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Guarantee and Collateral Agreement

TABLE OF CONTENTS

		Page

	SECTION 1. DEFINED TERMS
1.1.	Definitions	1
1.2.	Other Definitional Provisions	4

	SECTION 2. GUARANTEE
2.1.	Guarantee	4
2.2.	Right of Contribution	5
2.3.	No Subrogation	5
2.4.	Amendments, etc. with respect to the Borrower Obligations	5
2.5.	Guarantee Absolute and Unconditional	6
2.6.	Reinstatement	6
2.7.	Payments	6

	SECTION 3. GRANT OF SECURITY INTEREST

	SECTION 4. REPRESENTATIONS AND WARRANTIES
4.1.	Title; No Other Liens	8
4.2.	Perfected First Priority Liens	8
4.3.	Jurisdiction of Organization; Chief Executive Office	8
4.4.	Farm Products	8
4.5.	Pledged Notes	9
4.6.	Receivables	9
4.7.	Intellectual Property	9
4.8.	Commercial Tort Claims	9

	SECTION 5. COVENANTS
5.1.	Delivery of Instruments, Certificated Securities and Chattel Paper	10
5.2.	Maintenance of Perfected Security Interest; Further Documentation	10
5.3.	Changes in Name, etc.	10
5 4.	Notices	10
5.5.	Pledged Notes	10
5.6.	Intellectual Property	11
5.7.	Commercial Tort Claims	11

	SECTION 6. REMEDIAL PROVISIONS
6.1.	Certain Matters Relating to Receivables	11
6.2.	Communications with Obligors; Grantors Remain Liable	12
6.3.	Pledged Notes	12
6.4	Proceeds to be Turned Over To Administrative Agent	13
6.5.	Application of Proceeds	13

6.6.	Code and Other Remedies	14
6.7.	Deficiency	14

	SECTION 7. THE ADMINISTRATIVE AGENT
7.1.	Administrative Agents Appointment as Attorney-in-Fact, etc.	15
7.2.	Duty of Administrative Agent	16
7.3.	Execution of Financing Statements	16
7.4.	Authority of Administrative Agent	16

	SECTION 8. MISCELLANEOUS
8.1.	Amendments in Writing	17
8.2.	Notices	17
8.3.	No Waiver by Course of Conduct; Cumulative Remedies	17
8.4.	Enforcement Expenses; Indemnification	17
8.5.	Successors and Assigns	18
8.6.	Set-Off	18
8.7.	Counterparts	18
8.8.	Severability	18
8.9.	Section Headings	18
8.10	Integration	18
8.11.	GOVERNING LAW	19
8.12.	Submission To Jurisdiction; Waivers	19
8.13.	Acknowledgements	19
8.14.	Additional Grantors	19
8.15.	Releases	20
8.16.	WAIVER OF JURY TRIAL	20
8.17.	Grantors	20

SCHEDULES

Schedule 1	Notice Addresses
Schedule 2	Investment Property
Schedule 3	Perfection Matters
Schedule 4	Jurisdictions of Organization and Chief Executive Offices
Schedule 5	Intellectual Property

ANNEXES

Annex 1	Form of Acknowledgment and Consent
Annex 2	Form of Assumption Agreement

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GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 19, 2006, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the banks and other financial institutions or entities (the Lenders) from time to time parties to the Credit Agreement, dated as of May 19, 2006 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among Interactive Brokers Group LLC (the Borrower), the Lenders, Harris, N.A., as syndication agent (the Syndication Agent), Citibank, N.A. and HSBC Bank USA, National Association, as co-syndication agents, and the Administrative Agent.

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