THIRD AMENDMENT TO STANDARD OFFICE LEASE (600 Corporate Pointe)

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 29 th  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

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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.

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

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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

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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.

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(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 ( “l0 th  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 ( “11 th  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

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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 describ