Northern Star Investment Corp. II 30,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
Northern Star Investment Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 25th day of January, 2021, by and among Northern Star Investment Corp. II, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of January 25, 2021 between Northern Star Investment Corp. II, a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Ave, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Agreement, made and entered into effective as of January 25, 2021 (“Agreement”), by and between Northern Star Investment Corp. II, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
Northern Star Investment Corp. II c/o Graubard Miller New York, New York 10175 Citigroup Global Markets Inc. New York, New York 10013 Re: Initial Public Offering Gentlemen:Letter Agreement • January 15th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Northern Star Investment Corp. II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of January 25, 2021 by and between Northern Star Investment Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • July 25th, 2023 • Northern Star Investment Corp. II • Blank checks • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated February 21, 2021, is entered into by and between Northern Star Investment Corp. II, a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NORTHERN STAR INVESTMENT CORP. II, NSIC II-A MERGER LLC, NSIC II-B MERGER LLC, APEX CLEARING HOLDINGS LLC and, solely for the purposes of Section 5.21 herein, PEAK6 INVESTMENTS LLC DATED AS OF FEBRUARY...Agreement and Plan of Reorganization • February 22nd, 2021 • Northern Star Investment Corp. II • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 21, 2021, by and among Northern Star Investment Corp. II, a Delaware corporation (“Parent”), NSIC II-A Merger LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub I”), NSIC II-B Merger LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, “Merger Subs” and each a “Merger Sub”), Apex Clearing Holdings LLC, a Delaware limited liability company (“Company”), and, solely for the purposes of Section 5.21, PEAK6 Investments LLC (“PEAK6”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Subs and the Company shall be referred to herein, individually, as a “
FORM OF SPONSOR SUPPORT AGREEMENTJoinder Agreement • February 22nd, 2021 • Northern Star Investment Corp. II • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of February 21, 2021, is entered into by and among Northern Star II Sponsor LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth on Annex A hereto (together with the Sponsor Holdco, each a “Sponsor” and together, the “Sponsors”), Northern Star Investment Corp. II, a Delaware corporation (“Parent”) and Apex Clearing Holdings LLC, a Delaware limited liability company (the “Company”). Each of Sponsors, Parent and the Company are individually referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Reorganization, dated as of February 21, 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, NSIC II-A Merger LLC, a Delaware limited liability company (“Merger Sub I”), NSIC II-B Merger LLC, a Delaware limit
REVOLVING CREDIT AGREEMENT Dated November 2, 2017 by and between APEX CLEARING CORPORATION, as the Borrower and TRISTATE CAPITAL BANK, as the LenderRevolving Credit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Pennsylvania
THIS REVOLVING CREDIT AGREEMENT, dated this 2nd day of November, 2017, between APEX CLEARING CORPORATION, a New York corporation (the “Borrower”), and TRISTATE CAPITAL BANK, a Pennsylvania state chartered bank (the “Lender”). The parties hereto, intending to be legally bound hereby, agree as follows:
CLEARING AGREEMENT (OMNIBUS—FULL SERVICE)Clearing Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • California
Payment will be made one business day after receipt of your documents in Fed Funds to any account that you may wish to specify.
SERVICES AND EXPENSE SHARING AGREEMENTServices and Expense Sharing Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Illinois
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”).
Sixth Addendum and Amendment to Support Services AgreementNorthern Star Investment Corp. II • April 8th, 2021 • Blank checks
This SIXTH 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 January 1, 2018 (this “Addendum”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This First Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of September 12, 2019, by and among APEX CLEARING CORPORATION, a New York corporation (the “Borrower”), the Lenders party hereto, and BMO HARRIS BANK N.A, as Administrative Agent (the “Agent”).
SUPPORT SERVICES AGREEMENT by and between PEAK6 INVESTMENTS, L.P. and APEX CLEARING HOLDINGS LLC Dated as of June 5, 2012Support Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Illinois
This SUPPORT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2012, by and between PEAK6 Investments, L.P. (the “Providing Party”), and Apex Clearing Holdings LLC, a Delaware limited liability company (the “Receiving Party”).
APEX CLEARING HOLDINGS LLC AND MAGNETAR FINANCIAL LLC as Representative of the Holders NOTE ISSUANCE AGREEMENT Dated as of February 19, 2021 Convertible Senior Notes due 2023Supplemental Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
NOTE ISSUANCE AGREEMENT dated as of February 19, 2021, between Apex Clearing Holdings LLC, a Delaware limited liability company, as issuer (the “Company,” as more fully set forth in Section 1.01), and Magnetar Financial LLC, as representative of the Holders (in such capacity, the “Representative”), with the initial Holders listed on Schedule I hereto.
SERVICES AGREEMENT BETWEEN APEX CLEARING CORPORATION AND APEX CRYPTO LLCServices Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Delaware
This Services Agreement (this “Agreement”), as it may be amended, modified, or replaced from time to time, by and between Apex Clearing Corporation (“Apex”) and Apex Crypto LLC (“Crypto”) shall be effective as of December 13,2018.
Addendum and Amendment to Support Services AgreementServices Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
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”).
NINTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENTSupport Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This NINTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT, by and among PEAK6 Group LLC (formerly known as PEAK6 Investments, L.P.) (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of February 19, 2021 (this “Addendum”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Second Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of September 10, 2020, by and among APEX CLEARING CORPORATION, a New York corporation (the “Borrower”), the Lenders party hereto, and BMO HARRIS BANK N.A, as Administrative Agent (the “Agent”).
AMENDMENT AND MODIFICATION TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Pennsylvania
THIS AMENDMENT AND MODIFICATION TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made effective as of the 22nd day of September 2020, by and between Apex Clearing Corporation, a New York corporation (“Borrower”) and TriState Capital Bank, a Pennsylvania state chartered bank (the “Bank”).
CLIENT AGREEMENTClient Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
EIGHTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENTNorthern Star Investment Corp. II • April 8th, 2021 • Blank checks
This EIGHTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENTS, by and among PEAK6 Group LLC (formerly known as PEAK6 Investments, L.P.) (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of November 24, 2020 (this “Addendum”).
ORBIS COOPERATION AGREEMENT - APRIL 18, 2020Northern Star Investment Corp. II • April 8th, 2021 • Blank checks • New York
This AGREEMENT is executed and entered by Orbis Systems, Inc. a Delaware corporation with its principal office at 525 Washington Boulevard; 24th Floor, Jersey City, N.J. 07310 USA (“Orbis”), and Apex Clearing Corporation whose address is provided above (“Client”). Orbis and the Client collectively are the Parties and individually a Party where so referenced in this Agreement. This Agreement is effective as of the date stated above.
Second Addendum and Amendment to Support Services AgreementNorthern Star Investment Corp. II • April 8th, 2021 • Blank checks
This SECOND ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, LP, (“Providing Party”), Apex Clearing Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of September 26, 2013 (this “Addendum”).
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This Amendment to Agreement and Plan of Reorganization (this “Amendment”) is made and entered into as of April 7, 2021 (the “Effective Date”) by and among Northern Star Investment Corp. II, a Delaware corporation (“Parent”), NSIC II-A Merger LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub I”), NSIC II-B Merger LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, “Merger Subs” and each a “Merger Sub”), and Apex Fintech Solutions LLC (f/k/a Apex Clearing Holdings LLC), a Delaware limited liability company (“Company” and, together with Parent and Merger Subs, the “Parties” and each a “Party”).
Seventh Addendum and Amendment to Support Services AgreementServices Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This SEVENTH 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 January 1, 2019 (this “Addendum”).
Fifth Addendum and Amendment to Support Services AgreementServices Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This FIFTH 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 January 1, 2017 (this “Addendum”).
Third Addendum and Amendment to Support Services AgreementNorthern Star Investment Corp. II • April 8th, 2021 • Blank checks
This THIRD 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 June 27, 2014 (this “Addendum”).
FORM OF AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2021 • Northern Star Investment Corp. II • Security brokers, dealers & flotation companies
This AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”), dated June __, 2021, is entered into by and between Northern Star Investment Corp. II, a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).
FORM OF SUPPORT AGREEMENTJoinder Agreement • February 22nd, 2021 • Northern Star Investment Corp. II • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of February 21, 2021, is entered into by and among Northern Star Investment Corp. II, a Delaware corporation (“Parent”), Apex Clearing Holdings LLC, a Delaware limited liability company (the “Company”), and each undersigned member (any such member, the “Member” and, together with Parent, each a “Party” and collectively, the “Parties”) of the Company. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Reorganization, dated as of February 21, 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, NSIC II-A Merger LLC, a Delaware limited liability company (“Merger Sub I”), NSIC II-B Merger LLC, a Delaware limited liability company (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), and the Company.
SUPPORT SERVICES AGREEMENT by and between APEX CLEARING CORPORATION and APEX CRYPTO LLC Effective as of October 1, 2020Support Services Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • Illinois
This SUPPORT SERVICES AGREEMENT (this “Agreement”) is executed March 22, 2021, and shall be effective as of October 1, 2020 (the “Effective Date”), by and between Apex Clearing Corporation (“Apex”) and Apex Crypto LLC (“Crypto”).
CREDIT AGREEMENT DATED AS OF SEPTEMBER 13, 2018 AMONG APEX CLEARING CORPORATION, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BMO HARRIS BANK N.A., AS ADMINISTRATIVE AGENT BMO CAPITAL MARKETS, AS SOLE LEAD...Credit Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Credit Agreement is entered into as of September 13, 2018 by and among APEX CLEARING CORPORATION, a New York corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party hereto, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO HARRIS BANK N.A, as Administrative Agent as provided herein.
Third Addendum and Amendment to Support Services AgreementServices Agreement • April 8th, 2021 • Northern Star Investment Corp. II • Blank checks
This THIRD ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P., (“Providing Party”), Apex Clearing Corporation Holdings LLC (“ACH”) and Apex Clearing Corporation (“Apex”) is made and entered into as of May 12,2014 (the “Addendum”).
