Addendum and Amendment to Support Services Agreement
This ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P, (Providing Party), Apex Clearing Holdings LLC (ACH) and Apex Clearing Corporation (Apex) is made and entered into as of December 1, 2012 with effect as of June 5, 2012 (this Addendum).
WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the Original Agreement); and
WHEREAS, ACH and Providing Party desire to enter into this Addendum to add Apex as a party and Apex, ACH and Providing Party desire enter into the other agreements set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1.1 Use of Defined Terms. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the Original Agreement shall have such meanings when used in this Addendum.
Section 2.1 Parties. The parties acknowledge and agree that Apex is the primary recipient of services under the Agreement and that all references to Receiving Party in the Agreement and this Addendum shall include Apex.
Section 2.2 Charges for Services.
(a) Clause (ii) of Section 4 of the Original Agreement is deleted and replaced with the following:
on a rate no less favorable to the Receiving Party than could be obtained from an equivalently skilled third-party source asked to perform under similar business conditions.
(b) The parties agree that the rates set forth on Schedule A hereto were determined in accordance with Section 4 of the Agreement and are the applicable rates for the period starting June 5, 2012 through the date that the parties amend such rates via written agreement.