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ADMINISTRATIVE SERVICES AGREEMENT
among
CANTOR XXXXXXXXXX, X.X.,
CANTOR XXXXXXXXXX INTERNATIONAL,
eSPEED, INC.,
eSPEED SECURITIES, INC.,
eSPEED GOVERNMENT SECURITIES, INC.,
eSPEED MARKETS, INC.
and
eSPEED SECURITIES INTERNATIONAL LIMITED
Dated as of December 15, 1999
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ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT is made and entered into as of
December 15, 1999, among CANTOR XXXXXXXXXX, X.X., a Delaware limited partnership
("Cantor Xxxxxxxxxx"), Xxxxxx Xxxxxxxxxx International, an English unlimited
liability company ("CF International"), eSPEED, INC., a Delaware corporation
("Parent"), eSPEED SECURITIES, INC., a Delaware corporation and a wholly-owned
subsidiary of eSpeed ("eSpeed Securities"), eSPEED GOVERNMENT SECURITIES, INC.,
a Delaware corporation and a wholly-owned subsidiary of eSpeed ("eSpeed GS"),
eSPEED MARKETS, INC., a Delaware corporation and a wholly-owned subsidiary of
eSpeed ("eSpeed Markets") and eSPEED SECURITIES INTERNATIONAL LIMITED, a limited
company registered in England and Wales and a wholly-owned subsidiary of eSpeed
("eSpeed International"). References hereinafter to (i) "eSpeed" shall mean
Parent and/or one or more of eSpeed Securities, eSpeed GS, eSpeed Markets,
eSpeed International and any other subsidiary of Parent that becomes a party to
this Agreement in accordance with Section 17(j) and (ii) "Cantor" shall mean
Cantor Xxxxxxxxxx, XX International, and any other subsidiary or affiliate of
Cantor Xxxxxxxxxx that becomes a party to this Agreement in accordance with
Section 17(j).
W I T N E S S E T H:
WHEREAS, Parent is a recently formed company, the capital stock of which
is owned by affiliates of Cantor;
WHEREAS, Cantor Xxxxxxxxxx and/or its affiliates currently provide(s)
certain services, including office space, personnel and corporate services, such
as cash management, internal audit, facilities management, promotional sales and
marketing, legal, payroll, benefits administration and other administrative
services and insurance services, to various financial services and securities
firms in which Cantor has an ownership or management interest;
WHEREAS, Cantor is willing to provide or arrange for the provision of
similar services to eSpeed, all upon the terms and conditions set forth herein;
WHEREAS, in the absence of obtaining such services from Cantor, eSpeed
would require additional staff and would need to enhance its existing
administrative infrastructure sooner than desirable;
WHEREAS, eSpeed will conduct directly much of its own sales and marketing
functions, and will provide certain sales and marketing services to Cantor upon
the terms and conditions set forth herein; and
WHEREAS, each of the parties hereto acknowledges that greater efficiencies
and reduced costs are expected to be achieved from the economies of scale
associated with the
provision of such services by Cantor to eSpeed and by eSpeed to Cantor in the
manner provided herein during the term hereof;
NOW, THEREFORE, in consideration of the premises contained herein, it is
agreed as follows (capitalized terms used and not defined herein have the
meanings ascribed thereto in the Assignment and Assumption Agreement (for the
transfer of certain assets in the United States of America), dated as of
December 9, 1999):
1. Term. The term of this Agreement shall commence at the Closing and
shall remain in effect for a three-year period (the "Initial Term"). Thereafter,
this Agreement shall be renewed automatically for successive one-year terms (the
"Extended Term"), unless any party shall give written notice to the other
parties of its desire to terminate this Agreement at least six months before the
end of any such year ending during the Extended Term, in which event this
Agreement shall end with respect to the terminating party, on the last day of
such year. This Agreement may be terminated by a party as provided herein or, as
provided in Section 14, with respect to a particular service or group of
services only, in which case it shall remain in full force and effect with
respect to the other services described herein. Notwithstanding the foregoing,
the term of this Agreement with respect to any space made available to eSpeed by
Cantor, as the case may be, pursuant to Annex A and Annex B hereto shall be
coterminous with the term of Cantor's lease with respect to such space,
including any extension thereof. The Initial Term and the Extended Term are
referred to herein as the "Term".
2. Insurance. During the Term hereof and upon the terms and conditions set
forth herein, Cantor agrees to obtain for eSpeed the following insurance (i) in
the United States of America (which insurance policy and amount provided below
may be a single policy and an amount for eSpeed and Cantor combined), except as
otherwise agreed by eSpeed and Cantor, and subject to Section 14 hereof, and
(ii) or such insurance as is equivalent thereto in other jurisdictions, and in
such amounts as Cantor and eSpeed shall agree:
(a) Property and casualty insurance, including insurance against all
risks, except for standard policy exclusions, terms and conditions, for
all buildings, fixtures, boilers and other mechanical systems, electronic
data processing equipment and other equipment located at any eSpeed
facility in an amount not less than $40 million or such greater amount as
may be agreed from time to time;
(b) General liability insurance in an amount not less than $20
million;
(c) Officer and director liability insurance in an amount and having
the terms and conditions that are typical for a newly-public company in
eSpeed's industry;
(d) Business interruption insurance in the amount of $25 million;
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(e) Fidelity bond, if necessary, of not less than $25 million; and
(f) Such other insurance as eSpeed and Cantor shall agree.
3. Services. During the Term hereof and upon the terms and conditions set
forth herein,
(a) Cantor agrees to provide or, at Cantor's discretion, to arrange
for third parties to provide, to eSpeed the following services:
(1) Administration and Benefits Services. Cantor shall
administer each of the benefits and services referred to
in Section 2 hereof and this Section 3.
(2) Employee Benefits, Human Resources and Payroll Services.
Employees of eSpeed shall be entitled to participate in
all employee benefit plans of Cantor to the extent
permitted under applicable law. Cantor shall provide
certain human resources services, which shall include
interviewing prospective employees of eSpeed,
maintaining employee personnel records, administering
and disseminating information to employees of eSpeed
regarding fringe benefits, monitoring EEOC and
affirmative action compliance, training employees,
administering and monitoring worker's compensation,
monitoring labor relations, analyzing unemployment
compensation costs and assisting in the establishment of
procedures for hiring, promoting and terminating
employees. In addition, Cantor shall provide certain
payroll services, which shall include preparation of
payroll checks for eSpeed employees and maintenance of
employee payroll records, and making provision for the
associated payroll for payments and similar charges.
(3) Financial and Operations Services. Cantor shall assist
eSpeed in establishing and maintaining bank accounts,
investing short-term funds, credit analysis, obtaining
lines of credit, purchasing capital improvements
(including supplies and equipment), providing technical
advice as requested on commercial contracts and
client/business development. In addition, Cantor shall
assist eSpeed on all matters relating to acquisitions
and mergers and other corporate expansion (including the
leasing, purchasing and selling of real property and
complementary businesses).
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(4) Internal Auditing Services. Cantor shall provide
internal auditing of corporate records and supply the
relevant resulting audit reports directly to eSpeed's
Board of Directors and external auditors as requested by
eSpeed from time to time.
(5) Legal Related Services. Cantor shall make available its
in-house counsel and staff to provide legal advice and
related services of a type currently provided by such
persons to Cantor. Upon request, Cantor shall consult
with eSpeed management on the legal impact of proposed
transactions and on general collection matters. Cantor
shall also advise and assist eSpeed with respect to
compliance with regulatory matters and intellectual
property matters. Cantor may, in its discretion, engage
outside counsel and any other outside consultants to
assist in the provision of legal and related services to
eSpeed.
(6) Risk Management. Cantor shall assist eSpeed executives
in attempting to obtain insurance programs and
maintaining contacts and relationships with insurance
brokers and insurance carriers, other than the insurance
specifically provided for in Section 2 hereof.
(7) Accounting Services. Cantor's accounting department
shall assist eSpeed's accounting departments and provide
such general and specific accounting services, including
management accounting services, assistance in the
preparation of financial and regulatory statements,
filings, such as Forms 10-K, 10-Q and 8-K, proxy
statements and annual reports to stockholders, as the
parties may, from time to time, agree.
(8) General Tax Services. Cantor shall advise and assist
eSpeed in (i) preparing and filing all tax returns for
eSpeed, including federal, state and local corporate
income taxes, state franchise taxes, local property
taxes, state and local withholding taxes, value added
tax quarterly returns and unemployment compensation
taxes, (ii) preparing for discussions, meetings and
proceedings with tax authorities, and (iii) general tax
advice.
(9) Space. Cantor shall make certain office space available
to eSpeed at the cost and terms specified in Annex A and
Annex B hereto.
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(10) Personnel. Cantor shall make available to eSpeed the
services of those individuals identified by each of them
and at each of their reasonable request.
(11) Communication Facilities. Cantor or eSpeed shall provide
access for the requesting party to any communication
facilities (leased telephone lines or other data
transmission lines, or other property owned or leased by
Cantor or eSpeed, as the case may be, for any similar
purpose).
(12) Facilities Management. Cantor shall provide facilities,
management, maintenance and support services.
(13) Promotional Sales and Marketing. Cantor shall provide
promotional sales and marketing services to eSpeed.
(14) Miscellaneous. Cantor shall provide such other
miscellaneous services to eSpeed as the parties may
reasonably agree.
(b) eSpeed agrees to provide or, at eSpeed's discretion, to arrange
for third parties to provide, to Cantor the following services:
(1) Sales, Marketing and Public Relations. eSpeed shall
maintain its own sales, marketing and public relations
department and shall provide such sales, marketing and
public relations services to Cantor as Cantor may from
time to time request.
(2) Miscellaneous. eSpeed shall provide such other
miscellaneous services to Cantor as the parties may
agree.
4. Authority. Notwithstanding anything to the contrary contained in
Section 3 hereof, the parties hereto acknowledge and agree that each party shall
provide the services set forth in Section 3 of this Agreement subject to the
ultimate authority of eSpeed to control its own business and affairs. Each party
acknowledges that the services provided hereunder by Cantor are intended to be
administrative, technical and ministerial and are not intended to set policy for
eSpeed.
5. Charges for Insurance. The insurance provided for in Section 2 shall be
invoiced to and paid by eSpeed as follows:
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The premiums for each of the insurance policies described in Section 2
shall be allocated to eSpeed by Cantor and shall be determined by
multiplying Cantor's total actual insurance premiums for each such
coverage by a fraction, (i) in the case of general liability or business
interruption insurance, the numerator of which is the aggregate
consolidated net revenues (determined in accordance with Generally
Accepted Accounting Principles of the United States of America) of eSpeed
and the denominator of which is the aggregate consolidated net revenues of
Cantor plus any consolidated eSpeed net revenues not included in Cantor's
consolidated net revenues, excluding the revenues from any division or
subsidiary which does not benefit from or which is not covered by the
insurance to which these premiums relate, (ii) in the case of property and
casualty insurance, the numerator of which is the number of employees of
eSpeed and the denominator of which is the number of employees of eSpeed
and Cantor's affiliates, and (iii) in the case of all others as mutually
agreed to by eSpeed and Cantor.
6. Charges for Services. In consideration for providing the financial,
administrative, sales and marketing, and operational services provided for in
Section 3 hereof, each party receiving services shall pay to the providing party
the actual costs of such services, determined as follows:
Each providing party shall charge the receipent party for such receipent
party's appropriate share of the aggregate cost actually incurred in
connection with the provision of such services in an amount equal to the
direct cost that the providing party incurs in performing those services
plus a reasonable allocation of other costs determined in a consistent and
fair manner so as to cover such providing party's appropriate costs or in
such other manner the parties shall agree. The providing party shall not
charge the recipient party any portion of any tax for which the providing
party receives a rebate or credit, or to which the providing party is
entitled to a rebate or credit.
7. Other Benefits and Services. From time to time, Cantor and eSpeed may
agree to assist each other in the purchase of other benefits or services or in
the purchase by eSpeed from or through Cantor of other benefits or services. In
such event, the parties shall agree upon a mutually satisfactory basis of
allocation of costs.
8. Exculpation and Indemnity; Other Interests.
(a) Cantor (including its partners, officers, directors and
employees) shall not be liable to eSpeed or the stockholders of Parent for
any acts or omissions taken or not taken in good faith on behalf of eSpeed
and in a manner reasonably believed by Cantor to be within the scope of
the authority granted to it by this Agreement and in the best interests of
eSpeed, except for acts or omissions constituting fraud or willful
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misconduct in the performance of Cantor's duties under this Agreement.
Notwithstanding the foregoing, Cantor shall be liable to eSpeed for any
losses incurred by eSpeed in connection with the provision of Cantor's
services hereunder to the extent Cantor is entitled to be reimbursed by an
unaffiliated third party for any such liability. eSpeed shall indemnify,
defend and hold harmless Cantor (and its partners, officers, directors and
employees) from and against any and all claims or liabilities of any
nature whatsoever (including consequential damages and reasonable
attorney's fees) arising out of or in connection with any claim against
Cantor under or otherwise in respect of this Agreement, except where
attributable to the fraud or willful misconduct of Cantor.
(b) eSpeed (including its officers, directors and employees) shall
not be liable to Cantor or the partners of Cantor for any acts or
omissions taken or not taken in good faith on behalf of Cantor and in a
manner reasonably believed by eSpeed to be within the scope of the
authority granted to it by this Agreement and in the best interests of
Cantor, except for acts or omissions constituting fraud or willful
misconduct in the performance of eSpeed's duties under this Agreement.
Notwithstanding the foregoing, eSpeed shall be liable to Cantor for any
losses incurred by Cantor in connection with the provision of eSpeed's
services hereunder to the extent eSpeed is entitled to be reimbursed by an
unaffiliated third party for any such liability. Cantor shall indemnify,
defend and hold harmless eSpeed (and its stockholders, officers, directors
and employees) from and against any and all claims or liabilities of any
nature whatsoever (including consequential damages and reasonable
attorney's fees) arising out of or in connection with any claim against
eSpeed under or otherwise in respect of this Agreement, except where
attributable to the fraud or willful misconduct of eSpeed.
(c) Nothing in this agreement shall prevent Cantor and its
affiliates from engaging in or possessing an interest in other business
ventures of any nature or description, independently or with others,
whether currently existing or hereafter created, and none of eSpeed or any
of their respective stockholders shall have any rights in or to such
independent ventures or to the income or profits derived therefrom.
9. Relationship of the Parties. The relationship of Cantor Xxxxxxxxxx and
CF International, and Parent, eSpeed Securities, eSpeed GS, eSpeed Markets and
eSpeed International shall be that of contracting parties, and no partnership,
joint venture or other arrangement shall be deemed to be created hereby. Except
as expressly provided herein, none of Cantor Xxxxxxxxxx, XX International,
Parent, eSpeed Securities, eSpeed GS, eSpeed Markets or eSpeed International
shall have any claim against the others or right of contribution with respect to
any uninsured loss incurred by any of them nor shall any of them have a claim or
right against the others with respect to any loss that is deemed to be included
within the deductible, retention or self-insured portion of any insured risk.
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10. Audit. Any party hereto may request a review, by those certified
public accountants who examine Cantor's or eSpeed's books and records, of the
other party's cost allocation to the requesting party to determine whether such
allocation is proper under the procedures set forth herein. Such a review is to
be conducted at the requesting party's expense.
11. Documentation. Each party's charges to the other for all services and
benefits hereunder shall be substantiated by appropriate schedules, invoices or
other documentation.
12. Actual Cost. Any charges to the recipient for services or benefits
provided by Cantor or eSpeed, as the case may be, or by third parties pursuant
to Section 2 or 3 hereof shall be based upon rates not intended to provide a
profit to Cantor or eSpeed.
(a) Each recipient party shall pay to the relevant providing party
the aggregate charge for services provided under this Agreement in arrears
within 30 days after each calendar month. Amounts due by any one recipient
party to any one providing party under the Agreement shall be set off
against amounts due by the second party to the first under this or any
other Agreement.
(b) Any value added or other turnover taxes required to be charged
in respect of services provided by a party to another party shall be
charged in addition to any charges otherwise due hereunder, and shall be
included in the relevant invoice.
13. Invoicing and Billing. Each party shall invoice the other for charges
for services provided pursuant hereto on a monthly basis as incurred, such
invoices to be delivered to the other within 15 days after the end of each
calendar month. Such invoices may include third party charges incurred in
providing services pursuant to Section 2 or 3 hereof or, at the invoicing
party's option, services provided by one or more third parties may be invoiced
directly to the recipient of those services. Each party shall pay to the other
the aggregate charge for services provided under this Agreement in arrears
within 30 days after the end of each calendar month. Amounts due by one party to
another under this Agreement shall be netted against amounts due by the second
party to the first under this or any other agreement.
14. Services by Third Parties. Except with respect to space made available
to eSpeed pursuant to Annex A and Annex B, eSpeed (and Cantor, with respect to
sales, marketing and public relations services) may, without cause, procure any
of the services or benefits specified in Section 2 and/or Section 3 hereof from
a third party or may provide such services or benefits for itself. Cantor (or
eSpeed) shall discontinue providing such services or benefits upon written
notice by the discontinuing party, delivered at least three months before the
requested termination date.
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15. Excused Performance. Cantor (and eSpeed, with respect to sales and
marketing services) does not warrant that any of the services or benefits herein
agreed to be provided shall be free of interruption caused by Acts of God,
strikes, lockouts, accidents, inability to obtain third-party cooperation or
other causes beyond Cantor's (or eSpeed's) control. No such interruption of
services or benefits shall be deemed to constitute a breach of any kind
whatsoever.
16. Post-Termination of Payments. Notwithstanding any provision herein to
the contrary, all payment obligations hereof shall survive the happening of any
event causing termination of this Agreement until all amounts due hereunder have
been paid.
17. Miscellaneous.
(a) This Agreement and all the covenants herein contained shall be
binding upon the parties hereto, their respective heirs, successors, legal
representatives and assigns. No party shall have the right to assign all
or any portion of its obligations or interests in this Agreement or any
monies which may be due pursuant hereto without the prior written consent
of the other parties.
(b) The rule known as the eiusdem generis rule shall not apply and
accordingly:
(1) general words introduced by the words and phrases such
as "include", "including", "other" and "in particular"
shall not be given a restrictive meaning or limit the
generality of any preceding words or be construed as
being limited to the same class as the preceding words
where a wider construction is possible; and
(2) general words shall not be given a restrictive meaning
by reason of the fact that such words are followed by
particular examples intended to be embraced by the
general words, and references to writing includes any
method of reproducing words in a legible and
non-transitory form.
(c) No waiver by any party hereto of any of its rights under this
Agreement shall be effective unless in writing and signed by an officer of
the party waiving such right. No waiver of any breach of this Agreement
shall constitute a waiver of any subsequent breach, whether or not of the
same nature. This Agreement may not be modified or amended except (i) by a
writing signed by officers of each of the parties hereto and (ii) such
modification or amendment is approved by a majority of the outside
directors of the Board of Directors of Parent. For purposes of this
Agreement,
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an outside director shall mean a director who is not an employee, partner
or affiliate (other than solely by reason of being a director of eSpeed)
of Parent, Cantor Xxxxxxxxxx or any of their respective affiliates.
(d) This Agreement constitutes the entire Agreement of the parties
with respect to the services and benefits described herein, and cancels
and supersedes any and all prior written or oral contracts or negotiations
between the parties with respect to the subject matter hereof.
(e) This Agreement shall be strictly construed as independent from
any other agreement or relationship between the parties.
(f) This Agreement is made pursuant to and shall be governed and
construed in accordance with the laws of the State of New York, without
regard to the principles of conflict of laws thereof.
(g) The descriptive headings of the several sections hereof are
inserted for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.
(h) Any notice, request or other communication required or permitted
in this Agreement shall be in writing and shall be sufficiently given if
personally delivered or if sent by registered or certified mail, postage
prepaid, addressed as follows:
(i) If to Cantor Xxxxxxxxxx:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(ii) If to CF International:
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx XX0X 0XX
Attention: Managing Director
Facsimile: (000) 00-000-000-0000
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(iii) If to Parent:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(iv) If to eSpeed Securities:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(v) If to eSpeed GS:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(vi) If to eSpeed Markets:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(vii) If to eSpeed Securities International:
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx XX0X 0XX
Attention: Managing Director
Facsimile: (000) 00-000-000-0000
The address of any party hereto may be changed on notice to the
other parties hereto duly served in accordance with the foregoing
provisions.
(i) The parties of this Agreement understand and agree that any or
all of the obligations of Cantor set forth herein may be performed by
Cantor Xxxxxxxxxx or any of its subsidiaries, other than Parent or any of
Parent's subsidiaries. In addition, Cantor
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Xxxxxxxxxx may cause any or all of the benefits due to Cantor to be
received by any of its subsidiaries, other than Parent or any of Parent's
subsidiaries.
(j) Any subsidiary of Parent and/or Cantor Xxxxxxxxxx may become a
party to this Agreement by signing a counterpart of this Agreement and
agreeing to be bound by all of the terms and conditions of this Agreement
as of the date of its signature of such counterpart.
(k) In the event eSpeed uses assets that are subject to an operating
lease between Cantor and a third party to provide services hereunder,
eSpeed shall comply with the terms and conditions of such operating lease.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed or caused this
Administrative Services Agreement to be executed in their respective names by
their respective officers thereunto duly authorized, as of the date first
written above.
CANTOR XXXXXXXXXX, X.X.
By: CF Group Management, Inc.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman
CANTOR XXXXXXXXXX INTERNATIONAL
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman
eSPEED, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice Chairman
eSPEED SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Chief
Administrative Officer
eSPEED GOVERNMENT SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Chief
Administrative Officer
eSPEED MARKETS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Chief
Administrative Officer
[Signature Page for Administrative Services Agreement]
eSPEED SECURITIES
INTERNATIONAL LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
[Signature Page for Administrative Services Agreement]
ANNEX A
Space Sharing
(a) License to Use Space. During the term of this Agreement, Cantor shall
permit eSpeed to use a portion of Cantor's (or any of its subsidiaries' or
affiliates') offices ("Cantor Offices") for the purposes permitted under the
lease agreements pursuant to which either Cantor or such subsidiary or affiliate
leases such offices (to the extent such offices are leased), subject to the
terms and conditions set forth in this Agreement for a term coterminous with
respect to any respective lease. The space to be used by eSpeed shall be
initially as shown below, but may be expanded or contracted if and as mutually
agreed by the parties from time to time.
(b) Consideration. So long as eSpeed uses any portion of Cantor Offices,
eSpeed shall pay to Cantor on the first day of each calendar month with respect
to each such Cantor Office an amount equal to the product of (X) the average
rate per square foot then being paid by Cantor (or any of its affiliates) for
the specific Cantor Office, and (Y) the number of square feet agreed to pursuant
to paragraph (a) above, in each case determined in the same manner as rent is
computed under the relevant lease, or if the office(s) are owned by Cantor, in
an amount and in the same manner as the parties agree is customary for
commercial leases of similar offices. Payments for any partial calendar month
shall be prorated on a per diem basis.
(c) Compliance with Leases. eSpeed hereby agrees not to take any action or
fail to take any action in connection with its use of a portion of Cantor
Offices a result of which would be Cantor's violation of any of the terms and
conditions of any lease or other restriction on Cantor's use of such offices.
eSpeed agrees to comply with the terms and provisions of any such lease in
connection with such Cantor Office in which it or they use space.
Initial Square Footage to be used by eSpeed
1. Toronto 320
2. Montreal 8
3. Milan 600
4. Xxxxxxxxx 000
0. Xxxxx 000
0. Xxxx Xxxx 225
7. Singapore 8
ANNEX B (London)
Space Sharing for One America Square, London
(a) License to share space. During the term of this Agreement, and for so
long only as eSpeed remains a company which is within the same group as CF
International, eSpeed may share with CF International the occupation of the
whole or any part of CF International's premises at One America Square ("CF
International's Offices") for the purposes permitted under the tenancies
pursuant to which CF International leases the CF International Offices, subject
to the terms set out in this Annex B. The space to be shared by eSpeed and CF
International shall be initially as shown below, but may be expanded or
contracted if and as mutually agreed by the parties from time to time. At the
request of CF International, eSpeed shall vacate the CF International Offices
immediately upon ceasing to belong to the same group as CF International. In
this Annex B, a company is any body corporate and two companies are within the
same group as one another if one company is the holding company of another or if
both are subsidiaries of the same holding company ("holding company" and
"subsidiary" having the meanings given to them by Section 736 UK Companies Act
1985).
(b) Consideration. So long as eSpeed shares any part of the CF
International Offices, eSpeed shall pay to Cantor, on behalf of CF
International, on the first day of each calendar month with respect to each such
CF International Office an amount equal to the product of (X) the average rate
per square foot then being paid by CF International for the specific CF
International Office (such amount to include rent and any service charge,
insurance charge, rates and other outgoings of CF International) and (Y) the
number of square feet agreed pursuant to paragraph (a) above. Payments for any
partial calendar month shall be prorated on a daily basis.
(c) Compliance with leases. eSpeed hereby agrees not to take any action or
fail to take any action in connection with its sharing of any part of the CF
International Offices as a result of which would be CF International's breach of
any of the terms and conditions of any lease or other restriction or obligation
affecting CF International's use of such offices. eSpeed agrees to comply with
the terms and provisions of any such leases of the CF International Offices in
which it shares space. There is no intention to create between eSpeed, Cantor
and/or CF International the relationship of lessor and lessee in relation to the
CF International Offices.
Initial Square Footage to be used by eSpeed
TOTAL 16,000
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