SERVICES AND EXPENSE SHARING AGREEMENT
This Services and Expense Sharing Agreement is entered into as of April 1, 2020 by and between PEAK6 Investments LLC, a Delaware limited partnership (PEAK6) and each of its affiliates or subsidiaries listed in Exhibit A hereto (each a Service Recipient) and PEAK6 NI LIMITED a private limited company incorporated under the laws of Northern Ireland with its registered office at 1-3 Arthur Street, Belfast, Northern Ireland, BT1 4GA and company number NI666326 (Service Provider) (the Agreement).
W I T N E S S E T H:
WHEREAS, PEAK6 is an indirect owner of Service Provider;
WHEREAS, Service Provider has expertise and capabilities in, among other things, the areas of technology and engineering; and
WHEREAS, each Service Recipient desires to retain Service Provider to provide the various services described herein and Service Provider is willing to provide such services, all as more fully set forth below.
NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:
Service Recipient hereby appoints Service Provider for the term of this Agreement to perform the services described herein. Service Provider hereby accepts such appointment and agrees to perform the duties hereinafter set forth.
2. Representations and Warranties.
Each party hereby represents and warrants to the other party, which representations and warranties shall be deemed to be continuing, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(b) This Agreement has been duly authorized, executed and delivered by the parties in accordance with all requisite action and constitutes a valid and legally binding obligation of the parties, enforceable in accordance with its terms; and
(c) It is conducting its business in compliance with all applicable laws and regulations, has made and will continue to make all necessary filings, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its organizational documents, which shall mean its charter and bylaws, or equivalent thereof. nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property that would prohibit its execution or performance of this Agreement.