-14(a) Certification (filed herewith)
	32.1	Section 1350 Certification (filed herewith)
	SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		INVESTMENT TECHNOLOGY GROUP, INC.
		(Registrant)
Date: November 5, 2009	By:	/s/ HOWARD C. NAPHTALI
		Howard C. Naphtali
		Chief Financial Officer and
		Duly Authorized Signatory of Registrant

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EX-10.1

Exhibit 10.1

100 HIGH STREET

BOSTON, MASSACHUSETTS

OFFICE LEASE AGREEMENT

BETWEEN

MA-100 HIGH STREET, L.L.C., a Delaware limited liability company

(“LANDLORD”)

AND

INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation

(“TENANT”)

OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (this “Lease”) is made and entered into as of July 24, 2009 (the “Lease Execution Date”), by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”).  The following exhibits and attachments are incorporated into and made a part of this Lease:  Exhibit A-1 (Outline and Location of 16th Floor), Exhibit A-2 (Outline and Location of 17th Floor), Exhibit A-3 (Outline and Location of Data Center), Exhibit A-4 (Outline and Location of 15th and 18th Floors), Exhibit A-5 (Outline and Location of 18th and 19th Floors), Exhibit A-6 (Tenant’s Proposed Alteration Layout on 16th Floor), Exhibit B (Expenses and Taxes), Exhibit C (Outline and Location of the Roof Space), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Intentionally Deleted), Exhibit G (Notice of Lease), Exhibit H (Definition of Shell Condition), Exhibit I (Form of SNDA), Exhibit J (Janitorial Cleaning Specifications), Exhibit K (Plans and Specifications for Generator and Scope of Work), Exhibit L (Outline and Location of Generator Area and Fuel Tank Area), Exhibit M (Proposed Electrical Routing of Electrical Lines for Generator), Exhibit N (Rentable Square Footage of Floors 14 through 20) and Exhibit O (Outline and Location of Demising Wall for a Partial Floor Contraction).

1.Basic Lease Information.

1.01“Building” shall mean the building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Landlord agrees to use reasonable efforts to cause such address change to occur within ninety (90) days after the Lease Execution Date.  Notwithstanding anything to the contrary in this Lease, Landlord shall reimburse Tenant for any actual costs incurred by Tenant with respect to its stationery and its web site arising out of or in connection with Landlord’s failure to change the address of the Building as provided above within one hundred twenty (120) days after the execution of this Lease.  “Rentable Square Footage of the Building” is deemed and agreed to be 552,731 rentable square feet.

1.02“Premises” shall mean the Initial Premises and the Additional Premises collectively, as the same may be expanded or contracted to the extent permitted in this Lease.  If the Premises include one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. Prior to the Commencement Date for the Additional Premises, the “Rentable Square Footage of the Premises” shall be the rentable square footage of the Initial Premises as set forth in Section 1.03 below. After the Commencement Date for the Additional Premises, the “Rentable Square Footage of the Premises” shall be deemed and agreed to be either (i) 72,607 rentable square feet, or (ii) 73,076 rentable square feet, as determined in accordance with Section 1.04.  The Rentable Square Footage of the Premises shall be adjusted as the Premises may be expanded or contracted to the extent permitted in this Lease by utilizing the modified BOMA/ANSI Z65.1-1996 method of measurement which, in each instance, shall be consistent with the measurements set forth in Exhibit N.

1.03“Initial Premises” shall be deemed and agreed to be 35,847 rentable square feet, consisting of the 18,229 rentable square feet, located on the 16th floor of the

Building, as more particularly shown on Exhibit A-1 attached hereto and the 17,618 rentable square feet, located on the 17th floor of the Building, as more particularly shown on Exhibit A-2 attached hereto.  That portion of the Initial Premises located on the 16th floor which is to be used by Tenant for its data center shall be referred to as the “Data Center Space,” and such Data Center Space is shown on Exhibit A-3 attached hereto and shall be deemed and agreed to be 3,426 rentable square feet.  The remaining portion of the 16th Floor shall be referred to as the “Phase II 16th Floor Space” and shall be deemed and agreed to be 14,803 rentable square feet.  Tenant shall be permitted to install doors and walls on the 16th Floor and such other Alterations (as defined in Section 10) as Tenant deems necessary to secure the Data Center Space subject to (a) Landlord’s approval of the plans and specifications, which approval shall not be unreasonably withheld, conditioned or delayed, and (b) Tenant’s compliance with all other provisions of this Lease and all Law with respect thereto.  Landlord hereby consents to Tenant’s proposed alteration layout on the 16th Floor as shown on the plan attached hereto as Exhibit A-6; however, such consent shall apply only to the proposed locations of the various elements and Tenant shall continue to be obligated to comply with this Lease with respect to all proposed Alterations, including without limitation, Section 4 and Section 10.

1.04“Additional Premises”  shall be deemed and agreed to be two (2) additional floors as determined by Landlord by notice to Tenant on or before February 1, 2010, which may be either (i) the 15th floor and the 18th floor, deemed and agreed to be 36,760 rentable square feet, as more particularly shown on Exhibit A-4 attached hereto, or (ii) the 18th floor and the 19th floor, deemed and agreed to be 37,229 rentable square feet, as more particularly shown on Exhibit A-5 attached hereto.  Failure by Landlord to provide such notice shall not affect Landlord’s or Tenant’s obligations with respect to the Additional Premises, and if Landlord has not provided such notice by such date, then the Additional Premises shall be deemed to be the 15th Floor and the 18th Floor.

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1.05“Base Rent”:

Portion of the Premises	Period	Annual Rate Per Square Foot	Monthly Base Rent
Initial Premises (assuming exclusion of Phase II 16th Floor Space)	*the “Initial Premises Commencement Date” as defined in Section 1.09 below) to the Initial Term Expiration Date (as defined in Section 1.09 below)	$43.50	$76,284.50**
Additional Premises (assuming inclusion of Phase II 16th Floor Space)	* the “Additional Premises Commencement Date” as defined in Section 1.09 below) to the Initial Term Expiration Date	$43.50	Either (i) $186,915.88 or (ii) $188,616.00, as determined in accordance with Section 1.04 and as the same may be affected by the exercise by Tenant of the Contraction Option**

*Rent shall be abated (a) from the Initial Premises Commencement Date for a period of six and one-half (6 ½) calendar months with respect to the Initial Premises (except for the Phase II 16th Floor Space for which Rent shall be abated until the earlier of (1) the Additional Premises Rent Commencement Date and (2) the occupancy thereof for the conduct of Tenant’s business), and (b) from the Additional Premises Commencement Date for a period of six and one-half (6 ½) calendar months with respect to the Additional Premises (each such six and one-half month period, an “Abatement Period”).  The later of (i) the day after the applicable Abatement Period or (ii) the applicable Rent Floor Date (as defined below) shall be the relevant “Rent Commencement Date” for the Initial Premises (except for the Phase II 16th Floor Space for which the Rent Commencement Date shall be the earlier of (1) the Additional Premises Rent Commencement Date and (2) the occupancy thereof for the conduct of Tenant’s business and (3) where the Contraction Premises consists of the entire Additional Premises, such that the actual Additional Premises Rent Commencement Date would never occur, the date that is fourteen and one-half (14 ½) calendar months after the date of Tenant’s Contraction Notice) and the Additional Premises, as applicable.  The “Rent Floor Date” (i) for the Initial Premises shall be November 16, 2010, and (ii) for the Additional Premises shall be December 16, 2011.  The Rent Commencement Date for each of the Initial Premises and the Additional Premises may also be postponed further as set forth in Section 3.04.  Notwithstanding any contrary provision in this Lease, the actual “Rent Commencement Date” with respect to the Initial Premises and/or the Additional Premises shall be postponed on a day for day basis for each day of Landlord Delay, as defined below in Section 4.10, but only if such Landlord Delay has not

3

postponed the Rent Commencement Date under Section 3.04.  All references to the “Rent Commencement Date” shall be deemed to refer to the Rent Commencement Date, as so postponed/extended by Section 3.04 or Section 4.10.

**Monthly Base Rent for the Initial Premises may be increased pursuant to Tenant’s occupancy of the Phase II 16th Floor Space prior to the Additional Premises Rent Commencement Date for the conduct of Tenant’s business as set forth in the foregoing footnote.  Monthly Base Rent for the Additional Premises may be adjusted upon the exercise by Tenant of the Contraction Option as defined in Section 27, such that Monthly Base Rent shall equal (i) $43.50 times (ii) the reduced Rentable Square Footage of the Additional Premises divided by (iii) twelve (12).

1.06“Tenant’s Pro Rata Share”:  shall be the percentage from time to time equal to (i) 100 times (ii) the Rentable Square Footage of the Premises divided by the Rentable Square Footage of the Building.

1.07With respect to the Initial Premises (except for the Phase II 16th Floor Space unless the same is occupied for the conduct of business by Tenant prior to the Additional Premises Commencement Date in which case the Phase II 16th Floor Space shall be treated as part of the Initial Premises for purposes of this Section from and after the commencement of Tenant’s occupancy thereof for the conduct of business) during the Initial Term (defined below), “Base Year” for Taxes (defined in Exhibit B):  Fiscal Year (defined below) 2011 (i.e.,  July 1, 2010 to June 30, 2011); “Base Year” for Expenses (defined in Exhibit B):  calendar year 2010.

With respect to the Additional Premises and the Phase II 16th Floor Space (unless the Phase II 16th Floor Space is treated as part of the Initial Premises as provided in the preceding paragraph) during the Initial Term, “Base Year” for Taxes:  Fiscal Year 2012 (i.e., July 1, 2011 to June 30, 2012); “Base Year” for Expenses:  calendar year 2011.

With respect to the Premises during the Extension Term (defined in Section 28) if the Tenant has exercised its Extension Option (defined in Section 28), “Base Year” for Taxes:  Fiscal Year 2022 (e.g., July 1, 2021 to June 30, 2022); “Base Year” for Expenses:  calendar year 2021.

For purposes hereof, “Fiscal Year” shall mean the Base Year for Taxes and each period of July 1 to June 30 thereafter.

1.08The “Term” shall mean the Initial Term (as defined below) together with the Extension Term if the Tenant has exercised its Extension Option.  In addition, Landlord and Tenant shall also execute and Tenant may register or record, as appropriate, at Tenant’s cost and expense, a Notice of Lease in the form attached as Exhibit G.  Landlord agrees to provide, at its cost and expense, any necessary proof of authority required by the relevant registry of deeds in order to register or record the Notice of Lease.

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1.09The “Initial Term” shall commence for each component of the Premises on the applicable Commencement Date (as defined below), and expire, unless sooner terminated in accordance with this Lease, on the date that is ten (10) years from the Additional Premises Commencement Date, provided, however, if such date falls on a day other than the last day of a calendar month then such date shall be extended until the last day of such calendar month (the “Initial Term Expiration Date”).   Subject to the terms of Section 3.01, the Commencement Date for the Initial Premises shall mean the date that is nine (9) calendar months after the Delivery Date (as defined in Section 3.01) for the Initial Premises (the “Initial Premises Commencement Date”), and the Commencement Date for the Additional Premises shall mean the date that is eight (8) calendar months after the Delivery Date for the Additional Premises (the “Additional Premises Commencement Date”).  Notwithstanding the foregoing, Landlord agrees to use best efforts to allow Tenant to have access to each component of the Premises prior to the applicable Delivery Date in order to make the Initial Alterations (as defined in Section 1.15), all subject to obtaining Landlord’s prior approval of any plans and specifications relating thereto as more particularly set forth, and to the extent required, in Section 4 and Section 10.  Prior to any such entry onto the Premises, Tenant shall deliver to Landlord certificates of insurance evidencing the coverages required under this Lease.  With respect to the period commencing upon such early entry, all of Tenant’s obligations under this Lease shall commence (other than its obligation to pay Rent (as defined in Section 5.01 and which includes, without limitation, all Expenses and Taxes, which obligations shall only commence on the applicable Rent Commencement Date); however, notwithstanding the foregoing and any other provision of this Lease to the contrary, to the extent separately metered or submetered and not part of Expenses, Tenant’s obligation to pay all utility charges shall commence on the earlier of (a) the date on which Tenant commences business operations at the Premises and (b) the applicable Rent Commencement Date.

1.10“Broker(s)”:  Colliers Meredith & Grew and GVA Thompson Hennessey & Partners.

1.11“Permitted Use”:  General office purposes, including the right to install and operate a generator and a data center ancillary to general office purposes.

1.12“Notice Address(es)”:

Landlord:	Tenant:
MA-100 High Street, L.L.C. c/o Equity Office 125 Summer Street, 17th Floor Boston, Massachusetts 02110 Attn: Property Manager	Investment Technology Group, Inc. Attn: General Counsel 380 Madison Avenue New York, New York 10017

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With a copy of any notices to Landlord shall be sent to: Equity Office Two North Riverside Plaza Suite 2100 Chicago, Illinois 60606 Attn: General Counsel and a copy to: Nutter, McClennen & Fish, LLP 155 Seaport Boulevard Boston, Massachusetts 02210 Attn : Michael F. Burke, Esq. and a copy to: Neal, Gerber & Eisenberg LLP Two North LaSalle Street Suite 1700 Chicago, Illinois 60602 Attn: Audrey E. Selin, Esq. With a copy of any notices to Tenant shall be sent to: Investment Technology Group, Inc. Attn : Facilities Manager 44 Farnsworth Street Boston, Massachusetts 02210 and a copy to : Brennan, Dain, Le Ray, Wiest, Torpy & Garner, P.C. 129 South Street Boston, Massachusetts 021111 Attn: Joseph Torpy, Esq. and a copy to: GVA Thompson Hennessey & Partners 125 High Street Suite 1000 Boston, Massachusetts 02110 Attn : John Hennessey

1.13“Business Day(s)” are Monday through Friday of each week, exclusive of New Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Holidays”).  Landlord may designate additional Holidays that are commonly recognized by other office buildings in the area where the Building is located.  “Building Service Hours” are 8:00 A.M. to 6:00 P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays.

1.14“Landlord Work” means the work, if any, that Landlord is obligated to perform in order to deliver the Premises in the condition described on Exhibit H attached to this Lease (“Shell Condition”).

1.15“Initial Alterations” means all improvements and alterations necessary or desired to prepare the Premises for initial occupancy by Tenant, excepting only the Landlord Work.

1.16“Property” means the Building, the existing parking facilities, and the parcel(s) of land on which it is located and, at Landlord’s discretion, other improvements, if any, serving the Building and the parcel(s) of land on which they are located.  The Building is part of the 150 Federal Street Condominium (the “Condominium”) created by Master Deed dated September 30, 1988 and recorded with the Suffolk County Registry of Deeds (the “Registry”) in Book 15066, Page 201 (the “Master Deed”).

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1.17Tenant shall not record this Lease but shall have the right to record a memorandum or notice of this Lease, at Tenant’s cost and expense (and in a form attached as Exhibit G or other form reasonably satisfactory to Landlord).  If this Lease is terminated before the Term expires, upon Landlord’s request the parties shall execute, deliver and record an instrument acknowledging the above and the date of the termination of this Lease.

2.Lease Grant.

Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord.  Tenant has the non-exclusive right to use any portions of the Property that are designated by Landlord for the common use of tenants as well as (a) the parking areas serving the Building to the extent more particularly described in, and in accordance with, the terms and conditions of Section 34 below, (b) the driveways and walkways necessary for access to the Building and/or such parking areas, (c) the entrances, lobbies, stairways between full floors of the Premises (in cases of emergency situations, Tenant shall have access to the fire egress stairwell between all floors of the Building), and passenger elevators of the Building, (d) the loading docks and freight elevators serving the Building, (e) the roof and other areas to the extent specified in this Lease, and (f) the heating, ventilating, air conditioning, plumbing, electrical, emergency and other mechanical systems and equipment serving the Premises in common with other portions of the Building (collectively, the “Common Areas”), all such use to be in accordance with the Rules and Regulations (as defined below), all other provisions of this Lease, and all Law.  Landlord shall not during the term of this Lease reduce access to, reconfigure, or reduce the area of the Common Areas unless the same does not unreasonably interfere with Tenant’s use and enjoyment of the Premises or increase Tenant’s Pro Rata Share hereunder.  In no event will the rentable area measurements of the Premises be increased during the Term (as may be extended) except pursuant to Section 29, Section 30, or Section 31.  Landlord represents and warrants to Tenant that, as of the date of this Lease, Landlord: (i) is the sole owner of all of the units in, and 100% of the common areas and facilities of, the Condominium, and (ii) is solely in control of theorganization of unit owners of the Condominium.  Landlord agrees that Landlord, and its successors and assigns, shall be and remain the sole owner of all of the units in, and 100% of the common areas and facilities of, the Condominium, as well as solely in control of the organizationof unit owners of the Condominium, until the earlier to occur of: (a) the expiration or earlier termination of the Term of this Lease, and (b) removal of the property of which the Premises are a part from the effects of M.G.L. Chapter 183A, which removal is hereby approved in advance by Tenant whereupon this Lease shall become a direct lease with the Landlord or its affiliate as the owner of the Building.Landlord hereby reserves the right to collapse the existing condominium structure, that is, remove the Building from the effects of M.G.L. Chapter 183A as aforesaid and agrees to use commercially reasonable efforts to do so as soon as reasonably practicable.

3.Preparation of Premises.

3.01Landlord shall deliver exclusive possession of the Initial Premises in Shell Condition by the date which is thirty (30) days from the date hereof and shall deliver exclusive possession of (a) the Additional Premises (if the Contraction Option, as defined in Section 27 below, is not exercised) or (b) the applicable portion of the Additional Premises (if the Contraction Option is not fully exercised) in Shell Condition by the date that is no later than 120 days after the earlier of (i) the expiration of the Contraction Deadline, as defined in Section 27 below, without any exercise of the Contraction Option by Tenant, (ii) the exercise by Tenant of such Contraction Option such that some or all of the Additional Premises shall constitute part of

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the Premises after such exercise, or (iii) the receipt by Landlord of a written waiver of such Contraction Option) (each, a “Projected Delivery Date”).  Notwithstanding the foregoing, Landlord shall not be required to deliver to each component of the Premises the new VAV boxes (as differentiated from the Certified VAV Boxes (as defined below), which Certified VAV Boxes shall be delivered as part of the Shell Condition) until the date that is eight (8) weeks after the date that Tenant submits to Landlord its design development drawings specifying the type of new VAV boxes to be delivered to each component of the Premises (which drawings must be approved by Landlord in accordance with the approval procedures of this Lease; however, it is also agreed that where VAV boxes exist at the Premises as of the date hereof (which for purposes of this Lease shall be referred to as the “Certified VAV Boxes”), Landlord shall not be required to replace the same but rather to remove the same from their current locations and store the same in the Premises for future re-installation by Tenant.  All VAV Boxes shall be delivered as more particularly provided in Exhibit H.  Failure to deliver the new VAV boxes in the required time frame (the “VAV Box Deadline”) shall be considered a failure to meet the Projected Delivery Date only if Tenant’s construction schedule is delayed as a result of such delay in which case the Delivery Date for that portion of the Premises shall be retroactively adjusted to account for the construction delay caused by the delayed VAV Box delivery on a day for day basis.  A “Delivery Date” shall mean the actual date of delivery by Landlord of exclusive possession of each of the Initial Premises and the Additional Premises in broom clean condition, free of all tenants, occupants and personal property, with the Landlord Work therein Substantially Complete, and with all Building systems serving the Premises in good working order and condition to the extent required as part of the Landlord Work.

3.02The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with the Initial Alterations in the Premises or Tenant’s use and occupancy of the Premises or Tenant’s ability to proceed with the Initial Alterations or to obtain a certificate of occupancy.  All Landlord Work shall be performed in a good and workmanlike manner, and such performance shall be in compliance with all Law which is applicable to such performance.  If Landlord is delayed in the performance of the Landlord Work as a result of the acts or negligent omissions of Tenant, the Tenant Related Parties (defined in Section 14) or their respective contractors or vendors unless resulting from an act or omission constituting a Landlord Delay (as defined in Section 4.09), including, without limitation (i) changes requested by Tenant to the scope of Landlord’s Work, Tenant’s failure to comply with any of its obligations under this Lease, or Tenant’s specification of any materials or equipment with long lead times to the extent such long lead items are not known by Landlord prior to the execution of this Lease (provided, however, that Landlord shall promptly notify Tenant of the estimated amount of delay associated with any such long lead item and Tenant shall have the option to change its specification such that such delay shall not occur, and, if so, no Tenant Delay shall be deemed to have occurred as a result of said long lead time item), (ii) in instances for which this Lease specifies no period in which Tenant shall act, any failure by Tenant to respond to any reasonable request for information relating to the Landlord Work or otherwise to cooperate reasonably with Landlord, within a reasonable time after receiving from Landlord a written request for such information or cooperation (not to exceed ten (10) Business Days), unless the applicable provision deems the same to be approved; and (iii) any interference by Tenant with the performance of the Landlord Work (each a “Tenant Delay”), for purposes of determining the applicable Delivery Date, the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay (provided, however, that Landlord shall retain the obligation to Substantially Complete the Landlord Work even if Landlord Work has been deemed Substantially Complete

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as provided above).  Notwithstanding the foregoing, no Tenant Delay shall be deemed to have occurred until Landlord has given Tenant notice of the claimed Tenant Delay and Tenant shall have failed to cure the condition giving rise to such Tenant Delay within two (2) Business Days after receipt of said notice.  Notwithstanding anything to the contrary in Section 1.09 above, Landlord’s failure to Substantially Complete the Landlord Work and deliver any portion of the Premises in the condition required hereunder by the applicable Projected Delivery Date (described in Section 3.01) shall not be a default by Landlord or otherwise render Landlord liable for damages except as provided in Section 3.04 below.  In addition, Landlord shall also be liable under said Section 3.04, and only under said Section 3.04, if Tenant is unable to obtain a certificate of occupancy due to the failure of the existing bathrooms in the Initial Premises and the Additional Premises as shown on Exhibit A-1, Exhibit A-2, Exhibit A-4 and Exhibit A-5 (the “Existing Bathrooms”) to comply with Law (even if the failure is triggered by the Initial Alterations).  Notwithstanding the foregoing, if any element of the Initial Alterations is in violation of Law, Tenant, and not Landlord, shall be responsible to cure such violation.  The days by which Tenant’s receipt of a certificate of occupancy is delayed as a result of such non-compliance are hereinafter referred to as an “Existing Bathroom Landlord Delay”.  Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”).  Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within thirty (30) days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein.

3.03Subject to Landlord’s obligation, if any, to perform Landlord Work and other obligations of Landlord expressly provided herein, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord.  Except for a one (1) year warranty on any Landlord Work, by taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition.  Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Delivery Date without Landlord’s permission, which Landlord agrees to use best efforts to accommodate in connection with Tenant preparing for Initial Alterations.  Following the applicable Delivery Date, Landlord and Tenant shall be subject to all of the terms and conditions of this Lease and Tenant shall be permitted to use and occupy the applicable portion of the Premises for any purpose permitted under this Lease (that is, the Permitted Use); provided, however, that Tenant shall not be required to pay Rent for any entry or possession or use, or for any reason whatsoever, before the applicable Rent Commencement Date (except for (a) the cost of services requested by Tenant (e.g. after hours HVAC service) at any time and (b) all utilities for which Tenant is separately metered or submetered commencing on the earlier of (a) the date on which Tenant commences business operations at the Premises and (b) the applicable Rent Commencement Date).

3.04Late Delivery.

(a)Notwithstanding anything to the contrary in this Lease, Landlord’s only liability with respect to delay in delivery of the Initial Premises or the Additional Premises or for an Existing Bathroom Landlord Delay (as defined in Section 3.02) or a Generator Landlord Delay (as defined in Section 32.01) shall be that (a) the Rent Commencement Date (i) for the Initial Premises shall be postponed for the total of two (2) days for each day after the applicable Projected Delivery Date that the actual Delivery Date occurs with respect to such portion of the Premises after deducting from such total the number of days of Tenant Delay, (ii) for the Additional Premises shall be postponed for the total of two (2) days for each day after the

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applicable Projected Delivery Date that the actual Delivery Date occurs with respect to such portion of the Premises after deducting from such total the number of days of Tenant Delay (each, a “Delivery Delay”), (b) the Rent Commencement Date for the Initial Premises shall be postponed for an additional amount of two (2) days for each day of Existing Bathroom Landlord Delay, as defined in Section 3.02, related to the Existing Bathrooms in the Initial Premises, (c) the Rent Commencement Date for the Additional Premises shall be postponed for an additional amount of two (2) days for each day of Existing Bathroom Landlord Delay, as defined in Section 3.02, related to the Existing Bathrooms in the Additional Premises, and (d) the Rent Commencement Date for the Initial Premises shall be postponed for an additional amount of two (2) days for each day of Generator Landlord Delay, as defined in Section 32.01.  The provisions of this subsection 3.04(a) shall apply even if any Delivery Delay, Generator Landlord Delay, or Existing Bathroom Landlord Delay was caused by Force Majeure.

(b)Landlord shall indemnify, defend and hold Tenant harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Tenant by its existing landlord with respect to space currently leased by Tenant at Farnsworth Street, Boston, Massachusetts but only to the extent arising out of, or in connection with, such landlord’s loss of an executed new lease transaction directly resulting from a holdover by Tenant at said Farnsworth Street space due to either (i) a Delivery Delay with respect to the Initial Premises, (ii) a Generator Landlord Delay, as defined in Section 32.01, or (iii) an Existing Bathroom Landlord Delay, as defined in Section 3.02, related to the Existing Bathrooms in the Initial Premises.  Landlord shall indemnify, defend and hold Tenant harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant by its existing landlord with respect to space currently leased by Tenant at Summer Street, Boston, Massachusetts but only to the extent arising out of, or in connection with, such landlord’s loss of an executed new lease transaction directly resulting from a holdover by Tenant at such Summer Street space due to either (A) a Delivery Delay with respect to the Additional Premises or (B) an Existing Bathroom Landlord Delay, as defined in Section 3.02, related to the Existing Bathrooms in the Additional Premises.  Notwithstanding any provision of this Lease to the contrary, with respect to this subsection 3.04(b) only, any Delivery Delay, Generator Landlord Delay, or Existing Bathroom Landlord Delay shall not be deemed to have occurred if such delay was caused by Force Majeure.  Landlord shall have the right to participate in the defense of such matters and shall have a right of approval over any settlement, which approval shall not be unreasonably withheld, and Tenant shall cooperate with Landlord with respect to the defense thereof.  Tenant represents that the expiration date of its Farnsworth Street lease is April 30, 2010 and of its Summer Street lease is May 31, 2011.  In all events, however, Landlord shall use good faith efforts to timely deliver the Initial Premises, the Additional Premises, and the Generator by the applicable delivery date, and upon any failure to deliver by such date, Landlord shall continue to use best efforts to deliver the same as soon as reasonably practicable thereafter.

4.Initial Alterations and Allowance.

4.01Promptly after the delivery to Tenant of each portion of the Premises, Tenant shall commence the construction of the Initial Alterations in the respective component of the Premises and thereafter shall diligently prosecute the Initial Alterations to completion.  All of the Initial Alterations shall be considered to be an Alteration and shall be performed in accordance with and subject to the terms and conditions of Section 10 and this Section 4.  Unless Tenant and Landlord agree that Landlord will serve as general contractor or construction

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manager, Landlord shall not be entitled to any compensation, overhead charges, review fees or any payments whatsoever, in connection with the Initial Alterations.  Notwithstanding any provision herein to the contrary, (i) Tenant shall have the right, at Tenant’s sole cost and expense, to install interconnecting stairways between floors of the Premises, subject to Landlord’s approval of the specifications only, which approval shall not be reasonably withheld, conditioned or delayed, it being agreed that it shall not be unreasonable if Landlord withholds its consent to Alterations which materially, adversely affect the structure or any system of the Building, and in all events, such Alterations shall be subject to the provisions of Section 10; and (ii) Tenant shall also have the right to use the existing fire egress stairwell for access and egress between full floors of the Premises to the extent permitted by Law, and Tenant shall be permitted, at Tenant’s option, to improve the fire egress stairwell with carpeting, paint and the installation of light fixtures and card access readers/entry systems on full floors of the Premises and such other alterations as (a) are acceptable to Landlord in Landlord’s reasonable discretion and (b) in compliance with all Law.

4.02Tenant, following the delivery of each component of the Premises by Landlord on the applicable Delivery Date, shall have the right to make Initial Alterations in each component of the Premises.  Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in any portion of the Premises unless and until Tenant has complied with all of the terms and conditions of Section 10 of this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with Law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design.  Notwithstanding the foregoing, upon written request by Tenant, (a) a representative of Landlord shall attend construction meetings, (b) Landlord shall cooperate with Tenant in obtaining building permits, (c) Landlord shall provide Building and system plans and respond to requests of Tenant’s architects, and (d) Landlord shall facilitate the efforts of Tenant and its contractor so as to achieve timely performance of the Initial Alterations.  Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed, and shall comply with the time periods set forth in Section 10. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld or conditioned if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 125% of the total estimated cost of the Initial Alterations; provided, however, that the issuance of bonds shall not be required unless an Event of Default (as defined below) exists, as more particularly set forth in Section 13 below, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located.  Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor.

4.03Provided that no Event of Default has occurred, Landlord agrees to contribute an allowance equal to $65.00 per rentable square foot of the Premises toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises and as otherwise applied in accordance with the terms of this Lease (the “Initial Alterations Allowance”).  The Initial Alterations Allowance may only be used for (a) hard costs in connection with the design and construction of the Initial Alterations, (b) costs of architectural,

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design and engineering services related thereto, and (c) costs of wiring the Premises and the cost of any furniture or fixtures to be used by Tenant in the Premises; provided, however, that Tenant may not apply more than $10.00 per rentable square foot of the Initial Alterations Allowance toward the cost of furniture, fixtures and equipment.  Tenant may request disbursement of the Initial Alterations Allowance in whole or in part subject to the requirements below.  Tenant may request reimbursement on a monthly basis or in such longer increments as Tenant elects.  The Initial Alterations Allowance shall be paid to Tenant within 30 days following receipt by Landlord of (1) receipted bills covering all labor and materials expended and used in the Initial Alterations and for which Tenant is seeking payment; (2) a sworn contractor’s affidavit from the general contractor and a request to disburse from Tenant containing an approval by Tenant of the work done to date; (3) waivers of lien from the contractor for the work which is included in the requisition; and (4) the certification of Tenant and its architect that the portion of the Initial Alterations which are the subject of the requisition have been installed in a good and workmanlike manner substantially in accordance with the approved plans, and in accordance with all Law which is applicable to such work.  Within thirty (30) days after completion, Tenant shall provide as-built plans of the Initial Alterations and the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner substantially in accordance with the approved plans, and in accordance with all Law which is applicable to such work. The Initial Alterations Allowance shall be disbursed in the amount reflected on the receipted bills meeting the requirements above.  Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse more than Two Million Three Hundred Thirty Thousand Fifty-Five and 00/100 ($2,330,055.00) Dollars of the Initial Alterations Allowance, which amount represents the portion of the Initial Alterations Allowance applicable to the Initial Premises, until the Contraction Option (as defined in Section 27) has expired or has been waived by Tenant in writing or has been exercised by Tenant.  Following Tenant’s exercise or waiver or the expiration of the Contraction Option pursuant to Section 27, the amount of the Initial Alterations Allowance applicable to the Additional Premises shall be calculated per the resulting rentable square footage of the Additional Premises.  Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Initial Alterations Allowance during the continuance of an Event of Default, and Landlord’s obligation to disburse shall only resume when and if such Event of Default is cured.

4.04Notwithstanding anything to contrary herein, Landlord shall provide Tenant with an allowance equal to $10.00 per rentable square foot of the Premises toward Tenant’s IT, data room and telecommunication expenses (the “IT Allowance”), provided that Landlord shall have no obligation to disburse more than Three Hundred Fifty Eight Thousand Four Hundred Seventy and 00/100 ($358,470.00) Dollars of the IT Allowance, which amount represents the portion of the IT Allowance applicable to the Initial Premises, until the Contraction Option (as defined in Section 27) has expired or has been waived by Tenant in writing or has been exercised by Tenant.  Following Tenant’s exercise or waiver of the expiration of the Contraction Option pursuant to Section 27, the amount of the IT Allowance applicable to the Additional Premises shall be calculated per the resulting rentable square footage of the Additional Premises.  Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the IT Allowance during the continuance of an Event of Default, and Landlord’s obligation to disburse shall only resume when and if such Event of Default is cured.  The IT Allowance shall be disbursed by Landlord in the manner set forth above.

4.05[Intentionally deleted]

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4.06To the extent not paid by Landlord prior to the date hereof, Landlord unconditionally agrees to contribute an allowance in an amount not to exceed $0.10 per rentable square feet of the Premises toward the cost of completing an initial plan of the Premises (the “Initial Plan Allowance”).

4.07Except for the obligation of Landlord to conduct the Landlord Work and as otherwise specified in this Lease, Tenant agrees to accept the Premises in its “as-is” condition and configuration, it being agreed that Landlord shall not be required to perform any work or to incur any costs in connection with the construction or demolition of any improvements in the Premises, other than (a) the conduct of the Landlord Work and (b) the reimbursement of the Initial Alterations Allowance, Initial Plan Allowance and the IT Allowance (collectively, the “Landlord’s Contribution”) .  In the event that a Law applicable to the Landlord Work is in effect as of the applicable Delivery Date but such Law provides a window of time for compliance to take place thereby not requiring compliance on the Delivery Date but permitting compliance at some later point during the Term, Landlord will be responsible for such compliance, and for the cost thereof, by the date required such Law.

4.08Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond notice and cure periods and this Lease is in full force and effect, if Landlord defaults in its obligation to fund any portion(s) of the Landlord’s Contribution when required under this Lease (a “Landlord’s Contribution Default”), Tenant may claim a Landlord’s Contribution Default by written notice to Landlord and to any Mortgagee, as defined in Section 24, holding a first mortgage on the Building (as to which Mortgagee Landlord has, by notice to Tenant, provided an address for notices), and if neither Landlord nor such Mortgagee cures such Landlord’s Contribution Default within thirty (30) days of Landlord’s receipt of Tenant’s claim of a Landlord’s Contribution Default and neither Landlord nor such Mortgagee disputes the validity of the claimed Landlord’s Contribution Default by notice to Tenant within ten (10) days of Landlord’s receipt of Tenant’s claim of a Landlord’s Contribution Default, then upon the expiration of such thirty-day period following such notice, Tenant shall be entitled to fund such amounts whereupon Tenant shall have the right to offset the amounts so funded against installments of Rent next coming due hereunder.  Notwithstanding the foregoing, if Landlord or its Mortgagee disputes any such claim, but does not dispute the validity of the entire amount claimed, any portions thereof not so disputed shall not be withheld from any such funding or, shall be subject to the Tenant’s offset right referenced above.  In addition to the foregoing, and without regard to the existence (or non-existence) of a Landlord default under this Section or elsewhere in the Lease, Tenant shall have the unconditional right to offset against installments of Rent next coming due, and all out-of-pocket attorney’s fees incurred by Tenant in connection with Tenant’s obligation to provide estoppel certificates under the terms and conditions of an SNDA (as defined in Section 24 below) with respect to this Section.

4.09This Section 4 shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under this Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of this Lease, whether by any options under this Lease or otherwise.  If Tenant properly exercises its rights under this Lease to add space outside of the Initial Premises or the Additional Premises, such additional space shall be delivered in its then “as-is” condition except in the case of an exercise of a Right of First Refusal if the ROFR Advice refers to a condition that is not “as is”.

4.10For the purposes of this Lease, a “Landlord Delay” shall mean any delay in the progress and/or completion of the Initial Alterations caused by any act or negligent

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omission of Landlord or Landlord Related Parties unless resulting from an act or omission constituting a Tenant Delay, including, without limitation (i) any failure by Landlord to deliver to Tenant any draft, revised or final versions of plans to be prepared by or at the direction of Landlord hereunder or to take any other action or provide consent or approval required of Landlord under this Lease within the periods specified in this Lease, unless the applicable provision deems the same to be approved; (ii) in instances for which this Lease specifies no period in which Landlord shall act, any failure by Landlord to respond to any reasonable request for information relating to the Initial Alterations or otherwise to cooperate reasonably with Tenant, within a reasonable time after receiving from Tenant a written request for such information or cooperation (not to exceed ten (10) Business Days), unless the applicable provision deems the same to be approved; (iii) any breach by Landlord of this Lease; and (iv) any interference by Landlord with the construction of the Initial Alterations.  Notwithstanding the foregoing, no Landlord Delay shall be deemed to have occurred until Tenant has given Landlord notice of the claimed Landlord Delay and Landlord shall have failed to cure the condition giving rise to such Landlord Delay within two (2) Business Days after receipt of said notice.

In the event that Tenant claims that Landlord has caused a Landlord Delay, the parties shall continue to perform their obligations hereunder in a manner so as to avoid any further delay.

5.Rent.

5.01Tenant shall pay Landlord, without any setoff or deduction, unless expressly set forth in this Lease, all Base Rent and Additional Rent due for the Term (collectively referred to as “Rent”).  “Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease.  Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent.  Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without further notice or demand.  All other items of Rent shall be due and payable by Tenant on or before thirty (30) days after billing by Landlord.  Rent shall be made payable to the entity, and sent to the address, Landlord designates and shall be made by good and sufficient check or by other means acceptable to Landlord.  If Tenant does not pay any Rent when due hereunder, Landlord may require Tenant to pay Landlord an administration fee in the amount of $250.00, provided that Tenant shall be entitled to a grace period of up to five (5) Business Days after the due date for the first two (2) late payments of Rent in a calendar year.  In addition, past due Rent shall accrue interest at 10% per annum if not paid within ten (10) days of the due date hereunder, and Tenant shall reimburse Landlord for any bank fee charged to Landlord for any checks returned by Tenant’s bank for any reason.  Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the oldest obligation due from Tenant hereunder, then to any current Rent then due hereunder, notwithstanding any statement to the contrary contained on or accompanying any such payment from Tenant.  Rent for any partial month during the Term shall be prorated.  No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction.  Except as otherwise expressly provided in this Lease, every covenant in this Lease is independent of every other covenant in this Lease.

5.02Tenant shall pay (i) Tenant’s Pro Rata Share of Expenses and (ii) the Taxes Allocable to the Premises in accordance with Exhibit B of this Lease.

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6.Compliance with Law; Use.

The Premises shall be used for the Permitted Use and for no other use whatsoever. Subject to Landlord’s obligations below and elsewhere specified in this Lease (including, without limitation, Exhibit H) regarding delivery of the Premises, Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (collectively, “Law”), regarding the operation of Tenant’s business and the particular use (as opposed to general office use), condition, configuration and occupancy of the Premises. In addition, and subject to Landlord obligations expressly provided in this Lease, Tenant shall, at its sole cost and expense, promptly comply with any Law that relates to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s particular use of the Premises (as opposed to general office use) or by other act of Tenant in violation of this Lease.  Tenant shall, at its sole cost and expense, perform all Alterations or improvements in the Premises performed or requested by Tenant (not including Landlord Work) in compliance with all Law.  “Base Building” shall include the structural portions of the Building, the Existing Bathrooms and janitorial closets in the internal core of the Building (as shown on Exhibits A-1, A-2, A-4 and A-5) on the floor or floors on which the Premises are located, the mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located.  Throughout the Term, subject to Section 14, Landlord shall be responsible for the maintenance, repair and replacement of all Base Building and Common Areas, including without limitation, any maintenance, repair or replacement as to which Landlord receives notice from a governmental authority with jurisdiction thereover that the same is out of compliance with Law, except to the extent any non-compliance is triggered by Tenant as a result of its particular use or by other act of Tenant in violation of this Lease.  Tenant shall promptly provide Landlord with copies of any notices it receives regarding an alleged violation of Law.  Tenant shall not exceed the standard density limit for the Building which is 1 person per 150 square feet (the “Density Limit”). Tenant shall comply with the rules and regulations of the Building attached as Exhibit E, the rules and regulations of the Condominium, and such other reasonable rules and regulations of uniform applicability to office tenants adopted by Landlord from time to time (and of which Tenant is provided prior notice), including rules and regulations for the performance of Alterations (defined in Section 10.03) (collectively, the “Rules and Regulations”).  In the event of a conflict or inconsistency between the Rules and Regulations and the terms and conditions of this Lease, this Lease shall control.  Notwithstanding anything to the contrary herein, Landlord shall be responsible, at its expense, subject to the provisions of Exhibit B, for (i) delivering the Landlord Work in compliance with all Law generally existing as of the date of delivery except as set forth in Section 4.07, and (ii) delivering and maintaining the Common Areas and Base Building, in compliance with Law throughout the term of this Lease subject to Tenant’s obligations above regarding the Base Building.

7.Security Deposit.

[Intentionally deleted.]

8.Building Services.

8.01Landlord shall furnish Tenant with the following services the cost of which shall be included in Expenses: (a) at all times, hot and cold water for use in the lavatories; (b) at all times, access and use of the Building’s condenser water system which shall provide Tenant with capacity of five (5) tons of condenser water on each floor of the Premises and an additional

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one hundred twenty (120) tons of condenser water to support Tenant’s data center floor and Tenant’s trading floor (all of which may be allocated per floor in the Premises in any manner that Tenant desires), it being agreed that the costs thereof shall not be separately charged to Tenant but rather included in Expenses along with all costs of the services described in this Section 8.01; (c) at all times, ten (10) watts of electrical load per rentable square foot of the Premises for general power, lighting and HVAC services in accordance with terms and conditions of Section 8.02, (d) during Business Service Hours, HVAC equipment capable of (1) heating a standard office layout floor in the Building to a range of 68° F to 72° F during the winter when the temperature outside is no lower than 0° F, and (2) cooling a standard office layout floor in the Building to a range of 70° F to 74° F during the summer when the temperature outside is lower than 92° F and between 72° F and 76° F during the summer when the temperature outside is 92° F, so long as Tenant complies with the Density Limit and designs and implements the Initial Alterations and any other Alterations in a manner that does not limit the operations of such equipment; provided that (A) Tenant shall have the right to receive additional HVAC service during hours other than Building Service Hours by paying Landlord’s then standard charge for additional HVAC service (currently $75.00 per hour, as adjusted from time to time) and providing such prior notice as is reasonably specified by Landlord, and (B) Tenant shall be permitted to connect supplemental HVAC units to the Building’s condenser water loop (but only to the extent set forth in (b) above) as part of the Initial Alterations, subject to the provisions of Section 4 and Section 10, at no charge to Tenant; (e) standard janitorial service on Business Days, including those services listed on Exhibit J attached hereto, in a manner customarily performed within the janitorial industry in office buildings of similar age, size, class and composition as the Building in the Boston area, or such other reasonably comparable janitorial services designated by Landlord from time to time, subject to amendment by Landlord from time to time; (f) passenger elevator service, except in cases of emergency situations or required state testing; (g) access to the loading dock and freight elevators subject to Landlord’s approval as to timing (which approval shall not be unreasonably withheld) and provided that such use is scheduled in advance and paid for by Tenant in accordance with Landlord’s then uniformly administered policies, currently $48.50 per hour (except that Landlord shall not charge Tenant for use of the loading dock or freight elevators in connection with the Initial Alterations to both the Initial Premises and the Additional Premises); (h) access to the Building for Tenant and its employees 24 hours per day/7 days per week, subject to the terms of this Lease and such protective services or monitoring systems, if any, as Landlord may reasonably impose, including, without limitation, sign-in procedures and/or presentation of identification cards;  (i) access to building risers and conduits, subject to Landlord’s approval (which approval shall not be unreasonably withheld), including one (1) redundant riser to each floor for telephone and data services, provided that the installation of any equipment required in connection with Tenant’s use of such services shall be the responsibility and cost of Tenant; (j) access to the fire egress stairwell; (k) security for the Property, including a 24 hours on-site manned security desk in the lobby of the Building; (l) removal of snow and ice from the driveways and walkways of the Property; (m) commingled, single stream recycling program that allows paper, plastic, glass and metal to be recycled in any colored containers, which containers are provided for Common Areas and each desk upon Tenant’s request to Landlord; and (n) such other services as Landlord reasonably determines are necessary or appropriate for the Property.  If Landlord, at Tenant’s request, provides any services which are not Landlord’s express obligation under this Lease, including, without limitation, any repairs which are Tenant’s responsibility pursuant to Section 10 below, Tenant shall pay Landlord, or such other party designated by Landlord, the cost of providing such service plus a reasonable administrative charge.

8.02Electricity used by Tenant in the Premises shall be paid for by Tenant by a separate charge payable by Tenant to Landlord determined and measured by a separate

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check-meter.  Each floor of the Premises shall have one (1) check meter consisting of the existing check meter for normal/outlet/lighting power previously installed by Landlord.  Also, one additional check meter shall be installed by Tenant on the 2nd Floor of the Building off collection bus B, all as part of the Initial Alterations.  There shall be no administrative fee for the check meters.  Subject to Landlord’s prior written approval of the plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned or delayed, Tenant may (i) install, operate and maintain in the Premises or in any other area of the Building, electrical equipment, provided that such equipment would not overload the electrical system beyond its capacity for proper, efficient and safe operation as determined by Landlord, (ii) furnish cooling or heating to the Premises, including, without limitation, the use of electric or gas heating devices (except that in no event may Tenant install any portable heating devices), and (iii) install, operate and maintain more than its proportionate share of telephone lines and other telecommunication facilities at the Building.

8.03Landlord’s failure to furnish, or any interruption, diminishment or termination of any such Building services due to the application of Law, the failure of any equipment, the performance of maintenance, repairs, improvements or alterations, utility interruptions (collectively a “Service Failure”) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. However, if the Premises, or a material portion of the Premises, are made untenantable for a period in excess of 3 consecutive Business Days as a result of a Service Failure covered by Landlord’s Rent Interruption Insurance (as defined below), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the 4th consecutive Business Day of the Service Failure and ending on the day the Service Failure has been cured.  If the entire Premises have not been rendered untenantable by the Service Failure, the amount of abatement shall be equitably prorated based on the nature and extent of the interference with Tenant’s business operations.  Landlord shall provide no less than seven (7) days advance notice of any scheduled interruption of services relating to repairs, improvements or alterations, and Landlord shall schedule the same on weekends and after-Building Service Hours to the extent the same would materially interfere with Tenant’s use of, or access to, the Premises.

9.Required Removables.

All improvements in and to the Premises, including any Alterations (defined in Section 10.03), but not including Tenant’s Property shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, shall remove any Cable (defined in Section 10.01 below).  In addition, Landlord, by written notice to Tenant at the time Landlord consents to such Alteration, may require Tenant, at Tenant’s expense, to remove any such Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to as “Required Removables”). Notwithstanding anything to the contrary herein, in no event shall Tenant be required to remove Landlord Work.  Required Removables may include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The Required Removables shall be removed by Tenant before the Termination Date.  Tenant shall repair damage caused by the installation or removal of Required Removables.  If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense.  Tenant, at the time it requests approval for a proposed Alteration, including any Initial Alterations, may request in writing that Landlord advise Tenant whether the Alteration, including any Initial Alterations, or any

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portion thereof, is a Required Removable.  Within ten (10) days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the alteration or other improvements are Required Removables, and such determination shall be binding on Landlord.

10.Repairs and Alterations.

10.01Tenant, at its sole cost and expense, shall perform all maintenance and repairs to the Premises that are not Landlord’s express responsibility under this Lease, and keep the Premises in good condition and repair, reasonable wear and tear, damage by fire or other casualty, damage caused by Landlord or another tenant, and taking by eminent domain excepted. Tenant’s repair and maintenance obligations include, without limitation, repairs to: (a) floor covering; (b) interior partitions; (c) doors; (d) the interior side of demising walls; (e) Alterations (described in Section 10.03); (f) supplemental air conditioning units, kitchens, including hot water heaters, plumbing, and similar facilities exclusively serving Tenant and located entirely within the Premises, whether such items are installed by Tenant or are currently existing in the Premises (and the Generator and Related Equipment shall also be governed by Section 32 and the Dishes/Antennae shall also be governed by Section 33); and (g) electronic, fiber, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, “Cable”).  All repairs and other work performed by Tenant or its contractors, including that involving Cable, Generator and Related Equipment and Dishes/Antennae, shall be subject to the terms of Section 10.03 below.  If Tenant fails to make any repairs to the Premises for more than fifteen (15) days after notice from Landlord, plus such additional time up to ninety (90) days as is necessary as long as Tenant diligently pursues any such repair (although notice shall not be required in an emergency), Landlord may make the repairs, and, within thirty (30) days after demand, Tenant shall pay the reasonable cost of the repairs, together with an administrative charge in an amount equal to 5% of the cost of the repairs.

10.02Landlord shall keep and maintain in good repair and working order in compliance with all Law and perform maintenance upon the: (a) structural elements of the Building; (b) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general (excluding any portion of the Initial Alterations or any other Alterations); (c) Common Areas; (d) roof of the Building; (e) exterior windows of the Building; and (f) elevators serving the Building.  Landlord shall promptly make repairs for which Landlord is responsible.  If Landlord shall default in the performance of any covenant on Landlord’s part to be performed under this Lease for any reason other than Force Majeure, and fails to commence to cure the same within thirty (30) days after written notice given by Tenant or fails to diligently pursue such cure, then Tenant may perform the same for the account of Landlord, and in the case of emergency situations, Tenant shall not be required to provide notice and an opportunity to cure.  Any such performance by Tenant shall not impact Tenant’s right to avail itself of all rights and remedies at Law and in equity with respect to Landlord’s default aforesaid.

10.03Tenant shall not make alterations, repairs, additions or improvements, including without limitation, the Initial Alterations, or install any Cable (collectively referred to as “Alterations”) without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed for more than five (5) Business Days, and Landlord shall provide detailed reasons for withholding approval where applicable.  In no event shall furniture be considered Alterations; however, movable or demountable partitions that could affect fire suppression distribution shall be considered Alterations.  However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”):  (a) is either (i) of a cosmetic nature such

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as painting, wallpapering, hanging pictures and installing carpeting or (ii) expected to cost less than $200,000 in any single instance or (iii) constitutes the installation, repair or removal of low voltage cabling that is internal to the Premises; (b) is not visible from either the exterior of the Premises or the exterior of the Building; (c) will not materially affect the Base Building (defined in Section 6); (d) does not require work to be performed inside the walls or above the ceiling of the Premises (except with respect to internal low voltage cabling only as aforesaid), and (e) follows all Building Rules and Regulations, including but not limited to: providing adequate notification to building management of the scope and schedule; the scheduling of freight and loading dock personnel; and the possibility of performing said work outside of regular building business hours based on the determination of property management if they so determine that said work will adversely affect the normal operations of the building including vendor access and noise.  Cosmetic Alterations shall be subject to all the other provisions of this Section 10.03 except that Tenant shall not be required to remove Cosmetic Alterations at the Termination Date unless required pursuant to Section 9 for telecommunications cabling only.  Prior to starting work, except in connection with Cosmetic Alterations, Tenant shall furnish Landlord with plans and specifications (which shall be in CAD format if reasonably requested by Landlord); except in connection with Cosmetic Alterations, names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building and Cable running between floors of the Building, as may be described more fully below; required permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming Landlord and the managing agent for the Building (or any successor(s)) as additional insureds.  Tenant may designate a general contractor or construction manager other than Landlord or Landlord’s designee, which, for non-Cosmetic Alterations shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Landlord shall have the right to designate specific contractors with respect to oversight, installation, repair, connection to, and removal of vertical Cable.  All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show Tenant’s name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises (specifically including, but not limited to, the electrical room risers and any Common Areas), and (ii) at the termination point(s) of such Cable.  Material changes to the plans and specifications must also be submitted to Landlord for its approval (which shall be granted or withheld as provided herein).  Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system or Landlord’s ability to perform its obligations hereunder.  Except with respect to the Initial Alterations, Tenant shall reimburse Landlord for any reasonable out of pocket sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations.  In addition, if, at Tenant’s request, Landlord serves as the general contractor or construction manager with respect to any non-Cosmetic Alterations, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of such non-Cosmetic Alterations equal to an agreed upon percentage (not to exceed 5%) of the cost of such non-Cosmetic Alterations.  Upon completion, Tenant shall furnish “as-built” plans (in CAD format, if requested by Landlord) for non-Cosmetic Alterations, completion affidavits and full and final waivers of lien.  Landlord’s approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law.

11.Entry by Landlord.

Landlord may enter the Premises to inspect, show (during the last twelve (12) months of the Term) or clean the Premises or to perform or facilitate the performance of repairs, alterations or additions to the Premises or any portion of the Building to the extent permitted hereunder. 

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Except in emergencies or to provide Building services, Landlord shall provide Tenant with reasonable prior verbal notice of entry (of no less than twenty-four (24) hours) and shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises and shall cooperate with Tenant’s security requirements, which may include the obligation to accompany any entry by Landlord permitted under this Lease except in case of emergency.  Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent.

12.Assignment and Subletting.

12.01Except in connection with a Business Transfer (defined in Section 12.04), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed for more than ten (10) Business Days if Landlord does not exercise its recapture rights under Section 12.02.  Notwithstanding the foregoing, Tenant shall be permitted to host (i.e., permit to use the Premises at no charge, including providing access to desk space, phones and internet) clients in the Premises so long as any such arrangement is at no cost to the client and is covered by Tenant’s liability insurance and does not involve the use of more than 10,000 rentable square feet.  Such hosting shall not be considered a Transfer as such term is used in this Lease.  Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is a governmental entity, (ii) the proposed transferee is an occupant of the Building and Landlord has available for lease comparable space in the Building, or (iii) Landlord or the proposed transferee, whether or not an occupant of the Building, has submitted a written proposal regarding the leasing of space at the Building (and in the case of an unsolicited proposal given by Landlord, only if the same is also signed by such proposed transferee) within ninety (90) days of Tenant’s request for consent.  If the entity(ies) which directly or indirectly controls the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes at any time, such change of ownership or control shall constitute a Transfer.  Any Transfer in violation of this Section 12 shall, at Landlord’s option, be deemed an Event of Default by Tenant as described in Section 19, and shall be voidable by Landlord.  In no event shall any Transfer, including a Business Transfer, release or relieve Tenant from any obligation under this Lease, and Tenant shall remain primarily liable for the performance of the tenant’s obligations under this Lease, as amended from time to time.

12.02Where Landlord’s consent is required hereunder, Tenant shall provide Landlord with financial statements for the proposed transferee, a fully executed copy of the proposed business terms of the assignment, sublease or other Transfer documentation and such other information as Landlord may reasonably request within five (5) Business Days of Tenant’s request for consent. Within ten (10) Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; or (b) reasonably refuse to consent to the Transfer in writing; or (c) in the event of an assignment of this Lease or subletting of more than 50% of the Rentable Square Footage of the Premises for more than 50% of the remaining Term (excluding unexercised options), recapture the portion of the Premises that Tenant is proposing to transfer.  If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination.  Tenant shall pay Landlord a review fee

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of $1,500.00 for Landlord’s review of any requested Transfer.  If Landlord recaptures a portion of the Premises, Landlord shall be responsible for the costs of demising the recaptured space.

12.03Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives in consideration of the Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer.  Tenant shall pay Landlord for Landlord’s share of the excess within thirty (30) days after Tenant’s receipt of the excess.  In determining the excess due Landlord, Tenant may deduct from the excess, on a straight-line basis, all reasonable and customary out-of-pocket expenses directly incurred by Tenant attributable to the Transfer, including, without limitation, broker’s fees, tenant payments or allowances, attorneys’ fees and improvement and alterations costs, but specifically excluding free rent unless the free rent is provided in lieu of an allowance.  If an Event of Default occurs at any time, Landlord may require that all sublease payments be made directly to Landlord until such time that said Event of Default is cured or Landlord exercises its rights under Section 20 below, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s share of payments received by Landlord.

12.04Tenant may assign this Lease to a successor to Tenant by merger, consolidation or to a purchaser of substantially all of Tenant’s assets, or assign this Lease or sublet all or a portion of the Premises to an Affiliate (defined below), without the consent of Landlord, provided that all of the following conditions are satisfied (a “Business Transfer”):  (a) an Event of Default is not then occurring; (b) Tenant has given Landlord written notice at least fifteen (15) Business Days before such Transfer unless prohibited by Law in which case notice shall be given as soon as permitted by Law; and (c) if such Transfer will result from a merger or consolidation of Tenant with another entity, then the Net Worth Requirement (as defined below) must be satisfied.  Tenant’s notice to Landlord shall include information and documentation evidencing the Business Transfer and showing that each of the above conditions has been satisfied.  If requested by Landlord, Tenant’s successor or such purchaser shall sign and deliver to Landlord a commercially reasonable form of assumption agreement.  “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant.  The “Net Worth Requirement” shall be deemed satisfied if, as of the date immediately following the date of the Transfer, the assignee, subtenant or entity with which Tenant is to merge or consolidate has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the lesser of (i) the net worth of Tenant as of the Lease Execution Date and (ii) the net worth of Tenant as of the day prior to the Transfer, as evidenced by an financial statements certified by an officer of the entity given to Landlord at least ten (10) Business Days prior to the Transfer unless prohibited by Law in which case notice shall be given as soon as permitted by Law.

12.05Notwithstanding anything to the contrary contained in this Section 12, neither Tenant nor any other person having a right to possess, use, or occupy (for convenience, collectively referred to in this subsection as “Use”) the Premises shall enter into any lease, sublease, license, concession or other agreement for Use of all or any portion of the Premises which provides for rental or other payment for such Use based, in whole or in part, on the net income or profits derived by any person that leases, possesses, uses, or occupies all or any portion of the Premises (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a transfer of any right or interest in the Use of all or any part of the Premises.

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13.Liens.

Tenant shall not permit mechanics’ or other liens to be placed upon the Property, Premises or Tenant’s leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant or its transferees.  For purposes of this Section a mechanic’s lien shall not be deemed to exist until a Notice of Contract and a Statement of Account are filed by a contractor or supplier.  Tenant shall give Landlord notice at least seven (7) Business Days prior to the commencement of any work in the Premises to afford Landlord the opportunity, where applicable, to post and record notices of non-responsibility.  Tenant, within ten (10) days of notice from Landlord, shall fully discharge any lien by settlement, by bonding or by insuring over the lien in the manner prescribed by the applicable lien Law and, if Tenant fails to do so, an Event of Default shall be deemed to have occurred and in addition to any other remedies available to Landlord as a result of such Event of Default, Landlord, at its option, may bond, insure over or otherwise discharge the lien.  Tenant shall reimburse Landlord for any amount paid by Landlord, including, without limitation, reasonable attorneys’ fees.  If an Event of Default exists, Landlord shall have the right to require Tenant to post a performance or payment bond in connection with any work or service done or purportedly done by or for the benefit of Tenant.  Tenant acknowledges and agrees that all such work or service is being performed for the sole benefit of Tenant and not for the benefit of Landlord.

14.Indemnity and Waiver of Claims.

Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any negligence or willful misconduct (including violations of Law) of Tenant, its trustees, managers, members, principals, beneficiaries, partners, officers, directors, employees and agents (the “Tenant Related Parties”) or any of Tenant’s transferees or contractors.  Tenant hereby waives all claims against and releases Landlord and its trustees, managers, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 24) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of parties other than Landlord, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security or protective services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord.  The waiver and release with respect to “injury to or death of persons” shall not apply to causes described in subsections (c) and (d) above where Landlord is otherwise legally responsible for such causes.  Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties (defined below) (and subject to Section 16 which Section 16 shall prevail in case of a conflict with this Section 14), Landlord shall indemnify, defend and hold Tenant and Tenant Related Parties harmless against and from all Losses (if and to the extent permitted by Law), which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party but only to the extent arising out of or in connection with any negligence or willful misconduct (including violations of Law) of Landlord and Landlord Related Parties.

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15.Tenant’s Insurance.

Tenant shall maintain the following coverages in the following amounts:

15.01Commercial General Liability Insurance covering claims of bodily injury, personal injury and property damage arising out of Tenant’s operations and contractual liabilities, on an occurrence basis, with minimum primary limits of $1,000,000 each occurrence and $2,000,000 annual aggregate (and not more than $25,000 self-insured retention) and a minimum excess/umbrella limit of $2,000,000.

15.02Property insurance covering (i) all office furniture, business and trade fixtures, office equipment, free-standing cabinet work, movable partitions, merchandise and all other items of Tenant’s property in the Premises installed by, for (not including any Landlord Work), or at the expense of Tenant (“Tenant’s Property”), and (ii) any Alterations (not including any Landlord Work) (“Tenant-Insured Improvements”).  Such insurance shall be written on an “all risks” of direct physical loss or damage basis, for the full replacement cost value (subject to reasonable deductible amounts) new without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance, and shall include coverage for damage or other loss caused by fire or other peril, including vandalism and malicious mischief, theft, water damage, including sprinkler leakage, bursting or stoppage of pipes, and explosion, and providing business interruption coverage for a period of one year.

15.03Worker’s Compensation and Employer’s Liability or other similar insurance to the extent required by Law.

15.04Form of Policies.  The minimum limits of insurance required to be carried by Tenant shall not limit Tenant’s liability.  Such insurance shall (i) be issued by an insurance company that has an A.M. Best rating of not less than A-VIII; (ii) be in form and content reasonably acceptable to Landlord; and (iii) provide that it shall not be canceled or materially changed without endeavoring to provide 30 days’ prior notice to Landlord, except that 10 days’ prior notice may be given in the case of nonpayment of premiums.  Tenant’s Commercial General Liability Insurance shall (a) name Landlord, Landlord’s managing agent, EOP Operating Limited Partnership, Blackhawk Parent, LLC, the 150 Federal Street Condominium Association (the “Association”) and any affiliate or mortgagee of Landlord (“Additional Insured Parties”) as additional insureds; and (b) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is excess and non-contributing with Tenant’s insurance.  Tenant shall deliver to Landlord, on or before the Commencement Date and not later than 5 days after the expiration dates thereof, certificates from Tenant’s insurance company on the forms currently designated “ACORD 28” (Evidence of Commercial Property Insurance) and “ACORD 25-S” (Certificate of Liability Insurance) or the equivalent.  Attached to the ACORD 25-S there shall be an endorsement naming the Additional Insured Parties as additional insureds which shall be binding on Tenant’s insurance company.

15.05Tenant shall maintain such increased amounts of the insurance required to be carried by Tenant under this Section 15, and such other types and amounts of insurance covering the Premises and Tenant’s operations therein, as may be reasonably requested by Landlord in writing at least sixty (60) days in advance, but not in excess of the amounts and types of insurance then being required by landlords of buildings comparable to and in the vicinity of the Building.  Landlord shall maintain (i) Property insurance covering the Building (including the Landlord Work but excluding all Alterations), and (ii) rent interruption insurance for up to one (1) year (“Rent Interruption Insurance”), and (iii) Commercial General Liability

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Insurance, on an occurrence basis, with minimum primary limits at least equal to those required of Tenant above.  Such insurance shall be written on an “all risks” of direct physical loss or damage basis, for the full replacement cost value (subject to deductible amounts) without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance, and shall include coverage for damage or other loss caused by fire or other peril, together with such other insurance coverage as Landlord, in its reasonable judgment, may elect to maintain.

16.Subrogation.

Each party waives, and shall cause its insurance carrier to waive, any right of recovery against the other for any loss of or damage to property, whether resulting from such party’s negligence or willful misconduct or otherwise, which loss or damage is (or, if the insurance required hereunder had been carried, would have been) covered by insurance.  For purposes of this Section 16, any deductible with respect to a party’s insurance shall be deemed covered by, and recoverable by such party under, valid and collectable policies of insurance.

17.Casualty Damage.

17.01Tenant shall keep the Tenant-Insured Improvements insured against loss or damage caused by any peril covered under fire and all risk insurance in accordance with Section 15.02 of this Lease.  The proceeds of such Tenant’s insurance shall be used by Tenant only for the replacement or restoration of such Tenant-Insured Improvements in a manner to be designed by Tenant at the time, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, except that such proceeds shall be paid to Landlord if either (i) Landlord terminates this Lease under this Section 17, or (ii) Tenant terminates this Lease under this Section 17.  All repairs and replacements of the Tenant-Insured Improvements shall be made by and at the expense of Tenant, using the entire proceeds of insurance on the Tenant-Insured Improvements plus an amount to be paid by Tenant equal to the deductible on Tenant’s insurance policy plus any proceeds of insurance that would have been available if Tenant had maintained the insurance required under this Lease (collectively, the “Tenant Restoration Funds”), except that Tenant may at any time elect not to repair or replace the Tenant-Insured Improvements, in which event Tenant shall pay over to Landlord (or release any claim to) the Tenant Restoration Funds, which payment shall not limit or otherwise affect Tenant’s other obligations under this Lease, including without limitation, Tenant’s obligation to pay Rent hereunder.

17.02If, by fire or other casualty to the Premises or the Common Areas (collectively a “Casualty”), all or any portion of the Premises becomes untenantable for Tenant’s use and enjoyment or inaccessible, Landlord, with reasonable promptness (not to exceed ninety (90) days from the date of the Casualty), shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises (which for purposes of this Section 17 shall be deemed to include all of Tenant’s appurtenant rights provided under this Lease, including, without limitation, parking, access to generator areas and roof rights) and any Common Areas necessary to provide access to the Premises (“Completion Estimate”).  Landlord shall promptly forward a copy of the Completion Estimate to Tenant.  If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within two hundred ten (210) days from the date the repair is started (the “Restoration Target Date”), then Tenant shall have the right to terminate this Lease upon written notice to Landlord within ten

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(10) days after Tenant’s receipt of the Completion Estimate.  In addition, Landlord, by notice to Tenant within ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if:  (1) more than 25% of the Premises have been damaged such that the same cannot be restored within ninety (90) days of the commencement of restoration and there is less than eighteen (18) months of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; (3) if the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within two hundred ten (210) days from the date the repair is started; or (4) a material uninsured loss to the Building or Premises occurs provided Landlord maintained all insurance required hereunder.  In addition, Tenant, by notice to Landlord within ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if more than 25% of the Premises have been damaged such that the same cannot be restored within ninety (90) days of the commencement of restoration and there is less than eighteen (18) months of the Term remaining on the date of the Casualty.

17.03If this Lease is not terminated pursuant to this Section 17, (1) Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Premises and Common Areas, and (2) Tenant shall upon delivery of the Premises by Landlord to Tenant in such restored condition, commence and proceed promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Tenant’s reasonable control, to restore all of the Initial Alterations and Alterations.  The time period for such prompt and diligent restoration by Tenant shall be referred to herein as the “Tenant Restoration Period”).  Such restoration by Landlord shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord to the extent permitted hereunder.  Such restoration by Tenant shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Initial Alterations and Alterations deemed desirable by Tenant to the extent approved by Landlord hereunder.  Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof.  Provided that no Event of Default has occurred during any period of time that all or a material portion of the Premises is rendered untenantable or inaccessible as a result of a Casualty, the Rent shall abate based on the nature and extent of the interference with Tenant’s use and enjoyment of the Premises (and access thereto) but only to the extent not used by Tenant, and such abatement period shall include the Tenant Restoration Period up to a maximum period of the lesser or (i) nine (9) months or (ii) such period of time as is necessary to restore the Initial Alterations and Alterations if Tenant had commenced and proceeded with such restoration promptly and diligently.  Notwithstanding the foregoing, if this Lease is not terminated and Landlord does not restore the Premises to the condition required as aforesaid by the Restoration Target Date, then Tenant may terminate this Lease by notice given by the Restoration Target Date whereupon this Lease shall terminate as of the date which is thirty (30) days after the Restoration Target Date unless Landlord completes such restoration within said thirty-day time period.

18.Condemnation.

Either party may terminate this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “Taking”).  Provided Landlord terminates all leases similarly situated in the Building, Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would have a material adverse effect on Landlord’s

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ability to profitably operate the remainder of the Building.  The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking.  The termination shall be effective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority.  If this Lease is not terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately adjusted to account for any interference with Tenant’s use and occupancy of the Premises and all appurtenances. All compensation awarded for a Taking shall be the property of Landlord.  The right to receive compensation or proceeds are expressly waived by Tenant, provided, however, Tenant may file a separate claim for Tenant’s Property and Tenant’s reasonable relocation expenses (including, without limitation, any increased occupancy costs to Tenant resulting from Tenant’s relocation), provided the filing of the claim does not diminish the amount of Landlord’s award.  If only a part of the Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking.

19.Events of Default.

Each of the following occurrences shall be an “Event of Default”: (a) Tenant’s failure to pay any portion of Rent when due or to bond over any lien as set forth in Section 13, if the failure continues for five (5) Business days after written notice to Tenant (“Monetary Default”); (b) Tenant’s failure (other than a Monetary Default) to comply with any term, provision, condition or covenant of this Lease, if the failure is not cured within thirty (30) days after written notice to Tenant provided, however, if Tenant’s failure to comply cannot reasonably be cured within thirty (30) days, Tenant shall be allowed additional time (not to exceed ninety (90) days) as is reasonably necessary to cure the failure so long as Tenant begins the cure within 30 days and diligently pursues the cure to completion; (c) Tenant permits a Transfer without Landlord’s required approval or otherwise in violation of Section 12 of this Lease; (d) Tenant becomes insolvent, makes a transfer in fraud of creditors, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts when due or forfeits or loses its right to conduct business; (e) the leasehold estate is taken by process or operation of Law; or (f) Tenant’s failure to comply with any specific provision of this Lease on three (3) separate occasions during any twelve (12) month period.  All notices sent under this Section shall be in satisfaction of, and not in addition to, notice required by Law.

20.Remedies.

20.01Upon an Event of Default, Landlord shall have the right to pursue any one or more of the following remedies:

(a)Terminate this Lease, in which case Tenant shall immediately surrender the Premises to Landlord.  If Tenant fails to surrender the Premises, Landlord, in compliance with Law, may enter upon and take possession of the Premises and remove Tenant, Tenant’s Property and any party occupying the Premises. Tenant shall pay Landlord, on demand, all past due Rent and other losses and damages Landlord suffers as a result of an Event of Default, including, without limitation, all Costs of Reletting (defined below) and any deficiency that may arise from reletting or the failure to relet the Premises.  “Costs of Reletting” shall include all reasonable costs and expenses incurred by Landlord in reletting or attempting to relet the Premises, including, without limitation, legal fees, brokerage commissions, the cost of commercially reasonable alterations and the value of other commercially reasonable concessions or allowances granted to a new tenant.

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(b)Terminate Tenant’s right to possession of the Premises and, in compliance with Law, remove Tenant, Tenant’s Property and any parties occupying the Premises.  After (i) an Event of Default, (ii) termination of this Lease by Landlord, and (iii) Tenant vacating the Premises, Landlord shall use diligent efforts to relet all or any part of the Premises, without notice to Tenant, for such period of time and on such terms and conditions (which may include concessions, free rent and work allowances) as Landlord in its absolute discretion shall determine.  Landlord may collect and receive all rents and other income from the reletting but any amounts received, after deducting Landlord’s costs, shall mitigate any damages to which Landlord would otherwise be entitled under this Section 20.  Tenant shall pay Landlord on demand all past due Rent, all Costs of Reletting and any deficiency arising from the reletting or failure to relet the Premises. The re-entry or taking of possession of the Premises shall not be construed as an election by Landlord to terminate this Lease.

20.02In lieu of calculating damages under Section 20.01, Landlord may elect to receive as damages the sum of (a) all Rent accrued through the date of termination of this Lease or Tenant’s right to possession, and (b) an amount equal to the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at the Prime Rate (defined below) then in effect, minus the then present fair rental value of the Premises for the remainder of the Term, similarly discounted, after deducting all anticipated Costs of Reletting.  “Prime Rate” shall be the per annum interest rate publicly announced as its prime or base rate by a federally insured bank selected by Landlord in the state in which the Building is located.

20.03If Tenant shall default in the performance of any covenant on Tenant’s part to be performed under this Lease, after any specified notice and cure periods, Landlord may perform the same for the account of Tenant, and in the case of emergency situations, Landlord shall not be required to provide notice and an opportunity to cure.  If Landlord at any time is compelled to pay or elects to pay any sum of money, or do any act which will require the payment of any sum of money, by reason of the failure of Tenant to comply with any provision hereof, or if Landlord is compelled to or does incur any expense, including reasonable attorneys’ fees, in instituting, prosecuting, and/or defending any action or proceeding instituted by reason of any Event of Default of Tenant hereunder, Tenant shall on demand pay to Landlord by way of reimbursement the sum or sums so paid by Landlord with all actual and necessary costs and actual damages, plus interest at the Prime Rate.  Tenant shall pay Landlord’s cost and expense, including reasonable attorneys’ fees, incurred (i) in enforcing or performing any obligation of Tenant under this Lease or (ii) as a result of Landlord, without its fault, being made party to any litigation pending by or against Tenant or any persons claiming through or under Tenant, plus an administrative charge equal to 5% of such cost.  The repossession or re-entering of all or any part of the Premises shall not relieve Tenant of its liabilities and obligations under this Lease.  No right or remedy of Landlord shall be exclusive of any other right or remedy. Each right and remedy shall be cumulative and in addition to any other right and remedy now or subsequently available to Landlord at Law or in equity.  Tenant shall not be obligated to make any payment to Landlord of any attorney’s fees incurred by Landlord unless judgment is entered (final, and beyond appeal) in favor of Landlord in the lawsuit relating to such fees.  Landlord shall pay, upon demand by Tenant, reasonable attorney’s fees incurred by Tenant in connection with any lawsuit between Landlord and Tenant where judgment is entered (final, and beyond appeal) in favor of Tenant.

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21.Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, CONDOMINIUM AND ALL UNITS, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY, CONDOMINIUM AND ALL UNITS WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY.  TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY OR ANY MORTGAGEES BE LIABLE TO TENANT (NOR SHALL TENANT OR ANY TENANT RELATED PARTY BE LIABLE TO LANDLORD EXCEPT AS EXPRESSLY PERMITTED UNDER SECTION 23 BELOW) FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE, INCLUDING WITHOUT LIMITATION, LOST PROFIT.  BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD (WITH A COPY TO THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 24 BELOW)), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

22.Relocation.

[Intentionally Deleted.]

23.Holding Over.

If Tenant fails to surrender all or any part of the Premises at the termination of this Lease, occupancy of the Premises after termination shall be that of a tenancy at sufferance.  Tenant’s occupancy shall be subject to all the terms and provisions of this Lease, and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent and Additional Rent due for the period immediately preceding the holdover.  No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. If Landlord is unable to deliver possession of the Premises to a new tenant or to perform improvements for a new tenant as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 30 days after notice from Landlord, Tenant shall be liable for all damages that Landlord suffers from the holdover.

24.Subordination to Mortgages; Estoppel Certificate.

Tenant accepts this Lease subject and subordinate to (A) any mortgage(s), deed(s) of trust, or ground lease(s) (1) existing as of the Lease Execution Date to the extent disclosed by Landlord below, or (2) subject to receipt by Tenant of an SNDA in substantially the form attached hereto as Exhibit I from any future Mortgagee, subsequently arising upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”) and (B) all other matters of record (including, without limitation, deeds and land disposition agreements, and any condominium documents (including, without

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limitation, any master deed, by-laws, rules and regulations, and to the extent not inconsistent with the rights of Tenant hereunder, any subsequent amendments or revisions thereto).  Landlord represents and warrants that it has provided to Tenant a true and correct copy of its title insurance policy and that the matters of record referenced therein and all of the Condominium documents are consistent with the terms and conditions of this Lease, do not interfere with or materially impact Tenant’s rights or Landlord’s obligations set forth in this Lease, and do not prohibit or otherwise impact Landlord’s ability to enter into this Lease or ability to perform all of Landlord’s obligations hereunder.  Within ten (10) days of the execution of this Lease, Landlord shall deliver a subordination non-disturbance agreement in the form attached hereto as Exhibit I (an “SNDA”), executed by any and all parties having the benefit of each Mortgage existing as of the Lease Execution Date or as of such future date as the case may be (any such party, a “Mortgagee”), and Tenant agrees to execute the same in connection with the execution of this Lease and from time to time thereafter.  As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease.  Subject to receipt of an SDNA, upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease.  Landlord and Tenant shall each, within 10 Business Days after receipt of a written request from the other, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification, to the best of the party’s knowledge, as to the status of this Lease, the existence of any Event of Default and the amount of Rent that is due and payable.  Landlord represents and warrants the only Mortgagee of all of the Condominium Units existing as of the date hereof is GS Mortgage Securities Corporation II, Commercial Pass-Through Certificates, Series 2007-EOP.

25.Notice.

All demands, approvals, consents or notices (collectively referred to as a “notice”) shall be in writing and delivered by hand or sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service, or sent by overnight or same day courier service at the party’s respective Notice Address(es) set forth in Section 1; provided, however, notices sent by Landlord regarding general Building operational matters may be sent via e-mail to the e-mail address (or addresses) provided by Tenant to Landlord for such purpose, but in no event shall Tenant be considered in default of this Lease with respect to any matter contained in any such notice of operational matter unless notice is sent pursuant to one of the other (non-email) approved notice methods.  In addition, if the Building is closed (whether due to emergency, governmental order or any other reason), then any notice address at the Building shall not be deemed a required notice address during such closure, and, unless Tenant has provided an alternative valid notice address to Landlord for use during such closure, any notices sent during such closure may be sent via e-mail or in any other practical manner reasonably designed to ensure receipt by the intended recipient.  Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail or with a courier service in the manner described above.  Either party may, at any time, change its Notice Address (other than to a post office box address) by giving the other party written notice of the new address.

26.Surrender of Premises.

At the termination of this Lease or Tenant’s right of possession, Tenant shall remove Tenant’s

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Property from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair as Tenant is required to maintain the Premises under the terms hereof, ordinary wear and tear, damage by fire and other casualty and taking by eminent domain excepted.  If Tenant fails to remove any of Tenant’s Property, or to restore the Premises to the required condition, within five (5) Business Days after termination of this Lease or Tenant’s right to possession, Landlord, at Tenant’s sole cost and expense, shall be entitled (but not obligated) to remove and store Tenant’s Property and/or perform such restoration of the Premises.  Landlord shall not be responsible for the value, preservation or safekeeping of Tenant’s Property.  Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred.  If Tenant fails to remove Tenant’s Property from the Premises or storage, within 30 days after notice, Landlord may deem all or any part of Tenant’s Property to be abandoned and, at Landlord’s option, title to Tenant’s Property shall vest in Landlord or Landlord may dispose of Tenant’s Property in any manner Landlord deems appropriate.

27.Pre-Commencement Contraction Option.

27.01Contraction Option.  Tenant shall have the right to partially terminate this Lease as of the date of the Contraction Notice, as defined below (the “Contraction Option”) as to one entire floor, one-half floor, or two entire floors of the Additional Premises (the “Contraction Premises”), so long as (a) the remaining floors of the Premises are contiguous and (b) the Initial Premises remains part of the Premises. Such Contraction Option may be exercised by Tenant only by Tenant delivering written notice of exercise (the “Contraction Notice”) to Landlord on or before July 1, 2010 (the “Contraction Deadline”).  In the absence of a Contraction Notice given on or before the Contraction Deadline, the Contraction Option and this Section 27 shall be null and void.

27.02Contraction Agreement.Should Tenant effectively exercise its Contraction Option as set forth herein, the terms of this Lease shall automatically terminate as to the Contraction Premises, and Landlord and Tenant shall execute a writing memorializing Tenant’s exercise of the Contraction Option removing the Contraction Premises from the Premises, and the changes in the Base Rent, rentable square footage of the Premises, Tenant’s Pro Rata Share, the Initial Alterations Allowance and the IT Allowance, all of which shall be reduced proportionately.  Notwithstanding the foregoing, an otherwise valid exercise of the Contraction Option shall be fully effective whether or not such a writing is executed.  In the case of a partial termination as to one-half floor, (1) the partial floor included in the Premises shall consist of approximately one-half of the floor (after deducting from the useable square footage of the floor such common hallways as are required by Law) divided approximately as shown on Exhibit O, and (2) Tenant, at Tenant’s expense, shall install on the floor on which such half floor is located all demising walls for such portion of the Premises and all common hallway(s) required by Law due to the multi-tenant nature of the floor, including without limitation all Building standard construction of walls, paint, ceilings, lighting, and flooring of such common hallway(s) and all work necessary to render such portion of the Premises and such hallway(s) in compliance with Law and shall conduct all such work in accordance with Section 10 and all other provisions of this Lease, and Landlord, at Landlord’s expense, shall construct the elevator lobby on such floor and shall perform the work otherwise shown on Exhibit H.

28.Extension Option.

28.01Grant of Extension Option; Conditions.  Tenant shall have the right to extend the Term (the “Extension Option”) for one additional period of five (5) years commencing on the day following the Initial Term Expiration Date and ending on the 5th

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anniversary of the Initial Term Expiration Date (the “Extension Term”), only if both of the following apply (unless specifically waived in writing by Landlord):

(a)Landlord receives notice of exercise (“Extension Notice”) not less than twelve (12) full calendar months prior to the Initial Term Expiration Date; and

(b)No Event of Default exists at the time the Tenant delivers its Extension Notice.

28.02Expiration of Extension Option.  If Tenant does not give the Extension Notice by the date set forth in Section 28.01(a), then this Section 28 shall be null and void.

28.03Terms Applicable to Premises During Extension Term.

(a)The annual Base Rent rate per rentable square foot for the Premises during the Extension Term shall equal $53.50 per rentable square foot.  Base Rent attributable to the Premises shall be payable in monthly installments in accordance with the terms and conditions of Section 5 of this Lease.

(b)Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the Extension Term in accordance with Section 1.06 and Section 5 of this Lease.

(c)Upon commencement of the Extension Term, Landlord shall provide Tenant with an allowance in the amount of $10.00 per rentable square foot of the Premises then leased (the “Extension Allowance”) for the construction of improvements in the Premises.  The requisition procedure set forth in Section 4.03 shall apply to the disbursement of the Extension Allowance.  If as of June 1, 2023, Landlord has not disbursed the total amount of the Extension Allowance, then the unused amount of the Extension Allowance shall be applied as a credit against Base Rent and Additional Rent next due on or after June 1, 2023 monthly until any balance is exhausted.

28.04Extension Agreement.  If Tenant is entitled to and properly exercises its Extension Option, Landlord and Tenant shall execute a writing memorializing Tenant’s exercise of its Extension Option and the changes in the Base Rent, Term and other terms solely necessitated by such extension.  Notwithstanding the foregoing, an otherwise valid exercise of the Extension Option shall be fully effective whether or not such a writing is executed.

29.Expansion Option.

29.01Grant of Expansion Option; Conditions.  Tenant shall have the option to expand the Premises to include certain space in accordance with the following terms (the “Expansion Option”).  On or before the date which is the fourth (4th) anniversary of the Initial Premises Commencement Date, Landlord shall notify Tenant (“Landlord’s Expansion Notice”) of the location of the expansion space, which shall consist of approximately 10,000 rentable square feet of separately demised space (or space which shall be separately demised by Landlord prior to occupancy by Tenant) on a single floor in a location to be determined by Landlord on either the 15th floor, 18th floor or 19th floor (the “Expansion Space”). Landlord’s notice shall include (i) Landlord’s estimated delivery date of the Expansion Space, which shall

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be a date selected by Landlord that is between the fifth (5th) anniversary of the Initial Premises Commencement Date and the seventh (7th) anniversary of the Initial Premises Commencement Date (the “Expansion Space Commencement Date”) and (ii) Landlord’s proposed Base Rent therefor (the “Proposed Expansion Base Rent”) and (iii) the Landlord’s proposed Expansion Allowance therefor, if any (the “Proposed Expansion Allowance”).  Tenant may exercise its Expansion Option only if all of the following apply (unless specifically waived in writing by Landlord):

(a)Tenant is then leasing at least three (3) floors in the Building;

(b)Landlord receives notice of Tenant’s exercise (“Expansion Exercise Notice”) by the earlier of (a) twelve (12) full calendar months after Tenant receives Landlord’s Expansion Notice or (b) nine (9) months prior to the Expansion Space Commencement Date; and

(c)No Event of Default exists at the time the Tenant delivers its Expansion Exercise Notice.

29.02Expiration of Expansion Option.  If Tenant does not give the Expansion Exercise Notice by the date set forth in Section 29.01(b), then this Section 29 shall be null and void.

29.03Terms Applicable to Expansion Space.

(a)If Tenant is entitled to and properly exercises its Expansion Option under this Section 29, then the Expansion Space shall automatically become part of the Premises on the Expansion Space Commencement Date, except that if Landlord is delayed in delivering possession of the Expansion Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts, including summary process, if necessary, to obtain and deliver possession of the Expansion Space, and the term commencement and the rent commencement date for the Expansion Space shall be postponed until the date Landlord delivers possession of the Expansion Space to Tenant free from occupancy by any party.  The rent commencement date for the Expansion Space shall be the same as the term commencement date for such space, except that there shall be one (1) day of free rent after the term commencement date for the Expansion Space for each day of delay in delivery of the Expansion Space beyond the Expansion Space Commencement Date.  In all events, however, Landlord shall use good faith efforts to deliver the Expansion Space by the Expansion Space Commencement Date, and upon any failure to deliver by such date, Landlord shall continue to use best efforts to deliver the Expansion Space as soon as reasonably practicable thereafter.

(b)The Base Rent rate per rentable square foot for the Expansion Space shall equal (i) the Proposed Expansion Base Rent if Tenant has given or is deemed to have given a Notice of Acceptance of Terms, as defined below, with its Expansion Exercise Notice or (2) in all other cases, the Prevailing Market (hereinafter defined) rate as determined as set forth below.  Base Rent attributable to the Expansion Space shall be payable in monthly installments in accordance with the terms and conditions of Section 5 of this Lease.

(c)Tenant’s Pro Rata Share shall be adjusted to reflect the addition of the Expansion Space.

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(d)Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the Expansion Space in accordance with Section 1.06 and Section 5 of this Lease, except that Base Year for Taxes and Base Year for Expenses shall be equal to the applicable fiscal or calendar year in which the Expansion Space Commencement Date Occurs.

(e)The term for the Expansion Space shall be coterminous with the Term for the remainder of the Premises, as the same may be extended.

(f)On or about the Expansion Space Commencement Date, at Landlord’s expense, Landlord shall deliver the Expansion Space in “As-Is” condition and shall provide Tenant with an allowance for tenant improvements (the “Expansion Allowance”) in an amount equal to either (i) the Proposed Expansion Allowance if a Notice of Acceptance of Terms, as defined below, has been given or is deemed to have been given or (ii) in all other instances, the arm’s length fair market rate per rentable square foot for allowances granted under leases being entered into between unrelated third parties for space comparable to the Expansion Space in its then condition in the Building and office buildings comparable to the Building in the Boston Financial District and for leases with base rents at the Prevailing Market rate and for leases of space comparable to the Expansion Space with comparable terms.  The requisition procedure set forth in Section 4.03 shall apply to the disbursement of the Expansion Allowance.  Except as otherwise provided herein, provided that Landlord uses reasonable efforts to deliver the Expansion Space in the condition required hereunder on the Expansion Space Commencement Date, Landlord’s failure to deliver the Expansion Space by the Expansion Space Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages except as set forth in this Section 29.03.

29.04Initial Procedure for Determining Prevailing Market.  Tenant’s Expansion Exercise Notice shall include either (i) final binding written notice to Landlord of Tenant’s acceptance of the Base Rent and Expansion Allowance for the Expansion Space (the “Notice of Acceptance of Terms”), or (ii) written notice to Landlord of Tenant’s disagreement with Landlord’s determination (the “Notice of Disagreement on Terms”).  If Tenant fails to provide Landlord with either a Notice of Acceptance of Terms or a Notice of Disagreement on Terms with Tenant’s Expansion Exercise Notice, Tenant shall be deemed to have given a Notice of Acceptance of Terms.  If Tenant provides Landlord with a Notice of Acceptance of Terms (or is deemed to have so provided), Landlord and Tenant shall enter into the Expansion Amendment (as defined below) upon the terms and conditions set forth herein.  If Tenant provides Landlord with a Notice of Disagreement on Terms, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate and Expansion Allowance for the Expansion Space, whereupon when Landlord and Tenant have agreed upon the Prevailing Market rate and Expansion Allowance for the Expansion Space, such agreement shall be reflected in a written agreement between Landlord and Tenant, whether in a letter or otherwise, and Landlord and Tenant shall enter into the Expansion Amendment in accordance with the terms and conditions hereof.  Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Expansion Space within thirty (30) days after the date Tenant provides Landlord with the Notice of Disagreement on Terms, Tenant, by written notice to Landlord (the “Arbitration Notice”) within ten (10) Business Days after the expiration of such thirty (30) day period, shall have the right to have the Prevailing Market rate and Expansion Allowance determined in accordance with the arbitration procedures described in Section 29.05 below.

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29.05Arbitration Procedure.

(a)If Tenant provides Landlord with a timely Arbitration Notice, Landlord and Tenant, within five (5) days after the date of the Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Prevailing Market rate for the Expansion Space (collectively referred to as the “Estimates”).  If the higher of such Estimates is not more than 105% of the lower of such Estimates, then Prevailing Market rate shall be the average of the two Estimates.  If the Prevailing Market rate is not resolved by the exchange of Estimates, then, within seven (7) days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to determine which of the two Estimates most closely reflects the Prevailing Market rate for the Expansion Space.  Each appraiser so selected shall be certified as an MAI appraiser or as an ASA appraiser and shall have had at least five (5) years experience within the previous ten (10) years as a real estate appraiser working in the vicinity of the Property, with working knowledge of current rental rates and practices.  For purposes hereof, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an “ASA” appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the organization and designation most similar) in the Real Property discipline.

(b)Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Prevailing Market rate for the Expansion Space.  The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent rate for the Expansion Space.  If either Landlord or Tenant fails to appoint an appraiser within the seven (7) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof.  If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Prevailing Market within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria.  If Landlord and Tenant fail to agree upon such third appraiser within such ten (10) day period, then either party may so notify the President of the Boston Bar Association (or such organization as may succeed to said Boston Bar Association) and request him or her to designate a third appraiser meeting the aforementioned criteria and request that such designation be made within ten (10) days of such notice.  Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his determination of which of the two Estimates most closely reflects the Prevailing Market rate and such Estimate shall be binding on both Landlord and Tenant as the Base Rent rate for the Expansion Space.  If the arbitrator believes that expert advice would materially assist him, he may retain one or more qualified persons to provide such expert advice.  The parties shall share equally in the costs of the third arbitrator and of any experts retained by the third arbitrator.  Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert.

(c)If the Prevailing Market rate has not been determined by the Expansion Space Commencement Date, Tenant shall pay Base Rent upon the terms and conditions in effect based on the annual rent rate per rentable square footage of the Premises as then in effect until such time as the Prevailing Market rate has been determined.  Upon such

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determination, the Base Rent for the Expansion Space shall be retroactively adjusted to the commencement of such Term for the Expansion Space.  If such adjustment results in an underpayment of Base Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within thirty (30) days after the determination thereof.  If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under this Lease and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Base Rent.

29.06Expansion Agreement.  If Tenant is entitled to and properly exercises its Expansion Option, Landlord and Tenant shall execute a writing memorializing Tenant’s exercise of its Expansion Option and the changes in the Base Rent, rentable square footage, Tenant’s Pro Rata Share and other terms solely necessitated by such expansion.  Notwithstanding the foregoing, at the time a Notice of Acceptance of Terms is given (or is deemed to have been given) or, in the event a Notice of Disagreement on Terms is given, upon the final determination of the Prevailing Market rate applicable to the Expansion Space as described herein, an otherwise valid exercise of the Expansion Option shall be fully effective whether or not such a writing is executed.

29.07Definition of Prevailing Market.  For purposes of this Expansion Option and the Right of First Offer (as defined in Section 31) , “Prevailing Market” shall mean 100% of the arms length fair market annual rental rate per rentable square foot as of the Expansion Space Commencement Date or the ROFO Commencement Date (as defined in Section 31), as applicable, for space comparable to the Expansion Space or ROFO Space, as applicable, in its then condition in the Building and office buildings comparable to the Building in the Boston Financial District under new leases being entered into on or about the date on which the Prevailing Market is being determined hereunder.  The determination of Prevailing Market shall take into account any material economic differences between the terms of this Lease and any comparison lease or amendment, including, without limitation, tenant concessions, brokerage commissions, free rent, base years and allowances.  The determination of Prevailing Market shall also take into consideration any reasonably anticipated changes in the Prevailing Market rate from the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective under this Lease.

30.Right of First Refusal.

30.01Grant of Right of First Refusal.On or before August 1, 2010 (the “ROFR Period”), Tenant shall have the right of first refusal (a “Right Of First Refusal”), upon and subject to the terms of this Section 30, to lease any full floor or floors, provided that such space (1) is (a) on the 14th Floor, 15th Floor, 18th Floor, 19th Floor and/or 20th Floor and (b) contiguous to the existing Premises, except that if such space is contiguous to any of the Additional Premises and not to the Initial Premises, then such right of first refusal shall exist only if Tenant has waived its Contraction Option with respect to such portion of the Additional Premises which is so contiguous (for example, if (i) Landlord has designated the Additional Premises to be the 15th Floor and the 18th Floor and (ii) Tenant has exercised its Right of First Refusal with respect to space on the 19th Floor, then Tenant shall be deemed to have waived its Contraction Option with respect to the 18th Floor) and (2) is the subject of negotiation between Landlord and an unrelated third party to lease such space (a “ROFR Space”).

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30.02Notwithstanding anything to the contrary herein, the following shall not be deemed to be ROFR Spaces:

(i)any space to the extent the same continues to be leased to the then current tenant(s) thereof; and

(ii)any Expansion Space, ROFR Space or ROFO Offering Space (as defined below) as to which Tenant did not timely exercise (or was not eligible to exercise due to failure to meet one of the pre-conditions) its Expansion Option, Right of First Refusal or Right of First Offer if such Expansion Option Space,  ROFR Space or ROFO Offering Space has been leased to a third party (i) within a period of nine (9) months after the last date for such exercise by Tenant (in accordance with the terms of this Lease) or (ii) within the period during which Tenant continues to fail to meet such pre-conditions, but only for so long as such space is leased to the third party aforesaid or its permitted successor or assign for the term, including any extension rights, set forth in the initial lease (or, if such next tenant is already a tenant of the Building, in the amendment to such tenant’s lease).

(a)Prior to executing a lease with an unrelated third party for a ROFR Space, Landlord shall give notice to Tenant (the “ROFR Advice”) identifying the ROFR Space, together with a copy of the fully-executed letter of intent for such ROFR Space.  Provided that no Event of Default exists at the time, Tenant shall have the right to accept the offer to lease the ROFR Space on all of the terms set forth in the letter of intent (except that the term of this Lease for the ROFR Space shall be co-terminous with the Term of this Lease, as the same may be extended) by delivering written notice of exercise (a “Notice of ROFR Exercise”) to Landlord within seven (7) days after receipt of the ROFR Advice.  If Tenant is entitled to and properly exercises its Right of First Refusal, the ROFR Space shall automatically become part of the Premises on the commencement date as set forth in the letter of intent, except that if Landlord is delayed in delivering possession of the ROFR Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts, including summary process, if necessary, to obtain and deliver possession of the ROFR Space, and the term commencement date and the rent commencement date for the ROFR Space shall be postponed until the date Landlord delivers possession of the ROFR Space to Tenant free from occupancy by any party.  The rent commencement date for the ROFR Space shall be the same as the term commencement date for such space, except that there shall be one (1) day of free rent after the term commencement date for the ROFR Space for each day of delay in delivery of the ROFR Space beyond the commencement date set forth in the letter of intent.  Except as set forth herein, provided that Landlord uses reasonable efforts to deliver the ROFR Space in the condition set forth in the letter of intent on the commencement date set forth in the letter of intent, Landlord’s failure to deliver the ROFR Space by such commencement date shall not be a default by Landlord or otherwise render Landlord liable for damages.  In all events, however, Landlord shall use good faith efforts to deliver the ROFR Space by the commencement date as set forth in the letter of intent, and upon any failure to deliver by such date, Landlord shall continue to use best efforts to deliver the ROFR Space as soon as reasonably practicable thereafter.

30.03Expiration of Right of First Refusal.  If Tenant does not give a Notice of ROFR Exercise by the date set forth in Section 30.02 for any ROFR Space, then Tenant’s Right of First Refusal with respect to said ROFR Space shall be null and void with respect to that specific letter of intent; provided, however, that if Landlord does not enter into a lease of the subject ROFR Space with said third party or an affiliate thereof within nine (9) months after the Right of First Refusal was rejected or deemed rejected by Tenant with rent of at least 95% of

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the Rent and otherwise containing substantially the same terms and conditions set forth in the ROFR Advice, Tenant’s Right of First Refusal shall again be deemed applicable for such ROFR Space throughout the ROFR Period with the same effect as if the original ROFR Advice and letter of intent had never been given.

30.04ROFR Agreement.  If Tenant is entitled to and properly exercises its Right Of First Refusal, Landlord and Tenant shall execute a writing memorializing Tenant’s exercise of its Right of First Refusal and the changes in the Base Rent, rentable square footage, Tenant’s Pro Rata Share and other terms solely necessitated by such exercise.  Notwithstanding the foregoing, an otherwise valid exercise of the ROFR shall be fully effective whether or not such a writing is executed.

31.Right of First Offer.

31.01Grant of Right of First Offer Expansion Option; Conditions.Except as specifically otherwise set forth below, from and after the Initial Premises Commencement Date Tenant shall have a continuing right of first offer (a “Right of First Offer”), upon and subject to the terms and provisions of this Section 31, to lease any space (whether a full floor or partial floor) which is both (i) contiguous to the then existing Premises, except that if such space is contiguous to any of the Additional Premises and not to the Initial Premises, then such Right of First Offer shall exist only if Tenant has waived its Contraction Option with respect to such portion of the Additional Premises which is so contiguous (for example, if (a) Landlord has designated the Additional Premises to be the 15th Floor and the 18th Floor and (b) Tenant has exercised its Right of First Offer with respect to space on the 19th Floor, then Tenant shall be deemed to have waived its Contraction Option with respect to the 18th Floor)  and (ii) on any of the 14th Floor, 15th Floor, 18th Floor, 19th Floor or 20th Floor (each, a “ROFO Offering Space”) and which becomes available for leasing in the Building.

31.02Notwithstanding anything to the contrary herein, the following shall not be deemed to be ROFO Offering Spaces:

(i)any Expansion Space, ROFR Space or ROFO Offering Space as to which Tenant did not timely exercise (or was not eligible to exercise due to failure to meet one of the pre-conditions) its Expansion Option, Right of First Refusal or Right of First Offer if such Expansion Option Space, ROFR Space or ROFO Offering Space has been leased to a third party (a) within a period of nine (9) months after the last date for such exercise by Tenant (in accordance with the terms of this Lease) or (b) within the period during which Tenant continues to fail to meet such pre-conditions, but only for so long as such space is leased to the third party aforesaid or its permitted successor or assign for the term, including any extension rights, set forth in the initial lease (or, if such next tenant is already a tenant of the Building, in the amendment to such tenant’s lease); and

(ii)any space which is not leased as of the date hereof and which is leased within the ROFR Period, but only for so long as such space is leased to the next tenant thereof or its permitted assignee or successor for the term, including without limitation, any extension rights, set forth in the lease (or, if such next tenant is already a tenant of the Building, in the amendment to such tenant’s lease) as in effect at the expiration of such one-year period.  The foregoing shall in no way impact Tenant’s rights under Section 30 with respect to the ROFR Space.

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31.03At any time after Landlord has determined that a ROFO Offering Space is expected to be available for lease, prior to leasing such ROFO Offering Space to any other party, Landlord shall give notice to Tenant (the “ROFO Advice”) identifying the ROFO Offering Space and advising Tenant of the expected availability date (the “ROFO Commencement Date”), the Base Rent at which Landlord is prepared to lease a ROFO Offering Space to Tenant, which Base Rent shall reflect the Prevailing Market (hereinafter defined) rate for such ROFO Offering Space, as reasonably determined by Landlord (the “Proposed ROFO Base Rent”), and such other financial terms that Landlord will be offering in connection with any such lease, including applicable base years.  Any lease of the ROFO Offering Space by Tenant shall be upon and subject to the terms and provisions of this Lease except as otherwise provided herein.  The ROFO Offering Space shall, upon timely exercise of such Right of First Offer, hereinafter be referred to as the “Accepted ROFO Premises”.  Tenant may exercise its Right of First Offer only if all of the following apply (unless specifically waived in writing by Landlord):

(a)Landlord receives notice of exercise (“Notice of ROFO Exercise”) not less than seven (7) days after Tenant’s receipt of the ROFO Advice;

(b)No Event of Default exists at the time the Tenant delivers its Notice of ROFO Exercise; and

(c)Tenant is then leasing at least three (3) floors in the Building.

31.04Expiration of Right of First Offer.  If Tenant does not give a Notice of ROFO Exercise by the date set forth in Section 31.03 for any ROFO Offering Space, then Tenant’s Right of First Offer with respect to said ROFO Offering Space shall be null and void with respect to that particular offer; provided, however, that if Landlord has not leased such ROFO Offering Space within nine (9) months of the date of the ROFO Advice with rent of at least 95% of the Proposed ROFO Base Rent and otherwise containing substantially the same terms and conditions set forth in the ROFO Advice, Tenant’s Right of First Offer shall once again apply to such space.

31.05Terms Applicable to Accepted ROFO Premises.

(a)If Tenant is entitled to and properly exercises its Right of First Offer under this Section 31, then the Accepted ROFO Premises shall automatically become part of the Premises on the ROFO Commencement Date, except that if Landlord is delayed in delivering possession of the Accepted ROFO Premises due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts, including summary process, if necessary, to obtain and deliver possession of the Accepted ROFO Premises, and the term commencement date and the rent commencement date for the Accepted ROFO Premises shall be postponed until the date Landlord delivers possession of the Accepted ROFO Premises to Tenant free from occupancy by any party.  The rent commencement date for the Accepted ROFO Premises shall be the same as the term commencement date for such space, except that there shall be one (1) day of free rent after the term commencement date for the Accepted ROFO Premises for each day of delay in delivery of the Accepted ROFO Premises beyond the ROFO Commencement Date.  Except as set forth herein, provided that Landlord uses reasonable efforts to deliver the Accepted ROFO Premises on the ROFO Commencement Date, Landlord’s failure to deliver the Accepted ROFO Premises by the ROFO Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages.  In all events, however, Landlord shall use good faith efforts to deliver the Accepted ROFO Premises by the ROFO Commencement Date, and upon any failure to deliver by such date, Landlord

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shall continue to use best efforts to deliver the Accepted ROFO Premises as soon as reasonably practicable thereafter.

(b)The annual Base Rent rate per rentable square foot for the Accepted ROFO Premises shall equal the Proposed ROFO Base Rent, unless Tenant gives a Notice of Disagreement on Terms, in which event the Base Rent for the Accepted ROFO Premises shall be the Prevailing Market rate as determined below.  Base Rent attributable to the Accepted ROFO Premises shall be payable in monthly installments in accordance with the terms and conditions of Section 5 of this Lease.  The terms of this Lease as to the Accepted ROFO Premises shall be deemed to reflect all other financial and other terms that Landlord included in the ROFO Advice.

(c)Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the Accepted ROFO Premises in accordance with Section 1.06 and Section 5 of this Lease, except that Base Year for Taxes and Base Year for Expenses shall be as set forth in the ROFO Advice.

(d)The term for the Accepted ROFO Premises shall be co-terminous with the Lease Term, as the same may be extended.

(e)On or about the ROFO Commencement Date, at Landlord’s expense, Landlord shall deliver the Accepted ROFO Premises in “As-Is” condition.  Except as set forth herein, provided that Landlord uses reasonable efforts to deliver the Accepted ROFO Premises in the condition required hereunder on the ROFO Commencement Date, Landlord’s failure to deliver the Accepted ROFO Premises by the ROFO Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages.

(f)Notwithstanding any provision of this Lease to the contrary, if less than two (2) years remain in the Term as of the date that any ROFO Offering Space is expected to be available for lease by Tenant as set forth in the ROFO Advice and Tenant’s Extension Option remains unexercised, the exercise by Tenant of the Right of First Offer shall constitute an irrevocable exercise of Tenant’s next Extension Option, if any remain; but if less than two (2) years remain in the Term as of the date that any ROFO Offering Space is no longer subject to a third party lease due to the expiration or termination thereof or otherwise and is available for lease and no Extension Option remains unexercised, Tenant may not exercise its Right of First Offer and Landlord shall no longer be obligated to provide a ROFO Advice with respect to any ROFO Offering Space.

31.06Initial Procedure for Determining Prevailing Market.  The Base Rent for the ROFO Space shall be the Prevailing Market rate as determined in accordance with the procedures set forth above in Section 29 of this Lease.

31.07Intentionally omitted.

31.08ROFO Agreement.  If Tenant is entitled to and properly exercises its Right Of First Offer, Landlord and Tenant shall execute a writing memorializing Tenant’s exercise of its Right of First Offer and the changes in the Base Rent, rentable square footage, Tenant’s Pro Rata Share and other terms solely necessitated by such exercise.  Notwithstanding the foregoing, an otherwise valid exercise of the ROFO shall be fully effective whether or not such a writing is executed.

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32.Generator.

32.01Landlord acknowledges that Tenant requires back-up electric generator capacity to support Tenant’s operations at the Premises.  Landlord shall purchase a new emergency generator with a capacity and other specifications as shown on Exhibit K (the “Generator”) and with the related equipment necessary in order to make the Generator operable, including, without limitation, fuel supply systems, cabling, pumps, mountings, bracing, day tank for fuel and fuel lines all as more particularly shown on Exhibit K (collectively, the “Other Equipment”) and shall install the same, all in accordance with the plans and specifications and scope of work attached hereto as Exhibit K and in accordance with Law, in locations shown on Exhibit L or such other locations as is required by the Boston Inspectional Services Department and any other governmental entity with jurisdiction over the same (the “Generator Area”) (collectively, the foregoing is referred to herein as the “Landlord Generator Work”).  Exhibit L shows the location of the Generator and the location of the fuel tank.  Landlord shall apply for all governmental and regulatory licenses, permits and approvals required in connection with the installation of the Generator and the Other Equipment, and upon the issuance of such licenses, permits and approvals, proceed with diligent efforts to complete such installation on or before December 27, 2009 (the “Generator Deadline”).  Notwithstanding anything to the contrary in this Lease, Landlord’s failure to complete the Landlord Generator Work by the Generator Deadline shall not be a default by Landlord or otherwise render Landlord liable for damages so long as Landlord furnishes Tenant with back-up electric generator capacity through a temporary generator (sufficient for Tenant’s needs, that is, with a capacity of at least 600 kilowatts) pending completion of the Landlord Generator Work referenced above.  Landlord shall be responsible for all costs of substituting the Generator for the temporary generator and shall perform this substitution in a manner reasonably acceptable to Tenant.  Once installed, Tenant shall use commercially reasonable efforts to maintain and operate the Generator and the Related Equipment, as defined below, in such a fashion as to minimize the risk of interruption of operations at the Building (e.g., power surges, facility shutdowns, etc.) and, at Tenant’s cost and expense, shall test the Generator and the Related Equipment at least on a quarterly basis and provide Landlord with a quarterly test report.  Landlord shall obtain a contractor’s warranty for workmanship for the Landlord’s Generator Work of one (1) year and a manufacturer’s warranty for the Generator and Other Equipment of such time as is set forth in Exhibit K, and shall cooperate with Tenant in the enforcement of all manufacturer’s warranties and all warranties of the construction company which installs the same.  Landlord’s failure to complete the Landlord Generator Work on or before the Generator Deadline (a “Generator Landlord Delay”) shall subject Landlord to the penalty set forth in Section 3.04.

32.02The installation of any electrical lines and other equipment in order to connect the Generator and the Other Equipment to the Premises (the “Connection Equipment”, and which is more particularly shown on Exhibit K, shall be conducted by Tenant at Tenant’s sole cost and expense and shall be performed in compliance with all of the terms and conditions of this Lease and be subject to the prior written consent of Landlord.  The Connection Equipment and the Other Equipment shall be collectively referred to herein as the “Related Equipment”.  Landlord hereby consents to the proposed routing of electrical lines and other specifications as shown on Exhibit M attached hereto.  Such electrical equipment shall be Tenant’s personal property and shall be maintained and repaired by Tenant as set forth in, and subject to the provisions of, Section 10.  Upon the expiration of the Term or upon earlier termination, the Generator and Related Equipment shall remain upon the Premises, provided that Tenant, at its expense, shall remove the electrical equipment that is Tenant’s personal property.

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32.03Tenant agrees that Tenant will pay for the actual electricity used by Tenant for the operation of the Generator and the Related Equipment (which shall be measured in accordance with a check meter to be installed by Tenant, and Tenant shall obtain and pay for the fuel oil therefor except that Landlord shall obtain and pay for the initial fill of the tank).

32.04Tenant shall be responsible for repairing and replacing the Generator and Related Equipment and shall maintain the same in good and safe condition, however, Tenant shall have the right to enforce the warranties set forth above as a method of complying with the foregoing.  Tenant shall promptly and faithfully obey, observe and comply with all Law in any manner affecting or relating to Tenant’s repair, replacement, maintenance and operation of the Generator and the Related Equipment (electrical or other), all at Tenant’s cost; however, Tenant shall have the right to enforce the warranties set forth above as a method of complying with the foregoing.  Tenant shall promptly repair any and all damage to the Generator Area and to any other part of the Building to the extent caused by or resulting from Tenant’s misuse, maintenance, repair, or improper operation of the Generator and the Related Equipment, all at Tenant’s cost.  All maintenance and repair work performed by Tenant to such equipment shall be performed only after prior written notice to Landlord with respect to the scope and scheduling of such work, and in accordance with Landlord’s Rules and Regulations; provided, however, Tenant shall be permitted to perform maintenance and repair work on weekends without Landlord approval but only upon prior written notice of at least two (2) Business Days.  Tenant shall cause (i) the portion of the Generator Area in which the Generator and the Related Equipment are located, and/or (ii) any other areas affected by any acts or omissions of Tenant, its agents, contractors or employees, to be and remain structurally sound throughout the Term but only to the extent that any structural repair that is required as the result of Tenant’s failure to comply with this Section 32 or Tenant’s misuse of the Generator.

32.05Tenant shall have access to the Generator Area for the purpose of servicing, testing, maintaining, removing, operating, repairing or replacing the Generator and/or the Related Equipment, which access, except in cases of emergency, shall be limited to after business hours on Business Days and during weekends and only after prior written notice to Landlord with respect to the scope and scheduling of such work.

32.06As referenced above, Landlord shall obtain all permits and licenses for the initial installation of the Generator and the Other Equipment, including, without limitation, the fuel storage permit.  Tenant shall obtain all permits and licenses, if any, for the initial installation of the Connection Equipment.

32.07Tenant may handle, store, use or dispose of diesel fuel to the extent customary and necessary for the use of the Generator and the Related Equipment; provided, however, that Tenant shall always handle, store, use and dispose of any such diesel fuel in a safe and lawful manner.  Tenant specifically acknowledges and agrees that the terms and conditions of Section 14 (Indemnity and Waiver of Claims) shall apply with full force and effect to Tenant’s handling and use of diesel fuel.

32.08Except for the installation of the Generator and the Other Equipment, Tenant agrees that Landlord is not required to provide any services whatsoever to the Generator Area or with respect to the Generator and the Related Equipment.

32.09Tenant covenants and agrees that the use and operation of the Generator and the Related Equipment in the Generator Area and in any other part of the Building pursuant to the provisions of this Section 32 shall be at the risk of Tenant and neither Landlord nor

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Landlord’s agents or employees shall be liable for any damage or injury thereto caused in any manner except the willful misconduct or negligence of Landlord or its agents or employees.  Except for the cost of purchase and performance of the Landlord Generator Work, all other costs and expenses, including, without limitation, the cost of electrical service supply lines to make operable the Generator and the Related Equipment,  used, erected or installed by Tenant pursuant to the provisions of this Section 32 or related to or connected with the use, maintenance, repair and operation of the Generator and the Related Equipment shall be at the cost and expense of Tenant and without charge, cost or expense to Landlord.

32.10Tenant covenants and agrees that Tenant’s use of the Generator and the Related Equipment shall be conducted so as to not unreasonably interfere with or affect any equipment, installations, lines or machinery of the Building or any other tenant of the Building or the rights of other tenants or occupants of the Building or Landlord or licensees of Landlord; provided, however, that the foregoing shall not be deemed to limit Tenant’s right to use the Generator for its intended purpose as a back-up power source.  Tenant shall not permit any of its agents, servants, employees, licensees, or invitees to cause unreasonable interference with or disturbance, annoyance or inconvenience with or to any person or property now or in the future lawfully in, on or about the Building.  All operations, maintenance and repair shall be performed in compliance with all Law and, further, in accordance with the terms, covenants, conditions and provisions of this Lease.  Tenant shall have the right to operate the Generator and the Related Equipment only (i) upon the prior consent of Landlord (except in case of emergency) or (ii) in conjunction with maintenance and repairs in accordance with Section 32.04, in each instance (i) and (ii) so long as in compliance with (a) the operations manuals thereof and (b) all Law.

32.11If Tenant exercises its Contraction Option, then Tenant shall be obligated to reimburse Landlord within thirty (30) days of exercise of the Contraction Option, an amount equal to (a) the actual cost incurred by Landlord in connection with the installation of the Generator and the Related Equipment (collectively, the “Generator Costs”) times (b) a fraction, the numerator of which is the rentable square footage of the portion of the Additional Premises not being added to the Premises as a result of the exercise of the Contraction Option and the denominator of which equals the total rentable square footage of all of the Initial Premises and the Additional Premises as if the Contraction Option had not been exercised.  Landlord shall provide Tenant with a detailed statement of the Generator Costs within forty-five (45) days of completion or within ten (10) days of Tenant’s written request, whichever is later.

32.12Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond notice and cure periods and this Lease is in full force and effect, if Landlord defaults in its obligations under this Section 32 (a “Landlord’s Generator Default”), Tenant may claim a Landlord’s Generator Default by written notice to Landlord and to any Mortgagee, as defined in Section 24, holding a first mortgage on the Building (as to which Mortgagee Landlord has, by notice to Tenant, provided an address for notices), and if neither Landlord nor such Mortgagee agrees in writing to cure and commences to cure such Landlord’s Generator Default within thirty (30) days of Landlord’s receipt of Tenant’s claim of a Landlord’s Generator Default, or once commenced and agreed to in writing, neither Landlord nor such Mortgagee continues to diligently pursue such cure, and neither Landlord nor such Mortgagee disputes the validity of the claimed Landlord’s Generator Default by notice to Tenant within ten (10) days of Landlord’s receipt of Tenant’s claim of a Landlord’s Generator Default, then upon the expiration of such thirty-day period following such notice, Tenant shall be entitled to cure such default whereupon Tenant shall have the right to offset the costs of such cure against installments of Rent next coming due hereunder.  In addition to the foregoing, and without regard to the

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existence (or non-existence) of a Landlord default under this Section or elsewhere in the Lease, Tenant shall have the unconditional right to offset against installments of Rent next coming due, and all out-of-pocket attorney’s fees incurred by Tenant in connection with Tenant’s obligation to provide estoppel certificates under the terms and conditions of an SNDA (as defined in Section 24 above) with respect to this Section.

33.Roof Rights

33.01Tenant shall have the right, without the requirement of any additional payments hereunder, as appurtenant to the Premises, exclusively to use space on the roof of the Building for the purpose of installing (in accordance with Section 10), repairing, replacing, servicing, operating and maintaining dishes/antennae or other communication devices and replacements thereof (collectively, the “Dishes/Antennae”) approved by Landlord.  In addition, Tenant shall have access to a conduit with a maximum size of 2 inches running through the existing telephone room on each floor from the 16th floor to the roof of the Building to accommodate the cable from Tenant’s server room to the Dishes/Antennae.  The location of the space on the roof to be used by Tenant shall be the spaces shown on Exhibit C (the “Roof Space”) or if Exhibit C is blank, then in such location as is mutually agreeable to the parties.  Landlord reserves the right to relocate the Roof Space as necessary during the Term so long as such relocations (a) do not materially disrupt Tenant’s operations or (b) are reasonably acceptable to Tenant.  If Tenant requests additional space for Dishes/Antennae and Landlord approves the same, Tenant shall pay to Landlord the standard market rate being charged by Landlord from time to time therefor.  Landlord’s designation shall take into account Tenant’s use of the Dishes/Antennae.  Notwithstanding the foregoing, Tenant’s right to install the Dishes/Antennae shall be subject to the approval rights of Landlord (which approval may incorporate the approval of Landlord’s architect and/or engineer with respect to the plans and specifications of the Dishes/Antennae, the manner in which the Dishes/Antennae are attached to the roof of the Building and the manner in which any cables are run to and from the Dishes/Antennae.  The Dishes/Antennae must be tagged with weatherproof labels showing manufacturer, model, frequency range, and name of Tenant.  In addition, the cable between the Dishes/Antennae and Tenant’s suite must be tagged in the telecom closet on each floor with a label showing Tenant’s name, phone number and suite number.  The precise specifications and a general description of the Dishes/Antennae along with all documents Landlord reasonably requires to review the installation of the Dishes/Antennae (the “Plans and Specifications”) shall be submitted to Landlord for Landlord’s written approval no later than twenty (20) days before Tenant commences to install the Dishes/Antennae.  Tenant shall be solely responsible for obtaining the necessary governmental and regulatory approvals and for the cost of installing, operating, maintaining and removing the Dishes/Antennae.  Tenant shall notify Landlord upon completion of the installation of the Dishes/Antennae.  If Landlord determines that the Dishes/Antennae equipment does not comply with the approved Plans and Specifications or that the Building has been damaged during installation of the Dishes/Antennae or that the installation was defective, Landlord shall notify Tenant of any noncompliance or detected problems and Tenant shall cure the defects within ten (10) days after receipt of such notice.  If the Tenant fails to so cure the defects, Tenant shall pay to Landlord upon demand the reasonable cost, as determined by Landlord, of correcting any defects and repairing any damage to the Building caused by such installation.  If at any time Landlord, in its reasonable discretion, deems it necessary to comply with Law, Tenant shall provide and install, at Tenant’s sole cost and expense, appropriate aesthetic screening, as so necessary, for the Dishes/Antennae (the “Aesthetic Screening”).    Wherever Landlord’s consent is required under this Section 33, such consent shall not be unreasonably withheld, conditioned or delayed for more than 3 days.

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33.02Landlord agrees that Tenant, upon reasonable prior written notice to Landlord (except in the event of an emergency), shall have access to the roof of the Building and the Roof Space for the purpose of installing, maintaining, repairing, removing, securing, testing, operating and replacing the Dishes/Antennae, the appurtenances and the Aesthetic Screening, if any, all of which shall be performed by Tenant or Tenant’s authorized representative or contractors, which shall be approved by Landlord, at Tenant’s sole cost and risk.  It is agreed, however, that only authorized engineers, employees or properly authorized contractors of Tenant, FCC (defined below) inspectors, or persons under their direct supervision will be permitted to have access to the roof of the Building and the Roof Space.  Tenant further agrees to exercise firm control over the people requiring access to the roof of the Building and the Roof Space in order to keep to a minimum the number of people having access to the roof of the Building and the Roof Space and the frequency of their visits.  Except in emergencies, Tenant shall provide Landlord with at least twenty-four (24) hours advance notice prior to accessing the roof of the Building and Roof Space, and Landlord’s representatives may accompany any party to the roof.

33.03It is further understood and agreed that the installation, maintenance, operation and removal of the Dishes/Antennae, the appurtenances and the Aesthetic Screening, if any, is not permitted to damage the Building or the roof thereof.  Tenant agrees to be responsible for any damage caused to the roof or any other part of the Building, which may be caused by Tenant or any of its agents or representatives in the exercise of Tenant’s rights under this Section.

33.04Tenant agrees to install only equipment of types and frequencies which will not cause interference to equipment of Landlord or tenants of the Building.  In the event Tenant’s equipment causes such interference, Tenant will change the frequency on which it transmits and/or receives and take any other steps necessary to eliminate the interference.  If said interference cannot be eliminated within a reasonable period of time, in the judgment of Landlord, then Tenant agrees to cease operation of the Dishes/Antennae until said interference is eliminated.  Landlord agrees to take all reasonable steps to prevent other tenants from subsequently installing equipment of types and frequencies which will cause interference to the Dishes/Antennae installed by Tenant.

33.05Tenant shall, at its sole cost and expense, and at its sole risk, install, operate and maintain the Dishes/Antennae in a good and workmanlike manner, and in compliance with all Building, electric, communication, and safety codes, ordinances, standards, regulations and requirements, now in effect or hereafter promulgated, of the Federal Government, including, without limitation, the Occupational Safety and Health Administration (“OSHA”), the Federal Communications Commission (the “FCC”), the Federal Aviation Administration (“FAA”) or any successor agency of either the FCC or FAA having jurisdiction over radio or telecommunications, and of the commonwealth, city and county in which the Building is located.  Under this Lease, Landlord and its agents assume no responsibility for the licensing, operation and/or maintenance of Tenant’s equipment.  Tenant has the responsibility of carrying out the terms of its FCC license in all respects.  The Dishes/Antennae shall be connected to Landlord’s power supply in strict compliance with all applicable building, electrical, fire and safety codes.   Except as set forth in this Lease, neither Landlord nor its agents shall be liable to Tenant for any stoppages or shortages of electrical power furnished to the Dishes/Antennae or the Roof Space because of any act, omission or requirement of the public utility serving the Building, or the act or omission of any other tenant, invitee or licensee or their respective agents, employees or contractors, or for any other cause beyond the reasonable control of Landlord, and Tenant shall not be entitled to any rental abatement for any such

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stoppage or shortage of electrical power.  Neither Landlord nor its agents shall have any responsibility or liability for the conduct or safety of any of Tenant’s representatives, repair, maintenance and engineering personnel while in or on any part of the Building or the Roof Space.

33.06The Dishes/Antennae, the appurtenances and the Aesthetic Screening, if any, shall remain the personal property of Tenant, and shall be removed by Tenant at its own expense at the expiration or earlier termination of this Lease or Tenant’s right to possession hereunder.  Tenant shall repair any damage caused by such removal, including the patching of any holes to match, as closely as possible, the color surrounding the area where the equipment and appurtenances were attached.  Tenant agrees to maintain all of the Tenant’s Dishes/Antennae, appurtenances and Aesthetic Screening, if any, placed on or about the roof or in any other part of the Building in proper operating condition and maintain the same in satisfactory condition as to appearance and safety as Landlord reasonably requires.  Such maintenance and operation shall be performed in a manner to avoid any interference with any other tenants or Landlord.  Tenant agrees that at all times during the term of this Lease, it will keep the roof of the Building and the Roof Space free of all trash or waste materials produced by Tenant or Tenant’s agents, employees or contractors.

33.07In light of the specialized nature of the Dishes/Antennae, Tenant shall be permitted to utilize the services of its choice for installation, operation, removal and repair of the Dishes/Antennae, the appurtenances and the Aesthetic Screening, if any, subject to the reasonable approval of Landlord.  Notwithstanding the foregoing, Tenant must provide Landlord with prior written notice of any such installation, removal or repair and coordinate such work with Landlord in order to avoid voiding or otherwise adversely affecting any warranties granted to Landlord with respect to the roof.  If necessary, Tenant, at its sole cost and expense, shall retain any contractor having a then existing warranty in effect on the roof to perform such work (to the extent that it involves the roof), or, at Tenant’s option, to perform such work in conjunction with Tenant’s contractor.  In the event the Landlord contemplates roof repairs that could affect Tenant’s Dishes/Antennae, or which may result in an interruption of the Tenant’s telecommunication service, Landlord shall formally notify Tenant at least 60 days in advance (except in cases of an emergency) prior to the commencement of such contemplated work in order to allow Tenant to make other arrangements for such service.  Landlord may relocate the Dishes/Antennae to make emergency roof repairs without notice to Tenant in which event Landlord shall be responsible for the cost of relocating the Dishes/Antennae unless the need to make such emergency roof repairs is a result of the acts or omissions of Tenant, its contractors, or any Tenant Related Parties, in which event Tenant shall be responsible for the cost of relocating the Dishes/Antennae.

33.08Tenant shall have the right to contract with any provider of telecommunication, video, data, cable or related services (“Communication Services”) so long as such provider agrees in writing to comply with the terms of this Section 33.  No access fees shall be paid nor shall any provider charge fees or derive income from any party other than Tenant without the express written agreement of Landlord.  Tenant shall not allow its provider to locate any equipment on the roof of the Building other than in the Roof Space, nor may Tenant allow its provider to use the Roof Space and/or Dishes/Antennae to provide Communication Services to an unaffiliated tenant, occupant or licensee (which shall not include a permitted assignee or sublessee of the Premises) or another building, or to facilitate the provision of Communication Services on behalf of another Communication Services provider to an unaffiliated tenant, occupant or licensee of the Building or any other building, unless Tenant’s

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service provider agrees to enter into a license agreement acceptable to Landlord to service other portions of the Building.

33.09Landlord and Tenant specifically acknowledge and agree that the terms and conditions of Section 15 (Tenant’s Insurance) and Section 16 (Subrogation) shall apply with full force and effect to the Roof Space and any other portions of the roof accessed or utilized by Tenant, its representatives, agents, employees or contractors.

33.10Upon termination of this Lease for an Event of Default, Landlord shall be permitted to remove the Dishes/Antennae, the appurtenances and the Aesthetic Screening, if any, and restore the Building and the Roof Space to the condition that existed prior to the installation of the Dishes/Antennae, the appurtenances and the Aesthetic Screening, if any.  If, pursuant to this Section, Landlord removes the Dishes/Antennae, the appurtenances and the Aesthetic Screening, if any, as a result of such a termination, Tenant shall be liable for all reasonable costs and expenses Landlord incurs in removing the Dishes/Antennae, the appurtenances and the Aesthetic Screening, if any, and repairing any damage to the Building, the roof of the Building and the Roof Space caused by the installation, operation or maintenance of the Dishes/Antennae, the appurtenances, and the Aesthetic Screening, if any.

34.Parking.

34.01During the Term of this Lease and any extension thereof, Tenant (i) shall be entitled to the non-exclusive use of up to one (1) parking space per 2,000 rentable square feet of the Premises (which amount Tenant shall have the option to determine by notice to Landlord within thirty (30) days of the Initial Premises Commencement Date as to the Initial Premises and within thirty (30) days of the Additional Premises Commencement Date as to the Additional Premises) (and for any Expansion Space, Accepted ROFO Premises and ROFR Space as to which Tenant exercises its option to lease, within thirty (30) days of the respective Commencement Date with respect thereto) in the Building’s parking facilities existing as of the Lease Execution Date (the “Parking Facility”), it being agreed that if Tenant makes no election, it shall be deemed to have elected its full parking allotment for the applicable portion of the Premises, subject to the following terms and conditions:

(a)After its initial allotment for each portion of the Premises, upon ninety (90) days’ advance notice, Tenant may elect to reduce from time to time its allotment of parking spaces to a lower number whereupon the monthly parking charges shall be proportionately reduced, in which case Landlord may lease such spaces to others; however, Tenant may from time to time elect to increase its allotment up to the maximum number set forth in Section 34.01 upon ninety (90) days’ advance notice to Landlord whereupon the monthly parking charges shall be proportionately increased.

(b)Tenant shall pay to Landlord, or Landlord’s designated parking operator, the Building’s prevailing monthly parking charges, without deduction or offset, on the first day of each month during the Term of this Lease.  Landlord will notify Tenant upon not less than 30 days’ notice of any increases in the monthly parking charges prior to billing Tenant any increases.  No deductions from the monthly charge shall be made for days on which the Parking Facility is not used by Tenant.

(c)Tenant shall at all times abide by and shall cause each of Tenant’s employees, agents, customers, visitors, invitees, licensees, contractors, assignees and subtenants (collectively, “Tenant’s Parties”) to abide by any rules and regulations (“Rules”) for

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use of the Parking Facility that Landlord or Landlord’s parking operator reasonably establishes from time to time and of which Tenant is provided notice, and otherwise agrees to use the Parking Facility in a safe and lawful manner.  Landlord reserves the right to adopt, modify and enforce the Rules governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system.  Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility.

(d)Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated “first-come, first-served” basis at such times as the Parking Facility is operating on a self-park basis, and shall be valet-assisted on a “first-come, first-served” basis at such times as the Parking Facility is operating on a valet-assisted basis. Landlord reserves the right to assign specific spaces, and to reserve spaces for visitors, small cars, disabled persons or for other tenants or guests, and Tenant shall not park and shall not allow Tenant’s Parties to park in any such assigned or reserved spaces.  Tenant may validate visitor parking by such method as Landlord may approve, at the validation rate from time to time generally applicable to visitor parking.  Tenant acknowledges that the Parking Facility may be temporarily closed entirely from time to time for no longer than seven (7) consecutive days (or partially closed from time to time) in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or renovate the Parking Facility, or if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the operator’s reasonable control.  In the event that the Parking Facility is closed for the foregoing reasons and (i) such closure prevents Tenant from parking in the Parking Facility for two (2) Business Days and (ii) no alternative parking is provided within 1,000 feet of the Building, then Landlord shall provide Tenant with a credit for each space which is so unavailable for the number of days Tenant has been unable to park at the Parking Facility.

(e)Tenant acknowledges that except to the extent caused by the negligence or willful misconduct of Landlord and its agents, employees and contractors, to the fullest extent permitted by Law, Landlord shall have no liability for any damage to property or other items located in the parking areas of the Project (including without limitation, any loss or damage to tenant’s automobile or the contents thereof due to theft, vandalism or accident), nor for any personal injuries or death arising out of the use of the Parking Facility by Tenant or any Tenant’s Parties.  The limitation on Landlord’s liability under the preceding sentence shall not apply however to personal injuries or death and loss or damage arising directly from Landlord’s (including its agents, employees and contractors) negligence or willful misconduct.  Without limiting the foregoing, if Landlord arranges for the parking areas to be operated by an independent contractor not affiliated with Landlord, Tenant acknowledges that Landlord shall have no liability for claims arising through acts or omissions of such independent contractor.  Tenant agrees to look first to its insurance carrier for payment of any property losses sustained in connection with any use of the Parking Facility.

(f)Tenant’s right to park as described in this Section 34 is exclusive to Tenant and Tenant’s permitted assignees and subtenants pursuant to Section 12 of this Lease and shall not pass to any other assignee or sublessee without the express written consent of Landlord.  Such consent is at the reasonable discretion of the Landlord.

(g)In the event any surcharge or regulatory fee is at any time imposed by any governmental authority with reference to parking, Tenant shall (commencing after two (2) weeks’ notice to Tenant) pay, per parking space, such surcharge or regulatory fee to Landlord in advance on the first day of each calendar month concurrently with the month installment of rent

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due under this Lease.  Landlord will enforce any surcharge or fee in an equitable manner amongst the Building tenants.

34.02If Tenant violates any of the terms and conditions of this Section 34, the Landlord or operator of the Parking Facility, if any, shall have the right to remove from the Parking Facility any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such violation, without liability therefor whatsoever, but otherwise in accordance with all Law which is applicable to such removal.

35.Signage.

Tenant shall have the right, during the Term of this Lease, to use up to Tenant’s Pro Rata Share of the Building directory to list the name of Tenant, subtenants or assignees permitted to occupy the Premises pursuant to Section 12, and up to twenty (20) names of partners and employees of any of the foregoing.  Any modification to the initial listings shall be at Tenant’s cost and expense.  Tenant shall also have the right to install and maintain, at Tenant’s cost, company identification in each of the elevator lobbies of each floor of the Premises and directional signage on partial floors.

36.Miscellaneous.

36.01This Lease shall be interpreted and enforced in accordance with the Law of the state or commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue of such state or commonwealth.  If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities, and requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities.  Notices to any one person or entity shall be deemed to have been given to all persons and entities.  Each party represents and warrants to the other, and agrees, that each individual executing this Lease on its behalf is authorized to do so on its behalf and that the entity(ies) or individual(s) constituting Tenant or Landlord, as applicable, or which may own or control Tenant or Landlord, as applicable, or which may be owned or controlled by Tenant or Landlord, as applicable, are not and at no time will be (i) in violation of any Law relating to terrorism or money laundering, or (ii) among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf or any replacement website or other replacement official publication of such list.

36.02If Landlord retains an attorney or institutes legal proceedings due to Tenant’s failure to pay Rent when due, then Tenant shall be required to pay Additional Rent in an amount equal to the reasonable attorneys’ fees and costs actually incurred by Landlord in connection therewith.  Notwithstanding the foregoing, in any action or proceeding between Landlord and Tenant, including any appellate or alternative dispute resolution proceeding, the prevailing party shall be entitled to recover from the non-prevailing party all of its costs and expenses in connection therewith, including, but not limited to, reasonable attorneys’ fees actually incurred.  Landlord and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease.  No failure by either party to declare a default immediately upon its occurrence, nor any delay by either party in taking action for a default, nor Landlord’s

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acceptance of Rent with knowledge of a default by Tenant, shall constitute a waiver of the default, nor shall it constitute an estoppel.

36.03Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant (other than the payment of the Security Deposit or Rent), the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, pandemics, civil disturbances and other causes beyond the reasonable control of the performing party (“Force Majeure”), including without limitation, as set forth in Section 3.04, provided that the foregoing shall not apply to extend the time periods in Section 8.03 or Section 17 or in connection with any occurrence that would otherwise be considered a Landlord Delay.

36.04Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and Property.  Upon transfer, Landlord shall be released from any further obligations hereunder and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations, provided that any successor pursuant to a voluntary, third party transfer (but not as part of an involuntary transfer resulting from a foreclosure or deed in lieu thereof) shall have assumed Landlord’s obligations under this Lease.

36.05Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only and the delivery of it does not constitute an offer to Tenant or an option. Landlord and Tenant each represent to the other that it has dealt directly with and only with the Broker (described in Section 1.10) as a broker, agent or finder in connection with this Lease.  Tenant shall indemnify and hold Landlord and the Landlord Related Parties harmless from all claims of any other brokers, agents or finders claiming to have represented Tenant in connection with this Lease. Landlord shall indemnify and hold Tenant and the Tenant Related Parties harmless from all claims of any brokers, agents or finders claiming to have represented Landlord in connection with this Lease.  Equity Office Properties Management Corp., or such other entity affiliated with Equity Office Properties Management Corp. that is involved in the negotiation of this Lease (each referred to as “EOPMC”), represents only the Landlord in this transaction.  Any assistance rendered by any agent or employee of EOPMC in connection with this Lease or any subsequent amendment or modification or any other document related hereto has been or will be made as an accommodation to Tenant solely in furtherance of consummating the transaction on behalf of Landlord, and not as agent for Tenant. Landlord shall be responsible for any commission due to the Broker but only if and when (a) this Lease is fully executed and (b) such amount is otherwise due under any written agreement between Landlord and the Broker.

36.06Time is of the essence with respect to Tenant’s exercise of any expansion, renewal or extension rights granted to Tenant. The expiration of the Term, whether by lapse of time, termination or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or termination of this Lease.

36.07Tenant may peacefully have, hold and enjoy the Premises, subject to the terms of this Lease, provided Tenant pays the Rent and fully performs all of its covenants and agreements.  This covenant shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the Building.

36.08This Lease does not grant any rights to light or air over or about the Building.  Landlord excepts and reserves exclusively to itself any and all rights not specifically

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granted to Tenant under this Lease.   Landlord reserves the right to make changes to the Property, Building and Common Areas as Landlord deems appropriate so long as the same does not prevent access to the Premises, materially adversely affect the Premises, or modify Common Areas in a manner which is not common in reasonably comparable buildings in the Financial District of Boston.  This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the Premises, including all lease proposals, letters of intent and other documents.  Neither party is relying upon any warranty, statement or representation not contained in this Lease.  This Lease may be modified only by a written agreement signed by an authorized representative of Landlord and Tenant.

36.09Submission of this Lease by Landlord is not an offer to enter into this Lease but rather is a solicitation for such an offer by Tenant.  Neither party shall be bound by this Lease until Landlord and Tenant have executed the same and a fully executed counterpart of this Lease has been delivered to Landlord and Tenant.  .

36.10If Landlord is advised by its counsel at any time that any part of the payments by Tenant to Landlord under this Lease may be characterized as unrelated business income under the United States Internal Revenue Code and its regulations, then Tenant shall enter into any amendment proposed by Landlord to avoid such income, so long as the amendment does not require Tenant to make more payments or accept fewer services from Landlord, than this Lease provides or adversely affect Tenant in any way.

36.11This Lease may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are furnished a copy or copies thereof reflecting the signature of all parties.  Transmission of a facsimile or by email of a pdf copy of the signed counterpart of this Lease shall be deemed the equivalent of the delivery of the original, and any party so delivering a facsimile or pdf copy of the signed counterpart of this Lease by email transmission shall in all events deliver to the other party an original signature promptly upon request.

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Landlord and Tenant have executed this Lease under seal in two or more counterparts as of the day and year first above written.

LANDLORD:

MA-100 HIGH STREET, L.L.C., a Delaware limited liability company

By:

Name:

Title:

TENANT:

INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation

By:

Name:

Title:

By:

Name:

Title:

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EXHIBIT A-1

OUTLINE AND LOCATION OF THE 16th FLOOR

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

A-1-1

EXHIBIT A-2

OUTLINE AND LOCATION OF THE 17TH FLOOR

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

A-2-1

EXHIBIT A-3

OUTLINE AND LOCATION OF THE DATA CENTER

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

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EXHIBIT A-4

OUTLINE AND LOCATION OF THE 15TH AND 18TH FLOORS

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

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EXHIBIT A-5

OUTLINE AND LOCATION OF THE 18TH AND 19TH FLOORS

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

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EXHIBIT A-6

TENANT’S PROPOSED ALTERATION LAYOUT ON 16TH FLOOR

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

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EXHIBIT B

EXPENSES AND TAXES

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

1.Payments.

1.01 Commencing on the applicable Rent Commencement Date, Tenant shall pay (i) Tenant’s Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term but after the Rent Commencement Date exceed Expenses for the Base Year (the “Expense Excess”) and (ii) the amount, if any, by which Taxes Allocable to the Premises (defined below) for each Fiscal Year during the Term but after the Rent Commencement Date exceed Taxes Allocable to the Premises for the Base Year (the “Tax Excess”).  If Expenses or Taxes Allocable to the Premises in any calendar year or Fiscal Year (as applicable) decrease below the amount of Expenses or Taxes Allocable to the Premises for the Base Year (as applicable), Tenant’s Pro Rata Share of Expenses or the Taxes Allocable to the Premises, as the case may be, for that calendar year or Fiscal Year shall be $0.  Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year or Fiscal Year during the Term.  On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the Expense Excess plus one-twelfth of Landlord’s estimate of the Tax Excess.  If Landlord determines that its good faith estimate of the Expense Excess or of the Tax Excess was incorrect by a material amount, Landlord may provide Tenant with a revised estimate.  After its receipt of a revised estimate, Tenant’s monthly payments shall be based upon the revised estimate (provided, Tenant shall be entitled to at least 30 days notice of any revision in order to reflect the change in payment amount internally).  If Landlord does not provide Tenant with an estimate of the Expense Excess or the Tax Excess by the first day of a calendar year or Fiscal Year, as the case may be, Tenant shall continue to pay monthly installments based on the previous year’s estimate(s) until Landlord provides Tenant with the new estimate.  Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the previous year’s estimate.  Any overpayment shall be refunded to Tenant within 30 days or credited against the next due future installment(s) of Additional Rent.

1.02 As soon as is practical following the end of each calendar year or Fiscal Year and, in all events, shall provide the same within twelve (12) months from the end of such calendar year or Fiscal Year, it being agreed that Landlord shall use commercially reasonable efforts to do so within six (6) months from the end of such calendar year or Fiscal Year, as the case may be, Landlord shall furnish Tenant with a reasonably detailed statement of the actual Expenses and Expense Excess and the actual Taxes Allocable to the Premises and Tax Excess for the prior calendar year or Fiscal Year, as the case may be.  If the estimated Expense Excess or estimated Tax Excess for the prior calendar year or Fiscal Year, as the case may be, is more

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than the actual Expense Excess or actual Tax Excess for the prior calendar year or Fiscal Year, as the case may be, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due.  If the estimated Expense Excess or estimated Tax Excess for the prior calendar year or Fiscal Year, as the case may be, is less than the actual Expense Excess or actual Tax Excess, for such prior calendar year or Fiscal Year, as the case may be, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes Allocable to the Premises, any underpayment for the prior calendar year or Fiscal Year, as the case may be.

1.03  For any partial calendar year as to Expenses or Fiscal Year as to Taxes Allocable to the Premises after the Rent Commencement Date within the Term, Tenant’s Pro Rata Share of any Expense Excess or the Tax Excess shall be pro rated on the basis of a 365-day year by computing Tenant’s Pro Rata Share of such amount of Expenses or the amount of Taxes Allocable to the Premises, as the case may be, for the entire year and then pro rating such amount for the number of days the Term was in effect during said year.

2.  Expenses.

2.01  “Expenses” means all costs and expenses incurred in each calendar year in a manner consistently applied in connection with operating, maintaining, repairing, and managing the Building and the Property.  Expenses include, without limitation: (a)  all labor and labor related costs, including wages, salaries, bonuses, taxes, insurance, uniforms, training, retirement plans, pension plans and other employee benefits; (b) management fees in an amount not to exceed 3% of the gross revenues from the Building and the Property with the stipulation that the management fee percentage in each subsequent year shall not be greater than the management fee percentage established for the Base Year; (c) the cost of equipping, staffing and operating an on-site and/or off-site management office for the Building, provided if the management office services one or more other buildings or properties, the shared costs and expenses of equipping, staffing and operating such management office(s) shall be equitably prorated and apportioned between the Building and the other buildings or properties; (d) accounting costs; (e) the cost of services; (f) rental and purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and deductibles; (h) electricity, gas and other utility costs; (i) Common Area Charges (as defined below) to the extent such charges cover costs that are otherwise included in this Section 2.01; and (j) the amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) which are:  (1) performed to reduce current or future Expenses; or (2) required to comply with any Law that is enacted, or first interpreted by a governmental authority or court to apply to the Property, after the Lease Execution Date.  Subject to the foregoing limitation, the cost of capital improvements shall be amortized on a yearly basis to the extent of the actual savings generated by this capital expenditure and the cost of capital improvements required by Law as aforesaid shall be amortized over the useful life of the capital improvement as reasonably determined by the Landlord.  The amortized cost of capital improvements may, at Landlord’s option, include actual interest at the rate that Landlord is required to pay to finance the cost of the capital improvement.  If Landlord incurs Expenses for the Building or Property together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Building and Property and the other buildings or properties.

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2.02  Common Area Charges.  Whereas the Building is part of the 150 Federal Street Condominium (the “Condominium”) created by Master Deed dated September 30, 1988 and recorded with the Suffolk County Registry of Deeds (the “Registry”) in Book 15066, Page 201 (the “Master Deed”), Common Charges (and Special Common Charges benefitting the Units of which the Premises are a part) as such terms are defined in the By-Laws of the Association dated September 30, 1988 and recorded with the Registry in Book 15067, Page 1, as the same may be amended from time to time (the “By-Laws”).

2.03  Expenses shall not include: the cost of capital improvements (except as set forth above); depreciation; principal payments of mortgage and other non-operating debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; costs in connection with leasing space in the Building, including brokerage commissions; lease concessions, rental abatements and construction allowances granted to specific tenants; costs incurred in connection with the sale, financing or refinancing of the Building; fines, interest and penalties incurred due to the late payment of Taxes or Expenses; organizational expenses associated with the creation and operation of the entity which constitutes Landlord; any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases;

wages, salaries, fees, and fringe benefits (“Labor Costs”) paid to executive personnel or officers or partners or other corporate personnel of Landlord, except that if such individuals provide services directly related to the operation, maintenance or ownership of the Building (as opposed to services relating to the general overhead of Landlord) which, if provided directly by a property manager or its general support staff, would normally be chargeable as an operating expense of a comparable office Building, then an appropriate pro rata share of the Labor Costs of such individuals that is reflective of the extent to which such individuals are providing such services to the Building may be included in Expenses;

leasehold improvements, alterations and decorations which are made in connection with the preparation of any portion of the Property for occupancy by a new tenant;

costs incurred in connection with the making of repairs or replacements which are the obligation of another tenant or occupant of the Property;

advertising, marketing, promotional, and public relations fees, commissions or expenditures;

costs (including, without limitation, attorneys’ fees and disbursements) incurred in connection with any judgment, settlement or arbitration award resulting from any tort liability;

rent or other charges payable under any ground or underlying lease;

costs of any item which are reimbursed to Landlord by other tenants or third parties or which are properly chargeable or attributable to a particular tenant or particular tenants;

any utility or other service used or consumed in the premises leased or leasable to any tenant or occupant, including, without limitation, gas, electricity, water, and sewer, if Tenant’s use or consumption of such utility or other services is separately metered or sub-metered at the Premises or Tenant is charged a separate amount therefor;

costs incurred in connection with Landlord’s preparation, negotiation, dispute resolution and/or enforcement of leases, including court costs and attorneys’ fees and disbursements in connection with any summary proceeding to dispossess any tenant or incurred in connection with disputes with prospective tenants, employees, consultants, management agents, leasing agents, purchasers or mortgagees;

costs of any expansions of the Property or the Building;

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costs of repairs, restoration or replacements occasioned by fire or other casualty or caused by the exercise of the right of eminent domain, whether or not insurance proceeds or condemnation award proceeds are recovered or adequate for such purposes;

cost to make improvements, alterations and additions to the Property which are required in order to render the same in compliance with laws, rules, orders regulations and/or directives existing as of the Lease Execution Date;

amounts paid to subsidiaries or affiliates of Landlord for goods and/or services rendered to the Property to the extent such amounts exceed the fair market costs for delivery of such services were they not provided by such related parties;

the cost of installing, operating and maintaining any specialty facility (including, but not limited to parking facilities) or commercial concession operated by Landlord;

compensation paid to employees or other persons in connection with commercial concessions operated by Landlord;

costs related to maintaining Landlord’s existence, either as a corporation, partnership, or other entity (by example these costs shall include, but not be limited to tax return preparation, filing costs, legal costs);

costs of audited financial statements if these are required by an agreement between Landlord and another party, which shall include , but not be limited to a lender, partner or ground lessor;

costs related to events for the Building tenants including, but not limited to parties, holiday gifts and tenants welcoming gifts;

costs arising from Landlord’s charitable or political contributions;

costs for reserves of any kind;

costs associated with the Parking Facility; and

other than ordinary or routine cleanup or maintenance costs, costs incurred in connection with any environmental monitoring, compliance, testing and remediation, including, but not limited to, clean-up, response action or remediation on, in, under or about the Property and/or the Building, including but not limited to costs and expenses associated with the defense, administration, settlement, monitoring or management thereof and the cost of replacing and retrofitting the HVAC system to comply with Law enacted prior to the date hereof that regulate or prohibit the use or release of chlorofluorocarbons (CFCs) or hydrochlorofluorocarbons (HCFCs).

2.03  If at any time during a calendar year the Building is not at least 100% occupied or Landlord is not supplying services to at least 100% of the total Rentable Square Footage of the Building, Expenses which vary based on the level of occupancy shall be determined as if the Building had been 100% occupied and Landlord had been supplying services to 100% of the Rentable Square Footage of the Building during that calendar year.  Expenses for the Base Year shall also be determined in such manner. The extrapolation of Expenses under this Section shall be performed in accordance with the methodology specified by the Building Owners and Managers Association.

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3.  Taxes.

3.01  “Taxes Allocable to the Premises” shall mean the sum of (i) to the extent the Premises include all of the rentable floor area of any one or more Unit(s), the Taxes (as defined below) relating to such Unit(s); plus (ii) to the extent the Premises include less than all of the rentable floor area in any one or more Unit(s), a proportionate share of the Taxes relating to each such Unit, determined by multiplying the Taxes relating to such Unit by a fraction, the numerator of which is the rentable floor area of that portion of the Premises situated within such Unit and the denominator of which is the total rentable floor area of such Unit; plus (iii) any increase in real estate taxes on the Building (or the Unit, as the case may be) which result from any alteration, addition or improvement to the Premises performed by or for Tenant, excluding any increase in real estate taxes on the Building (or the Unit, as the case may be) which result from any alteration, addition or improvement performed by or for another tenant located in the Building.  Tenant acknowledges that Landlord is currently investigating the merits of collapsing the existing condominium structure of the Building.  In the event Landlord elects to collapse the existing condominium structure of the Building, Tenant agrees to work with Landlord in good faith to agree upon the terms and conditions of an amendment to this Lease that would revise the manner in which Taxes Allocable to the Premises would be calculated.  Specifically, such amendment would revise the current method of calculation so that, on a going forward basis, Tenant would pay for its Pro Rata Share of the total Taxes for the entire Building (as opposed to Landlord’s Units).  Notwithstanding Tenant’s agreement to work with Landlord in good faith as set forth above, it is understood and agreed that Tenant shall be under no obligation to enter in an amendment that (in Tenant’s good faith judgment) would require Tenant to pay more taxes than it would otherwise be required to pay had Tenant not entered into the amendment and had Landlord not collapsed the condominium structure of the Building.

3.02  “Taxes” shall mean:  (a) all real property taxes and other assessments on the Building and/or Property, including, but not limited to, gross receipts taxes, assessments for special improvement districts and building improvement districts, governmental charges, fees and assessments for police, fire, traffic mitigation or other governmental service of purported benefit to the Property, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property; (b) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property; and (c) all reasonable costs and fees incurred in connection with seeking reductions in any tax liabilities described in (a) and (b), including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities which reasonable costs and fees may include contingency fees.  Without limitation, Taxes shall not include any income, capital levy, transfer, capital stock, gift, estate or inheritance tax or penalties or interest for the late payment of Taxes.  The amount of special assessments included in Taxes shall be limited to the amount of the installment (plus any interest, other than penalty interest, payable thereon) of such special tax or special assessment required to be paid during the Fiscal Year in respect of which such Taxes are being determined. If a change in Taxes is obtained for any year of the Term during which Tenant paid any Tax Excess, then Taxes Allocable to the Premises for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment.  Likewise, if a change is obtained for Taxes Allocable to the Premises for the Base Year, Taxes Allocable to the Premises for the Base Year shall be restated and the Tax Excess for all subsequent years shall be recomputed.  Tenant shall pay Landlord the amount of any such increase in the Tax Excess within 30 days after Tenant’s receipt of a statement from Landlord which shall include a copy of all bills for Taxes with respect to such Fiscal Year.

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4.  Audit Rights.  Within one hundred twenty (120) days after receiving Landlord’s detailed statement of Expenses and/or Taxes (or, with respect to the Base Year Expenses or Taxes, within one hundred twenty (120) days after receiving Landlord’s initial detailed statement of Expenses or Taxes for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year and/or Taxes for the Fiscal Year (or Base Year, as applicable) to which the statement applies, and within 60 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”).  Within a reasonable time after Landlord’s receipt of a timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord shall forward to Tenant, or make available for inspection on site at such location in a major U.S. city, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant or Tenant’s agent to conduct its review of the information appropriately identified in the Request for Information.  Within 90 days after any particular records are made available to Tenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses or Taxes for that year which relates to the records that have been made available to Tenant.  If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice.  If Landlord and Tenant determine that Expenses or Taxes for the applicable year are less than reported (or if Tenant’s Pro Rata Share of Expenses or the Taxes Allocable to the Premises has been incorrectly determined), Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant (continuing monthly until Tenant has been credited the full amount of the overpayment).  Likewise, if Landlord and Tenant determine that Expenses or Taxes for the applicable year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days.  If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year.  If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to the expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year.  In the event Landlord’s calculation of the Expenses or Taxes for any year (or Tenant’s Pro Rata Share of Expenses or the Taxes Allocable to the Premises) is overstated in excess of five percent (5%), Landlord shall also reimburse Tenant for all reasonable costs in its review of the supporting documentation, including accountants’ and attorneys’ fees.  Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any statement, unless Tenant provides written notice to Landlord within the time period set forth above disputing the compilation of cost as prepared by Landlord and Landlord and Tenant are unable to resolve such dispute within sixty (60) days of such notice, in which event either party may refer the claim to an independent accounting firm (the “IAC”) reasonably acceptable to both Landlord and Tenant on terms that are mutually agreeable.  The decision of the IAC shall be conclusive and binding on both parties including the allocation of costs to be reimbursed by the parties as decided by the IAC.  Should Landlord and Tenant be unable to agree on an IAC and the terms of engagement of same within thirty (30) days of the initial presentation to Landlord, then either party may so notify the

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President of the Boston Bar Association (or such organization as may succeed to said Boston Bar Association) and request him or her to designate an IAC and request that such designation be made within ten (10) days of such notice.

If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located.  Subject to reimbursement to the extent noted above, Tenant shall initially be solely responsible for all costs, expenses and fees incurred for the audit, which fees cannot be based in whole or in part on a contingency basis.  The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing.  In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

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EXHIBIT C

OUTLINE AND LOCATION OF THE ROOF SPACE

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

[To the extent a plan is not attached, the same will be attached after the execution of this Lease upon the mutual agreement of the parties.]

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EXHIBIT D

COMMENCEMENT LETTER

(EXAMPLE)

Date

Tenant

Address

Re:Commencement Letter with respect to that certain Lease dated as of                     , 20      , by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company, as Landlord, and                                                                     , as Tenant, for                  rentable square feet on the                  floor of the Building located at 100 High Street, Boston, Massachusetts 02110.

Lease Id:

Business Unit Number:

Dear                                           :

In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and acknowledges:

1.The Commencement Date of the Lease is                                                 ;

2.The Termination Date of the Lease is                                                         .

Please acknowledge the foregoing and your acceptance of possession by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention.  Tenant’s failure to execute and return this letter, or to provide written objection to the statements contained in this letter, within 30 days after the date of this letter shall be deemed an approval by Tenant of the statements contained herein.

Sincerely,

Authorized Signatory

Acknowledged and Accepted:

Tenant:

By:

Name:

Title:

Date:

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EXHIBIT E

BUILDING RULES AND REGULATIONS

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities (if any), the Property and the appurtenances.  In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control.

1.Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises.  No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas.  At no time shall Tenant permit Tenant’s employees to loiter in Common Areas or elsewhere about the Building or Property.

2.Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances.

3.No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord.  All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant’s cost and expense, using the standard graphics for the Building.

4.Landlord, at its expense, shall provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants (including the signage required under Section 35 of this Lease) and no other directory shall be permitted unless previously consented to by Landlord in writing.

5.Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld, and Landlord shall have the right at all times to retain and use keys or other access codes or devices to all locks within and into the Premises, provided any entry into the Premises shall be strictly in accordance with the terms of this Lease.  A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant’s cost and Tenant shall not make any duplicate keys.  All keys shall be returned to Landlord at the expiration or early termination of the Lease. Tenant shall have the right to install a key card access system in the Premises so long as (1) access key cards are provided to Landlord and (2) such system is compatible with Landlord’s Building security system.

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6.All contractors, contractor’s representatives and installation technicians performing work in the Building shall be subject to Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed and shall be required to comply with Landlord’s standard rules, regulations, policies and procedures, which may be revised from time to time.

7.Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be performed in a manner and restricted to hours reasonably designated by Landlord, which are currently 6:00 p.m. to 7:00 a.m. on Business Days.  Tenant shall obtain Landlord’s prior approval by providing a detailed listing of the activity, including the names of any contractors, vendors or delivery companies, which approval shall not be unreasonably withheld, conditioned or delayed.  Tenant shall assume all risk for damage, injury or loss in connection with the activity subject to the terms of this Lease.

8.Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises, which approval shall not be unreasonably withheld, conditioned or delayed; provided that approval by Landlord shall not relieve Tenant from liability for any damage in connection with such heavy equipment or articles in accordance with the terms of this Lease.

9.Corridor doors, when not in use, shall be kept closed.

10.Tenant shall not:  (a) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons having business with them; (b) solicit business or distribute or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (c) conduct or permit other activities in the Building that might, in Landlord’s sole opinion, constitute a nuisance.

11.No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Premises.

12.No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Property, except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with all Law which is applicable to the use of such substances.  Tenant shall not, without Landlord’s prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq., M.G.L. c. 21C, M.G.L. c. 21E or any other applicable environmental Law which may now or later be in effect, except for those substances as are typically found in a similar premises used for general office purposes and are being used by Tenant in a safe manner in compliance with all Law.  Tenant shall comply with all Law pertaining to and governing the use of these materials by Tenant and shall remain solely liable for the costs of abatement and removal.

13.Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premises or the Building. Tenant shall not use, or permit any part of the Premises to be used for lodging, sleeping or for any illegal purpose.

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14.Tenant shall not knowingly take any action which would violate Landlord’s labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and privileges of any person lawfully in the Building (“Labor Disruption”) and shall cease such action immediately upon knowledge thereof.  Tenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume.  Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties nor shall the Commencement Date of the Term be extended as a result of the above actions.

15.[Intentionally deleted.]

16.Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant’s employees and invitees.

17.Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord.  Landlord shall maintain a bicycle storage area on the Property at all times during the Term, which area may be relocated from time to time.

18.Landlord may from time to time adopt systems and procedures for the security and safety of the Building and Property, their occupants, entry, use and contents.  Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord’s systems and procedures.

19.Landlord shall have the right to prohibit the use of the name of the Building in a manner that in Landlord’s sole opinion may impair the reputation of the Building or its desirability.  Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity immediately.

20.Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke inside or on the walkways outside the Building.

21.Subject to Tenant’s approval, which shall not be unreasonably withheld, Landlord shall have the right to change standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance.  It shall be unreasonable for Tenant to withhold its approval for a change that affects substantially all of the Building.  Any such change shall be at Landlord’s sole cost and expense.  Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun.

22.Deliveries to and from the Premises shall be made only at the times in the areas and through the entrances and exits reasonably designated by Landlord.  Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business practice.

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23.The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time.  Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service.

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EXHIBIT F

ADDITIONAL PROVISIONS

[Intentionally Deleted.]

F-1

EXHIBIT G

FORM OF NOTICE OF LEASE

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

NOTICE OF LEASE

Notice is hereby given pursuant to Massachusetts General Laws, Chapter 183, Section 4 of the following lease:

1.Landlord:	MA-100 HIGH STREET, L.L.C., a Delaware limited liability company
2.Tenant:	[insert name of tenant as shown in lease]
3.Date of Lease:	,         .
4.Premises:	[describe premises as described in lease, e.g.,”                rentable square feet of space as more particularly described in the Lease on the            floor of the building known as and numbered 100 High Street, Boston, Massachusetts, and more particularly described on Exhibit A attached hereto”].
5.[Initial] Lease Term:	[insert lease term without extensions; if there are no extensions, delete “Initial”].
6.Extension Rights:	[insert extension options, e.g., “Two (2) options to extend the term for five (5) years each, on the terms and conditions provided for by the Lease.”  If there are no extension rights, delete #6].
7.Expansion Rights	Tenant has certain rights to lease additional portions of the Building on floors between          and         , all upon and subject to certain terms and conditions contained in the Lease.

The foregoing is a summary of certain terms of the Lease for purposes of giving notice thereof, and shall not be deemed to modify or amend the terms of the Lease.

[For Landlord’s title, see deed of                                          to Landlord dated                       ,          recorded with the                           Registry of Deeds in Book         , Page       ].

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This Notice is executed under seal this        day of                                       ,               .

LANDLORD: [insert name of landlord]

By:

Name:

Title:

TENANT: [insert name of tenant]

By:

Name:

Title:

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THE COMMONWEALTH OF MASSACHUSETTS

                          , ss.

On this        day of                        20      , before me, the undersigned notary public, personally appeared                                           , proved to me through satisfactory evidence of identification, which was o photographic identification with signature issued by a federal or state governmental agency, o oath or affirmation of a credible witness, o personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document(s), and acknowledged to me that (he)(she) signed it voluntarily for its stated purpose. (as partner for             partnership) (as          of                 corporation), (as          of          limited liability company), (as attorney in fact for                              ).

Notary Public:                                                                       

My Commission Expires:                                                      

THE COMMONWEALTH OF MASSACHUSETTS

                          , ss.

On this        day of                        20      , before me, the undersigned notary public, personally appeared                       , proved to me through satisfactory evidence of identification, which was o photographic identification with signature issued by a federal or state governmental agency, o oath or affirmation of a credible witness, o personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document(s), and acknowledged to me that (he)(she) signed it voluntarily for its stated purpose. (as partner for             partnership) (as          of                 corporation), (as          of          limited liability company), (as attorney in fact for                              ).

Notary Public:                                                                       

My Commission Expires:                                                      

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EXHIBIT A

DESCRIPTION OF THE PREMISES

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EXHIBIT H

DEFINITION OF SHELL CONDITION

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

DEFINITION OF SHELL CONDITION

Landlord, at its sole expense, will deliver the premises in “Shell Condition”.  The following outline shall define the “Shell Condition”, to be completed and paid by the Landlord prior to delivering the premises to Tenant’s contractor for construction:

·Deliver to the premises “Certified” or new VAV boxes at a ratio of one VAV box per 1,000 square feet of rentable area, duct work (high & medium pressure).  All VAV Boxes shall include controls, dampers, motors & heat coils for perimeter boxes.

·Install building standard blinds throughout the premises.

·Remove all existing floor coverings, including all carpeting, carpet pads, stone, wood and VCT tile.

·Floors shall be delivered leveled, clean swept and free of all architectural finishes including, but not limited to, nails, glue, carpet and other adhesives, floor tile, metal stud track, etc. and ready for carpet.

·Seal all penetrations in the core walls.  Seal all floor penetrations and patch in accordance with existing code requirements.

·Remove all existing partitions.

·Remove all existing tenant doors, frames and hardware units.

·Remove all millwork.

·Remove all existing ceilings and ceiling suspension systems.

·Remove all existing tenant telephone and data cables, conduits, junction boxes, panels and backboards.

·Remove all existing office lighting fixtures, emergency light fixtures, exit lights and switches.

·Remove all existing tenant telephone and data cables located overhead and under the floor cable systems, conduit, junction boxes, panels and backboards.

·Remove all existing electrical, telephone and data outlets in partitions scheduled for demolition.

·Install sprinkler heads and branch lines.

·Install fire alarm system and devices to meet all local, state and American Disabilities Act (ADA) requirements.  Base building systems (including, without limitation, the Base Building electrical riser closets), Common Areas, and all Existing Bathrooms, as defined in Section 3.02 of this Lease to be delivered in a condition which does not constitute an Existing Bathroom Landlord Delay, as defined in Section 3.02 of this Lease, it being acknowledged that Landlord shall have the right to apply for variances in which case compliance with such variance shall be sufficient but any delay associated with Landlord’s pursuit of the variance

H-1

shall be considered an Existing Bathroom Landlord Delay if the same prevents Tenant from obtaining a certificate of occupancy for the Premises; however, if Landlord’s pursuit of such variance delays Tenant’s Initial Alterations, such delay shall constitute a Landlord Delay as per Section 4.10 of this Lease.

·Provide for Tenant distribution 480v HVAC panel(s), 277v lighting panel(s), 120v power panel(s) and a 45 — 75KVA K rated transformer.

·Electrical service of 10 watts per square foot ready for Tenant’s electrical contractor to begin distribution.

·Exterior walls will be insulated, dry walled, taped and ready for paint.

·Columns framed, dry walled and ready for paint.

·All hazardous materials removed, Landlord to provide documentation regarding any hazardous materials.

·Ancillary spaces such as mechanical room, electrical room, janitor closet and telecommunications room will be provided by the Landlord and shall be in compliance with current Law even if the need for compliance arises solely because of Tenant’s construction of the Initial Alterations; however, if any element of the Initial Alterations is in violation of Law, Tenant, and not Landlord, shall be responsible to cure such violation.

·Plumbing riser installed to Tenant premises.

DEFINITION OF SHELL CONDITION

Landlord, at its expense, will deliver the premises in “Shell Condition”.  The following outline shall define the “Shell Condition”, to be completed and paid by the Landlord (i.e., those items marked “X” in Landlord column) prior to delivering the premises to Tenant’s contractor for construction (it being acknowledged that the following line items may be satisfied by as is condition if such items are in place as of the Lease Execution Date):

Architectural/Construction	Landlord	Tenant
Concrete Floor (leveled) in Tenant Area (1/4” every 12’ non contiguous)	X
Concrete Floors in Mech/Elec/Tel/Jan	X
Gypsum Board partitions (taped & spackled) and ready for paint	X
·Perimeter (including columns & soffits)	X
·Columns (interior) sheet rocked (taped and spackled)	X
·Core	X
·Common Corridors (Note: although not specifically listed, Tenant shall be responsible for all work in common corridors if Contraction results in a partial floor as per Section 27 of this Lease.)		X
·Tenant Demising Partitions		X
Toilet Rooms (all finishes)	X
MEP Rooms (all finishes)	X
Exit Stairs (all finishes to building standards)	X
Janitor Closets (all finishes)	X
Elevator Lobby Finishes, Multi-Tenant Floors	X
Elevator Lobby Finishes, Single-Tenant Floors		X
Exterior Windows and Sills	X
Exterior Building Standard Blinds	X

H-2

Painting/Wall covering
Tenant Area		X
Ceiling System (grid & tile except where noted)
* Toilet Rooms	X
* Tenant Area		X
* MEP Rooms	X
* Janitors Closets	X
* Elevator Lobby-Multi-Tenant Floors	X
* Elevator Lobby-Single-Tenant Floors		X
* Grid, Common Areas	X
* ACT, Tenant Areas		X
Floor Covering w/ Base
* Tenant Area		X
* Tenant floor leveled and ready for flooring	X
* Elevator Lobby – Multi-Tenant Floors	X
* Elevator Lobby – Single-Tenant Floors		X
*Window Coverings, Blinds	X
Doors & Hardware
* Core	X
* Tenant Area		X
Mullion Adapters		X
ADA Code Requirements
* Site	X
* Building Entries	X
* Main Lobby	X
* Elevators	X
* Exit Stairs	X
* Toilet Rooms in Core (but only to the extent preventing certificate of occupancy from being issued)	X
* Tenant Area		X
Interior Signage
* Building Directories	X
* Core Areas	X
* One (1) Building Standard Suite Entry per Tenant	N/A
ELECTRICAL
Incoming Service – 10 Watts per RSF demand load including HVAC requirements	X
Switchgear (to be shared proportionately for multi-tenant floors)	X
Buss Duct Riser (200 amps per floor) (to be shared proportionately for multi-tenant floors)	X
Distribution to Closets (1 closet per floor)
* Low Voltage Panels	X
* High Voltage Panels	X
* Transformer (1 per closet)	X
Emergency Lighting
* Core Area	X
* Tenant Area		X
Light Fixtures
* Core Area	X

H-3

* Tenant Area		X
* Elevator Lobby-Multi-Tenant Floors	X
* Elevator Lobby-Single-Tenant Floors		X
* Main Lobbies	X
Convenience Outlets
* Core Area	X
* Tenant Area		X
Life Safety System
* Core Area	X
* Tenant Area		X
* Panel Contacts (Location and capacity to be agreed upon)	X
* Telephone/Data Core Drills in Core Closets	X
Voice/Data Distribution
* Incoming Service	X
* Vertical Backbone		X
* Horizontal Distribution		X
* Grounding System (connection by Tenant)	X
* Outlets		X
* Telephone Switch		X
* UPS System		X
* Automatic Transfer Switch (for UPS)		X
* Emergency Generator (per code-Life Safety System only)	X
MECHANICAL
Base System (up to VAV box)	X
* Certified or new VAV Boxes delivered to the premises ready for installation with Thermostats/Control wiring provided but not installed or balanced (1 per 1,000 RSF), including energy management control panel.	X
Exhaust/Ventilation
* MEP Rooms	X
* Toilet Rooms	X
* Elevator Rooms	X
Medium Pressure Trunk Duct	X
Low Pressure Trunk Duct		X
Duct Run outs		X
Diffusers (perimeter slot and interior)		X
Supplemental A/C Units
Supplemental A/C Piping (valved and caped connection)	X
Supplemental A/C piping distribution by tenant		X
FIRE PROTECTION
Standpipes	X
Distribution to Main Loop	X
* Valved Connections	X
* Flow & Tamper Switches	X
* Fire Hose Cabinet finished and complete with hoses and extinguisher.	X
Branches, Drops and Heads (per code)
* Core	X
* Tenant Area (code minimum, 1 per 225 rsf)	X

H-4

* Additional or Relocated Heads per Tenant Plan		X
* Main Lobby	X
* Elevator Lobby – Multi-Tenant Floors	X
* Elevator Lobby – Single-Tenant Floors		X
Extinguisher Cabinets/Extinguishers
* Tenant Area		X
Local Fire Alarm	X
* For Tenant Tie-In, Every Floor		X
Fire Phones (per code)
* Fire Control Room	X
* Elevator	X
* Stairways	X
Annunciator Panels (per code/specifications)	X

	Landlord	Tenant
PLUMBING
Wet Columns	X
Core Fixtures	X
Electric Water Coolers	X
Janitors Sink	X
Pantries (typical floor)		X

	Landlord	Tenant
SECURITY
Card readers (including power & conduit) to building main lobby only	X
* Garage	X
* Building Entries	X
* Typical Floors-Suite Entry		X
* Elevators – All elevators to have card readers.	X

H-5

EXHIBIT I

FORM OF SNDA

SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT made as of this       th day of July, 2009, between the Lender (defined below) and Investment Technology Group, Inc., a Delaware corporation,  having an address at 380 Madison Avenue, New York, New York 10017 (hereinafter called “Tenant”).

RECITALS:

WHEREAS, by a Lease Agreement dated as of July       , 2009 (the “Lease”), between MA-100 High Street, L.L.C.,  a Delaware limited liability company (hereinafter called “Landlord”), as landlord, and Tenant, as tenant, Landlord leased to Tenant certain premises located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after execution of this Agreement (the “Premises”) on the property known as “150 Federal Street,” and described in Schedule “A”, annexed hereto and made a part hereof (the “Property”); and

WHEREAS, Goldman Sachs Commercial Mortgage Capital, L.P., Bank of America, N.A., Bear Stearns Commercial Mortgage Inc., German American Capital Corporation, Morgan Stanley Mortgage Capital Inc., Column Financial, Inc., Citigroup Global Markets Realty Corp., and Wachovia Bank, National Association (collectively, as original lender and predecessor-in-interest to Lender, “Original Lender”), has made a loan to Landlord, which loan is secured by, among other things, a mortgage or deed of trust encumbering the Property, recorded in Official Record Book 41453, Page 301, of the Public Records of Suffolk County, Massachusetts (which mortgage or deed of trust, and all amendments, renewals, increases, modifications, replacements, substitutions, extensions, spreaders and consolidations thereof and all re-advances thereunder and additions thereto, is referred to as the “Security Instrument”); and

WHEREAS, Original Lender assigned all of its right, title and interest in and to the Security Instrument to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2007-EOP (together with its successors and assigns, “Lender”) pursuant to assignment recorded in Official Record Book 42184, Page 27 of the Public Records of Suffolk County, Massachusetts; and

WHEREAS, Lender, Landlord and Tenant desire to confirm their understanding and agreement with respect to the Lease and the Security Instrument.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, Lender and Tenant hereby agree and covenant as follows:

1.Subject to the terms and conditions of this Agreement, the Lease, and all of the terms, covenants, provisions and conditions thereof (including, without limitation, any right of first refusal, right of first offer, option or any similar right with respect to the sale or purchase of the Property, or any portion thereof) is, shall be, and shall at all times remain and continue to be, subject and subordinate in all respects to the lien of the Security Instrument and to all advances and re-advances made thereunder and all sums secured thereby.  This provision shall be self-operative.

2.So long as (i) Tenant is not in default (following the giving of any required notice and the expiration of any cure period given in the Lease to Tenant to cure such default) in the payment of rent or additional rent or in the performance or observance of any of the other terms, covenants, provisions or conditions of the Lease on Tenant’s part to be performed or observed, (ii) Tenant is not in default under this Agreement, and (iii) the Lease

I-1

is in full force and effect: (a) Tenant’s possession of the Premises and Tenant’s rights and privileges under the Lease, or any extensions or renewals thereof which may be effected in accordance with any option therefor which is contained in the Lease, shall not be diminished or interfered with by Lender, and Tenant’s occupancy of the Premises shall not be disturbed by Lender for any reason whatsoever during the term of the Lease or any such extensions or renewals thereof, and (b) Lender will not join Tenant as a party defendant in any action or proceeding to foreclose the Security Instrument or to enforce any rights or remedies of Lender under the Security Instrument which would cut off, destroy, terminate or extinguish the Lease or Tenant’s interest and estate under the Lease (except to the extent required so that Tenant’s right to receive or set off any monies or obligations owed or to be performed by any of Lender’s predecessors-in-interest shall not be enforceable thereafter against Lender or any of Lender’s successors-in-interest).  Notwithstanding the foregoing provisions of this paragraph, if it would be procedurally disadvantageous for Lender not to name or join Tenant as a party in a foreclosure proceeding with respect to the Security Instrument, Lender may so name or join Tenant so long as such action will not in any way diminish or otherwise affect the rights and privileges granted to, or inuring to the benefit of, Tenant under this Agreement.

3.(A)After notice is given by Lender that the Security Instrument is in default and that the rentals under the Lease should be paid to Lender, Tenant will pay to Lender, or pay in accordance with the directions of Lender, all rentals and other monies due and to become due to Landlord under the Lease or otherwise in respect of the Premises.  Such payments shall be made regardless of any right of set-off, counterclaim or other defense which Tenant may have against Landlord, whether as the tenant under the Lease or otherwise, except that Tenant shall be permitted to exercise (i) its rent abatement rights as set forth in Sections 1.05, 3.01, 3.04, 4.10, 8.03, 17.03, 18, 29.03, 30.02, 31.05 and 32.01 of the Lease, (ii) its self-help rights as set forth in Section 10.02 of the Lease, and (iii) Tenant’s self-help rights with right of setoff as expressly provided in Sections 4.08 and 32.12 of the Lease; provided, however that, Tenant’s self-help rights with right of setoff as expressly provided in Sections 4.08 and 32.12 shall be effective against Lender only if Tenant provides Lender with the written notice required under Sections 4.08 and 32.12 of the Lease (the “4.08 and 32.12 Notice”), and additionally provided that Tenant delivers to Lender a written estoppel certificate signed by Tenant which is delivered to Lender (i) at any time during the period from November 1, 2010 through December 31, 2010 (the “First Estoppel Period”) and (ii) at any time during the period from November 1, 2011 through December 31, 2011 (the “Second Estoppel Period”).  Each written estoppel certificate shall consist solely of Tenant’s written confirmation, as of the date of such estoppel certificate, (i) whether Landlord is then in default under Section 4.08 and/or Section 32.12 of the Lease, and (ii) of the amount of Landlord’s Contribution that has been properly funded in accordance with the terms of the Lease and the amount of Landlord’s Contribution that is remaining to be funded (each, an “Estoppel” and collectively, the “Estoppels”).  Tenant shall be deemed to have waived its rights of self-help and offset under Section 4.08 with respect to any portion of Landlord’s Contribution that the Estoppel confirms has been funded aforesaid.  With respect to any particular default by Landlord under said Section 4.08 and/or Section 32.12, Tenant’s failure to deliver the 4.08 or 32.12 Notice shall result in Lender’s not being subject to Tenant’s self-help and offset rights under Sections 4.08 and 32.12 of the Lease with respect to that particular default.  Tenant’s failure to deliver the Estoppels shall result in Lender’s not being subject to Tenant’s self-help and offset rights under Sections 4.08 and 32.12 of the Lease.   Landlord hereby consents to such action by Tenant and agrees that Tenant shall have the right to rely on any such notice from Lender without incurring any obligation or liability to Landlord, and Tenant is hereby instructed to disregard any notice to the contrary received from Landlord or any third party.

(B)In addition, if Lender (or its nominee or designee) shall succeed to the rights of Landlord under the Lease through possession or foreclosure action, delivery of a deed, or otherwise, or another person purchases the Property or the portion thereof containing the Premises upon or following foreclosure of the Security Instrument or in connection with any bankruptcy case commenced by or against Landlord, then, at the request of Lender (or its nominee or designee) or such purchaser (Lender, its nominees and designees, and such purchaser, and their respective successors and assigns, each being a “Successor-Landlord”), Tenant shall attorn to and recognize Successor-Landlord as Tenant’s landlord under the Lease, and shall promptly execute and deliver any instrument that Successor-Landlord may reasonably request to evidence such attornment.  Upon such attornment, the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor-Landlord and Tenant upon all terms, conditions and covenants as are set forth in the Lease.  If the Lease shall have terminated by operation of law or otherwise as a result of or in connection with a bankruptcy case commenced by or against Landlord or a foreclosure action or proceeding or delivery of a deed in lieu, upon request of either party, each of Successor-Landlord and Tenant shall promptly execute and deliver a direct lease with Successor-Landlord, which direct lease

I-2

shall be on substantially the same terms and conditions as the Lease (subject, however, to the provisions of clauses (i)-(v) of this paragraph 3(B)), and shall be effective as of the day the Lease shall have terminated as aforesaid.  Notwithstanding the continuation of the Lease, the attornment of Tenant thereunder or the execution of a direct lease between Successor-Landlord and Tenant as aforesaid, Successor-Landlord shall not:

(i)be liable for any previous act or omission of Landlord under the Lease, except to the extent that (A) such act or omission continues after the date that the Successor-Landlord succeeds to Landlord’s interest in the Property and Lender (or Successor-Landlord to the extent Tenant has been notified in writing of the existence of such Successor-Landlord and Tenant has been provided with a notice address for such Successor-Landlord) has been provided with notice of such act or omission pursuant to the requirements of Section 5(A) hereof, and (B) such act or omission of Landlord is of a nature that Successor-Landlord can cure by performing a service or making a repair (it being acknowledged that notwithstanding the foregoing, under no circumstances shall Successor-Landlord have any obligations to perform any construction or alteration obligations under Section 4 of the Lease nor shall Successor-Landlord have any obligations to pay any tenant allowance monies under Section 4 of the Lease; provided, however, that the foregoing shall not impact Tenant’s right to exercise (1) its rent abatement rights as set forth in Sections 1.05, 3.01, 3.04, 4.10, 8.03, 17.03, 18, 29.03, 30.02, 31.05 and 32.01 of the Lease, (2) its self-help rights as set forth in Section 10.02 of the Lease, and (3) Tenant’s self-help rights with right of setoff as expressly provided in Sections 4.08 and 32.12 of the Lease, provided further, however that, Tenant’s self-help rights with right of setoff as expressly provided in Sections 4.08 and 32.12 shall be effective against Successor-Landlord only if Tenant provides Lender (or Successor-Landlord, to the extent Tenant has been notified in writing of the existence of such Successor-Landlord and Tenant has been provided with a notice address for such Successor-Landlord) with the 4.08 and 32.12 Notice, and additionally provided that Tenant delivers to Lender (or Successor-Landlord, to the extent Tenant has been notified in writing of the existence of such Successor-Landlord and Tenant has been provided with a notice address for such Successor-Landlord) the Estoppels as required under Section 3 (A) above.  Tenant shall be deemed to have waived its rights of self-help and offset under Section 4.08 with respect to any portion of Landlord’s Contribution that the Estoppel confirms has been funded aforesaid.  With respect to any particular default by Landlord under said Section 4.08 and/or Section 32.12, Tenant’s failure to deliver the 4.08 or 32.12 Notice shall result in Successor-Landlord’s not being subject to Tenant’s self-help and offset rights under Sections 4.08 and 32.12 of the Lease with respect to that particular default.  Tenant’s failure to deliver the Estoppels shall result in Successor-Landlord’s not being subject to Tenant’s self-help and offset rights under Sections 4.08 and 32.12 of the Lease) (notwithstanding anything contained herein, in no event shall Successor-Landlord have any obligations to pay any tenant allowance monies under the Lease or perform any of the prior Landlord’s construction or alteration obligations under Section 4 of the Lease);

(ii)be subject to any off-set, defense or counterclaim which shall have theretofore accrued to Tenant against Landlord, except for (i) Tenant’s rent abatement rights as set forth in Sections 1.05, 3.01, 3.04, 4.10, 8.03, 17.03, 18, 29.03, 30.02, 31.05 and 32.01 of the Lease, (ii) Tenant’s self-help rights as set forth in Section 10.02 of the Lease, and (iii) Tenant’s self-help rights with right of setoff as expressly provided in Sections 4.08 and 32.12 of the Lease, provided, however that, Tenant’s self-help rights with right of setoff as expressly provided in Sections 4.08 and 32.12 shall be effective against Successor-Landlord only if Tenant provides Lender (or Successor-Landlord, to the extent Tenant has been notified in writing of the existence of such Successor-Landlord and Tenant has been provided with a notice address for such Successor-Landlord) with the 4.08 and 32.12 Notice, and additionally provided that Tenant delivers to Lender (or Successor-Landlord, to the extent Tenant has been notified in writing of the existence of such Successor-Landlord and Tenant has been provided with a notice address for such Successor-Landlord) the Estoppels as required under Section 3 (A) above.  Tenant shall be deemed to have waived its rights of self-help and offset under Section 4.08 with respect to any portion of Landlord’s Contribution that the Estoppel confirms has been funded aforesaid.  With respect to any particular default by Landlord under said Section 4.08 and/or Section 32.12, Tenant’s failure to deliver the 4.08 or 32.12 Notice shall result in Successor-Landlord’s not being subject to Tenant’s self-help and offset rights under Sections 4.08 and 32.12 of the Lease with respect to that particular default.  Tenant’s failure to deliver the Estoppels shall result in Successor-Landlord’s not being subject to Tenant’s self-help and offset rights under Sections 4.08 and 32.12 of the Lease) (notwithstanding anything contained herein, in no event shall Successor-Landlord have any obligations to pay any tenant allowance monies under the Lease or perform any of the prior Landlord’s construction or alteration obligations under Section 4 of the Lease);

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(iii)be bound by any modification of the Lease (other than the exercise by Tenant of an existing right or option of Tenant expressly contemplated under the terms of the Lease which occurs strictly in accordance with the terms of the Lease), or by any previous prepayment of rent or additional rent made more than one (1) month prior to the date same was due which Tenant might have paid to Landlord, unless such modification or prepayment shall have been expressly approved in writing by Lender;

(iv)be liable for any security deposited under the Lease unless such security has been physically delivered to Lender or Successor-Landlord; and

(v)be liable or obligated to comply with or fulfill any of the obligations of Landlord under the Lease or any agreement relating thereto with respect to the construction of, or payment for, improvements on or above the Premises (or any portion thereof), leasehold improvements, tenant work letters and/or similar items.

4.Except as expressly contemplated by the terms of the Lease, Tenant agrees that, without the prior written consent of Lender, it shall not (a) amend, modify, terminate or cancel the Lease or any extensions or renewals thereof, (b) tender a surrender of the Lease, (c) make a prepayment of any rent or additional rent more than one (1) month in advance of the due date thereof, or (d) subordinate or permit the subordination of the Lease to any lien subordinate to the Security Instrument.  Any such purported action without such consent shall be void as against the holder of the Security Instrument.

5.(A)In addition to any other notices that Tenant is required to provide under the Lease and/or under this Agreement, Tenant shall promptly notify Lender of any default by Landlord under the Lease and of any act or omission of Landlord which would give Tenant the right to cancel or terminate the Lease or to claim a partial or total eviction.

(B)In the event of a default by Landlord under the Lease which would give Tenant the right, immediately or after the lapse of a period of time, to cancel or terminate the Lease or to claim a partial or total eviction, or in the event of any other act or omission of Landlord which would give Tenant the right to cancel or terminate the Lease, Tenant shall not exercise such right (i) until Tenant has given written notice of such default, act or omission to Lender, and (ii) unless Lender has failed, within sixty (60) days after Lender receives such notice, to cure or remedy the default, act or omission or, if such default, act or omission shall be one which is not reasonably capable of being remedied by Lender within such sixty (60) day period, until a reasonable period for remedying such default, act or omission shall have elapsed following the giving of such notice and following the time when Lender shall have become entitled under the Security Instrument to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under the Lease or otherwise, after similar notice, to effect such remedy), provided that Lender shall with due diligence give Tenant written notice of its intention to, and shall commence and continue to, remedy such default, act or omission.  If Lender cannot reasonably remedy a default, act or omission of Landlord until after Lender obtains possession of the Premises, Tenant may not terminate or cancel the Lease or claim a partial or total eviction by reason of such default, act or omission until the expiration of a reasonable period necessary for the remedy after Lender secures possession of the Premises.  To the extent Lender incurs any expenses or other costs in curing or remedying such default, act or omission, including, without limitation, attorneys’ fees and disbursements, Lender shall be subrogated to Tenant’s rights against Landlord.

(C)Notwithstanding the foregoing, Lender shall have no obligation hereunder to remedy such default, act or omission.

6.To the extent that the Lease shall entitle Tenant to notice of the existence of any mortgage and the identity of any mortgagee or any ground lessor, this Agreement shall constitute such notice to Tenant with respect to the Security Instrument and Lender.

7.Intentionally Deleted.

8.Except as otherwise provided herein, in the event that a Successor-Landlord shall acquire title to the Property or the portion thereof containing the Premises, Successor-Landlord shall have no obligation, nor incur any liability, beyond Successor-Landlord’s then interest, if any, in the Property, and Tenant shall look exclusively to

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such interest, if any, of Successor-Landlord in the Property for the payment and discharge of any obligations imposed upon Successor-Landlord hereunder or under the Lease, and Successor-Landlord is hereby released or relieved of any other liability hereunder and under the Lease.  Tenant agrees that, with respect to any money judgment which may be obtained or secured by Tenant against Successor-Landlord, Tenant shall look solely to the estate or interest owned by Successor-Landlord in the Property, and Tenant will not collect or attempt to collect any such judgment out of any other assets of Successor-Landlord.

9.Intentionally Deleted.

10.If the Lease provides that Tenant is entitled to expansion space, Successor-Landlord shall have no obligation, nor any liability, for failure to provide such expansion space if a prior landlord (including, without limitation, Landlord), by reason of a lease or leases entered into by such prior landlord with other tenants of the Property, has precluded the availability of such expansion space.

11.Except as specifically provided in this Agreement, Lender shall not, by virtue of this Agreement, the Security Instrument or any other instrument to which Lender may be a party, be or become subject to any liability or obligation to Tenant under the Lease or otherwise.

12.(A)Tenant acknowledges and agrees that this Agreement satisfies and complies in all respects with the provisions of Section 24 of the Lease, and that this Agreement supersedes (but only to the extent inconsistent with) the provisions of such Article and any other provision of the Lease relating to the priority or subordination of the Lease and the interests or estates created thereby to the Security Instrument.

(B)Tenant agrees to enter into a subordination, non-disturbance and attornment agreement with any lender which shall succeed Lender as lender with respect to the Property, or any portion thereof, provided that such agreement is substantially similar to this Agreement.  Tenant does herewith irrevocably appoint and constitute Lender as its true and lawful attorney-in-fact in its name, place and stead to execute such subordination, non-disturbance and attornment agreement, without any obligation on the part of Lender to do so.  This power, being coupled with an interest, shall be irrevocable as long as the Indebtedness secured by the Security Instrument remains unpaid.  Lender agrees not to exercise its rights under the preceding two sentences if Tenant promptly enters into the subordination, non-disturbance and attornment agreement as required pursuant to the first sentence of this subparagraph (B).

13.(A)Any default notice required or permitted to be given by Tenant to Landlord shall be simultaneously given also to Lender, and any right to Tenant dependent upon notice shall take effect only after notice is so given.  Performance by Lender shall satisfy any conditions of the Lease requiring performance by Landlord, and Lender shall have a reasonable time to complete such performance as provided in Paragraph 5 hereof.

(B)All notices or other communications required or permitted to be given to Tenant or to Lender pursuant to the provisions of this Agreement shall be in writing and shall be deemed given only if mailed by United States registered mail, postage prepaid, or if sent by nationally recognized overnight delivery service (such as Federal Express or United States Postal Service Express Mail), addressed as follows:

to Tenant, at the following address:
	Investment Technology Group, Inc.
	Attn: General Counsel
	380 Madison Avenue
	New York, New York 10017
With a copy of any notices to Tenant to:	Investment Technology Group, Inc.
	Attn: Facilities Manager
	44 Farnsworth Street
	Boston, MA 02210

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to Lender, at the following address:	Wells Fargo Bank, N.A., as Trustee
	for the Registered Holders of GS Mortgage
	Securities Corporation II, Commercial Mortgage
	Pass-Through Certificates, Series 2007-EOP
	c/o Bank of America, N.A.
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255

or to such other address or number as such party may hereafter designate by notice delivered in accordance herewith.  All such notices shall be deemed given three (3) business days after delivery to the United States Post office registry clerk if given by registered mail, or on the next business day after delivery to an overnight delivery courier.

14.This Agreement may be modified only by an agreement in writing signed by the parties hereto, or their respective successors-in-interest.  This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, and their respective successors and assigns.  The term “Lender” shall mean the then holder of the Security Instrument.  The term “Landlord” shall mean the then holder of the landlord’s interest in the Lease.  The term “person” shall mean an individual, joint venture, corporation, partnership, trust, limited liability company, unincorporated association or other entity.  All references herein to the Lease shall mean the Lease as modified by this Agreement, and to any amendments or modifications to the Lease which are consented to in writing by Lender or otherwise expressly permitted hereunder.  Any inconsistency between the Lease and the provisions of this Agreement shall be resolved, to the extent of such inconsistency, in favor of this Agreement.

15.Tenant hereby represents to Lender as follows:

(a)The Lease is in full force and effect, and has not been further amended.

(b)There has been no assignment of the Lease or subletting of any portion of the premises demised under the Lease.

(c)There are no oral or written agreements or understandings between Landlord and Tenant relating to the premises demised under the Lease or the Lease transaction except as set forth in the Lease.

(d)The execution of the Lease was duly authorized and the Lease is in full force and effect, and to the best of Tenant’s knowledge there exists no default (beyond any applicable grace period) on the part of either Tenant or Landlord under the Lease.

(e)There has not been filed by or against Tenant, nor to the best of the knowledge and belief of Tenant is there threatened against Tenant, any petition under the bankruptcy laws of the United States.

16.Whenever, from time to time, reasonably requested by Lender (but not more than three (3) times during any calendar year), Tenant shall execute and deliver to or at the direction of Lender, and without charge to Lender, one or more written certifications, in the form required by Section 24 of the Lease.

17.BOTH TENANT AND LENDER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18.This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located.

[The remainder of this page is left intentionally blank.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

LENDER:

WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-EOP

By: Bank of America, N.A., as Servicer

By:

Name:

Title:

TENANT

INVESTMENT TECHNOLOGY GROUP, INC.,

a Delaware corporation

By:

Name:

Title:

AGREED AND CONSENTED TO:

LANDLORD:

MA-100 HIGH STREET, L.L.C., a Delaware

limited liability company

By:

Name:

Title:

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STATE OF	)
	) ss.
COUNTY OF	)

On the          day of                         in the year 2009 before me, the undersigned, a notary public in and for said state, personally appeared                                                       , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	Notary Public
[Notary Seal]	My commission expires:

STATE OF	)
	) ss.
COUNTY OF	)

On the          day of                         in the year 2009 before me, the undersigned, a notary public in and for said state, personally appeared                                                       , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	Notary Public
[Notary Seal]	My commission expires:

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STATE OF	)
	) ss.
COUNTY OF	)

On the          day of                         in the year 2009 before me, the undersigned, a notary public in and for said state, personally appeared                                                       , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	Notary Public
[Notary Seal]	My commission expires:

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SCHEDULE A

Legal Description of Property

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EXHIBIT J

JANITORIAL CLEANING SPECIFICATIONS

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease. Capitalized terms used but not defined herein shall have the meanings given in this Lease.

OFFICE AREAS (All Floors)

Empty all waste receptacles.  Clean, and reline when needed.  Remove material to designated areas.

Vacuum all carpeted main traffic and use areas, including conference rooms, reception areas, interior stairwells, hallways and corridors with the exception of individual offices. Spot vacuum/clean all others areas as needed.

Wash and sanitize all drinking fountains.

Damp mop spillage in uncarpeted office areas.

Spot clean carpets to remove light spillage. Report large spills and stains to supervisor.

Assure all designated locked doors are closed after area has been cleaned.

Activate all alarm systems as instructed by occupant (if applicable).

Arrange chairs at desk and conference room tables and turn off lights upon exiting.

Clean conference room tables and remove any remaining food items.

Clean and sweep all lunchroom/eating areas.  Wash and wipe tables and counter tops and clean sinks.

Remove scuff marks on floor as needed.

Vacuum all carpeted areas completely, private offices and cubicle interiors, desk knee area spaces and under waste containers.

Dust and wipe clean with damp or treated cloth all office furniture, files, and cubicle partition tops, (DO NOT MOVE PAPERS).

Remove all finger marks and smudges from all vertical surfaces, including doors, door frames, around light switches, private entrance glass, and partitions.

Damp wipe and polish all glass furniture tops.

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Damp mop hard surfaced floors and/or uncarpeted surface floors.

Sweep uncarpeted floors employing dust control techniques with exception of lunchroom

Dust and wipe clean chair bases and arms, telephones, cubicle shelves, window sills, relite ledges and all other horizontal surfaces as needed to maintain clean appearance.

Edge vacuum all carpeted areas, as needed.

RESTROOMS EXISTING IN THE CORE OF THE BUILDING AS OF THE DATE OF THIS LEASE

Clean and sanitize all mirrors, brightwork, countertops and enameled surfaces.

Wash and disinfect all basins, urinals, bowls (cleaning underside of rim) and fixtures using scouring powder to remove stains.

Wash both sides of all toilet seats with soap and/or disinfectant.

Clean flushometers, piping, toilet seat hinges, and other metal.

Empty, clean, and damp wipe all waste receptacles.

Sweep, wet mop, and sanitize entire floor, including around toilet seats and under urinals.

Damp wipe all walls, partitions, doors, and outside surfaces of all dispensers, as needed.

Fill toilet paper, soap, towels, and sanitary napkin dispensers (if applicable).

Wash and disinfect all showers including shower walls, floors, brightwork and doors (if applicable).

Replace trash liner.

Flush water through P-trap to ensure elimination of odor.

Machine scrub floors.

COMMON AREA LOBBY, ELEVATOR, CORRIDOR, INTERIOR STAIRWAYS (EXCLUDING EMERGENCY EXIT STAIRWAYS) AND ENTRANCE AREAS

Sweep and spot mop all stone, vinyl or composition lobby floors.

Vacuum and spot clean all carpeted floor and mats.

Dust and polish all brightwork, including mirrors and elevator call buttons.

Dust and polish all metal surfaces in elevators, including tracks, and elevator doors.

Vacuum and spot clean all carpet in elevators.

Clean and polish all trash receptacles

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Dust all fire extinguisher cabinets and/or units.

Spot clean all doors.

All furniture should be cleaned as necessary (including directories)

Wash, disinfect and dry polish water coolers (if applicable).

Clean glass entrance doors, adjacent glass panels and tracks (i.e. relites) (if applicable).

Spot sweep and/or spot vacuum all interior stairways (excluding emergency exit stairways) and landings (if applicable).

Maintain lobby floor as recommended by manufacturer.

Wet mop all stone, vinyl or composition lobby floors

Sweep and/or vacuum all interior stairways (excluding emergency exit stairways) and landings (if applicable).

Clean the exterior of all exterior Building windows at least two times each year and the interior of all exterior Building windows at least one time each year.

JANITORIAL ITEMS/AREAS RELATING TO BUILDING GENERALLY

Keep janitorial rooms in a clean, neat and orderly condition.

Maintain all janitorial carts and equipment in safe and clean condition.

GENERAL BUILDING FITNESS CENTER (If applicable)

Vacuum all exposed carpeted floors.

Spot clean all mirrors and walls.

Spray and disinfect fitness center equipment nightly.

Edge vacuum all carpeted areas, as needed.

Dust all ledges, as needed

Clean mirrors completely.

Stock supplies and towels.

GENERAL BUILDING LOCKER ROOMS (If applicable)

Perform building restroom cleaning specifications to restroom and locker room areas.

Clean and disinfect showers completely, including walls, doors, floors, and floor drains.

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LOADING DOCK, VAN PARKING AREAS, GENERAL BUILDING TRASH AREAS

Empty and reline all waste receptacles.

Sweep ramps, loading bays and parking areas for trash and cigarette butts.

GENERAL BUILDING COMMON AREA SERVICES

Spot clean and restock, as needed, all janitorial service closets.

Vacuum all garage lobbies and elevator carpets

RECYCLING

Office Areas:  Remove recycling material when container is full.

General Common Areas: Pick up and compact all recycle trash, including boxes in accordance with tenants recycle specifications.

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EXHIBIT K

PLANS AND SPECIFICATIONS FOR GENERATOR AND SCOPE OF WORK

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

K-1

EXHIBIT L

OUTLINE AND LOCATION OF GENERATOR AREA AND FUEL TANK AREA

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

L-1

EXHIBIT M

PROPOSED ELECTRICAL ROUTING OF ELECTRICAL LINES FOR GENERATOR

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

M-1

EXHIBIT N

RENTABLE SQUARE FOOTAGE OF FLOORS 14 THROUGH 20

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

Floor 14:	18,116 rentable square feet
Floor 15:	18,229 rentable square feet
Floor 16:	18,229 rentable square feet
Floor 17:	17,618 rentable square feet
Floor 18:	18,531 rentable square feet
Floor 19:	18,698 rentable square feet
Floor 20:	18,699 rentable square feet
Total:	128,120 rentable square feet

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EXHIBIT O

OUTLINE AND APPROXIMATE LOCATION OF DEMISING WALL FOR A PARTIAL FLOOR CONTRACTION

This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between MA-100 HIGH STREET, L.L.C., a Delaware limited liability company (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”) for space in the Building located at 150 Federal Street, Boston, Massachusetts 02110, which address is expected to be changed to 100 High Street, Boston, Massachusetts 02110 after the execution of this Lease.  Capitalized terms used but not defined herein shall have the meanings given in this Lease.

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EX-10.2

Exhibit 10.2

INVESTMENT TECHNOLOGY GROUP, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

Amended and Restated Effective August 18, 2009

INVESTMENT TECHNOLOGY GROUP, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

1.Purpose

The purpose of the Investment Technology Group, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”) is to provide (i) designated employees of Investment Technology Group, Inc. (the “Company”) and its subsidiaries, and (ii) non-employee members of the board of directors of the Company with the opportunity to receive grants of stock options, stock units, stock awards, dividend equivalents and other stock-based awards.  The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Company’s stockholders, and will align the economic interests of the participants with those of the stockholders.  The Plan was originally effective on May 8, 2007 upon approval by the stockholders of the Company, and previously amended and restated on May 12, 2009 upon approval by the stockholders of the Company.  This amendment and restatement will be effective August 18, 2009.

The Investment Technology Group, Inc. Non-Employee Directors Stock Option Plan (the “Director Plan”), the Investment Technology Group, Inc. Amended and Restated 1994 Stock Option and Long-term Incentive Plan (the “1994 Plan”), the Amended and Restated Investment Technology Group, Inc. Stock Unit Award Program Subplan (the “SUA Subplan”), the Amended and Restated Investment Technology Group, Inc. Directors’ Retainer Fee Subplan (the “Directors’ Retainer Fee Subplan”), and the Amended and Restated Investment Technology Group, Inc. Directors’ Equity Subplan (the “Directors’ Equity Subplan”, and collectively with the SUA Subplan and the Directors’ Retainer Fee Subplan, the “Subplans”) were merged with and into this Plan as of May 8, 2007.  No additional grants will be made thereafter under the Director Plan and the 1994 Plan.  Outstanding grants under the Director Plan, the 1994 Plan and the Subplans as of May 8, 2007 will continue in effect according to their terms as in effect on May 8, 2007 (subject to such amendments as the Committee (as defined below) determines appropriate, consistent with the terms of the Director Plan, the 1994 Plan or the Subplans, as applicable), and the shares with respect to such outstanding grants will be issued or transferred under this Plan.  After May 8, 2007, the Subplans shall continue in effect as subplans of the Plan and grants and/or deferrals may continue to be made under the Subplans with shares associated with such grants and/or deferrals being issued under this Plan.

2.Definitions

Whenever used in this Plan, the following terms will have the respective meanings set forth below:

(a)“Board” means the Company’s Board of Directors.

(b)“Change in Control” means and shall be deemed to have occurred:

(i)if any person (within the meaning of the Exchange Act), other than the Company or a Related Party, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting Securities representing 35% percent or more of the total voting power of all the then-outstanding Voting Securities; or

(ii)if the individuals who, as of the date hereof, constitute the Board, together with those who first become directors subsequent to such date and whose recommendation, election or nomination for election to the Board was approved by a vote of at least a majority of the directors then still in office who either were directors as of the date hereof or whose recommendation, election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or

(iii)upon consummation of a merger, consolidation, recapitalization or reorganization of the Company, reverse split of any class of Voting Securities, or an acquisition of securities or assets by the Company other than (i) any such transaction in which the holders of outstanding Voting Securities immediately prior to the transaction receive (or retain), with respect to such Voting Securities, voting securities of the surviving or transferee entity representing more than 50 percent of the total voting power outstanding immediately after such transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction, or (ii) any such transaction which would result in a Related Party beneficially owning more than 50 percent of the voting securities of the surviving or transferee entity outstanding immediately after such transaction; or

(iv)upon consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets, other than any such transaction which would result in a Related Party owning or acquiring more than 50 percent of the assets owned by the Company immediately prior to the transaction; or

(v)if the stockholders of the Company approve a plan of complete liquidation of the Company.

(c)“Code” means the Internal Revenue Code of 1986, as amended.

(d)“Committee” means (i) with respect to Grants to Employees, the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan, (ii) with respect to Grants made to Non-Employee Directors, the Board, and (iii) with respects to Grants that are intended to be “qualified performance-based compensation” under section 162(m) of the Code, a committee that consists of two or more persons appointed by the Board, all of whom shall be “outside directors” as defined under section 162(m) of the Code and related Treasury regulations.

(e)“Company” means Investment Technology Group, Inc. and any successor corporation.

(f)“Company Stock” means the common stock of the Company.

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(g)“Dividend Equivalent” means an amount determined by multiplying the number of shares of Company Stock subject to a Grant by the per-share cash dividend, or the per-share fair market value (as determined by the Committee) of any dividend in consideration other than cash, paid by the Company on its Company Stock.

(h)“Employee” means a person classified as an employee of the Employer (including an officer or director who is also an employee) for payroll purposes, as determined in the sole discretion of the Employer.  Notwithstanding the foregoing, if a person is engaged in a non-employee status (including, but not limited to, as an independent contractor, an individual being paid through an employee leasing company or other third party agency) and is subsequently reclassified by the Company, the Internal Revenue Service, or a court as an employee for payroll purposes, such person, for purposes of this Plan, shall be deemed an Employee from the actual (and not the effective) date of such reclassification, unless expressly provided otherwise by the Company.

(i)“Employer” means the Company and its subsidiaries.

(j)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k)“Exercise Price” means the per share price at which shares of Company Stock may be purchased under an Option, as designated by the Committee.

(l)“Fair Market Value,” unless otherwise required by an applicable provision of the Code, as of any date, means the closing sales price of the Common Stock as reported on the New York Stock Exchange on the date of grant; provided, however, that at any time that the Common Stock is not quoted on the New York Stock Exchange on such trading days, Fair Market Value shall be determined by the Committee in its discretion.

(m)“Grant” means an Option, Stock Unit, Stock Award, SAR, Dividend Equivalent or Other Stock-Based Award granted under the Plan.

(n)“Grant Agreement” means the written instrument that sets forth the terms and conditions of a Grant, including all amendments thereto.

(o)“Incentive Stock Option” means an Option that is intended to meet the requirements of an incentive stock option under section 422 of the Code.

(p)“Non-Employee Director” means a member of the Board who is not an employee of the Employer.

(q)“Nonqualified Stock Option” means an Option that is not intended to be taxed as an incentive stock option under section 422 of the Code.

(r)“Option” means an option to purchase shares of Company Stock, as described in Section 7.

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(s)“Other Stock-Based Award” means any Grant based on, measured by or payable in, Company Stock (other than a Grant described in Sections 7, 8, 9 or 10(a) of the Plan), as described in Section 10(b).

(t)“Participant” means an Employee or Non-Employee Director designated by the Committee to participate in the Plan.

(u)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, an estate, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

(v)“Plan” means this Investment Technology Group, Inc. 2007 Omnibus Equity Compensation Plan, as in effect from time to time.

(w)“Related Party” means (a) a Subsidiary of the Company; (b) an employee or group of employees of the Company or any Subsidiary of the Company; (c) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned Subsidiary of the Company; or (d) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of Voting Securities.

(x)“SAR” means a stock appreciation right as described in Section 10(a).

(y)“Stock Award” means an award of Company Stock as described in Section 9.

(z)“Stock Unit” means an award of a phantom unit representing a share of Company Stock, as described in Section 8.

(aa)“Subsidiary” or “Subsidiaries” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (a) if a corporation, fifty (50) percent or more of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or combination thereof; or (b) if a partnership, limited liability company, association or other business entity, fifty (50) percent or more of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes of this definition, a Person or Persons will be deemed to have a fifty (50) percent or more ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons are allocated fifty (50) percent or more of partnership, limited liability company, association or other business entity gains or losses or control the managing director or member or general partner of such partnership, limited liability company, association or other business entity.

(bb)“Voting Securities or Security” means any securities of the Company which carry the right to vote generally in the election of directors.

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3.Administration

(a)Committee.  The Plan shall be administered and interpreted by the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan with respect to grants to Employees.  The Plan shall be administered and interpreted by the Board with respect to grants to Non-Employee Directors.  The Board or committee, as applicable, that has authority with respect to a specific Grant shall be referred to as the “Committee” with respect to that Grant.  Ministerial functions may be performed by an administrative committee comprised of Company employees appointed by the Committee.

(b)Committee Authority.  The Committee shall have the sole authority to (i) determine the Participants to whom Grants shall be made under the Plan, (ii) determine the type, size and terms and conditions of the Grants to be made to each such Participant, (iii) determine the time when the grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms and conditions of any previously issued Grant, subject to the provisions of Section 18 below, and (v) deal with any other matters arising under the Plan.

(c)Committee Determinations.  The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion.  The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder.  All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated Participants.

4.Grants

(a)Grants under the Plan may consist of Options as described in Section 7, Stock Units as described in Section 8, Stock Awards as described in Section 9, and SARs or Other Stock-Based Awards as described in Section 10.  All Grants shall be subject to such terms and conditions as the Committee deems appropriate and as are specified in writing by the Committee to the Participant in the Grant Agreement.

(b)All Grants shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Grant.  Grants under a particular Section of the Plan need not be uniform as among the Participants.

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5.Shares Subject to the Plan

(a)Shares Authorized.  The total aggregate number of shares of Company Stock that may be issued under the Plan is the sum of the following (i) 1,300,000 new shares of Company Stock plus (ii) that number of shares of Company Stock subject to outstanding grants under the Plan as of May 12, 2009 plus (iii) that number of shares remaining available for issuance under the Plan but not subject to previously exercised, vested or paid grants as of May 12, 2009; provided that of the total number of shares of Company Stock described in (i), 50,000 shares shall be used solely to grant Options.

(b)Source of Shares; Share Counting.  Shares issued under the Plan may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan.  If and to the extent Options or SARs granted under the Plan (including options granted under the Director Plan, the 1994 Plan and the Subplans) terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, and if and to the extent that any Stock Awards, Stock Units, or Other Stock-Based Awards (including any stock awards, stock units or other-stock based awards granted under the Director Plan, the 1994 Plan and the Subplans) are forfeited or terminated, or otherwise are not paid in full, the shares reserved for such Grants shall again be available for purposes of the Plan.  Shares of Company Stock surrendered in payment of the Exercise Price of an Option shall again be available for purposes of the Plan.  To the extent any Grants are paid in cash, and not in shares of Company Stock, any shares previously subject to such Grants shall again be available for issuance or transfer under the Plan.

(c)Individual Limits.  All Grants under the Plan shall be expressed in shares of Company Stock.  The maximum aggregate number of shares of Company Stock with respect to which all Grants may be made under the Plan to any individual during any calendar year shall be 1,000,000 shares, subject to adjustment as described in subsection (d) below.  A Participant may not accrue Dividend Equivalents during any calendar year in excess of $1,000,000.  The individual limits of this subsection (c) shall apply without regard to whether the Grants are to be paid in Company Stock or cash.  All cash payments (other than with respect to Dividend Equivalents) shall equal the Fair Market Value of the shares of Company Stock to which the cash payments relate.

(d)Adjustments.  If there is any change in the number or kind of shares of Company Stock outstanding by reason of a stock dividend, spinoff, stock split or reverse stock split, or by reason of a combination, reorganization, recapitalization or reclassification affecting the outstanding Company Stock as a class without the Company’s receipt of consideration, the maximum number of shares of Company Stock available for Grants, the maximum number of shares of Company Stock that any individual participating in the Plan may be granted in any year, the number of shares covered by outstanding Grants, the kind of shares issued under the Plan and outstanding Grants, and the price per share of outstanding Grants shall be equitably adjusted by the Committee, as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the kind or value of, issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under Grants; provided, however, that any fractional shares resulting from such adjustment shall be

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eliminated.  In addition, the Committee shall have discretion to make the foregoing equitable adjustments in any circumstances in which an adjustment is not mandated by this subsection (d) or applicable law, including in the event of a Change in Control.  Any adjustments to outstanding Grants shall be consistent with section 409A or 422 of the Code, to the extent applicable.  Any adjustments determined by the Committee shall be final, binding and conclusive.

6.Eligibility for Participation

(a)Eligible Persons.  All Employees, including Employees who are officers or members of the Board, and all Non-Employee Directors shall be eligible to participate in the Plan.

(b)Selection of Participants.  The Committee shall select the Employees and Non-Employee Directors to receive Grants and shall determine the number of shares of Company Stock subject to each Grant.

7.Options

(a)General Requirements. The Committee may grant Options to an Employee or Non-Employee Director upon such terms and conditions as the Committee deems appropriate under this Section 7.  The Committee shall determine the number of shares of Company Stock that will be subject to each Grant of Options to Employees and Non-Employee Directors.

(b)Type of Option, Price and Term.

(i)The Committee may grant Incentive Stock Options or Nonqualified Stock Options or any combination of the two, all in accordance with the terms and conditions set forth herein.  Incentive Stock Options may be granted only to Employees of the Company or its parents or subsidiaries, as defined in section 424 of the Code.  Nonqualified Stock Options may be granted to Employees or Non-Employee Directors.

(ii)The Exercise Price of Company Stock subject to an Option shall be determined by the Committee and may be equal to or greater than the Fair Market Value of a share of Company Stock on the date the Option is granted.  However, an Incentive Stock Option may not be granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary, as defined in section 424 of the Code, unless the Exercise Price per share is not less than 110% of the Fair Market Value of the Company Stock on the date of grant.

(iii)The Committee shall determine the term of each Option, which shall not exceed ten years from the date of grant.  However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary, as defined in section 424 of the Code, may not have a term that exceeds five years from the date of grant.

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(c)Exercisability of Options.

(i)Options shall become exercisable in accordance with such terms and conditions as may be determined by the Committee and specified in the Grant Agreement.  The Committee may accelerate the exercisability of any or all outstanding Options at any time for any reason.

(ii)The Committee may provide in a Grant Agreement that the Participant may elect to exercise part or all of an Option before it otherwise has become exercisable.  Any shares so purchased shall be restricted shares and shall be subject to a repurchase right in favor of the Company during a specified restriction period, with the repurchase price equal to the lesser of (A) the Exercise Price or (B) the Fair Market Value of such shares at the time of repurchase, or such other restrictions as the Committee deems appropriate.

(iii)Options granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except that such Options may become exercisable, as determined by the Committee, upon the Participant’s death, Disability or retirement, or upon a Change in Control or other circumstances permitted by applicable regulations).

(d)Termination of Employment or Service.  Except as provided in the Grant Agreement, an Option may only be exercised while the Participant is employed by the Employer, or providing service as a Non-Employee Director.  The Committee shall determine in the Grant Agreement under what circumstances and during what time periods a Participant may exercise an Option after termination of employment or service.

(e)Exercise of Options.  A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to the Company.  The Participant shall pay the Exercise Price for the Option (i) in cash, (ii) if permitted by the Committee, by delivering shares of Company Stock owned by the Participant and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation to ownership of shares of Company Stock having an aggregate Fair Market Value on the date of exercise equal to the Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve.  Shares of Company Stock used to exercise an Option shall have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option.  Payment for the shares pursuant to the Option, and any required withholding taxes, must be received by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance of the Company Stock.

(f)Limits on Incentive Stock Options.  Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of the stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, as defined in section 424 of the Code, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option.  An Incentive Stock Option shall not be

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granted to any person who is not an Employee of the Company or a parent or subsidiary, as defined in section 424 of the Code.

8.Stock Units

(a)General Requirements.  The Committee may grant Stock Units to an Employee or Non-Employee Director, upon such terms and conditions as the Committee deems appropriate under this Section 8.  Each Stock Unit shall represent the right of the Participant to receive a share of Company Stock or an amount based on the value of a share of Company Stock.  All Stock Units shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan.

(b)Terms of Stock Units.  The Committee may grant Stock Units that are payable on terms and conditions determined by the Committee, which may include payment based on achievement of performance goals.  Stock Units may be paid at the end of a specified vesting or performance period, or payment may be deferred to a date authorized by the Committee.  The Committee shall determine the number of Stock Units to be granted and the requirements applicable to such Stock Units.

(c)Payment With Respect to Stock Units.  Payment with respect to Stock Units shall be made in cash, in Company Stock, or in a combination of the two, as determined by the Committee.  The Grant Agreement shall specify the maximum number of shares that can be issued under the Stock Units.

(d)Requirement of Employment or Service.  The Committee shall determine in the Grant Agreement under what circumstances a Participant may retain Stock Units after termination of the Participant’s employment or service, and the circumstances under which Stock Units may be forfeited.

9.Stock Awards

(a)General Requirements. The Committee may issue shares of Company Stock to an Employee or Non-Employee Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 9.  Shares of Company Stock issued pursuant to Stock Awards may be issued for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determined by the Committee.  The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals.  The Committee shall determine the number of shares of Company Stock to be issued pursuant to a Stock Award.

(b)Requirement of Employment or Service.  The Committee shall determine in the Grant Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant’s employment or service, and the circumstances under which Stock Awards may be forfeited.

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(c)Restrictions on Transfer.  While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 15(a).  Each certificate for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant.  The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed.  The Company may retain possession of any certificates for Stock Awards until all restrictions on such shares have lapsed.

(d)Right to Vote and to Receive Dividends.  The Committee shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period.

10.Stock Appreciation Rights and Other Stock-Based Awards

(a)SARs.  The Committee may grant SARs to an Employee or Non-Employee Director separately or in tandem with an Option.  The following provisions are applicable to SARs:

(i)Base Amount.  The Committee shall establish the base amount of the SAR at the time the SAR is granted.  The base amount of each SAR shall be equal to the per share Exercise Price of the related Option or, if there is no related Option, an amount that is at least equal to the Fair Market Value of a share of Company Stock as of the date of Grant of the SAR.

(ii)Tandem SARs.  The Committee may grant tandem SARs either at the time the Option is granted or at any time thereafter while the Option remains outstanding; provided, however, that, in the case of an Incentive Stock Option, SARs may be granted only at the date of the grant of the Incentive Stock Option.  In the case of tandem SARs, the number of SARs granted to a Participant that shall be exercisable during a specified period shall not exceed the number of shares of Company Stock that the Participant may purchase upon the exercise of the related Option during such period.  Upon the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall terminate.  Upon the exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Company Stock.

(iii)Exercisability.  An SAR shall be exercisable during the period specified by the Committee in the Grant Agreement and shall be subject to such vesting and other restrictions as may be specified in the Grant Agreement.  The Committee may grant SARs the exercise of which is subject to achievement of performance goals or other conditions.  The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason.  The Committee shall determine in the Grant Agreement under what circumstances and during what periods a Participant may exercise an SAR after termination of employment or service.  A tandem SAR shall be exercisable only while the Option to which it is related is exercisable.

(iv)Grants to Non-Exempt Employees.  SARs granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as amended, may not be

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exercisable for at least six months after the date of grant (except that such SARs may become exercisable, as determined by the Committee, upon the Participant’s death, Disability or retirement, or upon a Change in Control or other circumstances permitted by applicable regulations).

(v)Value of SARs.  When a Participant exercises SARs, the Participant shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised.  The stock appreciation for an SAR is the amount by which the Fair Market Value of the underlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described in subsection (i).

(vi)Form of Payment.  The Committee shall determine whether the stock appreciation for an SAR shall be paid in the form of shares of Company Stock, cash or a combination of the two.  For purposes of calculating the number of shares of Company Stock to be received, shares of Company Stock shall be valued at their Fair Market Value on the date of exercise of the SAR.  If shares of Company Stock are to be received upon exercise of an SAR, cash shall be delivered in lieu of any fractional share.

(b)Other Stock-Based Awards.  The Committee may grant other awards not specified in Sections 7, 8 or 9 or subsection (a) above that are based on or measured by Company Stock to Employees and Non-Employee Directors, on such terms and conditions as the Committee deems appropriate.  Other Stock-Based Awards may be granted subject to achievement of performance goals or other conditions and may be payable in Company Stock or cash, or in a combination of the two, as determined by the Committee in the Grant Agreement.

11.Dividend Equivalents.

(a)General Requirements.  When the Committee makes a Grant under the Plan, the Committee may grant Dividend Equivalents in connection with the Grant, under such terms and conditions as the Committee deems appropriate under this Section 11.  Dividend Equivalents may be paid to Participants currently or may be deferred, as determined by the Committee.  All Dividend Equivalents that are not paid currently shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan.  Dividend Equivalents may be accrued as a cash obligation, or may be converted to Stock Units for the Participant, and deferred Dividend Equivalents may accrue interest, all as determined by the Committee.  The Committee may provide that Dividend Equivalents shall be payable based on the achievement of specific performance goals.

(b)Payment with Respect to Dividend Equivalents.  Dividend Equivalents may be payable in cash or shares of Company Stock or in a combination of the two, as determined by the Committee.

12.Qualified Performance-Based Compensation

(a)Designation as Qualified Performance-Based Compensation.  The Committee may determine that Stock Units, Stock Awards, Dividend Equivalents or Other Stock-Based

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Awards granted to an Employee shall be considered “qualified performance-based compensation” under section 162(m) of the Code, in which case the provisions of this Section 12 shall apply.  The Committee may also grant Options or SARs under which the exercisability of the Options is subject to achievement of performance goals as described in this Section 12 or otherwise.

(b)Performance Goals.  When Grants are made under this Section 12, the Committee shall establish in writing (i) the objective performance goals that must be met, (ii) the period during which performance will be measured, (iii) the maximum amounts that may be paid if the performance goals are met, and (iv) any other conditions that the Committee deems appropriate and consistent with the requirements of section 162(m) of the Code for “qualified performance-based compensation.”  The performance goals shall satisfy the requirements for “qualified performance-based compensation,” including the requirement that the achievement of the goals be substantially uncertain at the time they are established and that the performance goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met.  The Committee shall not have discretion to increase the amount of compensation that is payable, but may reduce the amount of compensation that is payable, pursuant to Grants identified by the Committee as “qualified performance-based compensation.”

(c)Criteria Used for Objective Performance Goals.  The Committee shall use objectively determinable performance goals based on one or more of the following criteria:  stock price, earnings per share, price-earnings multiples, net earnings, operating earnings, revenue, number of days sales outstanding in accounts receivable, productivity, margin, EBITDA (earnings before interest, taxes, depreciation and amortization), net capital employed, return on assets, shareholder return, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, market share, relative performance to a comparison group designated by the Committee, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures.  The performance goals may relate to one or more business units or the performance of the Company as a whole, or any combination of the foregoing.  Performance goals need not be uniform as among Participants.

(d)Timing of Establishment of Goals. The Committee shall establish the performance goals in writing either before the beginning of the performance period or during a period ending no later than the earlier of (i) 90 days after the beginning of the performance period or (ii) the date on which 25% of the performance period has been completed, or such other date as may be required or permitted under applicable regulations under section 162(m) of the Code.

(e)Certification of Results.  The Committee shall certify the performance results for the performance period specified in the Grant Agreement after the performance period ends.  The Committee shall determine the amount, if any, to be paid pursuant to each Grant based on the achievement of the performance goals and the satisfaction of all other terms of the Grant Agreement.

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(f)Death, Disability or Other Circumstances.  The Committee may provide in the Grant Agreement that Grants under this Section 12 shall be payable, in whole or in part, in the event of the Participant’s death or disability, a Change in Control or under other circumstances consistent with the Treasury regulations and rulings under section 162(m) of the Code.

13.Deferrals

The Committee may permit or require a Participant to defer receipt of the payment of cash (including dividend equivalents) or the delivery of shares that would otherwise be due to the Participant in connection with any Grant.  The Committee shall establish rules and procedures for any such deferrals, consistent with applicable requirements of section 409A of the Code.

14.Withholding of Taxes

(a)Required Withholding.  All Grants under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements.  The Company may require that the Participant or other person receiving or exercising Grants pay to the Company the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Grants, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Grants.

(b)Election to Withhold Shares.  If the Committee so permits, a Participant may elect to satisfy the Company’s tax withholding obligation with respect to Grants paid in Company Stock by having shares withheld, at the time such Grants become taxable, up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.  The election must be in a form and manner prescribed by the Committee.

15.Transferability of Grants

(a)Restrictions on Transfer.  Except as described in subsection (b) below, only the Participant may exercise rights under a Grant during the Participant’s lifetime, and a Participant may not transfer those rights except by will or by the laws of descent and distribution.  When a Participant dies, the personal representative or other person entitled to succeed to the rights of the Participant may exercise such rights.  Any such successor must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Participant’s will or under the applicable laws of descent and distribution.

(b)Transfer of Nonqualified Stock Options to or for Family Members.  Notwithstanding subsection (a) above, the Committee may provide, in a Grant Agreement, that a Participant may transfer Nonqualified Stock Options to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with the applicable securities laws, according to such terms as the Committee may determine; provided that the Participant receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer.

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16.Consequences of a Change in Control

(a)In the event of a Change in Control, the Committee may take any one or more of the following actions with respect to some or all outstanding Grants, without the consent of any Participant: (i) the Committee may determine that outstanding Options and SARs shall be fully exercisable, and restrictions on outstanding Stock Awards and Stock Units shall lapse, as of the date of the Change in Control or at such other time as the Committee determines, (ii) the Committee may require that Participants surrender their outstanding Options and SARs in exchange for one or more payments by the Company, in cash or Company Stock as determined by the Committee, in an amount equal to the amount by which the then Fair Market Value of the shares of Company Stock subject to the Participant’s unexercised Options and SARs exceeds the Exercise Price, or Base Amount, as applicable, if any, and on such terms as the Committee determines, (iii) after giving Participants an opportunity to exercise their outstanding Options and SARs, the Committee may terminate any or all unexercised Options and SARs at such time as the Committee deems appropriate, (iv) with respect to Participants holding Stock Units, Other Stock-Based Awards or Dividend Equivalents, the Committee may determine that such Participants shall receive one or more payments in settlement of such Stock Units, Other Stock-Based Awards or Dividend Equivalents, in such amount and form and on such terms as may be determined by the Committee, (v) if the Company is the surviving corporation, the Committee may determine that Grants will remain outstanding after the Change in Control, or (vi) if the Company is not the surviving corporation, the Committee may determine that Grants that remain outstanding after the Change in Control shall be converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation).  Such acceleration, surrender, termination, settlement or conversion shall take place as of the date of the Change in Control or such other date as the Committee may specify.

(b)Other Transactions.  The Committee may provide in a Grant Agreement that a sale or other transaction involving a subsidiary or other business unit of the Company shall be considered a Change in Control for purposes of a Grant, or the Committee may establish other provisions that shall be applicable in the event of a specified transaction.

17.Requirements for Issuance of Shares

No Company Stock shall be issued in connection with any Grant hereunder unless and until all legal requirements applicable to the issuance of such Company Stock have been complied with to the satisfaction of the Committee.  The Committee shall have the right to condition any Grant made to any Participant hereunder on such Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares of Company Stock as the Committee shall deem necessary or advisable, and certificates representing such shares may be legended to reflect any such restrictions.  Certificates representing shares of Company Stock issued under the Plan will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon.  Except as determined under Section 9(a), no Participant shall have any right as a shareholder with respect to Company Stock covered by a Grant until shares have been issued to the Participant.

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18.Amendment and Termination of the Plan

(a)Amendment.  The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without approval of the stockholders of the Company if such approval is required in order to comply with the Code or applicable laws, or to comply with applicable stock exchange requirements.  No amendment or termination of this Plan shall, without the consent of the Participant, materially impair any rights or obligations under any Grant previously made to the Participant under the Plan, unless such right has been reserved in the Plan or the Grant Agreement, or except as provided in Section 19(b) below.  Notwithstanding anything in the Plan to the contrary, the Board may amend the Plan in such manner as it deems appropriate in the event of a change in applicable law or regulations.

(b)No Repricing Without Stockholder Approval.  Except as otherwise provided in Section 5(d), the terms of outstanding Grants may not be amended to reduce the exercise price of outstanding Options or the base amount of outstanding SARs or to cancel outstanding Options or SARs in exchange for cash, other awards, Options with an exercise price that is less than the exercise price of the original Options or SARs with a base amount that is less than the base amount for the original SARs, without stockholder approval.

(c)Stockholder Approval for “Qualified Performance-Based Compensation.”  If Grants are made under Section 12 above, the Plan must be reapproved by the Company’s stockholders no later than the first stockholders meeting that occurs in the fifth year following the year in which the stockholders previously approved the provisions of Section 12, if additional Grants are to be made under Section 12 and if required by section 162(m) of the Code or the regulations thereunder.

(d)Termination of Plan.  The Plan shall terminate on May 7, 2017, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders.  The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant.

19.Miscellaneous

(a)Grants in Connection with Corporate Transactions and Otherwise.  Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make other stock-based awards outside of this Plan.  Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company in substitution for a grant made by such corporation.  The terms and conditions of the Grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives, as determined by the Committee

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(b)Compliance with Law.  The Plan, the exercise of Options and the obligations of the Company to issue or transfer shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required.  With respect to persons subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act.  In addition, it is the intent of the Company that Incentive Stock Options comply with the applicable provisions of section 422 of the Code, that Grants of “qualified performance-based compensation” comply with the applicable provisions of section 162(m) of the Code and that, to the extent applicable, Grants are either exempt from, or comply with, the requirements of section 409A of the Code.  To the extent that any legal requirement of section 16 of the Exchange Act or section 422, 162(m) or 409A of the Code as set forth in the Plan ceases to be required under section 16 of the Exchange Act or section 422, 162(m) or 409A of the Code, that Plan provision shall cease to apply.  The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation.  The Committee may also adopt rules regarding the withholding of taxes on payments to Participants.

(c)Enforceability.  The Plan shall be binding upon and enforceable against the Company and its successors and assigns.

(d)Funding of the Plan; Limitation on Rights.  This Plan shall be unfunded.  The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under this Plan.  Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company and any Participant or any other person.  No Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company.  To the extent that any person acquires a right to receive payment from the Company hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.

(e)Rights of Participants.  Nothing in this Plan shall entitle any Employee, Non-Employee Director or other person to any claim or right to receive a Grant under this Plan.  Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employment or service of the Employer.

(f)No Fractional Shares.  No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant.  The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(g)Employees Subject to Taxation Outside the United States.  With respect to Participants who are subject to taxation in countries other than the United States, the Committee may make Grants on such terms and conditions as the Committee deems appropriate to comply with the laws of the applicable countries, and the Committee may create such procedures, addenda and subplans and make such modifications as may be necessary or advisable to comply with such laws.

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(h)Governing Law.  The validity, construction, interpretation and effect of the Plan and Grant Agreements issued under the Plan shall be governed and construed by and determined in accordance with the laws of the State of New York, without giving effect to the conflict of laws provisions thereof.

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EX-10.3

Exhibit 10.3

INVESTMENT TECHNOLOGY GROUP, INC.

AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

1.Purpose.  The purpose of this Amended and Restated Employee Stock Purchase Plan (the “Plan”) of Investment Technology Group, Inc. (the “Company”) is to encourage stock ownership by Employees (as defined below) of the Company and its Subsidiaries (as defined below) and thereby provide Employees with an incentive to contribute to the profitability and success of the Company, and to provide a benefit that will assist the Company in competing to attract and retain Employees of high quality.  The Plan, which is intended to qualify as an “employee stock purchase plan” meeting the requirements of Section 423 of the Code, is for the exclusive benefit of eligible Employees of the Company and its Subsidiaries.

2.Definitions.  For purposes of the Plan, in addition to the terms defined in Section 1, terms are defined as set forth below:

(a)“Account” means the account maintained on behalf of the Participant by the Custodian for the purpose of investing in Stock and engaging in other transactions permitted under the Plan.

(b)“Administrator” means the person or persons designated to administer the Plan under Section 3(a).

(c)“Board” means the Board of Directors of the Company.

(d)“Code” means the Internal Revenue Code of 1986, as amended from time to time.  References to any provision of the Code will be deemed to include successor provisions thereto and regulations thereunder.

(e)“Custodian” means Computershare, or such successor thereto as may be appointed by the Board.

(f)“Earnings” means that portion of a Participant’s compensation which constitutes salary, bonus or overtime pay under the payroll system of the Company and its Subsidiaries and payable to a Participant during a given pay period.

(g)“Enrollment Date” means the first day of each Offering Period.

(h)“Employee” means a person classified as an employee of the Company or a Subsidiary (including an officer or director who is also an employee) for payroll purposes, as determined in the sole discretion of the Company.  Notwithstanding the foregoing, if a person is engaged in a non-employee status (including, but not limited to, as an independent contractor, an individual being paid through an employee leasing company or other third party agency) and is subsequently reclassified by the Company, the Internal Revenue Service, or a court as an employee for payroll purposes, such person, for purposes of this Plan, shall be deemed an

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Employee from the actual (and not the effective) date of such reclassification, unless expressly provided otherwise by the Company.

(i)“Fair Market Value,” unless otherwise required by an applicable provision of the Code, as of any date, means the closing sales price of the Stock as reported on the New York Stock Exchange on the date as of which the valuation is made.

(j)“Offering Period” means the approximately six-month period beginning on February 1 and ending on the last trading day of July or beginning August 1 and ending on the last trading day of January.  The first Offering Period began on February 1, 1998.

(k)“Participant” means an Employee of the Company or a Subsidiary who satisfies the eligibility criteria set forth in Section 5 and is participating in the Plan.

(l)“Purchase Date” means the last trading day of each Offering Period.

(m)“Purchase Right” means a Participant’s option to purchase shares, which is deemed to be outstanding and exercisable during an Offering Period in accordance with the Plan.  A Purchase Right represents an “option” as such term is used under Section 423 of the Code.

(n)“Stock” means the common stock, par value $.01 per share, of the Company, and such other securities as may be substituted or resubstituted for Stock under Section 4.

(o)“Subsidiary” or “Subsidiaries” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing more than 50% of the total combined voting power of all classes of stock in one of the other corporations in the chain, including a corporation that becomes a Subsidiary during the term of the Plan.

3.Administration.

(a)Administrator.  The Plan will be administered by an Administrator, which shall be the Board or such Board committee, officer, or committee of officers and Employees to which the Board may delegate administrative duties and authority (other than authority to amend the Plan).  The Administrator will have full authority to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as it may deem necessary or advisable to administer the Plan, to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and rules and regulations thereunder, to furnish to the Custodian such information as the Custodian may require, and to make all other decisions and determinations under the Plan (including determinations relating to eligibility).  No person acting in connection with the administration of the Plan will, in that capacity, participate in deciding any matter relating to his or her participation in the Plan.

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(b)The Custodian.  The Custodian will act as custodian under the Plan, and will perform such duties as are set forth in the Plan and in any agreement between the Company and the Custodian.  The Custodian will establish and maintain, as agent for each Participant, an Account and any subaccounts as may be necessary or desirable for the administration of the Plan.

(c)Other Administrative Provisions.  The Company will furnish information to the Custodian from its records as directed by the Administrator, and such records, including as to a Participant’s Earnings, will be conclusive on all persons unless determined by the Administrator to be incorrect.  Each Participant and other person claiming benefits under the Plan must furnish to the Company in writing an up-to-date mailing address and any other information as the Administrator or Custodian may reasonably request.  Any communication, statement, or notice mailed with postage prepaid to any such Participant or other person at the last mailing address filed with the Company will be deemed sufficiently given when mailed and will be binding upon the named recipient.  The Plan will be administered on a reasonable and nondiscriminatory basis, and Plan provisions and rules thereunder will apply in a uniform manner to all persons similarly situated.  All Participants will have equal rights and privileges (subject to the terms of the Plan) with respect to Purchase Rights outstanding during any given Offering Period.

4.Stock Subject to Plan.  Subject to adjustment as hereinafter provided, the total number of shares of Stock reserved and available for issuance upon exercise of Purchase Rights or otherwise under the Plan will be 1,198,313.  Any shares of Stock delivered by the Company under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.  Shares acquired in the open market through dividend reinvestment will not count against this limit.  The number and kind of such shares of Stock subject to the Plan will be proportionately adjusted, as determined by the Board, in the event of any extraordinary dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affecting the Stock.

5.Enrollment and Contributions.

(a)Eligibility.  An Employee of the Company or a Subsidiary may enroll in the Plan for any Offering Period if such Employee is employed at the Enrollment Date and was continuously so employed during the 15 days preceding the Enrollment Date, unless:

(i)At the time of enrollment, the Employee’s customary employment is 20 hours or less per week or the Employee’s customary employment is for not more than five months in any calendar year, or the Employee cannot legally enter into the obligations of a Participant;

(ii)Such person would upon enrollment be deemed to own, for purposes of Section 423(b)(3) of the Code, an aggregate of five percent or more of the total combined voting power or value of all outstanding shares of all classes of the Company or of any

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parent or Subsidiary (including in such person’s ownership the maximum number of shares that he or she could acquire under Section 6(c)); or

(iii)Such person is disqualified from participation in such Offering Period under Section 7(b).

The Company will notify an Employee of the date as of which he or she is eligible to initially enroll in the Plan, and will make available to each eligible Employee the necessary enrollment forms.

(b)Initial Enrollment.  An Employee who is or who will become eligible on or before a given Enrollment Date under Section 5(a) may, after receiving current information about the Plan, initially enroll in the Plan by executing and filing with the Administrator a properly completed enrollment form, including thereon the Employee’s election as to the rate of payroll contributions for the Offering Period.  To be effective for any Offering Period, such enrollment form must be filed at least 15 days before the Enrollment Date for the Offering Period.

(c)Reenrollment for Subsequent Offering Periods.  A Participant whose enrollment in and payroll contributions under the Plan continue throughout an Offering Period will automatically be reenrolled in the Plan for the next Offering Period unless (i) the Participant terminates enrollment before the Enrollment Date for the next Offering Period in accordance with Section 7(a) or (ii) on such Enrollment Date he or she is ineligible to participate under Section 5(a) (including due to disqualification under Section 7(b)).  The rate of payroll contributions for a Participant who is automatically reenrolled for an Offering Period will be the same as the rate of payroll contributions in effect at the end of the preceding Offering Period, unless the Participant files a new enrollment form at least 15 days before the Enrollment Date for the Offering Period designating a different rate of payroll contributions.

(d)Payroll Contributions.  An enrolled Participant will make contributions under the Plan by means of payroll deductions from each payroll period which ends during the Offering Period, at the rate elected by the Participant in his or her enrollment form filed nearest to, but not later than, 15 days before the Enrollment Date for the Offering Period.  The rate of payroll contributions elected by a Participant may not be more than ten percent of the Participant’s Earnings for each payroll period; provided, however, that the Board may specify a higher maximum rate, subject to Section 8(c) hereof.  The Administrator may specify, on the enrollment form, whether payroll contributions shall be a percentage of Earnings or a fixed dollar amount.  The foregoing and any election of a Participant notwithstanding, a Participant’s rate of payroll contributions will be adjusted downward by the Company at any time or from time to time as necessary to ensure that the limit on the amount of Stock purchased with respect to an Offering Period set forth in Section 6(c) is not exceeded.  A Participant may elect to increase, decrease, or discontinue payroll contributions for future Offering Periods by filing a new enrollment form at least 15 days before the Enrollment Date for the Offering Period.  A Participant may not elect to increase or decrease payroll contributions during an Offering Period, except that a Participant’s payroll contributions will be automatically discontinued upon the

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filing of an election to withdraw payroll contributions prior to a Purchase Date or the filing of an election to withdraw or transfer shares if such filing occurs less than one year after the Purchase Date on which such shares were purchased, as specified in Sections 5(f), 7(a) and 7(b).

(e)Holding of Payroll Contributions.  All payroll contributions by a Participant under the Plan will be received and held by the Company until the end of the Offering Period, and will represent unfunded obligations of the Company.  Such amounts are not required to be segregated and may be used by the Company for any corporate purpose.

(f)Withdrawal of Payroll Contributions; Refund of Payroll Contributions Upon Termination of Employment.  A Participant may elect to withdraw all (but not less than all) of his or her payroll contributions for a given Offering Period by filing a notice of withdrawal with the Administrator not later than the close of business the business day prior to the Purchase Date for such Offering Period.  In addition, if the Participant ceases to be employed by the Company and its Subsidiaries prior to the Purchase Date, his or her payroll contributions for that Offering Period shall be refunded.  In either case, the Company shall promptly pay to the Participant (or his or her estate, in the event of death) the amount of such payroll contributions.  No further payroll contributions shall be made by the Participant in that Offering Period.  In addition, in the case of withdrawal the Participant shall be subject to possible disqualification from participation in the next Offering Period under Section 7(b).

(g)Refund of Unused Payroll Contributions.  If any of a Participant’s payroll contributions are not applied to the purchase of shares on the Purchase Date (for example, if the number of shares purchased is limited under Section 6(c)), the portion of such payroll contributions not applied to the purchase of shares shall be promptly refunded to the Participant.

(h)No Interest Payable on Payroll Contributions.  No amounts of interest will be credited or payable by the Company on payroll contributions pending investment in Stock, withdrawal, refund upon termination, or refund of any unused portion, or in any other circumstance under the Plan.

6.Purchases of Stock.

(a)Purchase Rights.  Enrollment in the Plan for any Offering Period by a Participant will constitute a grant by the Company of a Purchase Right to such Participant for such Offering Period.  Each Purchase Right will be subject to the terms set forth in this Section 6.

(b)Purchase Price.  The purchase price at which each share of Stock will be purchased under a Purchase Right will equal 85% of the lesser of (i) Fair Market Value of a share of Stock on the first trading day in the Offering Period and (ii) Fair Market Value of a share of Stock on the last trading day in the Offering Period.

(c)Number of Shares Purchased.  The number of shares of Stock that will be purchased upon exercise of a Participant’s Purchase Right for an Offering Period will equal the number of shares (including fractional shares) that can be purchased at the purchase price

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specified in Section 6(b) with the aggregate amount of the Participant’s payroll contributions during the Offering Period; provided, however, that the number of shares of Stock subject to a Participant’s Purchase Right and purchasable in any Offering Period will not exceed the lesser of (i) the number derived by dividing $12,500 by 100% of the Fair Market Value of one share of Stock determined as of the first trading day in the Offering Period or (ii) the number of shares such that the Participant’s rights to purchase shares under all employee stock purchase plans qualifying under Section 423 of the Code of the Company and any parent or Subsidiary shall accrue at a rate which does not exceed $25,000 of the Fair Market Value of the Stock (determined at the time each such option is granted) as required under Section 423(b)(8) of the Code.

(d)Automatic Exercise and Purchase.  The Purchase Right will be automatically exercised on the Purchase Date for the Offering Period.  At or as promptly as practicable after the Purchase Date for an Offering Period, the aggregate amount of the Participant’s payroll contributions for the Offering Period will be applied by the Company to the purchase of shares of Stock, in accordance with the terms of the Plan.  Thereupon, the Company will deliver the shares of Stock purchased to the Custodian for deposit into the Participant’s Account.  Payment for Stock purchased upon exercise of a Purchase Right will be made only through payroll contributions in accordance with Section 5; no optional payments will be permitted.

(e)Expiration.  A Participant’s Purchase Right will expire on the earlier of the Purchase Date for the Offering Period (if not exercised) or the date on which the Participant’s enrollment in the Plan terminates.

(f)Dividend Reinvestment; Other Distributions.  Cash dividends on any Stock credited to a Participant’s Account will be automatically reinvested in additional shares of Stock; such amounts will not be available in the form of cash to Participants.  All cash dividends paid on Stock credited to Participants’ Accounts will be paid over by the Company to the Custodian at the dividend payment date.  The Custodian will aggregate all purchases of Stock in connection with the Plan for a given dividend payment date.  Purchases of Stock for purposes of dividend reinvestment will be made as promptly as practicable (but not more than 30 days) after a dividend payment date.  The Custodian will make such purchases, as directed by the Administrator, either (i) in transactions on any securities exchange upon which Stock is traded, otherwise in the over-the-counter market, or in negotiated transactions, or (ii) directly from the Company at 100% of the Fair Market Value of a share of Stock on the dividend payment date.  Any shares of Stock distributed as a dividend or distribution in respect of shares of Stock or in connection with a split of the Stock credited to a Participant’s Account will be credited to such Account.  In the event of any other non-cash dividend or distribution in respect of Stock credited to a Participant’s Account, the Custodian will, if reasonably practicable and at the direction of the Administrator, sell any property received in such dividend or distribution as promptly as practicable and use the proceeds to purchase additional shares of Stock in the same manner as cash paid over to the Custodian for purposes of dividend reinvestment.  Shares of Stock acquired under this Section 6(f) shall be subject to section 7(a) and 7(b) and, for such purposes, shall be

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deemed to be acquired by a Participant at the same time as the Participant acquired the underlying shares in respect of which the shares were distributed under this Section 6(f).

(e)Voting Rights.  Each Participant will be entitled to vote the number of shares of Stock credited to his or her Account (including any fractional shares credited to such account) on any matter as to which the approval of the Company’s stockholders is sought.  If a Participant does not vote or grant a valid proxy with respect to shares credited to his or her Account, such shares will be voted by the Custodian in accordance with any stock exchange or other rules governing the Custodian in the voting of shares held for customer accounts.  Similar procedures will apply in the case of any consent solicitation of Company stockholders.

7.Withdrawal or Transfer of Shares, Disqualification, and Account Distribution Upon Termination.

(a)Stock Withdrawals and Transfers.  A Participant may elect to withdraw shares of Stock from his or her Account in certificated form or to transfer such shares from his or her Account to an account of the Participant maintained with a broker-dealer or financial institution; provided, however, that an election to withdraw or transfer shares filed less than one year after the Purchase Date on which such shares were purchased shall be deemed an election to withdraw payroll contributions under Section 5(f) for the current Offering Period and shall result in disqualification from participation in the next Offering Period to the extent provided under Section 7(b).  If a Participant elects to withdraw shares, one or more certificates for whole shares shall be issued in the name of, and delivered to, the Participant, with such Participant receiving cash in lieu of fractional shares based on the Fair Market Value of a share of Stock on the date of withdrawal.  If shares of Stock are transferred from a Participant’s Account to a broker-dealer or financial institution that maintains an account for the Participant, only whole shares shall be transferred and cash in lieu of any fractional share shall be paid over for the account of Participant based on the Fair Market Value of a share of Stock on the date of transfer, unless otherwise determined by the Administrator based on the Administrator’s determination that such broker-dealer or financial institution is capable of crediting fractional shares.  Other provisions of this Plan notwithstanding, if the Participant is then an Employee of the Company or its Subsidiaries, transfers will be made only to a broker-dealer or financial institution through which Employees are then permitted to sell Stock under the Company’s policies governing employee trading in Company securities.  Participants may not designate any other person to receive directly shares of Stock withdrawn or transferred under the Plan, although no restrictions apply under this Plan to shares that have been withdrawn or transferred.  A Participant seeking to withdraw or transfer shares of Stock must give instructions to the Custodian in such manner and form as may be prescribed by the Administrator and the Custodian, which instructions will be acted upon as promptly as practicable.  Withdrawals and transfers will be subject to any fees imposed in accordance with Section 8(a) hereof.

(b)Disqualification.  If a Participant elects to withdraw payroll contributions at any time under Section 5(f) or elects to withdraw or transfer shares that were purchased at a Purchase Date less than one year before the date of filing the election to withdraw or transfer under Section 7(a) (which is also deemed to constitute an election to withdraw payroll

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contributions), the Participant’s enrollment for the Offering Period in effect at the date of such withdrawal or transfer shall cease and the Participant shall be disqualified from participating in the next Offering Period beginning after the filing of such election to withdraw payroll contributions or withdraw or transfer shares.  The foregoing notwithstanding, the Administrator may permit a Participant to reenroll in the next Offering Period if the Participant demonstrates and the Administrator finds that the withdrawal of payroll contributions and/or the withdrawal or transfer of shares was necessary due to an unforeseeable financial emergency or hardship of the Participant.  For purposes of the Plan, a Participant shall be deemed to withdraw or transfer shares from his or her Account in the order in which the shares were acquired (i.e., first in-first out).

(c)Distribution of Account Upon Termination.  Upon termination of employment of a Participant, the Custodian will continue to maintain the Participant’s Account until the earlier of such time as the Participant withdraws or transfers all Stock in the Account or one year after the Participant ceases to be employed by the Company and its Subsidiaries.  At the expiration of such one year period, the assets in Participant’s account shall be withdrawn or transferred as elected by the Participant or, in the absence of such election, as determined by the Administrator.  If a Participant dies while assets remain credited to his or her Account, all amounts payable to the Participant will be paid to his or her estate as promptly as practicable.

8.General.

(a)Costs.  Costs and expenses incurred in the administration of the Plan and maintenance of Accounts will be paid by the Company, including annual fees of the Custodian and any brokerage fees and commissions for the purchase of Stock upon reinvestment of dividends and distributions.  The foregoing notwithstanding, the Custodian may impose or pass through a reasonable fee for the withdrawal of Stock in the form of stock certificates (as permitted under Section 6(f)), and reasonable fees for other services unrelated to the purchase of Stock under the Plan, to the extent approved in writing by the Company and communicated to Participants.  In no circumstance shall the Company pay any brokerage fees and commissions for the sale of Stock acquired under the Plan by a Participant.

(b)Statements to Participants.  The Custodian will reflect payroll contributions, purchases, dividends and distributions and reinvestment thereof, withdrawals and transfers of shares of Stock and other Plan transactions by appropriate adjustments to the Participant’s Account.  The Custodian will, not less frequently than semi-annually, provide or cause to be provided a written statement to the Participant showing the transactions in his or her Account and the date thereof, the number of shares of Stock purchased, the aggregate purchase price paid, the purchase price per share, the brokerage fees and commissions paid (if any), the total shares of Stock held for the Participant’s Account (computed to at least three decimal places), and other information.

(c)Compliance with Section 423.  It is the intent of the Company that this Plan comply in all respects with applicable requirements of Section 423 of the Code and regulations thereunder.  Accordingly, if any provision of this Plan does not comply with such

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requirements, such provision will be construed or deemed amended to the extent necessary to conform to such requirements.

9.  General Provisions.

(a)Compliance With Legal and Other Requirements.  The Plan, the granting and exercising of Purchase Rights hereunder, and the other obligations of the Company and the Custodian under the Plan will be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required.  The Company may, in its discretion, postpone the issuance or delivery of Stock upon exercise of Purchase Rights until completion of such registration or qualification of such Stock or other required action under any federal or state law, rule, or regulation, listing or other required action with respect to any automated quotation system or stock exchange upon which the Stock or other Company securities are designated or listed, or compliance with any other contractual obligation of the Company, as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock in compliance with applicable laws, rules, and regulations, designation or listing requirements, or other contractual obligations.

(b)Limits on Encumbering Rights.  No right or interest of a Participant under the Plan, including any Purchase Right, may be pledged, encumbered, or hypothecated to or in favor of any party, subject to any lien, obligation, or liability of such Participant, or otherwise assigned, transferred, or disposed of except pursuant to the laws of descent or distribution, and any right of a Participant under the Plan will be exercisable during the Participant’s lifetime only by the Participant.

(c)No Right to Continued Employment.  Neither the Plan nor any action taken hereunder, including the grant of a Purchase Right, will be construed as giving any Employee the right to be retained in the employ of the Company or any of its Subsidiaries, nor will it interfere in any way with the right of the Company or any of its Subsidiaries to terminate any Employee’s employment at any time.

(d)Taxes.  The Company or any Subsidiary is authorized to withhold from any payment to be made to a Participant, including any payroll and other payments not related to the Plan, amounts of withholding and other taxes due in connection with any transaction under the Plan, and a Participant’s enrollment in the Plan will be deemed to constitute his or her consent to such withholding.  In addition, Participants are required to advise the Company of sales and other dispositions of Stock acquired under the Plan in order to permit the Company to comply with tax laws and to claim any tax deductions to which the Company may be entitled with respect to the Plan.

(e)Changes to the Plan.  The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of stockholders or Participants, provided, however,  that any such action will be subject to the approval of the Company’s stockholders within one year after such Board action if such stockholder approval is required by any federal or state law

9

or regulation or the rules of any automated quotation system or stock exchange on which the Stock may then be quoted or listed, or if such stockholder approval is necessary in order for the Plan to continue to meet the requirements of Section 423 of the Code, and the Board may otherwise, in its discretion, determine to submit other such actions to stockholders for approval.  Upon termination of the Plan, the Board may elect to terminate all outstanding Purchase Rights at such time as the Board may designate; if such termination results in termination of any Purchase Right prior to its exercise, all of a Participant’s payroll contributions not invested in Stock will be returned to the Participant (without interest) as promptly as practicable.

(f)No Rights to Participate; No Stockholder Rights.  No Participant or Employee will have any claim to participate in the Plan with respect to Offering Periods that have not commenced, and the Company will have no obligation to continue the Plan.  No Purchase Right will confer on any Participant any of the rights of a stockholder of the Company unless and until Stock is duly issued or transferred to the Custodian and credited to the Participant’s Account.

(g)Fractional Shares.  Unless otherwise determined by the Administrator, purchases of Stock under the Plan executed by the Custodian may result in the crediting of fractional shares of Stock to the Participant’s Stock Account.  Such fractional shares will be computed to at least three decimal places.  Fractional shares will not, however, be issued by the Company, and certificates representing fractional shares will not be delivered to Participants under any circumstances.  If at any time fractional shares will not be credited to Participants’ Accounts, the Administrator shall determine whether a Participant’s payroll contributions remaining after the purchase of the greatest possible number of whole shares on a given Purchase Date will be refunded or will be retained and applied to purchases in the next Offering Period.

(h)Nonexclusivity of the Plan.  Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval will be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

(i)Governing Law.  The Plan and all related documents shall be governed by, and construed in accordance with, the laws of the State of New York (except to the extent the Delaware General Corporation Law and provisions of federal law may be applicable), without reference to principles of conflict of laws.  If any provision hereof shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of the Plan shall continue to be fully effective.

(k)Effective Date.  The Plan was originally effective February 1, 1998, and previously amended and restated effective on May 12, 2009 upon approval by the Company’s stockholders.  The Plan as amended and restated herein shall be effective as of August 18, 2009.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert C. Gasser, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Investment Technology Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2009
	/s/ ROBERT C. GASSER
	Robert C. Gasser
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Howard C. Naphtali, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Investment Technology Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2009
	/s/ HOWARD C. NAPHTALI
	Howard C. Naphtali
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Under Section 906 of the Sarbanes-Oxley Act of 2002

(United States Code, Title 18, Chapter 63, Section 1350)

Accompanying Quarterly Report on Form 10-Q of

Investment Technology Group, Inc. for the Quarter Ended September 30, 2009

In connection with the Quarterly Report on Form 10-Q of Investment Technology Group, Inc. (the “Company”) for the quarter ended September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert C. Gasser, as Chief Executive Officer of the Company, and Howard C. Naphtali, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. (§)1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ ROBERT C. GASSER	/s/ HOWARD C. NAPHTALI
Robert C. Gasser	Howard C. Naphtali
Chief Executive Officer	Chief Financial Officer
November 5, 2009	November 5, 2009

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.