EXHIBIT
10.4.12


THIRD AMENDMENT TO STANDARD OFFICE
LEASE

(600 Corporate Pointe)


THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of
this 29th day of November, 2005, by and between ARDEN
REALTY FINANCE IV, L.L.C., a Delaware limited liability company (“Landlord”), and INVESTMENT TECHNOLOGY
GROUP, INC., a Delaware corporation (“Tenant”).


RECITALS


A.            Landlord
and Tenant entered into that certain Standard Office Lease dated as of February
29, 2000 (the “Initial Lease”), as
amended by that certain First Amendment to Standard Office Lease dated as of
April 1, 2003 (the “First Amendment”)
and that certain Second Amendment to Lease dated as of December 15, 2004 (the “Second Amendment”), whereby Landlord leases
to Tenant and Tenant leases from Landlord certain office space consisting of
24,724 rentable square feet and commonly known as Suite 1200 (the “Premises”) in that certain building located
at 600 Corporate Pointe, Culver City, California (the “Building”), as such Premises is more particularly
described in the Initial Lease. Collectively, the Initial Lease, First
Amendment and Second Amendment are hereinafter referred to as the “Original Lease.”


B.            Landlord
and Tenant now desire to amend the Original Lease to, among other things,
extend the Term, all on the terms and conditions set forth in this Amendment.


C.            All
capitalized terms used herein but not specifically defined in this Amendment
shall have the meanings ascribed to such terms in the Original Lease. The term “Lease” where used in the Original Lease and
this Amendment shall hereafter refer to the Original Lease, as amended by this
Amendment.


AGREEMENT


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are acknowledged, Landlord and Tenant agree
as follows:


1.             Premises.
Landlord and Tenant acknowledge and agree that (i) the Premises has been
remeasured and, as of the Renewal Commencement Date, the Premises shall be
deemed to consist of 24,724 rentable square feet, and (ii) the Premises is
currently vacant.


2.             Term.
The Term of the Lease is hereby extended until December 31, 2016 (the “New Expiration Date”). The period
commencing as of January 1, 2006 (the “Renewal
Commencement Date”) and ending on the New Expiration Date is
referred to herein as the “Extended Term”.


3.             Basic
Rental. During the period commencing as of January 1, 2006 and ending as of
the earlier of (i) the date immediately preceding the Business Operation Date
(as defined below) or (ii) February 28, 2006, Tenant shall not be obligated to
pay Basic Rental for the Premises. From and after the earlier of (a) the
Business Operation Date or (b) March 1, 2006 (such earlier date to be



 1
 









known
as the “Rent Commencement Date”),
without limiting Tenant’s obligation to pay Tenant’s Proportionate Share of
Direct Costs and all other amounts due and payable under the Lease, Tenant
shall pay Basic Rental for the Premises in accordance with the terms of Section
3(a) of the Initial Lease and the following payment schedule. As used herein, “Business Operation Date” shall mean the
date Tenant commences to conduct business in the Premises. The use of the
Premises as “swing” space in connection with Tenant’s construction of its
premises leased under the 400 Corporate Pointe lease shall not trigger the Business
Operation Date.


	
  Period of

  Extended Term

  	
   

  	
  Annual Basic

  Rental

  	
   

  	
  Monthly Basic

  Rental

  	
   

  	
  Monthly Basic Rental

  Per Rentable

  Square Foot

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rent Commencement Date –

  February 28, 2007

  	
   

  	
  $

  	
  637,879.20

  	
   

  	
  $

  	
  53,156.60

  	
   

  	
  $

  	
  2.15

  	
   

  
	
  March 1, 2007 – February 29, 2008

  	
   

  	
  $

  	
  655,680.48

  	
   

  	
  $

  	
  54,640.04

  	
   

  	
  $

  	
  2.21

  	
   

  
	
  March 1, 2008 – February 28, 2009

  	
   

  	
  $

  	
  676,448.64

  	
   

  	
  $

  	
  56,370.72

  	
   

  	
  $

  	
  2.28

  	
   

  
	
  March 1, 2009 – February 28, 2010

  	
   

  	
  $

  	
  697,216.80

  	
   

  	
  $

  	
  58,101.40

  	
   

  	
  $

  	
  2.35

  	
   

  
	
  March 1, 2010 – February 28, 2011

  	
   

  	
  $

  	
  717,984.96

  	
   

  	
  $

  	
  59,832.08

  	
   

  	
  $

  	
  2.42

  	
   

  
	
  March 1, 2011 – February 29, 2012

  	
   

  	
  $

  	
  738,753.12

  	
   

  	
  $

  	
  61,562.76

  	
   

  	
  $

  	
  2.49

  	
   

  
	
  March 1, 2012 – February 28, 2013

  	
   

  	
  $

  	
  762,488.16

  	
   

  	
  $

  	
  63,540.68

  	
   

  	
  $

  	
  2.57

  	
   

  
	
  March 1, 2013 – February 28, 2014

  	
   

  	
  $

  	
  783,256.32

  	
   

  	
  $

  	
  65,271.36

  	
   

  	
  $

  	
  2.64

  	
   

  
	
  March 1, 2014 – February 28, 2015

  	
   

  	
  $

  	
  806,991.36

  	
   

  	
  $

  	
  67,249.28

  	
   

  	
  $

  	
  2.72

  	
   

  
	
  March 1, 2015 – February 29, 2016

  	
   

  	
  $

  	
  833,693.28

  	
   

  	
  $

  	
  69,474.44

  	
   

  	
  $

  	
  2.81

  	
   

  
	
  March 1, 2016 –
  December 31, 2016

  	
   

  	
  $

  	
  857,428.32

  	
   

  	
  $

  	
  71,452.36

  	
   

  	
  $

  	
  2.89

  	
   

  



 


The Basic Rental due and payable for the first full
month of the Extended Term following the Rent Commencement Date in the amount
of $53,156.60 shall be due and payable by Tenant to Landlord upon Tenant’s
execution of this Amendment.


4.             Tenant’s
Proportionate Share of Direct Costs. During the Extended Term, Tenant shall
continue to pay Tenant’s Proportionate Share of Direct Costs for the Premises
in accordance with the terms of the Original Lease; provided, however, from and
after the Renewal Commencement Date, without limiting amounts accruing prior to
such date, (i) the Base Year shall be the calendar year 2006 (meaning that, as
of the Renewal Commencement Date, Tenant shall be not be required to pay Tenant’s
Proportionate Share of Direct Costs for the Premises until January 1, 2007) and
(ii) Tenant’s Proportionate Share shall be deemed to equal 8.45%.


5.             “As-Is”.
During the Extended Term, subject to Landlord’s performance of the Improvements
(as defined in Exhibit “A” attached hereto) pursuant to Exhibit “A”
attached hereto, Tenant hereby agrees to continue to lease the Premises “As Is”,
“With All Faults”, “without any representations or warranties”. Tenant hereby
agrees and warrants that it currently occupies the Premises and is, therefore,
very familiar with the condition of the Premises and the suitability of same



 2
 









for
Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to,
cause of action based upon, or claim that its obligations hereunder should be
reduced or limited because of the condition of the Premises or the Building or
the suitability of same for Tenant’s purposes. Tenant acknowledges that neither
Landlord nor any agent nor any employee of Landlord has made any
representations or warranty with respect to the Premises or the Building or
with respect to the suitability of the same for the conduct of Tenant’s business,
and Tenant expressly warrants and represents that Tenant has relied solely on
its own investigation and inspection of the Premises and the Building in its
decision to enter into this Amendment and continue to let the Premises in an “As
Is” condition. Tenant hereby waives subsection 1 of Section 1932 and Sections
1941 and 1942 of the Civil Code of California or any successor provision of
law.


6.             Security
Deposit. Landlord acknowledges that Tenant previously deposited with
Landlord a Security Deposit in the amount of $55,272.00 pursuant to the terms
of the Initial Lease. Concurrently with Tenant’s execution and delivery of this
Amendment to Landlord, Tenant shall deliver to Landlord, in immediately
available funds, an additional security deposit in the amount of Sixteen
Thousand One Hundred Eighty and 36/100 Dollars ($16,180.36) (the “Additional Security Deposit”) which shall
be held by Landlord as part of the Security Deposit (and in accordance with
Article 4 of the Lease) so that the aggregate amount of the Security Deposit
being held by Landlord shall equal Seventy-One Thousand Four Hundred Fifty-Two
and 36/100 Dollars ($71,452.36).


7.             Parking.
As a result of the remeasurement of the Premises, effective as of the Renewal
Commencement Date, Tenant shall be entitled (but not obligated ) to rent an
additional ten (10) parking passes, for a total of 99 parking passes. Up to ten
(10) of such 99 parking passes shall at Tenant’s option be for reserved parking
passes, and the remainder shall be for unreserved parking passes.
Notwithstanding any contrary provision contained in the Lease, (A) Tenant shall
not be obligated to rent any reserved or unreserved parking passes and (B)
commencing as of the Renewal Commencement Date, Tenant shall pay to Landlord
for all of its parking passes the prevailing rate charged from time to time at
the location of such parking passes (plus all applicable taxes) (currently,
such rate is $125.00 per month for reserved parking passes and $80.00 per month
for unreserved parking passes); provided however, that (i) the cost of reserved
or unreserved parking passes shall not be increased by more than five percent
(5%) per year (calculated on a cumulative and compounded basis), and (ii)
Tenant shall receive a fifteen percent (15%) discount on all reserved and
unreserved parking passes. Except to the extent expressly set forth to the
contrary in this Amendment, such additional unreserved parking passes shall be
rented by Tenant in accordance with the terms and conditions set forth in
Article 23 of the Initial Lease.


8.             Option
to Extend. Article 32 of the Initial Lease is hereby deleted in its
entirety and is of no further force or effect. Landlord hereby grants Tenant
one (1) option (“Option”) to
extend the Term for a period of five (5) years (the “Option Term”), which Option shall be exercisable only by
written notice delivered by Tenant to Landlord as set forth below.


(a)           Option
Rent. The rent payable by Tenant during the Option Term (“Option Rent”) shall be equal to the “Market Rent” (defined below). “Market Rent” shall mean the applicable
Monthly Basic Rental, escalations, Operating Expenses pass-throughs (including
any applicable base year or expense stop thresholds), and additional charges at
which tenants, as of the



 3
 









commencement
of the Option Term, are leasing non-renewal, non-sublease, non-equity space
comparable in size, location and quality to the Premises for a term comparable
to the Option Term, which comparable space is located in office buildings
comparable to the Building (“Comparable
Leases”) within the Marina del Rey / Fox Hills / West Los Angeles
office markets (the “Market”),
adjusted to appropriately reflect (i) the value of the existing improvements in
the Premises to Tenant, as compared to the value generally of existing improvements
in Comparable Leases within the Market, with such value to be based upon the
age, quality and layout of the improvements and the extent to which the same
could be utilized by Tenant with consideration given to the fact that the
improvements existing in the Premises are specifically suitable to Tenant, (ii)
the value of tenant improvement allowances, “free” rent and other inducements
being provided under Comparable Leases within the Market, and (iii) any other
material economic differences between the terms of this Lease during the Option
Term and the usual terms of Comparable Leases within the Market.


(b)           Exercise
of Option. The Option shall be exercised by Tenant only in the following
manner: (i) there shall exist no monetary default or non-monetary Event of
Default by Tenant on the delivery date of the Interest Notice or on the date of
Tenant’s Acceptance; (ii) Tenant shall deliver written notice (“Interest Notice”) to Landlord not more than
twelve (12) months nor less than nine (9) months prior to the expiration of the
Lease Term, stating that Tenant is interested in exercising the Option, (iii)
within fifteen (15) business days of Landlord’s receipt of Tenant’s written
notice, Landlord shall deliver notice (“Option
Rent Notice”) to Tenant setting forth the Option Rent; and (iv) if
Tenant desires to exercise such Option, Tenant shall provide Landlord written
notice within five (5) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) and upon, and
concurrent with such exercise, Tenant may, at its option, object to the Option
Rent contained in the Option Rent Notice. Tenant’s failure to deliver the
Interest Notice or Tenant’s Acceptance on or before the dates specified above
shall be deemed to constitute Tenant’s election not to exercise the Option. If
Tenant timely and properly exercises its Option, the Term shall be extended for
the Option Term upon all of the terms and conditions set forth in the Lease,
except that the rent for the Option Term shall be as indicated in the Option
Rent Notice, unless Tenant, concurrently with Tenant’s Acceptance, objects to
the Option Rent contained in the Option Rent Notice, in which case the parties
shall follow the procedure and the Option Rent shall be determined, as set
forth in Section 8(c) below.


(c)           Determination
of Market Rent. If Tenant timely and appropriately objects to the Market
Rent in Tenant’s Acceptance, Landlord and Tenant shall attempt to agree upon
the Market Rent using their best good-faith efforts. If Landlord and Tenant fail
to reach agreement within twenty-one (21) days following Tenant’s Acceptance (“Outside Agreement Date”), then each party
shall make a separate determination of the Market Rent which shall be submitted
to each other and to arbitration in accordance with the following items (i)
through (vii):


(i)            Landlord
and Tenant shall each appoint, within ten (10) days of the Outside Agreement
Date, one arbitrator who shall by profession be a current real estate broker or
appraiser of commercial office properties within the Market, and who has been
active in such field over the last five (5) years. The determination of the
arbitrators shall be limited solely to the issue of whether Landlord’s or
Tenant’s submitted Market Rent is the closest to the actual Market Rent as determined
by the arbitrators, taking into account the requirements of item (b), above.



 4
 









(ii)           The
two (2) arbitrators so appointed shall within five (5) business days of the
date of the appointment of the last appointed arbitrator agree upon and appoint
a third arbitrator who shall be qualified under the same criteria set forth
hereinabove for qualification of the initial two (2) arbitrators.


(iii)          The three (3) arbitrators shall within
fifteen (15) days of the appointment of the third arbitrator reach a decision
as to whether the parties shall use Landlord’s or Tenant’s submitted Market
Rent, and shall notify Landlord and Tenant thereof.


(iv)          The
decision of the majority of the three (3) arbitrators shall be binding upon
Landlord and Tenant.


(v)           If
either Landlord or Tenant fails to appoint an arbitrator within ten (10) days
after the applicable Outside Agreement Date, the arbitrator appointed by one of
them shall reach a decision, notify Landlord and Tenant thereof, and such
arbitrator’s decision shall be binding upon Landlord and Tenant.


(vi)          If
the two arbitrators fail to agree upon and appoint a third arbitrator, or both
parties fail to appoint an arbitrator, then the appointment of the third
arbitrator or any arbitrator shall be dismissed and the matter to be decided
shall be forthwith submitted to arbitration under the provisions of the
American Arbitration Association, but subject to the instruction set forth in
this Section 8(c).


(vii)         The cost of arbitration shall be paid by
Landlord and Tenant equally.


9.             Right
of First Offer. Landlord hereby grants to Tenant an ongoing right of first
offer with respect to any available space located on the 10th floor of the
Building (“l0th Floor First Offer Space”) and an ongoing
right of first offer with respect to any available space located on the 11th
floor of the Building (“11th Floor First Offer Space”) (each, a “First Offer Space”). Notwithstanding the
foregoing, (i) each such first offer right of Tenant shall commence only
following the expiration or earlier termination of (A) any lease existing as of
the date hereof pertaining to the applicable First Offer Space (“Existing Lease”), and (B) as to any First
Offer Space which is vacant as of the date of this Amendment, the first lease
pertaining to any portion of such First Offer Space entered into by Landlord
after the date of this Amendment, including any renewal of such existing or
future lease, whether or not such renewal is pursuant to an express written
provision in such lease, and regardless of whether any such renewal is
consummated pursuant to a lease amendment or a new lease, and (ii) such first
offer right shall be subordinate and secondary to all rights of expansion,
first refusal, first offer or similar rights existing as of the date hereof
granted to the tenants of the Existing Leases and (B) any other tenant of the
Building existing as of the date hereof (the rights described in items (i) and
(ii) above to be known collectively as “Superior
Rights”). Tenant’s right of first offer shall be on the terms and
conditions set forth in this Section 9. The list of other tenants in the
Building with Superior Rights includes, without limitation, Sony Corporation
and Karl Storz Endoscopy-America, Inc. (and/or any affiliates of either such
entity). Tenant agrees that the rights of other tenants to the First Offer
Space will have priority over Tenant’s rights hereunder to the extent



 5
 









such
other tenant’s rights constitute Superior Rights (even if such other tenants
are not specifically identified herein).


(a)           Procedure
for Offer. Landlord shall notify Tenant (“First
Offer Notice”), with a courtesy copy to CB Richard Ellis, Inc.
(Attn: Jeff Pion), from time to time when Landlord determines that Landlord
shall commence the marketing of any First Offer Space because such space shall
become available for lease to third parties, where no holder of a Superior
Right desires to lease such space. The First Offer Notice shall describe the
space so offered to Tenant and shall set forth Landlord’s proposed economic
terms and conditions applicable to Tenant’s lease of such space (collectively,
the “Economic Terms”).
Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer
Notice shall not apply during the last nine (9) months of the Extended Term
unless Tenant has delivered an Interest Notice to Landlord pursuant to Section
8 above nor shall Landlord be obligated to deliver the First Offer Notice
during the last eight (8) months of the Extended Term unless Tenant has timely
delivered Tenant’s Acceptance to Landlord pursuant to Section 8 above.


(b)           Procedure
for Acceptance. On or before the date which is seven (7) business days
after Tenant’s receipt of the First Offer Notice (the “Election Date”), Tenant shall deliver
written notice to Landlord (“Tenant’s Election
Notice”) pursuant to which Tenant shall elect either to (i) lease
the entire First Offer Space described in the First Offer Notice upon the
Economic Terms set forth in the First Offer Notice and the same non-Economic
Terms as set forth in the Lease (as then amended), (ii) refuse to lease such
First Offer Space identified in the First Offer Notice, specifying that such
refusal is not based upon the Economic Terms set forth by Landlord in the First
Offer Notice, but upon Tenant’s lack of need for such First Offer Space, in
which event Landlord may lease such First Offer Space to any entity on any
terms Landlord desires (the “Subsequent Lease”)
and Tenant’s right of first offer with respect to the First Offer Space
specified in Landlord’s First Offer Notice shall thereupon terminate and be of
no further force or effect until such space once again becomes available after
expiration of the Subsequent Lease including any renewal or extension of such
Subsequent Lease, whether or not such renewal or extension is pursuant to an
express written provision in such Subsequent Lease, and regardless of whether
any such renewal or extension is consummated pursuant to a lease amendment or a
new lease, or (iii) refuse to lease the First Offer Space, specifying that such
refusal is based upon the Economic Terms set forth in the First Offer Notice,
in which event Tenant shall also specify in Tenant’s Election Notice revised
Economic Terms upon which Tenant would be willing to lease such First Offer
Space from Landlord. If Tenant does not so respond in writing to Landlord’s
First Offer Notice by the Election Date, Tenant shall be deemed to have elected
the option described in clause (b)(ii) above. If Tenant timely delivers to
Landlord Tenant’s Election Notice pursuant to clause (b)(iii) above, Landlord
may elect either to: (A) lease such First Offer Space to Tenant upon the
revised Economic Terms specified by Tenant in Tenant’s Election Notice, and the
same non-Economic Terms as set forth in the Lease (as then amended); or (B) lease
the First Offer Space to any person or entity upon any terms Landlord desires;
provided, however, if the Economic Terms of Landlord’s proposed lease to said
third party are less favorable to Landlord than those Economic Terms proposed
by Tenant in Tenant’s Election Notice, before entering into such third party
lease, Landlord shall notify Tenant (and deliver a courtesy copy to CB Richard
Ellis, Inc., Attn: Jeff Pion, on any such notice) of such less favorable
Economic Terms and Tenant shall have the right to lease the First Offer Space
upon such less favorable Economic



 6
 









Terms
by delivering written notice thereof to Landlord within five (5) business days
after Tenant’s receipt of Landlord’s notice. If Tenant does not elect to lease
such space from Landlord within said five (5) business day period, Tenant shall
be deemed to have elected the option described in clause (b)(ii) above. In
determining whether the Economic Terms of Landlord’s proposed lease to a third
party are less favorable to Landlord than those Economic Terms proposed by
Tenant in Tenant’s Election Notice, all concessions shall be blended into an
effective rental rate over the term of the proposed lease to said third party
and such effective rental rate shall be compared with the effective rental rate
of the Economic Terms proposed by Tenant in Tenant’s Election Notice, and the
Economic Terms of Landlord’s proposed lease to the third party shall only be
deemed less favorable to Landlord if the effective rental rate of the proposed
lease to the third party is less than ninety percent (90%) of the effective
rental rate of the Economic Terms proposed by Tenant in Tenant’s Election
Notice. The effective rental rate shall mean the rental amount to be paid to
Landlord, taking into account any free rent, tenant improvement expenses or
allowances to be incurred by Landlord and any other monetary concessions
granted by Landlord.


(c)           Construction
of First Offer Space. Except as otherwise set forth in the Economic Terms
(as they may be revised pursuant to Section 9(b) above), Tenant shall
take the First Offer Space in its “as-is” condition, and Tenant shall be
entitled to construct improvements in the First Offer Space in accordance with
the provisions of Article 9 of the Lease.


(d)           Lease
of First Offer Space. If Tenant timely and properly exercises Tenant’s
right to lease the First Offer Space as set forth herein, Landlord and Tenant
shall execute an amendment adding such First Offer Space to the Lease upon the
same non-economic terms and conditions as applicable to the initial Premises,
and upon the Economic Terms (as they may be revised pursuant to Section 9(b)
above). Unless otherwise specified in the Economic Terms (as they may be
revised pursuant to Section 9(b) above), Tenant shall commence payment
of rent for the First Offer Space and the term of the First Offer Space shall
commence upon the date of delivery of such space to Tenant. The term for the
First Offer Space shall expire co-terminously with Tenant’s lease of the
initial Premises, unless otherwise specified in Landlord’s Economic Terms.


(e)           No
Defaults. Tenant shall not have the right to lease First Offer Space as
provided in this Section 9 if, as of the date of the First Offer Notice,
or, at Landlord’s option, as of the scheduled date of delivery of such First
Offer Space to Tenant, there exists a monetary default under the Lease or a
non-monetary Event of Default by Tenant.


(f)            Landlord’s
failure to deliver any notice to Jeff Pion pursuant to this Paragraph 9 shall
not defeat or render invalid a notice otherwise properly given by Landlord to
Tenant (and accordingly Tenant shall have no recourse and Landlord shall have
no liability for such failure to notify Mr. Pion).


10.           Option
to Terminate. Subject to the terms and conditions set forth in this Section
10, effective as of December 31, 2010 (the “Termination Date”), Tenant shall have the one-­time option
(the “Termination Option”) to
terminate this entire Lease (but not any portion of the Lease), upon the
following terms and conditions; if the following terms and conditions are not
timely and completely satisfied, then the Termination Option shall be null and
void with no further force and effect:



 7
 









(a)           Tenant
shall give Landlord written notice (the “Termination
Notice”) of Tenant’s election to exercise the Termination Option at
least nine (9) months prior to the Termination Date; and


(b)           There
shall exist no Event of Default by Tenant on (i) the date Landlord receives the
Termination Notice, or (ii) on the Termination Date; and


(c)           Tenant
shall pay to Landlord, concurrently with Tenant’s delivery of the Termination
Notice to Landlord, a termination fee (the “Termination
Fee”) in the amount of $179,496.24 plus (II) the unamortized
Leasing Costs (defined below) as of the Termination Date, based upon an amortization
period from the Renewal Commencement Date until the New Expiration Date. The
term “Leasing Costs” shall mean
the sum of (A) all costs and expenses paid by Landlord in connection with the
Improvements, and (B) the brokerage commissions paid by Landlord in connection
with this Amendment. If Tenant does not timely pay any portion of the
Termination Fee to Landlord as set forth herein, then, at Landlord’s option, in
addition to all other rights and remedies of Landlord, (A) the Termination
Option (and Termination Notice) shall be null and void with no force and
effect, and the Lease shall continue in full force and effect as if Tenant had
not elected to terminate the Lease and as if this Section 10 did not
exist, and/or (B) Tenant shall be in material default under the Lease, without
any notice and/or cure period, and Landlord may pursue all of its available
rights and remedies in connection therewith.


(d)           In
the event Tenant timely and properly exercises the Termination Option, the term
of the Lease shall terminate effective as of the Termination Date, Basic Rental
and all other monetary obligations under the Lease shall be paid through and
apportioned as of the Termination Date, and neither Landlord nor Tenant shall
have any rights, liabilities or obligations accruing under the Lease after the
Termination Date, except for such rights and liabilities which, by the terms of
the Lease are obligations of the Tenant or Landlord which expressly survive the
expiration of the Lease. The Termination Option shall automatically terminate
and become null and void upon the failure of Tenant to timely or properly
exercise the Termination Option or timely pay the Termination Fee.


11.           Permitted
Transfers. Notwithstanding anything to the contrary, an assignment of the
Lease or sublease of the Premises by Tenant to any corporation, partnership,
limited liability company or other entity which controls, is controlled by or
is under common control with Tenant, or to any corporation, partnership,
limited liability company or other entity resulting from the merger of or
consolidation with Tenant or acquiring all or substantially all of the business
or assets of Tenant (each a “Permitted
Transferee”) shall not require the consent of Landlord, provided (a)
Tenant notifies Landlord of any such assignment or sublease at least ten (10)
days prior to its effective date and promptly supplies Landlord with any
documents or information reasonably requested by Landlord regarding such
assignment or sublease or such Permitted Transferee, or (b) the net worth of
the Permitted Transferee immediately after the date of transfer shall be
reasonably sufficient to satisfy all of the obligations under the Lease.
Landlord shall not have recapture/termination rights or the right to collect
any Transfer Premium or any other payment with respect to any such assignment
or sublease.



 8
 









12.           Deletions;
Cross-Default Modification. Paragraphs 1 and 3 of the Second Amendment are
hereby deleted in their entirety and are of no further force or effect.
Paragraph 2 of the Second Amendment is hereby amended to provide that the
addition of subparagraph (iv) to Article 19(a)(iii) shall only apply if the
same entity or affiliated entities own both the Building and the building at
400 Corporate Pointe.


13.           Notices.
The Lease is amended to provide that Tenant’s address for notice purposes shall
be:


Ms. Susan Nelson, Vice President, Director of
Facilities

ITG, Inc.

44 Farnsworth Street, 9th
Floor

Boston, MA 02210

Telephone:            (617) 692-6565

Facsimile:               (617) 692-6890

Email:      Snelson@ITGINC.com


ITG, Inc.

380 Madison Avenue, 4th Floor

New York, NY 10017

Attn:                       General
Counsel

Facsimile:               (212) 444-6345


14.           Estoppel.
Tenant warrants, represents and certifies to Landlord that, as of the date of
this Amendment: (a) to Tenant’s actual knowledge, Landlord is not in default
under the Lease; and (b) Tenant does not have any defenses or offsets to
payment of rent and performance of its obligations under the Lease as and when
the same becomes due. Landlord warrants, represents and certifies to Tenant
that, to the best of Landlord’s actual knowledge, as of the date of this
Amendment: (x) Tenant is not in default under the Lease; and (b) Landlord does
not have any claims for amounts due (other than current monthly rent amounts,
which are not delinquent as of the date hereof) or defenses to performance of
its obligations under the Lease as and when the same becomes due.


15.           Brokers.
Tenant represents and warrants to Landlord that it has not dealt with any
broker with respect to this Amendment other than CB Richard Ellis, Inc. (“Broker”). If Tenant has dealt with any
broker or person with respect to this Amendment, other than the Broker, Tenant
shall be solely responsible for the payment of any fees due said other person
or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord
from any liability in respect thereto.


16.           Original
Lease in Full Force. Except for those provisions which are inconsistent
with this Amendment and those terms, covenants and conditions for which performance
has heretofore been completed, all other terms, covenants and conditions of the
Original Lease shall remain in full force and effect. Tenant ratifies the
Original Lease, as amended hereby.


17.           Facsimile;
Counterparts. Signatures by facsimile on this Amendment shall have the same
force and effect as original ink signatures. This Amendment may be executed in



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counterparts,
each of which shall be deemed an original part and all of which together shall
constitute a single agreement.


IN WITNESS WHEREOF,
the parties have executed this Amendment as of the date first written above.


	
  LANDLORD:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
  ARDEN REALTY
  FINANCE IV, L.L.C., a

  Delaware limited liability company

  	
   

  	
  INVESTMENT TECHNOLOGY GROUP,

  INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert C.
  Peddicord

  	
   

  	
  By:

  	
  /s/ David L. Meitz

  	
   

  
	
  Name:

  	
  Robert C.
  Peddicord

  	
   

  	
  Name:

  	
  DAVID L. MEITZ

  	
   

  
	
  Title:

  	
  Executive Vice
  President

  	
   

  	
  Its:

  	
  MANAGING DIRECTOR

  	
   

  
	
   

  	
  Operations and
  Leasing

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stuart
  Sperling

  	
   

  
	
   

  	
   

  	
   

  	
  Stuart Sperling

  	
   

  
	
   

  	
   

  	
   

  	
  CEO ITG SSI

  	
   

  
												



 



 10















EXHIBIT
“A” 


TENANT
WORK LETTER


This Tenant Work
Letter shall set forth the terms and conditions relating to the performance of
tenant improvements in the Premises. This Tenant Work Letter is essentially
organized chronologically and addresses the issues of the performance of the
tenant improvements, in sequence, as such issues will arise. All capitalized
terms used herein but not specifically defined in this Tenant Work Letter shall
have the meanings ascribed to such terms in the Amendment to which this Tenant
Work Letter is attached.


SECTION 1


LANDLORD’S INITIAL CONSTRUCTION
IN THE PREMISES


Landlord has
constructed, at its sole cost and expense, the base, shell and core (i) of the
Premises, and (ii) of the floor of the Building on which the Premises is located
(collectively, the “Base, Shell and Core”).
Tenant has inspected and hereby approves the condition of the Base, Shell and
Core, and agrees that the Base, Shell and Core shall be delivered to Tenant in
its current “as-is” condition. The improvements to be initially installed in
the Premises shall be designed and constructed pursuant to this Tenant Work
Letter. Any costs of initial design and construction of any improvements to the
Premises shall be an “Improvement Allowance Item”, as that term is defined in Section
2.2 of this Tenant Work Letter.


SECTION 2


IMPROVEMENTS


2.1           Improvement Allowance. Tenant
shall be entitled to a one-time improvement allowance (the “Improvement Allowance”) in the amount of
$620,572.40 (based on $25.10 per rentable square foot of the Premises) for the
costs relating to the initial design and construction of Tenant’s improvements
which are permanently affixed to the Premises (the “Improvements”) and the other items described in Section 2.2
of this Tenant Work Letter. In no event shall Landlord be obligated to make
disbursements pursuant to this Tenant Work Letter in a total amount which
exceeds the Improvement Allowance and in no event shall Tenant be entitled to
any credit for any unused portion of the Improvement Allowance not used by
Tenant by December 31, 2007.


Landlord shall be
permitted to construct the Improvements during Tenant’s occupancy of the
Premises. Tenant hereby agrees that the construction of the Improvements shall
in no way constitute a constructive eviction of Tenant or entitle Tenant to any
abatement of rent payable pursuant to the Lease. Landlord shall have no
responsibility for, or for any reason be liable to, Tenant for any direct or
indirect injury to or interference with Tenant’s business arising from the construction
of the Improvements, nor shall Tenant be entitled to any compensation or
damages from Landlord for loss of the use of the whole or any part of the
Premises or of Tenant’s personal property or improvements resulting from the
construction of the Improvements or Landlord’s or Landlord’s contractor’s or
agent’s actions in connection with the construction of the Improvements, or for
any inconvenience or



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annoyance occasioned by
the construction of the Improvements or Landlord’s or Landlord’s contractor’s
or agent’s actions in connection with the construction of the Improvements,
except to the extent any damages are caused by the gross negligence or
misconduct of Landlord or its contractor’s or agents. Tenant hereby agrees to
use commercially reasonable efforts to cooperate with Landlord in connection
with the construction of the Improvements including, without limitation, moving
any furniture, fixtures, equipment and other property which Landlord or its
contractor may request be moved. Notwithstanding the foregoing, Landlord shall
use its commercially reasonable efforts to perform the Improvements in a manner
so as to minimize unreasonable interference with Tenant’s business at the
Premises. As used herein, “Landlord Delay”
means any delay in the substantial completion of the construction of the
Improvements to the extent caused by any of the following: (i) a failure by
Landlord to perform any act required on its part within the time limit
specified herein for such action; (ii) Landlord’s making improper objections to
Tenant’s plan or drawing submissions or requesting changes with respect to
already approved elements; (iii) a change order which results from the
negligence or misconduct of Landlord, Landlord’s representative or any other
agent or contractor of Landlord; and (iv) Landlord’s failure to pay, when due,
any amounts required to be paid by Landlord under this Tenant Work Letter. If
Tenant contends that a Landlord Delay has occurred, Tenant shall notify
Landlord in writing (the “Delay Notice”)
of the event which constitutes the Landlord Delay and a Landlord Delay shall
then be deemed to have occurred commencing as of the date of Landlord’s receipt
of the Delay Notice and ending as of the day such delay ends. If (A) Tenant
does not elect or is unable to convert this Work Letter to a “Tenant Build”
Work Letter pursuant to Section 4.1 below, and (B) any Landlord Delay
exceeds forty-five (45) days, then for each day of Landlord Delay beyond
forty-five (45) days Tenant shall be entitled to rental abatement equal to
fifty percent (50%) of the per diem Basic Rental amount otherwise due and owing
by Tenant to Landlord under the Lease.


2.2           Disbursement of the Improvement
Allowance. Except as otherwise set forth in this Tenant Work Letter, the
Improvement Allowance shall be disbursed by Landlord (each of which
disbursements shall be made pursuant to Landlord’s reasonable disbursement
process) for costs related to the construction of the Improvements and for the
following items and costs (collectively, the “Improvement
Allowance Items”): (i) payment of the fees of the “Architect” and
the “Engineers,” as those terms are defined in Section 3.1 of this
Tenant Work Letter, and payment of the fees incurred by, and the actual
out-of-pocket cost of documents and materials supplied by, Landlord and
Landlord’s consultants in connection with the preparation and review of the “Construction
Drawings,” as that term is defined in Section 3.1 of this Tenant Work
Letter; (ii) the cost of permits; (iii) the cost of any changes in the Base,
Shell and Core required by the Construction Drawings (other than changes
located in the Common Areas of the Building which are required to comply with
current Code requirements and triggered solely by the Improvements, which
changes shall be paid for by Landlord at its sole cost and expense); (iv) the
cost of any changes to the Construction Drawings or Improvements required by
applicable building codes (the “Code”);
(v) the “Landlord Coordination Fee”, as that term is defined in Section
4.3.2 of this Tenant Work Letter; and (vi) the cost of acquiring and
installing computer and telephone data cabling and wiring. However, in no event
shall more than Three and 00/100 Dollars ($3.00) per rentable square foot of
the Improvement Allowance be used for the aggregate cost of items described in
(i) above; any additional amount incurred as a result of (i) above shall be
deemed to constitute an Over-Allowance Amount. In addition, in no event shall
more than Five and 00/100 Dollars ($5.00) per rentable square foot of the
Improvement



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Allowance be used for the
aggregate cost for telephone and data cabling; any additional amount incurred
as a result of such expenditures shall be deemed to constitute an
Over-Allowance Amount.


2.3           Standard Improvement Package.
Landlord has established specifications (the “Specifications”)
for the Building standard components to be used in the construction of the
Improvements in the Premises (collectively, the “Standard Improvement Package”), which Specifications are
available upon request. The quality of Improvements shall be equal to or of
greater quality than the quality of the Specifications, provided that Landlord
may, at Landlord’s option, require the Improvements to comply with certain
Specifications.


SECTION 3


CONSTRUCTION DRAWINGS


3.1           Selection of
Architect/Construction Drawings. Tenant shall retain an architect/space
planner reasonably acceptable to Landlord (the “Architect”) to prepare the “Construction Drawings,” as that
term is defined in this Section 3.1. Tenant shall also retain the engineering
consultants designated by Landlord (the “Engineers”)
to prepare all plans and engineering working drawings relating to the
structural, mechanical, electrical, plumbing, HVAC and lifesafety work of the
Tenant Improvements; provided, however, that Landlord shall designate Engineers
who are competitive in their fees and timely in their response, so as not
unnecessarily to increase the cost or delay the completion of the Improvements.
The plans and drawings to be prepared by Architect and the Engineers hereunder
shall be known collectively as the “Construction
Drawings.” All Construction Drawings shall comply with the drawing
format and specifications as reasonably determined by Landlord, and shall be
delivered to Landlord for Landlord’s approval. Landlord shall not unreasonably
withhold, condition or delay its approval and, unless Landlord has given Tenant
written notice of disapproval, specifying each objectionable item and the
reasons for Landlord’s objection, within ten (10) business days (or, in the
case of a re-submittal, five (5) business days) after Tenant’s submittal
(together with all additional information reasonably requested by Landlord in
order to evaluate said request), Landlord shall be deemed to have approved such
drawings. Tenant and Architect shall verify, in the field, the dimensions and
conditions as shown on the relevant portions of the base building plans, and
Tenant and Architect shall be solely responsible for the same, and Landlord
shall have no responsibility in connection therewith. Landlord’s review of the
Construction Drawings as set forth in this Section 3, shall be for its
sole purpose and shall not imply Landlord’s review of the same, or obligate
Landlord to review the same, for quality, design, Code compliance or other like
matters. Accordingly, notwithstanding that any Construction Drawings are
reviewed by Landlord or its space planner, architect, engineers and
consultants, and notwithstanding any advice or assistance which may be rendered
to Tenant by Landlord or Landlord’s space planner, architect, engineers, and
consultants, Landlord shall have no liability whatsoever in connection
therewith and shall not be responsible for any omissions or errors contained in
the Construction Drawings; provided, however, that Landlord’s approval of the
Construction Drawings shall be conclusive, as between Landlord and Tenant, that
the Construction Drawings (and the Improvements constructed substantially in
accordance therewith) satisfy all of the applicable requirements of the Lease
and this Tenant Work Letter (other than relating to defective workmanship or
Code compliance).



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SECTION 5


MISCELLANEOUS


5.1           Tenant’s Representative.
Tenant has designated Susan Nelson as its sole representative with respect to
the matters set forth in this Tenant Work Letter, who, until further notice to
Landlord, shall have full authority and responsibility to act on behalf of the
Tenant as required in this Tenant Work Letter.


5.2           Landlord’s Representative.
Prior to commencement of construction of Improvements, Landlord shall designate
a representative with respect to the matters set forth in this Tenant Work
Letter, who, until further notice to Tenant, shall have full authority and
responsibility to act on behalf of the Landlord as required in this Tenant Work
Letter.


5.3           Time of the Essence in This Tenant
Work Letter. Unless otherwise indicated, all references herein to a “number
of days” shall mean and refer to calendar days.



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